Chad Conwell
About Chad Conwell
Chad Conwell is Chief Compliance Officer, Vice President and Secretary of FFC and the other Flaherty & Crumrine closed-end funds; he is 52 and has served in these officer roles since 2005 . He is Executive Vice President, Chief Legal Officer, Chief Compliance Officer, and a Director of the investment adviser, Flaherty & Crumrine Incorporated, which managed approximately $4.07 billion of AUM as of January 31, 2025 . FFC had 48,177,896 shares outstanding on the January 16, 2025 record date; directors and officers as a group owned less than 1% of shares as of December 31, 2024 . Fund performance context: see returns below.
| Metric | 10-Year | 5-Year | 1-Year |
|---|---|---|---|
| FFC Total Return on NAV (%) | 5.9 | 4.1 | 19.5 |
| FFC Total Return on Market Price (%) | 4.5 | 1.4 | 15.8 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flaherty & Crumrine Preferred & Income fund complex (PFD, PFO, FFC, FLC, DFP) | Chief Compliance Officer, Vice President and Secretary | Since 2005 (DFP since inception) | Oversees fund compliance program, corporate secretary duties, supports governance across five closed-end funds |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flaherty & Crumrine Incorporated (Adviser) | Director; Executive Vice President; Chief Legal Officer; Chief Compliance Officer | Past five years; ongoing | Senior management and compliance leadership at the Adviser; listed among management shareholders |
Fixed Compensation
| Component | Amount | Structure | Source/Payer | Period |
|---|---|---|---|---|
| Chief Compliance Officer services fee | $35,000 per annum | Fixed annual fee for CCO services | Paid by FFC to the Adviser; out-of-pocket expenses reimbursed | FY 2024 and FY 2025 disclosures |
| Executive/officer compensation cap | No executive officer or affiliated person received >$60,000 from any Fund | Cap as disclosed in proxy | Paid by Funds | FY 2024 |
Note: Officers are employees of the Adviser; the fund pays service fees rather than operating-company style salaries, bonuses, or equity awards .
Performance Compensation
- No performance-based incentives (bonus metrics, RSUs/PSUs/options, vesting schedules) are disclosed for fund officers; compensation is service-fee driven to the Adviser .
Equity Ownership & Alignment
| Item | Detail | Date |
|---|---|---|
| Beneficial ownership (directors & officers as a group) | Less than 1% of FFC shares | As of Dec 31, 2024 |
| Shares outstanding | 48,177,896 | Record date Jan 16, 2025 |
| Shares pledged | Not disclosed | — |
| Stock ownership guidelines | Not disclosed | — |
| Adviser ownership alignment | Conwell is listed as a Director and management shareholder of the Adviser | Proxy filed Mar 17, 2025 |
| Adviser AUM | ~$4.07B | As of Jan 31, 2025 |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start date at FFC | Officer since 2005 | |
| Role description | Chief Compliance Officer, Vice President and Secretary across funds | |
| Officer term | Each officer serves until a successor is elected and qualifies or earlier resignation/removal | |
| Contract term length | Not disclosed | — |
| Severance provisions | Not disclosed | — |
| Non-compete / non-solicit | Not disclosed | — |
| Change-of-control context | Adviser undergoing internal restructuring (share repurchase from retired shareholders and reallocation to management) from Jul 1–Dec 31, 2025; new advisory agreements identical in fees/services approved and effective upon completion | |
| Clawback policy | “Recovery of Erroneously Awarded Compensation”: Not applicable for the Fund |
Investment Implications
- Compensation alignment: CCO services are paid via a fixed $35,000 annual fee from the Fund to the Adviser; no disclosed bonus/equity awards or performance targets for fund officers, limiting direct pay-for-performance linkage at the fund level .
- Retention and alignment: Conwell is a management shareholder and Director of the Adviser; the 2025 restructuring reallocates shares to management, with advisory agreements unchanged—an indicator of continuity and economic alignment at the Adviser level .
- Insider selling pressure: No Form 4 or pledging disclosures were found in fund documents; directors and officers as a group hold <1% of FFC, suggesting minimal direct ownership-driven selling pressure at the fund level .
- Governance and risk: Compliance oversight is central to his role; fund disclosures indicate effective controls and procedures with certifications by principal officers, and no changes in internal control over reporting in the periods reviewed .