David Gale
About David Gale
David Gale, age 75, is the Lead Independent Director of Flaherty & Crumrine Dynamic Preferred and Income Fund (DFP), serving on the Boards of all five Flaherty & Crumrine funds; he has been a director of DFP since inception and of PFD/PFO since 1997, and FFC/FLC since inception. He has been President and CEO of Delta Dividend Group, Inc. since 1992; previously he was a Principal at Morgan Stanley (1983–1990) and a Managing Director at Lehman Brothers (1990–1992), and he previously served as a director of Emmis Communications. He was designated Lead Independent Director of each fund in January 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Principal | 1983–1990 | Capital markets experience relevant to preferreds oversight |
| Lehman Brothers Holdings Inc. | Managing Director | 1990–1992 | Senior origination experience; governance perspective |
| Emmis Communications | Director | Not disclosed | Prior public company board exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Delta Dividend Group, Inc. | President & CEO | 1992–present | Investment management leadership |
Board Governance
- Independence: Three of four directors are Independent; Gale is a Non‑Interested Director and Lead Independent Director. No Non‑Interested Director or their immediate family members owned securities of the Adviser or its affiliates, supporting independence .
- Committees: Member of Audit Committee (Chair: Karen H. Hogan) and Nominating & Governance Committee (Chair: Nicholas Dalmaso); both committees are composed entirely of Independent Directors .
- Attendance: 100% attendance at Board and committee meetings in FY2023 and FY2024; Board held six meetings each year (four telephonic), Audit Committee met four times each year, and Nominating Committee met twice in FY2024 (twice in FY2023) , .
- Audit Committee charter most recently reviewed and approved January 21, 2025; Audit Committee report submitted by Gale, Dalmaso, and Hogan .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 6 (4 telephonic) | 6 (4 telephonic) |
| Audit Committee meetings | 4 | 4 |
| Nominating Committee meetings | 2 | 2 |
| Gale’s attendance (Board & committees) | 100% | 100% |
| Lead Independent Director designation | January 2024 | Continues |
Fixed Compensation
Director pay is cash-based with per‑fund retainers and meeting fees; DFP uses the same schedule as the sister funds.
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Directors Fees (per fund) | $27,000 | $27,000 |
| Board & Committee Meeting Fees (per fund) | $25,500 | $25,500 |
| Travel & Out-of-Pocket Reimbursements (per fund) | $1,729.80 | $1,789.90 |
| Audit Committee Chair premium (per fund; not Gale) | $3,000 | $3,000 |
| Individual Aggregate Compensation | FY 2023 | FY 2024 |
|---|---|---|
| David Gale – DFP (aggregate from fund) | $16,500 | $16,500 |
| David Gale – Total from 5-fund complex | $82,500 | $82,500 |
Performance Compensation
- Director compensation disclosures list only cash retainers and meeting fees; no equity awards, options, or performance metrics are disclosed for directors in FY2023 or FY2024 .
| Performance-linked element | FY 2023 | FY 2024 |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed | None disclosed |
| Option awards | None disclosed | None disclosed |
| Performance metrics tied to pay | None disclosed | None disclosed |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Public company boards (last five years) | None |
| Prior public boards | Emmis Communications (prior service, date not disclosed) |
| Interlocks/roles at competitors/suppliers/customers | None indicated in proxy materials |
Expertise & Qualifications
- Capital markets and preferred securities expertise from senior roles at Morgan Stanley and Lehman Brothers; long‑standing investment management leadership at Delta Dividend Group. Extensive board tenure across the Flaherty & Crumrine complex; designated Lead Independent Director in January 2024, signaling governance leadership .
Equity Ownership
| Ownership Measure | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| DFP dollar range owned by David Gale | C ($10,001–$50,000) | C ($10,001–$50,000) |
| Aggregate dollar range across all five funds | E (over $100,000) | E (over $100,000) |
| Directors and officers (group) % ownership of each fund | <1% (group) | <1% (group) |
| Shares outstanding (DFP) | 20,538,137 (record date 1/16/2025) | — |
- Pledging/hedging: No pledging or hedging of fund stock is disclosed for directors in the proxy materials .
Governance Assessment
- Strengths: Strong independence and leadership (Lead Independent Director), full attendance, independent committee composition, and transparent cash-based director pay structure without equity/option incentives that could misalign with closed‑end fund shareholders. Audit and Nominating charters active and reviewed; Gale participates in the Audit Committee report and oversight .
- Alignment: Gale holds meaningful personal investments in the funds (aggregate “E” level, DFP “C”), which supports skin‑in‑the‑game while avoiding outsized influence (<1% group ownership) .
- Conflicts: No related‑party securities holdings with the Adviser for Non‑Interested Directors; committees fully independent; no director loans or related‑party transactions indicated in proxy materials. Board oversight of the Adviser restructuring and identical advisory fee terms under the proposed new agreements was unanimous, suggesting continuity rather than conflicted change .
- Watch items: Closed‑end funds rely on adviser performance and fee structures; while advisory fees and breakpoints are disclosed and below average in certain comparisons per Board review, continued monitoring of expense ratios and adviser profitability is prudent. No red flags on attendance or pay structure; continue to track any future changes in director compensation design or ownership guidelines (none disclosed) .