Frederic Gabriel
About Frederic Gabriel
Frederic P. Gabriel (born 1974) is an Independent Trustee of Saba Capital Income & Opportunities Fund II and serves as the Board’s Lead Independent Trustee. He has served on the Board since May 2021 and has been Lead Independent Trustee since April 2023, with core credentials spanning investment banking, trading across major global markets, and real estate entrepreneurship (Founder/CEO of Orion Realty NYC LLC). He holds an engineering degree from Arts et Métiers (ENSAM/ParisTech) and an M.S. in International Finance from HEC Paris .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saba Capital Income & Opportunities Fund II | Independent Trustee; Lead Independent Trustee | Trustee since May 2021; Lead Independent since Apr 2023 | Board leadership as Lead Independent Trustee |
| Orion Realty NYC LLC | Founder & Chief Executive Officer | Jun 2014–Present | Real estate investment firm founder/operator |
| JPMorgan Chase & Co. | Executive Director | Jul 2007–Jun 2014 | Leadership in investment banking/trading |
| Lehman Brothers; Merrill Lynch; Credit Suisse | Investment banking/trading roles | Prior to 2007 | Trading across London, Hong Kong, New York |
| French Air Force | Reserve Officer | 13 months (prior to IB career) | Military service |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Orion Realty NYC LLC | Founder & Chief Executive Officer | Jun 2014–Present | Private company (real estate). Not a public company directorship |
| Other public company boards | — | — | None listed in the proxy (no other board positions) |
Board Governance
- Independence: Classified as an Independent Trustee under the 1940 Act .
- Board leadership: Serves as Lead Independent Trustee; Board Chair is an “Interested” Trustee affiliated with the Adviser (potential conflict mitigated via independent lead role) .
- Committee assignments: Member, Nominating & Corporate Governance Committee (chair is Ketu Desai). Not a member of the Audit Committee (members: Caldwell – Chair/Financial Expert, Hammitt, Desai) .
- Attendance: In FY ended Oct 31, 2024, the Board held 4 meetings; no Trustee attended fewer than 75% of Board plus applicable committee meetings .
- Annual meeting engagement: The Fund has no formal policy on annual meeting attendance; no Trustees attended the June 20, 2024 annual meeting .
- Committee structure: Only Audit and Nominating Committees; no standing compensation committee—Independent Trustees collectively address compensation matters .
- Risk oversight: Board receives regular risk updates; identified risks include conflicts of interest affecting affiliates managing the Fund .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (Independent Trustee) | $15,000 (FY ended Oct 31, 2024) | Paid quarterly; reasonable expenses reimbursed |
| Committee chair fee (Audit Chair only) | $7,500 (FY ended Oct 31, 2024) | Applies to Audit Chair (Caldwell); Gabriel does not receive this |
| Meeting fees | Not specified | Board may designate other meetings as compensated |
Compensation actually paid to Mr. Gabriel (FY ended Oct 31, 2024): $15,000 from the Fund; $15,000 from the fund complex .
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Equity awards (RSUs/PSUs/Options/DSUs) | None disclosed | No equity-based or performance-linked director awards disclosed in the proxy |
| Performance metrics (revenue/EBITDA/TSR/ESG) | None disclosed | Trustees receive fixed cash retainers; no performance metrics disclosed |
| Clawbacks/COC/Severance (director) | Not applicable | Director role; no such provisions disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None | — | — | The proxy lists no other public company boards for Mr. Gabriel |
Expertise & Qualifications
- Deep financial markets experience: 15+ years at top-tier banks (Lehman, Merrill, Credit Suisse, JPMorgan—Executive Director) with trading across London, Hong Kong, and New York .
- Entrepreneurial/operator: Founder & CEO of Orion Realty NYC LLC since 2014 .
- Education: ENSAM/ParisTech (engineering), HEC Paris (M.S. International Finance) .
- Board qualifications cited by the Fund: Extensive financial and leadership experience .
Equity Ownership
| Holder | Fund Ownership (as of Mar 31, 2025) | Family of Funds Aggregate |
|---|---|---|
| Frederic P. Gabriel | Dollar range: None ($0) | $0 |
Additional ownership context:
- As of the record date (Apr 24, 2025), no Trustee or Officer owned ≥1% of outstanding shares; none of the Independent Trustees nor their immediate family members owned securities of the Adviser or its control affiliates (reduces related-party exposure) .
Governance Assessment
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Strengths:
- Independent Lead Director: Mr. Gabriel’s Lead Independent role provides a counterbalance to an Interested Chair affiliated with the Adviser and supports independent agenda setting .
- Active committee participation: Member of the Nominating Committee, which emphasizes independence and time commitment in director selection; Audit Committee chaired by a designated financial expert with an appropriate composition of independent trustees .
- Attendance threshold: Board-level disclosure indicates Trustees met 75%+ attendance standards in FY2024 .
- Compliance discipline: Proxy cites Section 16 reporting compliance during FY2024; Codes of Ethics govern personal trading and address hedging of company securities .
-
Watch items / potential red flags:
- Low “skin in the game”: Mr. Gabriel reported no beneficial ownership in the Fund as of Mar 31, 2025, which may signal weaker economic alignment versus best practices that encourage director share ownership .
- Annual meeting engagement: No Trustees attended the 2024 annual meeting (though there is no formal attendance policy), which may concern investors focused on direct shareholder engagement .
- Structural conflict at the Board level: The Chair is an Interested Trustee employed by the Adviser; while normal in some fund complexes, this elevates the importance of Mr. Gabriel’s Lead Independent function and robust committee oversight .
- No standing compensation committee: Compensation oversight for officers/trustees is handled collectively by Independent Trustees rather than via a dedicated committee; acceptable for a small board but merits monitoring as complexity evolves .
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Compensation and ownership alignment read-through:
- Director pay is modest and 100% cash retainer—no equity-linked or performance-based components—reducing misaligned incentives but also limiting direct alignment with shareholder returns .
-
Related-party/transactions:
- No related-party transactions disclosed for Mr. Gabriel. The Board explicitly includes conflicts of interest impacting affiliates among the key oversight risks and has established policies and service provider oversight to mitigate such risks .
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Overall implication for investor confidence:
- Mr. Gabriel’s capital markets expertise and Lead Independent role are positives for board effectiveness and adviser oversight. However, lack of fund share ownership and the absence of annual meeting attendance in 2024 are engagement/alignment watch items investors may seek to address through dialogue with the Board .