R. Eric Chadwick

About R. Eric Chadwick

R. Eric Chadwick, age 50, serves as Director, Chairman of the Board, Chief Executive Officer, and President of Flaherty & Crumrine Dynamic Preferred and Income Fund (DFP); he has held Chair/Director roles since January 2016 and has been President since April 2015 after serving as CFO from 2004 (since inception for DFP) to April 2015 . He is President and a portfolio manager at Flaherty & Crumrine (the Adviser), managing PFD/PFO since 1999 and FFC/FLC/DFP since inception . As context on execution, the Board reports DFP NAV performance at or above the peer median for the 1-, 5-, and 10-year periods, and below median for the 3-year period, with advisory fees below average versus peers and total expense ratio below average for DFP, per the 2025 proxy’s adviser contract review . DFP paid the Adviser $3,721,761 in FY2024 advisory fees on $735,524,469 of managed assets, and the Adviser is owned by Chadwick and colleagues, aligning his economics chiefly with the advisory business and fund AUM rather than fund-paid executive compensation .

Past Roles

External Roles

Fixed Compensation

Note: DFP does not directly compensate its executive officers (who are employees of the Adviser). Chadwick received $0 from each fund (including DFP) in FY2023 and FY2024; directors and executive officers do not receive pension or retirement benefits from the Funds .

Performance Compensation

• Not disclosed at the fund level. Proxy states no fund-level compensation to Chadwick and no >$60,000 paid to any executive officer or affiliated person by the Funds; compensation is at Adviser level and not itemized in the proxy .

Equity Ownership & Alignment

• Beneficial Ownership (Dollar Range) and Group Ownership

• Shares outstanding (context): DFP had 20,538,137 shares outstanding as of Jan 16, 2025, identical count as of Jan 19, 2024 .
• Adviser Ownership: The Adviser is owned by R. Eric Chadwick, Bradford S. Stone, Chad C. Conwell, Donald F. Crumrine, Robert M. Ettinger, and Robert T. Flaherty, linking Chadwick’s incentives to advisory economics .
• Fee Structure Alignment: DFP’s advisory fee is 0.575% on the first $200 million of average daily Managed Assets and 0.50% above $200 million, paid monthly to the Adviser; this ties revenue to managed assets (including leverage), a key incentive consideration .

Employment Terms

No fund-level employment agreements, severance, change-of-control, non-compete, or clawback terms for Chadwick are disclosed in the proxy materials.

Board Governance

• Roles and service: Chadwick is Director, Chairman of the Board, CEO, and President (DFP Director since 2016; age 50) and is an “interested person” due to affiliation with the Adviser .
• Independence structure: 3 of 4 Directors are Independent; the Chair is an interested person; David Gale is Lead Independent Director; independent Directors chair the Audit and Nominating Committees .
• Committees: Audit Committee members are Independent Directors (Hogan (Chair), Dalmaso, Gale); Nominating Committee members are the same Independent Directors; Audit Committees met four times in FY2024 .
• Attendance and cadence: In FY2024, the DFP Board held six meetings (four telephonic) with 100% attendance; same cadence and 100% attendance reported for FY2023 .

Director compensation schedule (Independent Directors; per fund):

Board service history and continuity:

• Chadwick has been Director and Chair since Jan 2016; President since Apr 2015; portfolio manager roles long-tenured .
• Committee chairs: Karen H. Hogan (Audit) and Nicholas Dalmaso (Nominating); Dalmaso joined the Boards effective Jan 19, 2024, replacing retiring director Morgan Gust .

Dual-role implications:

• Chadwick serves simultaneously as Chair, CEO, President, and Adviser President; the Boards mitigate potential independence concerns via a Lead Independent Director, majority-Independent composition, and Independent-chaired committees .

Performance & Track Record

• Relative performance (NAV, peer comparison): DFP was at or above the median for the 1-, 5-, and 10-year periods, and below median for the 3-year period per Board materials; the Board also noted below-average advisory fees and below-average total expense ratio for DFP in the peer set .
• Adviser scale and fees: DFP managed assets of $735,524,469 and paid $3,721,761 in advisory fees in FY2024; DFP’s fee schedule includes a breakpoint at $200 million of Managed Assets (0.575%/0.50%) .
• Governance of advisory agreement: In 2025, Boards and shareholders considered “New Investment Advisory Agreements” due to an internal restructuring at the Adviser that could be viewed as a change of control; agreements are identical in terms and fees, and day-to-day management and strategies are unchanged .

Performance context table:

Investment Implications

• Pay-for-performance alignment: Chadwick receives no fund-paid compensation; his economic alignment is via (i) personal ownership of DFP shares (over $100k) and (ii) ownership and leadership at the Adviser, which earns fees based on DFP’s Managed Assets (including leverage) .
• Incentive levers: The asset-based fee schedule aligns incentives with asset preservation/growth and can diverge from pure TSR alignment; Board oversight, majority-independent composition, and Independent-chaired committees (plus a Lead Independent Director) help mitigate dual-role risks .
• Ownership and selling pressure: Disclosed holdings are in dollar ranges (DFP: >$100k) and aggregate management/board ownership in each fund is <1%; no pledging or Form 4 insider selling data is presented in the proxy, limiting visibility on near-term selling pressure .
• Contract/change-of-control economics: No executive employment contracts or severance terms are disclosed at the fund level; New Investment Advisory Agreements are identical to current agreements, indicating fee and service continuity through the Adviser’s internal restructuring .
• Execution track record: Long-tenured PM history and recent peer-relative NAV performance at/above median in 1-, 5-, and 10-year windows support stability; the below-median 3-year performance window underscores cyclical risk in the preferreds strategy .