David Gale
About David Gale
David Gale, age 75, is the Lead Independent Director of Flaherty & Crumrine Preferred and Income Securities Fund (FFC) and the broader fund complex. He has served as a director of PFD and PFO since 1997, and on FFC, FLC, and DFP since inception. Professionally, he is President and CEO of Delta Dividend Group, Inc. (since 1992), and previously was a Principal at Morgan Stanley (1983–1990) and Managing Director at Lehman Brothers (1990–1992). He was designated Lead Independent Director of each Fund in January 2024 and previously served as a director of Emmis Communications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Principal | 1983–1990 | Capital markets experience |
| Lehman Brothers Holdings Inc. | Managing Director | 1990–1992 | Preferreds/origination market context |
| Emmis Communications | Director | Not disclosed | Prior public company board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Dividend Group, Inc. (investments) | President & CEO | Since 1992 | Investment management leadership |
| Current Public Company Boards | None | N/A | No current public interlocks |
Board Governance
- Independence and leadership: 75% of the Board are Independent Directors; the Board Chair is an “interested person,” with a Lead Independent Director model adopted—David Gale serves as Lead Independent Director .
- Committee memberships: Audit Committee member; Nominating & Governance Committee member (chair roles held by others: Audit—Karen Hogan; Nominating—Nicholas Dalmaso) .
- Attendance: In FY ended Nov 30, 2024, each Fund’s Board held 6 meetings (4 telephonic). David Gale attended 100% of Board and 100% of committee meetings alongside all Directors .
- Audit oversight cadence: Audit Committees met 4 times in FY2024; issued an Audit Committee Report recommending inclusion of audited financial statements .
| Governance Metric | FY 2024 |
|---|---|
| Board meetings held (FFC) | 6 (4 telephonic) |
| Audit Committee meetings | 4 |
| Nominating Committee meetings | 2 |
| David Gale attendance | 100% Board; 100% committees |
| Independence status | Independent; Lead Independent Director |
| Audit Chair | Karen H. Hogan |
| Nominating Chair | Nicholas Dalmaso |
Fixed Compensation
Director compensation is fee-based (cash) with meeting-based increments; no equity grants are disclosed.
| Component | Amount per Fund (FFC) | Notes |
|---|---|---|
| Annual director fee (Independent Directors) | $9,000 | Per annum |
| In-person Board/Audit meeting fee | $750 per meeting | Applies to each in-person Board or Audit meeting |
| In-person Nominating Committee meeting fee | $500 per meeting | Per meeting |
| Telephone meeting fee | $250 per meeting | Per telephonic meeting |
| Audit Committee Chair premium | $3,000 | Chair only; Gale not chair |
| Director | Aggregate Compensation from FFC (FY 2024) | Total Compensation from Fund Complex (FY 2024) |
|---|---|---|
| David Gale (Lead Independent Director) | $16,500 | $82,500 (across 5 funds) |
Directors and executive officers do not receive pension or retirement benefits from the Funds .
Performance Compensation
No performance-linked compensation for Directors is disclosed; the proxy details only fixed cash fees and meeting-based fees.
| Performance Element | Status | Evidence |
|---|---|---|
| Bonus/Variable pay | None disclosed | Compensation section covers fixed fees only |
| Equity awards (RSUs/PSUs/Options) | None disclosed | No equity grants listed for Directors |
| Performance metrics tied to pay (e.g., TSR, EBITDA) | None disclosed | Not referenced in Director compensation |
| Clawbacks/COC/Severance for Directors | Not disclosed | No director-specific provisions disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Prior public company boards | Emmis Communications (prior service) |
| Shared directorships with suppliers/customers/competitors | Not disclosed |
| Non-profit/academic boards | Not applicable to Gale in proxy (IKAR pertains to Hogan) |
Expertise & Qualifications
- Investment management: President & CEO of Delta Dividend Group, Inc. for 30+ years; extensive buy-side perspective .
- Capital markets: Senior roles at Morgan Stanley and Lehman Brothers, including preferred stock origination exposure (industry context across Board) .
- Board leadership: Lead Independent Director designation in Jan 2024; seasoned governance participant across the fund complex .
Equity Ownership
As of December 31, 2024, David Gale’s beneficial ownership is reported by dollar ranges per Fund.
| Fund | Dollar Range of Equity Securities |
|---|---|
| PFD | D = $50,001–$100,000 |
| PFO | D = $50,001–$100,000 |
| FFC | D = $50,001–$100,000 |
| FLC | D = $50,001–$100,000 |
| DFP | C = $10,001–$50,000 |
| Aggregate across fund complex | E = Over $100,000 |
- Ownership concentration: Directors and officers, as a group, owned less than 1% of Shares of each Fund as of December 31, 2024 .
- Pledging/Hedging: No pledging or hedging disclosures for Directors were reported in the proxy .
- Shares outstanding (FFC): 48,177,896 as of January 16, 2025 (ownership % for Gale not disclosed) .
Governance Assessment
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Strengths:
- Oversight structure features a strong Independent majority (75%), formal Audit and Nominating Committees composed entirely of Independent Directors, and a Lead Independent Director role held by Gale .
- Full attendance (100%) at Board and committee meetings in FY2024 demonstrates engagement and effective oversight cadence (Board: 6 meetings; Audit: 4; Nominating: 2) .
- Independent Directors and their immediate families did not own securities in the Adviser or its affiliates, reducing related-party conflict risk .
-
Watch items:
- Board Chair is an “interested person” affiliated with the Adviser; while offset by the Lead Independent Director structure, investors should monitor independence in negotiations (e.g., advisory agreement renewals) .
- Ownership alignment is modest at the fund level (aggregate group ownership <1%), which may temper “skin-in-the-game” signaling despite Gale’s aggregate E-range across the complex .
-
Advisory agreement context:
- The Board unanimously recommended approval of new advisory agreements due to an internal restructuring at the Adviser; terms and advisory fees remain unchanged, signaling continuity but warrant routine fee/performance benchmarking by Independent Directors .
RED FLAGS
- No explicit red flags identified regarding David Gale’s conflicts, related-party transactions, or attendance. The proxy states no independent director or immediate family held securities in the Adviser or its affiliates, reducing conflict exposure .
- Equity or option awards to Directors are not disclosed; compensation appears entirely cash-based, which avoids repricing risk but offers limited long-term alignment compared to equity-based retention in operating companies .
Notes
- Audit Committee Report signatories include Gale alongside Dalmaso and Hogan (Chair), evidencing active committee participation .
- The Board and committees employ independent counsel for Independent Directors, bolstering governance quality .
All claims and figures above are sourced from FFC’s 2025 definitive proxy statement (DEF 14A) dated March 17, 2025.