Leslie F. Foley
About Leslie F. Foley
Leslie F. Foley is an Independent Trustee of The Gabelli Healthcare & WellnessRx Trust (GRX), serving since March 25, 2021; her current term continues until the 2027 Annual Meeting of Shareholders. Foley is an attorney with a background in corporate ethics and compliance and public sector legal service; she graduated magna cum laude from Yale University and from the University of Virginia School of Law, where she was an editor of the Virginia Law Review; year of birth: 1968 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| News Corporation | Vice President, Global Ethics & Compliance and Associate General Counsel | 2008–2010 | Ethics and compliance leadership at a global media company |
| White House Counsel’s Office | Associate Counsel to President George W. Bush | Not disclosed | Federal executive branch legal advisory |
| O’Melveny & Myers LLP | Counsel | Not disclosed | Corporate legal practice |
| Bear, Stearns & Co. Inc. | Managing Director, Fixed Income Legal | Not disclosed | Legal oversight in fixed income operations |
| Dewey Ballantine LLP | Associate | Not disclosed | Corporate legal practice |
| U.S. Court of Appeals, Ninth Circuit | Law Clerk to Judge Diarmuid F. O’Scannlain | Not disclosed | Federal appellate clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Addison Gallery of American Art, Phillips Academy Andover | Board Member | Not disclosed | Non-profit arts governance |
| Gabelli Fund Complex (multiple registered funds) | Trustee across fund complex | Since 2021 for GRX; oversees 16 portfolios | Independent Trustee at other affiliated closed-end funds |
Board Governance
- Board structure: GRX has ten Trustees; Independent Trustees chair all committees. Foley is an Independent Trustee; she is not listed as a member of the Audit Committee (members: Enright—Chairman, Conn, Zizza), Nominating Committee (members: Enright—Chairman, Conn, Zizza), ad hoc Proxy Voting Committee (Enright—Chairman; members include Conn and Kolodny), ad hoc Pricing Committee (members include Conn and Zizza), or multi-fund ad hoc Compensation Committees (members include Enright and Zizza) .
- Lead Independent Trustee: James P. Conn .
- Independence: Foley is categorized as an Independent Trustee under the Investment Company Act; note: her father, Frank J. Fahrenkopf Jr., serves as a director of other funds in the Gabelli Fund Complex, which may be deemed under common control with the Adviser (potential interlock) .
- Attendance: In 2024, the Board met four times; each Trustee then serving attended at least 75% of Board meetings and of any committee of which he or she is a member. Trustees and nominees did not attend the May 13, 2024 annual meeting, and GRX does not expect Trustees to attend the annual meeting .
- Tenure: Foley has served since March 25, 2021; term runs to the 2027 Annual Meeting .
Fixed Compensation
Policy and actual 2024 compensation.
| Item | GRX Policy | Leslie F. Foley – 2024 Actual |
|---|---|---|
| Annual retainer (Independent Trustees) | $3,000 | $7,000 (Fund) |
| Board meeting fee | $1,000 per meeting | 4 meetings → $4,000 (included in $7,000) |
| Committee meeting fee | $500 per meeting | Not disclosed (not listed as committee member) |
| Chair fees | Audit Chair $3,000; Nominating Chair $2,000; Lead Independent $1,000 | None (not a chair) |
| Aggregate compensation from Fund Complex | Not applicable (policy varies by fund) | $80,000; oversees 16 portfolios |
Performance Compensation
| Element | Details |
|---|---|
| Equity awards (RSUs, PSUs) | None disclosed for Trustees |
| Option awards | None disclosed for Trustees |
| Performance metrics tied to comp | None disclosed for Trustees; compensation is fee-based |
| Vesting schedules / bonuses / severance / CoC terms / clawbacks / tax gross-ups / deferred comp / pension / perquisites | Not disclosed for Trustees |
Other Directorships & Interlocks
| Type | Entity | Role | Notes |
|---|---|---|---|
| Non-profit | Addison Gallery of American Art, Phillips Academy | Board Member | Current |
| Fund complex | Gabelli Fund Complex | Trustee across multiple funds | Independent trustee; 16 portfolios overseen |
| Family interlock | Frank J. Fahrenkopf Jr. (father) | Director at other funds in complex | Funds may be under common control with Adviser; potential perceived conflict |
Expertise & Qualifications
- Legal and compliance expertise from senior roles at News Corporation and prior major law firms; public sector experience from the White House Counsel’s Office and federal appellate clerkship .
- Education: Yale University (magna cum laude); University of Virginia School of Law (Virginia Law Review editor) .
- Fund governance exposure across 16 portfolios in the Gabelli Fund Complex .
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| GRX Common Shares beneficially owned | 0 | Dec 31, 2024 |
| Percent of shares outstanding | <1% (asterisk indicates less than 1%) | Dec 31, 2024 |
| Dollar range in GRX | A = None | Dec 31, 2024 |
| Aggregate dollar range in Fund Complex | B = $1–$10,000 | Dec 31, 2024 |
| Section 16(a) filings compliance (2024) | GRX reports required persons complied with filing requirements | FY 2024 |
Governance Assessment
- Strengths: Independent status; deep legal/compliance background; broad governance exposure across fund complex; Board leadership structure with Lead Independent Trustee and committee oversight; regular executive sessions of Independent Trustees .
- Alignment concerns: Foley holds no GRX shares and no equity-based director compensation is disclosed; GRX does not disclose director ownership guidelines—this may weaken “skin-in-the-game” alignment for investors focused on closed-end fund governance .
- Committee influence: Foley is not on Audit, Nominating, or ad hoc committees listed, limiting direct involvement in key oversight areas (financial reporting, nominations, pricing, proxy voting, CCO compensation) .
- Engagement: Trustees met four times in 2024, with ≥75% attendance; trustees/nominees did not attend the 2024 annual meeting, and GRX does not expect meeting attendance, which can be viewed as weak shareholder engagement signaling for some investors .
- Interlocks/Conflicts: Family linkage—her father serves as director of other Gabelli funds; such entities may be under common control with the Adviser, which can present perceived independence challenges despite formal Independent status (monitor for related-party exposures across complex) .
RED FLAGS: Zero GRX share ownership ; family interlock with other funds in complex ; absence from key board committees ; trustees not attending annual meeting .
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