Frank J. Fahrenkopf, Jr.
About Frank J. Fahrenkopf, Jr.
Independent Trustee of The Gabelli Utility Trust (GUT); trustee since 1999 with current term running through the 2026 Annual Meeting. Year of birth: 1939. Background includes Co-Chairman of the Commission on Presidential Debates, former President & CEO of the American Gaming Association (AGA), and former Chairman of the Republican National Committee; education includes a Bachelor’s degree from the University of Nevada, Reno and a Juris Doctor from Boalt Hall School of Law, U.C. Berkeley .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| American Gaming Association (AGA) | President & Chief Executive Officer | 1995–2013 | Led the hotel-casino industry trade group; regulatory and industry advocacy |
| Republican National Committee | Chairman | 1983–1989 | National party leadership; governance and strategic oversight |
| Hogan & Hartson (now Hogan Lovells) | Partner; Chair, International Trade Practice Group | Prior to 1995 | Specialized in regulatory, legislative, and corporate matters for multinational clients |
| Culinary Institute of America | Former Chairman, Finance Committee; current Board member | Not specified | Finance oversight; ongoing board engagement |
External Roles
| Organization | Role | Committee Roles | Status/Notes |
|---|---|---|---|
| Commission on Presidential Debates | Co-Chairman | Presides over debate governance | Current role per proxy |
| International Republican Institute | Board member; founder (1984) | Not disclosed | Governance role and founding history |
| First Republic Bank | Director (over 30 years) | Chair, Corporate Governance & Nominating; Member, Compensation | Long-tenured board service; committee leadership |
| Eldorado Resorts, Inc. | Director | Not disclosed | Casino operator board seat |
| Gabelli Fund Complex | Director of other funds | Various | Oversees 11 portfolios in the Fund Complex as GUT trustee |
Board Governance
- Independence: Identified as an Independent Trustee under the 1940 Act definition (with noted “possible exceptions” described in the proxy) .
- Term and tenure: Trustee since 1999; current class serves until the 2026 Annual Meeting .
- Committee assignments (Fund): Not listed as a member of the standing Audit Committee (Enright, Birch, Melarkey) or Nominating Committee (Zizza, Conn, Enright) .
- Lead Independent Trustee: James P. Conn serves as Lead Independent Trustee; Fahrenkopf is not in this role .
- Board activity and attendance: Board met four times in FY2024; each Trustee attended at least 75% of Board and applicable committee meetings .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Independent Trustee annual retainer (Fund schedule) | $6,000 |
| Board meeting fee (per meeting) | $1,500 |
| Committee meeting fee (per meeting) | $1,000 |
| Audit Committee Chair annual fee (schedule) | $3,000 |
| Nominating Committee Chair annual fee (schedule) | $2,000 |
| Lead Independent Trustee annual fee (schedule) | $2,000 |
| Fahrenkopf – Aggregate compensation from GUT (FY2024) | $13,000 |
| Fahrenkopf – Aggregate compensation from Fund Complex (FY2024) | $159,500; serves on 11 funds |
Note: Schedule amounts reflect Fund policy; Fahrenkopf did not hold Audit Chair, Nominating Chair, or Lead Independent roles at GUT .
Performance Compensation
| Performance Metric | Structure/Target | Disclosure for Directors |
|---|---|---|
| Equity awards (RSUs/PSUs) | Grant details, fair value | Not disclosed; director compensation described as cash retainers and meeting fees |
| Option awards | Strike, expiration, vesting | Not disclosed for directors |
| Performance-based cash metrics (e.g., TSR, revenue, ESG) | Targets, outcomes | Not disclosed for directors |
| Clawbacks/COC provisions | Triggers; vesting | Not disclosed for directors |
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict Indicator |
|---|---|---|
| First Republic Bank | Director; Committee Chair and member | Financial sector exposure; committee leadership external to GUT |
| Eldorado Resorts, Inc. | Director | Casino sector exposure |
| Gabelli Fund Complex | Director of other funds; GUT trustee | Father-daughter interlock: Fahrenkopf and his daughter, Leslie F. Foley, serve as directors of other funds in the Complex and at GUT |
| Gabelli Associates Limited II E | Member; ownership interest | Material economic interest in an entity under common control with Adviser affiliates (membership interests valued at $1,664,367; 1.86%) |
Expertise & Qualifications
- Regulatory and legislative expertise from AGA CEO role and Hogan & Hartson practice leadership; deep governance experience from RNC chairmanship .
- Legal education and training: JD from Boalt Hall School of Law, U.C. Berkeley; BA from University of Nevada, Reno .
- Long-standing board and committee leadership roles in financial services (First Republic Bank) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership in GUT (Common Shares) | 0; less than 1% of shares outstanding |
| Dollar range of equity securities held in GUT | A (None) |
| Aggregate dollar range in Fund Complex | E (Over $100,000) |
| Interests in Adviser-affiliated entity (non-registered company) | Gabelli Associates Limited II E membership interests: $1,664,367; 1.86% of class |
Insider Trades and Section 16(a) Compliance
| Year | Status |
|---|---|
| FY2024 | The Fund reports that required insiders complied with all Section 16(a) filing requirements; no delinquencies noted |
Governance Assessment
- Independence with exceptions: While identified as an Independent Trustee, he and his daughter serve across Gabelli fund boards, and he holds a material membership interest in Gabelli Associates Limited II E—an entity under common control with the Adviser—introducing potential conflict vectors despite formal independence status .
- Alignment concern: Owns no GUT shares (Dollar Range A: None), which weakens direct economic alignment with GUT shareholders, although he reports over $100,000 aggregate exposure across the Fund Complex .
- Committee engagement at GUT: Not on standing Audit or Nominating Committees; reduces direct involvement in key oversight channels at the Fund level, though he chairs governance/compensation committees at First Republic Bank, evidencing governance capability externally .
- Attendance and activity: Board met four times; all Trustees met the ≥75% attendance threshold, indicating baseline engagement .
- Compensation: Cash-only structure (retainer and meeting fees) with $13,000 from GUT and $159,500 across the Complex in FY2024; no disclosed performance-conditioned elements, options, or equity grants for directors—limits pay-for-performance linkage at the board level .
RED FLAGS
- Zero share ownership in GUT (A: None) .
- Material economic interest in an Adviser-affiliated entity (Gabelli Associates Limited II E membership interests valued at $1,664,367; 1.86%), which may pose a related-party or common-control conflict consideration under governance best practices .
- Family interlock on fund boards (daughter Leslie F. Foley also serves as director in the Complex and at GUT) .
Mitigants
- Documented Section 16 compliance and no filing delinquencies in FY2024 .
- Long-tenured governance leadership roles externally (e.g., First Republic Bank committee chair roles), indicating governance experience .
- Board-level processes: Independent Trustee majority; structured committee oversight; Audit Committee financial expert designated; recency of charter review .