Nicholas Dalmaso
About Nicholas Dalmaso
Independent Director (Class II) of Flaherty & Crumrine Preferred and Income Securities Fund (FFC) since 2024; age 59. He serves as Chair of the Nominating and Governance Committee and is a member of the Audit Committee. Background includes General Counsel of EquityBee, Inc. (2022–2023), Founder & General Counsel of M1 Finance, Inc. (2014–2021), and Founder/CEO of Sound Capital Holdings LLC, Sound Capital Distributors LLC (broker-dealer), and Sound Capital Solutions LLC (RIA) since 2021. He also serves as Independent Chair of Destra Capital Investment Company Boards (3 funds) and Lead Independent Trustee of Milliman Variable Insurance Trust (2 funds) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EquityBee, Inc. | General Counsel | 2022–2023 | Legal leadership; governance oversight |
| M1 Finance, Inc. | Founder and General Counsel | 2014–2021 | Fintech legal, broker-dealer oversight |
| Keno Kozie Associates | Independent Director | Previously served (years not disclosed) | Board oversight |
External Roles
| Organization | Role | Tenure/Scope | Notes |
|---|---|---|---|
| Sound Capital Holdings LLC; Sound Capital Distributors LLC; Sound Capital Solutions LLC | Founder & CEO | Since 2021 | Broker-dealer and RIA leadership |
| Destra Capital Investment Company Boards | Independent Trustee and Chair | 3 funds | Board chair responsibilities |
| Milliman Variable Insurance Trust | Lead Independent Trustee | 2 funds | Lead independent governance |
Board Governance
- Independence: Dalmaso is a Non-Interested Director; Audit and Nominating Committees are composed entirely of Independent Directors under NYSE closed-end fund listing standards .
- Committee assignments: Audit Committee member (Chair: Karen H. Hogan); Nominating & Governance Committee Chair. Audit Committee met 4 times; Nominating Committee met 2 times in FY ended Nov 30, 2024 .
- Attendance and engagement: Board held six meetings (four telephonic) in FY2024; each Director attended 100% of Board and applicable committee meetings; all Directors attended the April 17, 2024 Annual Meetings .
- Tenure and term: FFC Class II Director since 2024; Class II Directors of FFC serve until the 2027 Annual Meeting .
- Board structure context: David Gale designated Lead Independent Director in January 2024; Chair of Boards is an interested person (R. Eric Chadwick) with 75% of Directors independent—structure deemed appropriate by the Boards .
Fixed Compensation
| Fee Policy (per Fund) | Amount | Notes |
|---|---|---|
| Annual Director fee (Independent Directors) | $9,000 | Per annum, per Fund |
| In-person Board or Audit Committee meeting fee | $750 | Per meeting, per Fund |
| In-person Nominating Committee meeting fee | $500 | Per meeting, per Fund |
| Telephone meeting fee | $250 | Per telephonic meeting, per Fund |
| Audit Committee Chair fee | $3,000 | Annual, per Fund (not applicable to Dalmaso) |
| Travel/out-of-pocket reimbursement | Actuals | Reimbursed by each Fund |
| FY2024 Director Compensation (Nov 30, 2024) | Amount | Complex Total |
|---|---|---|
| Nicholas Dalmaso – FFC | $12,750 | $63,750 across 5 funds |
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Performance-linked bonus/metrics | None disclosed | Compensation presented as fixed/meeting fees; no bonus metrics disclosed |
| Equity awards (RSUs/PSUs) | None disclosed | No stock or option grants reported in director compensation table |
| Options/vesting schedules | None disclosed | No option awards disclosed |
| Pension/SERP | None | Directors and executive officers do not receive pension/retirement benefits from the Funds |
Other Directorships & Interlocks
| Entity | Relationship to FFC | Dalmaso Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Destra Capital Investment Company Boards | Separate fund boards | Independent Trustee and Chair | Destra Capital Advisors LLC is servicing agent to FFC, FLC, DFP—cross-board ties warrant oversight for potential perceived conflicts |
| Milliman Variable Insurance Trust | Separate insurance trust | Lead Independent Trustee | No direct service relationship disclosed with FFC |
Expertise & Qualifications
- Legal and regulatory expertise from General Counsel roles at EquityBee and M1 Finance; leadership of broker-dealer and RIA entities (Sound Capital companies) indicates financial markets and compliance proficiency .
- Investment company governance experience as Chair/Lead Independent Trustee across multiple funds/trusts .
Equity Ownership
| Fund | Dollar Range Held | Key to Dollar Ranges | Valuation Date |
|---|---|---|---|
| PFD | A | A = $1–$10,000; B = $1–$10,000; C = $10,001–$50,000; D = $50,001–$100,000; E = over $100,000 | Dec 31, 2024 |
| PFO | A | Dec 31, 2024 | |
| FFC | A | Dec 31, 2024 | |
| FLC | A | Dec 31, 2024 | |
| DFP | A | Dec 31, 2024 | |
| Aggregate across complex | A | Dec 31, 2024 |
- FFC shares outstanding were 48,177,896 as of record date Jan 16, 2025 (context for ownership magnitude) .
- No Non-Interested Director or immediate family members owned any securities of the Adviser (Flaherty & Crumrine) or its affiliates, reducing direct adviser-related conflicts .
Governance Assessment
- Independence and roles: Dalmaso is a Non-Interested Director, Audit Committee member, and Chair of the Nominating & Governance Committee—positions that enhance board oversight of director selection and governance .
- Engagement: Perfect attendance (100%) at Board and applicable committee meetings in FY2024; Audit (4 meetings) and Nominating (2 meetings) schedules suggest regular oversight cadence; Board met six times (four telephonic), indicating active governance .
- Compensation alignment: Director pay is modest, cash-based, and uniform across funds with no performance-linked elements, equity awards, or pensions; alignment relies on personal holdings, which are in the lowest dollar range category across all funds (A), signaling limited “skin in the game” .
- Conflicts and interlocks: He chairs Destra fund boards while Destra Capital Advisors serves as servicing agent to FFC—this cross-relationship is a potential red flag for perceived conflicts; mitigation includes committee independence and use of independent legal counsel for Independent Directors .
- Adviser conflicts: Non-Interested Directors (including Dalmaso) and their immediate families held no securities of the Adviser or its affiliates, reducing adviser-related conflicts of interest .
- Audit oversight: Audit Committee is fully independent; KPMG provided no non-audit services to the Adviser or affiliates in FY2023–FY2024, limiting auditor conflict risks; audit/tax fees were pre-approved by the Audit Committee .
- Board structure: With a Lead Independent Director (David Gale) and 75% independent directors, the board structure supports effective oversight; Dalmaso’s more recent appointment (since 2024) adds fresh perspective alongside long-tenured directors .