David Gale
About David Gale
David Gale, 75, is the Lead Independent Director of Flaherty & Crumrine Total Return Fund (FLC) and has served on the Fund’s board since inception; he was designated Lead Independent Director across the funds in January 2024 . He is President and CEO of Delta Dividend Group, Inc. (investment management) since 1992, and formerly was a Principal at Morgan Stanley (1983–1990) and a Managing Director at Lehman Brothers (1990–1992); he previously served as a director of Emmis Communications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Dividend Group, Inc. | President & CEO | Since 1992 | Investment management leadership |
| Morgan Stanley | Principal | 1983–1990 | Senior investment banking role |
| Lehman Brothers Holdings Inc. | Managing Director | 1990–1992 | Senior capital markets role |
| Emmis Communications | Director | Not disclosed | Prior public company board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (past 5 years) | None | N/A | No public boards in last five years |
| Other (non-profit/academic) | Not disclosed for Gale | N/A | N/A |
Board Governance
- Independence: Non-interested director; three of four directors are independent, and Gale is the Lead Independent Director across funds (appointed January 2024) .
- Committee assignments: Member of Audit Committee (chair: Karen Hogan) and Nominating & Governance Committee (chair: Nicholas Dalmaso) .
- Attendance: 100% attendance at Board and committees in FY 2023 and FY 2024; Board met six times each year (four telephonic); Audit met four times; Nominating met twice .
- Engagement: Independent directors are advised by independent counsel; the Boards conduct annual self-evaluations .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 6 | 6 |
| Audit Committee meetings held | 4 | 4 |
| Nominating Committee meetings held | 2 | 2 |
| Gale’s Board attendance rate | 100% | 100% |
| Gale’s Committee attendance rate | 100% | 100% |
Fixed Compensation
- Structure (per fund): Annual retainer $9,000; in-person Board/Audit meetings $750; in-person Nominating meetings $500; telephone meetings $250; Audit Committee Chair receives $3,000 (Gale is not chair) .
- Expense reimbursement: Travel and out-of-pocket expenses reimbursed by each fund .
- Pension/retirement: Directors do not receive pension or retirement benefits from the funds .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Director retainer (per fund) | $9,000 | $9,000 |
| Meeting fee – Board/Audit (per in-person) | $750 | $750 |
| Meeting fee – Nominating (per in-person) | $500 | $500 |
| Meeting fee – Telephone meeting | $250 | $250 |
| Gale aggregate compensation (per fund) | $16,500 | $16,500 |
| Gale total across fund complex (5 funds) | $82,500 | $82,500 |
Performance Compensation
- No equity awards, options, or performance-linked compensation are disclosed for directors; compensation consists of cash fees and expense reimbursement .
| Performance Metric | FY 2023 | FY 2024 |
|---|---|---|
| TSR-linked awards | Not applicable; no performance-linked director pay disclosed | Not applicable; no performance-linked director pay disclosed |
| Revenue/EBITDA targets | Not applicable; no performance-linked director pay disclosed | Not applicable; no performance-linked director pay disclosed |
| ESG/other goals | Not applicable; no performance-linked director pay disclosed | Not applicable; no performance-linked director pay disclosed |
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Conflicts |
|---|---|---|---|
| Emmis Communications | Director | Not disclosed | Prior role; no current interlocks disclosed |
| Current public boards | None | N/A | None disclosed (past five years) |
Expertise & Qualifications
- Investment management CEO with multi-decade portfolio oversight (Delta Dividend Group) .
- Prior senior investment banking roles (Morgan Stanley, Lehman Brothers) .
- Lead Independent Director role across the fund complex since January 2024, signaling board leadership and independent oversight .
Equity Ownership
- Dollar-range beneficial ownership by fund (as of December 31, 2024 valuation; beneficial ownership per Rule 16a-1(a)(2)) .
| Fund | Dollar Range | Notes |
|---|---|---|
| PFD | D ($50,001–$100,000) | Valued as of Dec 31, 2024 |
| PFO | D ($50,001–$100,000) | Valued as of Dec 31, 2024 |
| FFC | D ($50,001–$100,000) | Valued as of Dec 31, 2024 |
| FLC | D ($50,001–$100,000) | Valued as of Dec 31, 2024 |
| DFP | C ($10,001–$50,000) | Valued as of Dec 31, 2024 |
| Aggregate across fund complex | E (over $100,000) | Directors and officers as a group own <1% of each fund |
- Independence reinforcement: No non-interested director or immediate family members owned beneficially or of record any securities in the Adviser or its affiliates .
Governance Assessment
-
Strengths
- Lead Independent Director; three of four directors are independent, and independent chairs for key committees (Audit: Hogan; Nominating: Dalmaso) .
- Full attendance and active committee participation (Audit and Nominating), indicating strong engagement .
- Cash-only director compensation with modest fees; no equity awards or performance-linked pay reduces pay-related conflicts .
- Independent directors advised by independent counsel; annual board evaluations support oversight quality .
-
Watch items and potential red flags
- Long tenure (“since inception”) can raise entrenchment considerations in some governance frameworks; continued Lead Independent role mitigates but merits monitoring .
- Low aggregate director/officer ownership (<1% per fund) may limit direct economic alignment with common shareholders; Gale’s dollar-range ownership is meaningful but not quantified in shares .
- No related-party transactions disclosed; continue monitoring given Gale’s investment management affiliation (no conflicts disclosed; non-interested status affirmed) .
-
Shareholder-facing signals
- 100% attendance and stable compensation year-over-year support investor confidence in oversight consistency .
- Committee composition with independent chairs and Gale’s LID role indicates robust governance structure .