Bradford S. Stone

About Bradford S. Stone

Bradford S. Stone, age 65, is Chief Financial Officer, Vice President, and Treasurer of Flaherty & Crumrine Total Return Fund (FLC) and has served in these officer roles since the fund’s inception; he is also Portfolio Manager, Executive Vice President, and Chief Financial Officer of Flaherty & Crumrine Incorporated, the Fund’s external adviser, and a Director of the adviser . During the latest board review, the Funds noted long-term relative performance around or above peer medians (10-year median-or-better across the complex; for the latest 1-year period, PFO/FFC/FLC/DFP at or above median; all Funds below median over 3 years), with advisory fees below average versus peers—context for assessing execution and pay alignment in a closed-end fund/adviser model .

Past Roles

External Roles

Fixed Compensation

• Fund-level executive compensation is not itemized; the fund discloses that no executive officer or person affiliated with a Fund received compensation in excess of $60,000 from the Fund in FY 2024, and officers are generally compensated by the external adviser (not by the Fund) .
• Independent director fee framework (for governance context, not applicable to Stone as an officer): per-fund annual retainer $9,000 plus meeting fees; FY 2024 aggregate per-fund board and committee fees are shown, with no compensation paid to affiliated Chairman/CEO (R. Eric Chadwick) by the Funds .

Performance Compensation

• Not disclosed for Fund officers. As an adviser executive and owner, Stone’s economic incentives are primarily via the adviser’s profitability and equity value rather than Fund-paid variable compensation; FLC paid the adviser $1,668,584 in advisory fees in FY 2024 (illustrating the adviser fee pool Stone helps manage) .

Equity Ownership & Alignment

Notes:

• The 17.5% adviser ownership and related indirect interest are historical (as of FY 2015) and may have changed; current ownership percentages are not disclosed in the 2025 proxy .

Employment Terms

• Fund-level employment agreements, severance, change-in-control, non-compete, and clawback terms for Stone are not disclosed (officers are employees of the external adviser, and such terms are generally at the adviser level, not in the Fund proxy) .
• Adviser internal restructuring in 2025 will repurchase retired shareholders’ adviser shares and reallocate to current management shareholders; the Board notes no changes to advisory fees, day-to-day management, or fund strategies as a result. This could alter management shareholders’ stakes (including Stone’s) post-transaction .

Performance & Track Record

• Board evaluation highlighted adherence to investment discipline in preferred securities and relative performance context: across the funds, 10-year performance at or above peer median; 1-year period median-or-better for PFO, FFC, FLC, DFP; 3-year below median; 5-year mixed (PFD/FFC/FLC/DFP median-or-better, PFO slightly below). Advisory and combined fees were below average vs peers .
• The adviser managed ~$4.07 billion of AUM (including the Funds) as of 1/31/2025, underscoring platform scale for research and portfolio management in preferreds .

Compensation Structure Analysis

• Cash vs equity mix: Not disclosed for Fund officers; compensation is borne by the adviser, not the Fund .
• Option/RSU/PSU usage: No Fund-granted equity awards disclosed for officers; closed-end funds typically do not grant operating-company-style equity to fund officers .
• Clawback/gross-up/repricing: Not disclosed at Fund level .
• Say-on-pay: Not applicable; mutual/closed-end funds generally do not hold say-on-pay votes for fund officers.

Related Party Transactions (Adviser Model)

• FLC pays the adviser a fee based on managed assets with a breakpoint schedule; FY 2024 fees to the adviser were $1,668,584 for FLC. As an adviser executive/owner, Stone is economically aligned with adviser fee generation and efficiency. Board concluded fees were reasonable and below average vs peers, with breakpoints sharing economies of scale .
• The 2025 restructuring of the adviser’s ownership (repurchasing retired shareholders and reallocating to current management) was presented to shareholders with new advisory agreements identical in terms and fees to current agreements .

Investment Implications

• Alignment: As a Director and EVP/CFO of the adviser (and historical significant owner), Stone’s primary incentive is tied to adviser AUM and fee economics rather than Fund-paid salary/bonus—an alignment to sustained AUM, performance stability, and compliance. The 2025 adviser share reallocation to current management may increase management ownership concentration, potentially strengthening retention and long-term alignment for key executives like Stone .
• Retention risk: High organizational importance as CFO of both adviser and funds; the internal restructuring suggests continuity and potential enhanced stake for management, reducing near-term retention risk, per Board disclosures of unchanged day-to-day management .
• Insider selling pressure: No recent insider sale filings were identified for Stone at FLC; last historical filing was a Form 5 for FY 2015 showing small direct holdings and an indirect interest via adviser ownership. No pledging disclosures surfaced—limited evidence of selling pressure from personal holdings .
• Governance/related-party risk: The external adviser model embeds related-party economics; however, the Board highlighted below-average advisory/total fees and maintained that the new advisory agreements keep identical fees/terms, mitigating fee escalation risk. Independent director oversight and annual contract approvals remain key checks .

Where data are not disclosed (e.g., salary, target bonus, equity award specifics, severance/CoC terms at the adviser), the absence is typical for fund proxies where officers are employed by the external adviser rather than the Fund .

Key data references: Officer roles/age/tenure ; Adviser ownership/roles ; Advisory fees to FLC ; Performance context and fee benchmarking ; Adviser restructuring/new advisory agreements ; Historical beneficial ownership (Form 5) ; Group insider ownership <1% .