Nicholas Dalmaso
About Nicholas Dalmaso
Independent director of Flaherty & Crumrine Total Return Fund (FLC); age 59; joined the Flaherty & Crumrine fund complex boards in January 2024 and serves as Chair of the Nominating & Governance Committee . Background in financial services and securities law; Founder/CEO of Sound Capital Holdings/Distributors/Solutions (broker-dealer and RIA), Founder and General Counsel of M1 Finance (broker-dealer), and General Counsel of EquityBee (2022–2023) . Classified as a Non‑Interested (independent) director under the 1940 Act and NYSE closed-end fund listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M1 Finance, Inc. (registered broker/dealer) | Founder and General Counsel | 2014–2021 | Built broker-dealer platform; legal and governance leadership |
| EquityBee, Inc. | General Counsel | 2022–2023 | Corporate legal oversight |
| Keno Kozie Associates | Independent Director | Previously (dates not disclosed) | Board governance (details not disclosed) |
External Roles
| Organization | Role | Scope | Notes |
|---|---|---|---|
| Destra Capital Investment Company Boards | Independent Trustee and Chair | 3 funds | Leadership of fund boards affiliated with Destra |
| Milliman Variable Insurance Trust | Lead Independent Trustee | 2 funds | Lead independent oversight |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Audit Committee (Audit Committee members: Hogan (Chair), Dalmaso, Gale) .
- Independence and leadership: Non‑Interested Director; Boards have 75% Independent Directors; Lead Independent Director is David Gale; Chair of the Boards is an “interested person” (R. Eric Chadwick) .
- Attendance: 100% attendance at Board and all committee meetings for FY ended Nov 30, 2024; Board held 6 meetings (4 telephonic) .
- Committee activity: Audit Committee met 4 times; Nominating Committee met 2 times in FY 2024 .
- Annual meeting attendance: All Directors attended the April 17, 2024 Annual Meetings .
Fixed Compensation
Director fee structure per fund:
- Annual director fee: $9,000; meeting fees: $750 per in-person Board/Audit meeting, $500 per in-person Nominating Committee meeting, $250 per telephone meeting; Audit Committee Chair receives $3,000 per fund (not applicable to Dalmaso) .
FY compensation received by Nicholas Dalmaso:
| Fund | FY 2023 (Ended Nov 30, 2023) | FY 2024 (Ended Nov 30, 2024) |
|---|---|---|
| PFD | $0 | $12,750 |
| PFO | $0 | $12,750 |
| FFC | $0 | $12,750 |
| FLC | $0 | $12,750 |
| DFP | $0 | $12,750 |
| Total (Fund Complex) | $0 | $63,750 |
Notes:
- Dalmaso was appointed January 19, 2024; hence no FY 2023 compensation .
- Directors are reimbursed for travel and out‑of‑pocket expenses .
Performance Compensation
- No equity or performance-linked director compensation is disclosed; compensation consists of fixed and meeting fees per fund (no RSUs/PSUs/options or performance metric linkage reported) .
| Performance-linked element | Status |
|---|---|
| RSUs/PSUs | None disclosed |
| Stock options | None disclosed |
| Bonus/TSR/EBITDA metrics | None disclosed |
| Clawbacks/COC provisions | Not disclosed for directors |
Other Directorships & Interlocks
| Entity | Relationship to FLC | Dalmaso’s role | Potential interlock/conflict |
|---|---|---|---|
| Destra Capital Advisors LLC | Servicing agent to FLC, FFC, DFP | Independent Trustee and Chair of Destra Capital Investment Company Boards | Governance interlock to monitor (service provider to FLC and chairing related fund boards) |
Expertise & Qualifications
- Securities law and governance expertise from GC roles (M1 Finance, EquityBee) .
- Financial services operating experience; founder of broker-dealer and RIA entities (Sound Capital) .
- Board leadership experience: Chair of Nominating Committee at FLC; chairs other fund boards; Lead Independent Trustee at Milliman Variable Insurance Trust .
Equity Ownership
Beneficial ownership as of Dec 31, 2024:
| Fund | Dollar Range |
|---|---|
| PFD | None (“A”) |
| PFO | None (“A”) |
| FFC | None (“A”) |
| FLC | None (“A”) |
| DFP | None (“A”) |
| Aggregate across fund complex | None (“A”) |
Additional alignment context:
- Directors and officers, as a group, owned less than 1% of outstanding shares for each fund; all shares valued as of Dec 31, 2024 .
Governance Assessment
- Strengths: Independent status; 100% attendance and active participation in Audit and Nominating Committees; serves as Chair of Nominating & Governance; fund boards retain independent counsel and conduct annual performance evaluations .
- Alignment: No personal share ownership in FLC or the complex (beneficial ownership “A”), which may reduce direct “skin‑in‑the‑game” alignment; however, fee levels are modest and standardized for closed‑end funds .
- Conflicts and red flags to monitor: Potential interlock via Destra (servicing agent to FLC) given Dalmaso’s chair role at Destra‑affiliated fund boards; no related‑party transactions disclosed and non‑interested directors and immediate families do not own securities of the adviser or its affiliates .
- Engagement signal: Strong committee activity (Audit met 4x; Nominating met 2x) and all directors attended the 2024 annual meetings, supporting board effectiveness .
Overall, Dalmaso’s legal/governance background and committee leadership support board oversight quality; monitor ownership alignment and Destra interlocks for potential perception risks.