Karen H. Hogan
About Karen H. Hogan
Karen H. Hogan, age 63, is an Independent Director and the Audit Committee Chair for Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated (DFP), serving on the Funds’ boards since 2016. Her core credentials include senior sell-side experience in preferred stock origination at Lehman Brothers (Senior Vice President, previously Vice President of New Product Development) and prior public-company board and audit committee leadership at New World Coffee, Inc.; she currently chairs the Audit Committee across the Funds and is active in multiple nonprofit boards (including IKAR, where she formerly served as Board Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lehman Brothers Holdings Inc. | Senior Vice President, Preferred Stock Origination; previously VP, New Product Development | 1985–1997 | Preferred securities origination and product development expertise |
| New World Coffee, Inc. | Director; Audit Committee member and Chair | Prior (dates not disclosed) | Audit leadership and financial oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IKAR (non-profit) | Director; formerly Chair of the Board | Current; prior Chair | Non-profit governance, board leadership |
| Young Men’s Service League (local chapter) | Board member | Current | Community governance and engagement |
| Local Library | Capital campaign committee member | Current | Fundraising and civic stewardship |
| Other local non-profits | Board and/or active committee member | Current | Ongoing non-profit governance |
Board Governance
- Independence and status: Hogan is an Independent Director under the Investment Company Act of 1940 and NYSE Listing Standards; Audit Committees and Nominating Committees are composed entirely of Independent Directors .
- Committee assignments: Audit Committee Chair; Nominating Committee member (with Directors Dalmaso and Gale) .
- Board leadership: Chair of the Boards is an “interested person” (R. Eric Chadwick); David Gale serves as Lead Independent Director; 75% of Directors are Independent Directors .
- Meeting cadence (FY ended Nov 30, 2024): Board held 6 meetings (4 telephonic); Audit Committee met 4 times; Nominating Committee met 2 times; all Directors attended 100% of Board and applicable committee meetings .
| Governance Metric | FY 2024 |
|---|---|
| Board Meetings (count) | 6 |
| Audit Committee Meetings (count) | 4 |
| Nominating Committee Meetings (count) | 2 |
| Hogan’s Attendance | 100% Board and committee meetings |
| Independence Confirmation | Audit and Nominating Committees entirely Independent |
| Lead Independent Director | David Gale |
Fixed Compensation
- Structure per Fund (Independent Directors): $9,000 annual retainer per fund; meeting fees of $750 per in-person Board/Audit, $500 per in-person Nominating, $250 per telephone meeting; Audit Committee Chair receives $3,000 annual chair fee per fund; travel/out-of-pocket reimbursed .
- Pension/retirement: Directors and executive officers do not receive pension or retirement benefits from the Funds .
| Compensation Item (DFP) | FY 2024 |
|---|---|
| Aggregate Compensation from DFP (Hogan) | $19,500 |
| Total Compensation from Fund Complex (5 funds) | $97,500 |
| Retainer (policy, per fund) | $9,000 |
| Audit Chair fee (policy, per fund) | $3,000 |
| Meeting fees (policy) | $750 Board/Audit in-person; $500 Nominating in-person; $250 telephone |
Note: The $19,500 shown for DFP reflects Hogan’s aggregate compensation from DFP for FY 2024 as disclosed; the policy figures explain the mix and drivers of cash compensation .
Performance Compensation
- No equity or performance-based compensation for Directors is disclosed (no RSUs/PSUs/options, no TSR/financial-metric linkage) .
Other Directorships & Interlocks
| Company/Organization | Role | Period | Interlocks/Notes |
|---|---|---|---|
| Public company boards (past 5 years) | None | N/A | No public-company board service in last five years |
| New World Coffee, Inc. (prior) | Director; Audit Chair | Prior | Public-company experience, but not within past five years |
Expertise & Qualifications
- Preferred securities and capital markets: Senior origination and product development roles at Lehman Brothers directly relevant to the Funds’ preferred securities focus .
- Audit oversight: Former audit committee chair (New World Coffee) and current Audit Committee Chair across the Funds .
- Governance: Extensive non-profit board leadership and community engagement roles indicating ongoing governance involvement .
Equity Ownership
- Beneficial ownership (as dollar ranges, valued as of Dec 31, 2024): Hogan holds “C” ($10,001–$50,000) in each Fund, and aggregate “D” ($50,001–$100,000) across the Fund Complex .
- Shares outstanding (DFP): 20,538,137; Directors and officers, as a group, owned less than 1% of each Fund’s shares as of Jan 16, 2025 .
- Conflicts screen: No Non-Interested Director (including Hogan) or their immediate family members owned securities in the Adviser (Flaherty & Crumrine) or its control affiliates—reducing related-party exposure .
| Fund | Hogan Dollar Range (as of 12/31/2024) |
|---|---|
| PFD | C ($10,001–$50,000) |
| PFO | C ($10,001–$50,000) |
| FFC | C ($10,001–$50,000) |
| FLC | C ($10,001–$50,000) |
| DFP | C ($10,001–$50,000) |
| Aggregate across Funds | D ($50,001–$100,000) |
| DFP Shares Outstanding | 20,538,137 |
| Directors/officers group ownership (each Fund) | <1% |
| Adviser securities held by Independent Directors | None (self/family) |
Governance Assessment
- Strengths: Independent status, Audit Committee Chair, 100% attendance, and audit/nominating committees composed solely of Independent Directors indicate strong governance and oversight. The presence of a Lead Independent Director further balances the Board’s leadership where the Chair is an “interested person” .
- Alignment: Hogan maintains personal beneficial ownership across the Funds (range C in DFP; aggregate D), providing some alignment; Directors do not receive equity compensation or pensions, keeping compensation largely cash/meeting-fee based .
- Conflicts: No securities owned in the Adviser by Independent Directors or their immediate family members; advisory agreement disclosures note no material indirect benefits/soft dollar credits to the Adviser, which reduces related-party and soft-dollar concerns from a board-oversight perspective .
- Considerations: Ownership reporting is by dollar range rather than shares, limiting precision in “skin-in-the-game” analysis and precluding ownership % estimates; chair being an interested person is mitigated by a Lead Independent Director and majority-independent board composition .
No RED FLAGS identified regarding attendance, say-on-pay (not applicable), pledging/hedging, or related-party transactions at the director level in the disclosures reviewed .