Leslie F. Foley
About Leslie F. Foley
Leslie F. Foley (born 1968) is an Independent Trustee of The Gabelli Utility Trust (GUT) since March 25, 2021; her current term runs until the Fund’s 2027 Annual Meeting of Shareholders or until her successor is duly elected and qualified . She is an attorney with prior senior ethics and compliance leadership at News Corporation (Vice President, Global Ethics & Compliance and Associate General Counsel, 2008–2010), and earlier roles in the White House Counsel’s Office as Associate Counsel to President George W. Bush; she holds a B.A. from Yale University (magna cum laude) and a J.D. from the University of Virginia School of Law (editor, Virginia Law Review) . Foley serves on boards of other funds in the Gabelli Fund Complex and currently sits on the Board of the Addison Gallery of American Art at Phillips Academy Andover .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| News Corporation | Vice President, Global Ethics & Compliance; Associate General Counsel | 2008–2010 | Led global ethics & compliance; senior legal leadership |
| 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/regulatory legal practice |
| Bear, Stearns & Co. Inc. | Managing Director, Fixed Income Legal | Not disclosed | Led fixed income legal function |
| Dewey Ballantine LLP | Associate | Not disclosed | Corporate legal practice |
| U.S. Court of Appeals (9th Cir.) | Law Clerk to Judge Diarmuid F. O’Scannlain | Not disclosed | Appellate clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Addison Gallery of American Art (Phillips Academy Andover) | Board Member | Not disclosed | Non-profit cultural institution governance |
| Gabelli Fund Complex (multiple registered funds) | Director/Trustee | Ongoing | Oversees 16 portfolios in Fund Complex |
Board Governance
- Independence: Foley is classified as an Independent Trustee under the 1940 Act; the proxy notes Independent Trustees and possible exceptions described therein, including that Frank J. Fahrenkopf and his daughter, Ms. Foley, serve as directors of other funds in the Gabelli Fund Complex and this Fund .
- Board structure: 12 Trustees, 10 Independent; Board divided into three classes with three-year terms; Foley has served since March 25, 2021 and is in the class serving until the 2027 Annual Meeting .
- Committees and leadership:
- Lead Independent Trustee: James P. Conn .
- Audit Committee: Vincent D. Enright (Chair), members John Birch and Michael J. Melarkey; met twice in FY2024 .
- Nominating Committee: Salvatore J. Zizza (Chair), members James P. Conn and Vincent D. Enright; met once in FY2024 .
- Proxy Voting Committee and ad hoc Pricing Committee exist for specific matters; multi-fund ad hoc Compensation Committees operate across the Fund Complex .
- Foley is not listed as a member of the Audit or Nominating Committees in this proxy .
- Attendance: The Board met four times in FY2024; each Trustee then serving attended at least 75% of Board meetings and of any committee of which he or she is a member . The Fund does not expect Trustees to attend the Annual Meeting, and no Trustee or nominee attended the May 13, 2024 Annual Meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustee) | $6,000 | Cash retainer |
| Board meeting fee | $1,500 per meeting attended | Four regular quarterly meetings in FY2024 |
| Committee meeting fee | $1,000 per meeting attended | Applies to all Board committees |
| Audit Committee Chair fee | $3,000 annually | Paid to committee chair |
| Nominating Committee Chair fee | $2,000 annually | Paid to committee chair |
| Lead Independent Trustee fee | $2,000 annually | Paid to Lead Independent Trustee |
| Aggregate remuneration paid by Fund to Trustees (FY2024) | $124,000 | Excludes out-of-pocket expenses |
| Name | Aggregate Compensation from GUT (FY2024) | Aggregate Compensation from Fund Complex (FY2024) | Portfolios Overseen |
|---|---|---|---|
| Leslie F. Foley (Trustee) | $0 | $80,000 | 16 |
Note: Foley’s 2024 compensation line shows no direct compensation from GUT but $80,000 aggregate across the Fund Complex, consistent with her service on multiple Gabelli funds .
Performance Compensation
- The proxy discloses a cash-based director compensation framework (retainers and meeting/committee fees); it does not describe equity grants, stock options, or performance-based metrics for directors of GUT .
- No RSUs/PSUs, option awards, vesting schedules, clawbacks, or performance metric linkages for directors are disclosed in the proxy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships (past 5 years) | None disclosed for Foley (“—” in Other Directorships column) |
| Fund complex roles | Serves as director/trustee of other funds in the Gabelli Fund Complex |
| Family interlock | Foley is the daughter of Trustee Frank J. Fahrenkopf; both serve on this Fund and other funds in the Complex |
| Lead Independent & committee chairs | Conn (Lead Independent; Nominating Chair), Enright (Audit Chair), Zizza (Nominating Chair) |
Expertise & Qualifications
- Legal and compliance expertise from senior roles at News Corporation and prior high-level government service in the White House Counsel’s Office .
- Education: Yale University (magna cum laude) and University of Virginia School of Law (Virginia Law Review editor) .
- Prior leadership in fixed income legal at Bear Stearns and counsel roles at major law firms; appellate clerkship experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding | Dollar Range of Equity Securities in GUT | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|---|---|
| Leslie F. Foley | 0 Common Shares | <1% (“*”) | A (None) | B ($1–$10,000) |
The ownership table is as of December 31, 2024; Beneficial Ownership is determined under Rule 13d-3 (Fund-level table) and Rule 16a-1(a)(2) (dollar range tables) .
Governance Assessment
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Strengths
- Independent Trustee classification; significant legal and compliance background relevant to oversight in a highly regulated fund context .
- Board governance infrastructure with Lead Independent Trustee and functioning Audit/Nominating Committees; documented charters and meeting activity in FY2024 .
-
Concerns and RED FLAGS
- No GUT share ownership (Dollar Range A: None) and 0 Common Shares beneficially owned as of December 31, 2024; alignment risk for “skin-in-the-game” analysis .
- Family interlock: Foley is the daughter of Trustee Frank J. Fahrenkopf; both serve on this Fund and other Gabelli funds, which can raise perceived independence concerns despite Independent status under the 1940 Act .
- Engagement signal: The Fund does not expect Trustees to attend annual meetings; no Trustees or nominees attended the 2024 Annual Meeting. While consistent with policy, absence can be viewed as a weak shareholder engagement signal .
- Committee influence: Foley is not listed on the Audit or Nominating Committees in this proxy, limiting direct committee oversight roles versus peers .
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Observations on Compensation
- Foley received no GUT-specific cash compensation in FY2024 while earning $80,000 across the Fund Complex; this highlights compensation dependence on multi-fund service rather than GUT-specific duties .
- Director pay is entirely cash-based with meeting and chair fees; no equity awards or performance metrics are disclosed for directors, limiting explicit pay-for-performance alignment at the board level .