Karen Hogan
About Karen Hogan
Karen H. Hogan (age 63) is an Independent Director of Flaherty & Crumrine Preferred and Income Fund Incorporated (PFD) and serves as Chair of the Audit Committee across the Flaherty & Crumrine fund complex (PFD, PFO, FFC, FLC, DFP) . She has served on PFD’s Board since 2005 (Class I Director 2005–2016; currently Class II since 2016), with her present term expiring at the 2027 Annual Meeting . Her background includes Senior Vice President of Preferred Stock Origination (and earlier Vice President of New Product Development) at Lehman Brothers (1985–1997), and prior service as director and Audit Committee chair of New World Coffee, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lehman Brothers Holdings Inc. | Senior Vice President, Preferred Stock Origination; previously Vice President, New Product Development | 1985–1997 | Preferred securities origination expertise |
| New World Coffee, Inc. | Director; Audit Committee Chair | — | Audit oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IKAR (non-profit) | Board Member; formerly Chair of the Board | — | Ongoing governance role in non-profit |
| Young Men’s Service League (local chapter) | Board Member | — | Community engagement |
| Local library | Capital campaign committee member | — | Community involvement |
| Additional non-profits | Board and/or active committee member | — | Multiple community roles |
Board Governance
- Independence and structure: Three of the Funds’ four Directors are Independent; the Chair of the Boards (R. Eric Chadwick) is an “interested person.” David Gale is the Lead Independent Director (designated January 2024; continuing in 2025) . Audit and Nominating Committees are composed entirely of Independent Directors under NYSE listing standards .
- Committee roles:
- Audit Committee: Members are Ms. Hogan (Chair), Mr. Dalmaso, and Mr. Gale; met four times in fiscal year ended Nov 30, 2024 . In prior year, each Audit Committee met four times (FY 2023) and issued an Audit Committee report with Ms. Hogan as Chair (Jan 19, 2023) .
- Nominating Committee: Members are Ms. Hogan, Mr. Dalmaso, and Mr. Gale; met two times in fiscal year ended Nov 30, 2024 .
- Terms: Board is classified (three classes), with Ms. Hogan currently a Class II Director at PFD since 2016; present term runs to 2027 .
- Annual meeting attendance: All Directors attended the April 17, 2024 Annual Meetings; all Directors attended the April 19, 2023 Annual Meetings .
Meeting Activity and Attendance
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Board Meetings Held (per fund) | 6 | 6 | 7 | 6 | 6 |
| Audit Committee Meetings | 4 | — | 4 | 4 | 4 |
| Attendance (Board and relevant committees) | 100% by all Directors | 100% by all Directors | 100% by all Directors | 100% by all Directors | 100% by all Directors |
Fixed Compensation
- Fee schedule (per fund, for Independent Directors):
- Annual director fee: $9,000; Meeting fees: $750 per in-person Board or Audit Committee meeting; $500 per in-person Nominating Committee meeting; $250 per telephone meeting. Audit Committee Chair receives an additional $3,000 annually per fund .
- Directors are reimbursed for travel and out-of-pocket expenses; no pension or retirement benefits are provided by the Funds .
Karen Hogan – Actual Cash Compensation
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Aggregate Compensation from PFD (per fund) | $19,500 | $19,500 | $20,500 | $19,500 | $19,500 |
| Total Compensation from Fund Complex (5 funds) | $97,500 | $97,500 | $102,500 | $97,500 | $97,500 |
Performance Compensation
- No equity awards, options, bonuses, or performance-linked metrics are disclosed for Directors; compensation consists of cash retainers and meeting fees. Directors and executive officers of the Funds do not receive pension or retirement benefits from the Funds .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards (past five years) | None |
| Prior public company boards | New World Coffee, Inc. (Director; Audit Committee Chair) |
| Interlocks with competitors/suppliers/customers | None disclosed in the proxy |
Expertise & Qualifications
- Preferred stock and structured securities expertise from senior origination role at Lehman Brothers (1985–1997), relevant to PFD’s preferred and income strategy .
- Audit leadership: current Audit Committee Chair across the fund complex; prior Audit Committee chair experience at New World Coffee .
- Fund governance experience: oversees five funds in the Flaherty & Crumrine fund complex .
- Independent status: Serves on committees composed solely of Independent Directors under NYSE standards .
Equity Ownership
- Beneficial ownership (dollar ranges) as reported:
- PFD: C ($10,001–$50,000); PFO: C; FFC: C; FLC: C; DFP: C; Aggregate across fund complex: D ($50,001–$100,000) .
- Group ownership: Directors, Nominees, and executive officers as a group owned less than 1% of the Shares of each Fund (as of December 31, 2022) .
- Independence confirmation: No Non-Interested Director or their immediate family members owned beneficially or of record any securities in the adviser (Flaherty & Crumrine) or its affiliates .
Ownership Table (Dollar Range Categories)
| Fund | Dollar Range Category |
|---|---|
| PFD | C ($10,001–$50,000) |
| PFO | C ($10,001–$50,000) |
| FFC | C ($10,001–$50,000) |
| FLC | C ($10,001–$50,000) |
| DFP | C ($10,001–$50,000) |
| Aggregate (all funds) | D ($50,001–$100,000) |
Governance Assessment
- Strengths:
- Independent oversight: Audit and Nominating Committees comprise only Independent Directors; Ms. Hogan chairs Audit, evidencing financial oversight leadership .
- Engagement: Consistent 100% attendance at Board and committee meetings across recent years; Audit Committee convened four times annually, indicating active oversight cadence .
- Independence safeguards: Majority independent board (75%); Lead Independent Director structure; no non-interested director/family ownership in the adviser .
- Potential risks and mitigants:
- Board chair is an “interested person” affiliated with the adviser; mitigated by majority independence and designated Lead Independent Director .
- Nominating Committees have not established a formal process for identifying candidates when a vacancy exists, which may limit transparency in director recruitment .
- Alignment signals:
- Personal investment: Reported dollar-range holdings ($10,001–$50,000 in each fund) suggest baseline alignment, though overall director group ownership remains below 1% of shares .
- Compensation structure: Modest, cash-only fee structure without equity or performance-linked pay reduces incentive misalignment risk .
RED FLAGS: None material disclosed related to related-party transactions, pledging/hedging, or option repricing. Note the absence of a formal vacancy identification process in Nominating and the Chair’s “interested person” status as governance considerations .