Frank J. Fahrenkopf, Jr.
About Frank J. Fahrenkopf, Jr.
Frank J. Fahrenkopf, Jr. (born 1939) is an Independent Trustee of the GAMCO Natural Resources, Gold & Income Trust (GNT), serving since the Fund’s organizational meeting in 2008, with his current term continuing until the 2027 Annual Meeting and elected solely by holders of the Fund’s Preferred Shares . He is a member of the Fund’s Audit Committee; his background includes Co‑Chairman of the Commission on Presidential Debates, former President & CEO of the American Gaming Association, former Chairman of the Republican National Committee, and partner at Hogan & Hartson (chairing the International Trade Practice Group) . He holds a B.A. from the University of Nevada, Reno, and a J.D. from UC Berkeley’s Boalt Hall School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Gaming Association | President & Chief Executive Officer | 1995–2013 | Led U.S. hotel‑casino industry trade group |
| Republican National Committee | Chairman | 1983–1989 | National party leadership during Reagan administration |
| Hogan & Hartson (now Hogan Lovells) | Partner; Chair, International Trade Practice Group | Pre‑1995 | Regulatory, legislative, corporate matters for multinational clients |
| Pacific Democrat Union | Chairman | Prior years (many) | International party association leadership |
| International Democrat Union | Vice Chairman | Prior years (many) | Worldwide political party association leadership |
| Culinary Institute of America | Former Chairman of Finance Committee | Prior years | Remains a board member |
External Roles
| Organization | Role | Committees/Details | Status |
|---|---|---|---|
| Commission on Presidential Debates | Co‑Chairman | Oversees U.S. presidential debates | Current |
| International Republican Institute | Board Member; Founder | Governance of non‑profit | Current |
| First Republic Bank | Director; Chair of Corporate Governance & Nominating; Member, Compensation | More than 30 years service | Current per proxy disclosure |
| Eldorado Resorts, Inc. | Director | Casino operator (19 casinos in 10 states) | Current per proxy disclosure |
| Culinary Institute of America | Board Member | Former finance chair | Current |
Board Governance
- Independent Trustee under the 1940 Act; elected solely by holders of GNT Preferred Shares, and not standing for election in 2025 given his term runs to the 2027 Annual Meeting .
- Audit Committee member; the Audit Committee met two times in FY2024, comprises Independent Trustees Heitmann (Chair), Enright, Fahrenkopf, and Zizza; all certified financially literate; Heitmann designated Audit Committee Financial Expert .
- Board had four regular quarterly meetings in FY2024; each Trustee then serving attended at least 75% of Board meetings and of any committee on which they serve .
- Board has no Chairman; James P. Conn serves as Lead Independent Trustee, presiding over executive sessions and liaising among Trustees and service providers; Independent Trustees meet regularly in executive session and chair all committees .
- Class election structure: nine Trustees, with Preferred shareholders voting as a separate class to elect two Trustees; Fahrenkopf and Zizza are the Preferred‑elected Trustees .
Meeting Cadence
| Body | FY2024 Meetings | Notes |
|---|---|---|
| Board of Trustees | 4 | Regular quarterly meetings; >=75% attendance by each Trustee |
| Audit Committee | 2 | Independent Trustees only; Financial Expert designated |
Fixed Compensation
| Component | Amount | Applicability/Notes |
|---|---|---|
| Annual retainer (each Trustee) | $3,000 | Paid to Independent and Interested Trustees |
| Board meeting fee (per meeting attended) | $1,000 | All Trustees |
| Committee meeting fee (per meeting attended) | $500 | All Board committee members |
| Audit Committee Chair annual fee | $3,000 | Paid to Audit Chair (Heitmann; not Fahrenkopf) |
| Nominating Committee Chair annual fee | $2,000 | Paid to Nominating Chair (Colavita) |
| Lead Independent Trustee annual fee | $2,000 | Paid to Lead Independent Trustee (Conn) |
| Aggregate remuneration paid by Fund to all Trustees (FY2024) | $74,000 | Excludes out‑of‑pocket expenses |
| Fahrenkopf – Aggregate compensation from GNT (FY2024) | $8,000 | Per Compensation Table |
| Fahrenkopf – Aggregate compensation from Fund Complex (FY2024) | $159,500 | Paid across 11 funds/portfolios |
Additional engagement note: GNT does not expect Trustees or nominees to attend annual meetings; none attended the May 13, 2024 annual meeting of shareholders .
Performance Compensation
- No equity awards (RSUs, PSUs), stock options, or performance‑metric‑based compensation are disclosed for Trustees; compensation is cash‑based via retainers and meeting fees .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Indicator |
|---|---|---|---|
| First Republic Bank | Director | Chair, Corporate Governance & Nominating; Member, Compensation | External public company oversight role |
| Eldorado Resorts, Inc. | Director | Not specified | External gaming company board role |
| Gabelli Associates Limited II E (affiliate) | Investor (Membership Interests) | N/A | $1,664,367 interest; 1.86% of class; entity deemed under common control with Adviser/affiliates |
Expertise & Qualifications
- Governance and regulatory leadership: Co‑Chair of CPD; former AGA CEO; former RNC Chair; extensive international political association leadership .
- Legal and trade expertise: Partner at Hogan & Hartson; chaired International Trade Practice Group .
- Boardroom experience: Long‑tenured public‑company director roles including committees at First Republic Bank; current director at Eldorado Resorts .
- Education: B.A. University of Nevada, Reno; J.D. UC Berkeley (Boalt Hall) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership in GNT | 0 Common Shares | Less than 1% of shares outstanding |
| Dollar range in GNT (Fund) | A (None) | As of Dec 31, 2024 |
| Aggregate dollar range in Fund Complex | E (Over $100,000) | As of Dec 31, 2024 |
| Interests in Adviser‑controlled affiliate | $1,664,367 (1.86% of class) | Gabelli Associates Limited II E (membership interests) |
Governance Assessment
- Strengths: Independent Trustee with deep governance and regulatory background; active Audit Committee member; Board structure features regular executive sessions and a Lead Independent Trustee; Audit Committee processes follow PCAOB/SEC standards and include independence assessments .
- Alignment concerns: Zero GNT common shares and no Fund‑specific equity compensation reduce direct alignment with common shareholders; a significant financial interest in an entity under common control with the Adviser may present perceived conflicts (related‑party exposure) requiring ongoing monitoring .
- Engagement signal: Trustees did not attend the 2024 annual meeting; while permissible, it may be viewed as a weaker shareholder‑engagement posture .
- Structural note: Election solely by Preferred shareholders can tilt representation toward preferred interests; investors in common shares should weigh this class‑based governance feature when assessing board effectiveness .
RED FLAGS
- No GNT common share ownership and absence of equity‑based director compensation (limited pay‑for‑performance alignment) .
- Membership interests valued at $1.664 million in Adviser‑controlled affiliate (potential related‑party exposure) .
- No Trustee/nominee attendance at the 2024 annual shareholder meeting (engagement optics) .