David Gale
About David Gale
David Gale (age 75) is Lead Independent Director of Flaherty & Crumrine Preferred and Income Fund (PFD), serving on the fund boards since 1997 and designated Lead Independent Director in January 2024 . He is President and CEO of Delta Dividend Group, Inc. (since 1992), with prior roles as Principal at Morgan Stanley (1983–1990) and Managing Director at Lehman Brothers (1990–1992); he previously served as a director of Emmis Communications . He is classified as a non‑interested, independent director under the Investment Company Act and NYSE closed‑end fund listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Principal | 1983–1990 | Capital markets experience |
| Lehman Brothers Holdings Inc. | Managing Director | 1990–1992 | Fixed income/origination expertise |
| Emmis Communications | Director | Prior service (dates not disclosed) | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Delta Dividend Group, Inc. | President & CEO | Since 1992 | Independent investment management firm |
| Other public company boards (past 5 years) | None | N/A | As disclosed for last five years |
Board Governance
- Structure: 4 directors, 3 independent (75%); Chair is an “interested person” affiliated with the adviser; Gale is Lead Independent Director designated January 2024 .
- Committees: Audit Committee and Nominating & Governance Committees composed entirely of Independent Directors .
- Committee memberships: Gale serves on Audit and Nominating Committees; Audit Chair is Karen H. Hogan; Nominating Chair is Nicholas Dalmaso .
- Meetings and attendance: FY ended Nov 30, 2024—Board met 6 times (4 telephonic); Audit met 4 times; Nominating met 2 times; Gale attended 100% of Board and relevant committee meetings .
- Annual meeting attendance: All directors attended the April 17, 2024 Annual Meetings .
Fixed Compensation
| Component | PFD Amount | Basis/Notes |
|---|---|---|
| Annual director fee (per independent director, per fund) | $9,000 | Paid to each independent director |
| Meeting fees – Board/Audit (in-person) | $750 per meeting | Per in‑person Board or Audit Committee meeting |
| Meeting fees – Nominating (in-person) | $500 per meeting | Per in‑person Nominating Committee meeting |
| Meeting fees – Telephone meetings | $250 per meeting | Per telephonic meeting |
| Audit Committee Chair fee (per fund) | $3,000 | Paid to Audit Chair (Hogan), not Gale |
| Reimbursements | Travel & out‑of‑pocket reimbursed | Standard reimbursement policy |
| Gale aggregate compensation from PFD (FY ended 11/30/2024) | $16,500 | PFD line item in Compensation Table |
| Gale total across fund complex (5 funds) | $82,500 | Sum across PFD, PFO, FFC, FLC, DFP |
| Pension/retirement benefits | None | Directors do not receive pension/retirement benefits |
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | Compensation table shows cash fees; no equity awards disclosed |
| Option awards | Not disclosed | No options disclosed in director compensation |
| Performance metrics tied to director pay | Not disclosed | Director compensation structured as retainers/meeting fees |
| Clawback provisions | Not disclosed | Not addressed in proxy for directors |
| Severance/COC provisions | Not disclosed | Not applicable to independent directors in proxy |
| Pension/SERP | None | Explicitly stated no pension/retirement benefits |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Emmis Communications | Director | Prior service | Not within past five years |
| Public company boards (past 5 years) | None | Current | No other public boards listed |
Expertise & Qualifications
- Investment management leadership: President & CEO of Delta Dividend Group since 1992 .
- Capital markets experience: Morgan Stanley (Principal, 1983–1990), Lehman Brothers (MD, 1990–1992) .
- Governance leadership: Lead Independent Director (designated January 2024); member of Audit and Nominating Committees .
- Tenure: Director of the Funds for at least 19 years (PFD since 1997) .
Equity Ownership
| Fund | Dollar Range Held | As-of Date | Aggregate Family Range |
|---|---|---|---|
| PFD | D ($50,001–$100,000) | 12/31/2024 | E (over $100,000) |
| PFO | D ($50,001–$100,000) | 12/31/2024 | E (over $100,000) |
| FFC | D ($50,001–$100,000) | 12/31/2024 | E (over $100,000) |
| FLC | D ($50,001–$100,000) | 12/31/2024 | E (over $100,000) |
| DFP | C ($10,001–$50,000) | 12/31/2024 | E (over $100,000) |
- Definitions: A=None; B=$1–$10,000; C=$10,001–$50,000; D=$50,001–$100,000; E=over $100,000 .
- Ownership concentration context: Directors and officers, as a group, owned less than 1% of each fund’s shares; PFD had 12,852,556 shares outstanding as of record date Jan 16, 2025 .
Insider Trades
| Period Queried | Insider | Findings | Notes |
|---|---|---|---|
| 2023-01-01 to 2025-11-20 | David Gale | No Form 4 filings found | Insider-trades skill query by filing date returned no records for PFD during the period (script output) |
Related-Party and Conflict Checks
- Independence: Audit and Nominating Committees are entirely independent under NYSE closed‑end fund standards; Gale is a member of both .
- Adviser affiliations: No non‑interested director (including Gale) or immediate family owned any securities of Flaherty & Crumrine or its affiliates, reducing adviser-linked conflicts .
- Beneficial ownership reporting: Provided via dollar ranges; no pledging or hedging policies disclosed in the proxy .
- Indemnification language pertains to adviser agreements; not specific to Gale; board uses independent counsel for the Independent Directors .
Governance Assessment
- Strengths: Longstanding independent oversight role; Lead Independent Director designation; full attendance; independent committee structure; use of independent legal counsel; transparent cash-based director fee structure with modest per‑meeting fees .
- Alignment signals: Personal investments across the fund complex with aggregate “over $100,000” dollar range; however, directors/officers as a group own <1% of shares, suggesting limited ownership concentration at the board level .
- Potential watch items: Very long tenure (since 1997) may prompt investor monitoring of refreshment practices; no explicit board‑level stock ownership guidelines or anti‑hedging/pledging policies disclosed in the proxy .