Roger Ko
About Roger Ko
Roger Ko is Assistant Treasurer for Flaherty & Crumrine Total Return Fund Incorporated (FLC), serving since 2014; his principal occupation is Vice President and Trader at Flaherty & Crumrine, and he is age 50 . Officers serve until a successor is elected and qualifies or earlier resignation/removal . The proxy indicates directors and officers as a group owned less than 1% of FLC shares as of the record date, suggesting limited direct equity alignment at the fund level . Board materials describe fund performance relative to peers (FLC equal or greater than median at 1-, 5-, and 10-year, below median at 3-year), but do not attribute performance specifically to individual officers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flaherty & Crumrine Total Return Fund (FLC) and affiliated funds (PFD, PFO, FFC, DFP) | Assistant Treasurer | Since 2014 | Supports treasury functions for funds; principal occupation as Vice President and Trader at Flaherty & Crumrine |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed | — | — |
Fixed Compensation
- Fund officers’ compensation is borne by the Adviser; the fund does not directly pay officer salaries/bonuses. Advisory agreements state the Adviser “will bear all expenses…including compensation of…officers and employees connected with…trading and investment management and administration” .
- No executive officer or person affiliated with a Fund received compensation from any Fund in excess of $60,000 during the fiscal year ended November 30, 2024 .
| Item | Disclosure | Notes |
|---|---|---|
| Base salary | Not disclosed by Fund | Compensation is paid by Adviser, not FLC |
| Target bonus % | Not disclosed by Fund | Compensation is paid by Adviser, not FLC |
| Actual bonus | Not disclosed by Fund | Compensation is paid by Adviser, not FLC |
| Advisory fee paid by FLC (FY ended Nov 30, 2024) | $1,668,584 | Paid to Adviser; fee is asset-based, not officer-specific |
Performance Compensation
- The proxy contains no disclosure of RSUs/PSUs/options, strike prices, vesting schedules, or performance metrics tied to officer compensation; compensation is paid and structured at the Adviser level .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| — | None disclosed | — | — | — | — | — |
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| FLC Shares Outstanding (Record Date Jan 16, 2025) | 10,456,821 | Common stock |
| Directors and officers (group) ownership in FLC | <1% | As of Dec 31, 2024/Record Date |
| 5%+ beneficial owners | Sit Investment Associates/Sit Fixed Income Advisors II: 5.40% (559,576 shares) | As reported by Schedule 13G |
| Shares pledged/hedging by officers | Not disclosed | No pledging/hedging policy disclosure identified in proxy |
| Officer stock ownership guidelines | Not disclosed | No guidelines for officers disclosed in proxy |
| Adviser equity owners | R. Eric Chadwick, Bradford S. Stone, Chad C. Conwell, Donald F. Crumrine, Robert M. Ettinger, Robert T. Flaherty | Listed owners of Adviser; compensation/ownership of non-owner employees not disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Current role | Assistant Treasurer (FLC; also PFD, PFO, FFC, DFP) |
| Employment start in current role | Since 2014 |
| Principal occupation | Vice President and Trader, Flaherty & Crumrine |
| Contract term with Fund | Officer serves until successor elected/qualifies or earlier resignation/removal |
| Severance/change-of-control | Not disclosed for officers; advisory agreements terminate automatically upon “assignment”; new advisory agreements approved with identical fees due to internal Adviser restructuring |
| Clawbacks/ownership policies | Not disclosed for officers |
Structure of Advisory Fees (Compensation Alignment Context)
| Fee Basis | Schedule |
|---|---|
| FLC Adviser Fee | 0.575% on first $200mm of average weekly total managed assets; 0.50% on next $300mm; 0.45% above $500mm |
| Advisory Fee Nature | Asset-based; not explicitly tied to NAV total return or TSR metrics |
Performance & Track Record (Fund Context)
- Board-reviewed performance shows FLC equal or greater than peer median at 1-, 5-, and 10-year periods; below median at 3-year, with broader peer comparisons and fee/expense reviews also considered .
Investment Implications
- Pay-for-performance visibility is low: Roger Ko’s compensation is not disclosed and is paid by the Adviser; there are no fund-level metrics tied to officer pay, while the Adviser’s compensation is asset-based rather than NAV/TSR-based, reducing explicit linkage to shareholder returns .
- Alignment appears limited at the fund level: directors and officers as a group own less than 1% of FLC shares, and no officer-specific ownership, pledging, or hedging disclosures are provided .
- Retention risk cannot be directly assessed from fund documents: there are no disclosed employment contracts, severance, change-of-control terms, or equity vesting schedules for officers; however, the Adviser’s internal restructuring is represented as not affecting day-to-day management or investment objectives .
- Trading signal relevance: absence of officer-level Form 4 data in the proxy plus minimal disclosed officer ownership suggests limited insider selling pressure visibility from fund filings; the 5% block reported by Sit Investment indicates external holder concentration rather than insider dynamics .