Nicholas Dalmaso
About Nicholas Dalmaso
Nicholas Dalmaso (age 59) is an Independent Director of Flaherty & Crumrine Preferred and Income Fund (PFD) and serves as Chair of the Nominating and Governance Committee; he joined the Boards of the Flaherty & Crumrine funds in January 2024 and is nominated to serve a term expiring at the 2028 Annual Meeting . His recent roles include General Counsel of EquityBee, Inc. (2022–2023), Founder & CEO of Sound Capital Holdings/Distributors/Solutions (since 2021), and Founder & General Counsel of M1 Finance, Inc. (2014–2021) . He oversees five funds in the complex and is designated as an Independent Director under the Investment Company Act and NYSE closed‑end fund standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EquityBee, Inc. | General Counsel | 2022–2023 | Legal leadership; governance oversight |
| Sound Capital Holdings/Distributors/Solutions | Founder & CEO (and at Solutions, RIA) | Since 2021 | Founded and leads broker/dealer and RIA; capital markets/wealth platform experience |
| M1 Finance, Inc. | Founder & General Counsel | 2014–2021 | Built fintech broker/dealer; regulatory and compliance expertise |
| Keno Kozie Associates | Independent Director (prior service) | Not specified | Board oversight at technology services firm |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| Destra Capital Investment Company Boards | Independent Trustee and Chair | Current | Chair across 3 funds |
| Milliman Variable Insurance Trust | Lead Independent Trustee | Current | Lead independent trustee across 2 funds |
Board Governance
- Independence and leadership: Independent Director; Chair of the Nominating & Governance Committee; member of the Audit Committee alongside Karen H. Hogan (Chair) and David Gale (Lead Independent Director) .
- Committee activity and attendance: Audit Committee met 4 times and Nominating Committee met 2 times in FY ended Nov 30, 2024; Dalmaso attended 100% of Board and committee meetings; all directors attended the April 17, 2024 Annual Meetings .
- Board composition: 3 of 4 directors are Independent; Boards have a Lead Independent Director (David Gale); Chair (R. Eric Chadwick) is an “interested person” due to adviser affiliation .
- Tenure and nomination: Appointed as Director effective Jan 19, 2024; nominee for a term expiring at the 2028 Annual Meeting for PFD and DFP .
Fixed Compensation
| Component | PFD Policy (per fund) | Dalmaso Actual (FY ended Nov 30, 2024) |
|---|---|---|
| Annual director fee (cash) | $9,000 per annum | $12,750 – PFD |
| Board/Audit in‑person meeting fee | $750 per meeting | Included in above total |
| Nominating in‑person meeting fee | $500 per meeting | Included in above total |
| Telephone meeting fee | $250 per meeting | Included in above total |
| Committee chair fee (Audit only) | $3,000 per fund (Audit Chair) | Not applicable (Dalmaso not Audit Chair) |
| Pension/retirement benefits | None | None |
| Total across fund complex | — | $63,750 (5 funds total) |
Notes:
- The Board held 6 meetings (4 telephonic) during FY2024; directors are reimbursed for travel/out‑of‑pocket expenses .
- Aggregate remuneration paid to PFD directors in FY2024: Annual Directors Fees $27,000; Board/Committee Meeting Fees $25,500; Travel/Out‑of‑Pocket $1,789.90 (aggregate, not per director) .
Performance Compensation
- No equity or option awards, performance‑based incentives, or deferred compensation disclosed for directors; compensation is entirely cash‑based (fees and meeting stipends) .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock Consideration |
|---|---|---|
| Destra Capital Investment Company Boards | Chair and Independent Trustee (3 funds) | Destra acts as servicing agent to FFC, FLC, DFP within the Flaherty & Crumrine complex, facilitating information flow; not an adviser to PFD . |
| Milliman Variable Insurance Trust | Lead Independent Trustee (2 funds) | Independent insurance trust oversight; no disclosed transactions with PFD . |
Expertise & Qualifications
- Legal, regulatory, and compliance expertise from General Counsel roles (EquityBee; M1 Finance) and leadership of broker/dealer and RIA entities (Sound Capital), supporting board oversight in investment company governance and risk/compliance .
- Active leadership roles on other investment company boards (Chair, Lead Independent Trustee), strengthening committee governance experience .
Equity Ownership
| Fund | Dollar Range Held (as of Dec 31, 2024) | Dollar Range Key | Ownership % of Shares Outstanding |
|---|---|---|---|
| PFD | A | A = None | 0% (no shares held; PFD shares outstanding 12,852,556) |
| PFO | A | A = None | 0% |
| FFC | A | A = None | 0% |
| FLC | A | A = None | 0% |
| DFP | A | A = None | 0% |
Notes:
- Directors and officers as a group owned less than 1% of the shares of each fund as of Dec 31, 2024 .
- No Non‑Interested Director or immediate family members owned securities in the Adviser or affiliates (reduces adviser‑related conflicts) .
Governance Assessment
- Strengths: Independent status; chairing the Nominating & Governance Committee; member of Audit Committee; 100% attendance; broad legal/compliance background; independent counsel available to the Independent Directors; regular committee activity .
- Alignment considerations: No personal share ownership in PFD (or related funds) as of the latest disclosure, which may limit direct economic alignment with shareholders; director compensation is modest and cash‑based without equity components .
- Interlock watchpoint: Dalmaso chairs Destra fund boards, and Destra is a servicing agent for certain funds in the Flaherty & Crumrine complex (FFC, FLC, DFP); while no related‑party transactions are disclosed, this connection warrants monitoring for information flow or perceived conflicts across complexes; PFD itself is not serviced by Destra .
- No red flags disclosed: No related‑party transactions, loans, hedging/pledging, or legal proceedings involving the director in the proxy; all directors attended annual meetings and required committee meetings .