Chad Conwell
Chief Compliance Officer, Vice President and Secretary at Flaherty & Crumrine PREFERRED & INCOME OPPORTUNITY FUND
Executive
About Chad Conwell
Chad Conwell, age 52, serves as Chief Compliance Officer, Vice President, and Secretary for Flaherty & Crumrine Preferred and Income Opportunity Fund (PFO) and sister funds, roles he has held since 2005; he is also Executive Vice President, Chief Legal Officer, Chief Compliance Officer, and a Director of Flaherty & Crumrine Incorporated, the external Adviser to the funds . He signs PFO proxy materials in his capacity as Secretary, evidencing a core governance role; the Adviser reported approximately $4.07 billion in assets under management as of January 31, 2025 . The proxy does not disclose education or fund-level TSR/revenue/EBITDA performance metrics tied specifically to Mr. Conwell .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flaherty & Crumrine Preferred and Income Opportunity Fund (PFO) | Chief Compliance Officer, Vice President, Secretary | Since 2005 | Fund officer overseeing compliance and governance; Secretary role for proxy materials |
| Flaherty & Crumrine Preferred Income Fund (PFD) | Chief Compliance Officer, Vice President, Secretary | Since 2005 | Fund officer roles across complex |
| Flaherty & Crumrine Preferred and Income Securities Fund (FFC) | Chief Compliance Officer, Vice President, Secretary | Since 2005 | Fund officer roles across complex |
| Flaherty & Crumrine Total Return Fund (FLC) | Chief Compliance Officer, Vice President, Secretary | Since 2005 | Fund officer roles across complex |
| Flaherty & Crumrine Dynamic Preferred and Income Fund (DFP) | Chief Compliance Officer, Vice President, Secretary | Since inception | Fund officer roles across complex |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flaherty & Crumrine Incorporated (Adviser) | Director; Executive Vice President; Chief Legal Officer; Chief Compliance Officer | Current | Ownership and senior leadership at the Adviser; central to legal and compliance oversight for $4.07B AUM platform |
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base salary | Not disclosed | Not disclosed | Fund proxies state the Adviser bears compensation of its officers and employees; fund does not report executive salaries |
| Target bonus % | Not disclosed | Not disclosed | Not disclosed by the funds; compensation administered by Adviser |
| Actual bonus | Not disclosed | Not disclosed | Not disclosed by the funds; compensation administered by Adviser |
| Perquisites | Not disclosed | Not disclosed | Not disclosed by the funds |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| RSUs/PSUs | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed (funds do not disclose officer equity awards; compensation borne by Adviser) |
| Stock options | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed (no fund-level disclosure) |
The closed-end funds’ externally managed structure means executive pay and equity awards for affiliated officers are handled by Flaherty & Crumrine Incorporated; the proxies do not provide individual pay-for-performance details for Mr. Conwell .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Adviser ownership | Flaherty & Crumrine Incorporated is owned by six individuals including Chad C. Conwell; specific ownership percentages are not disclosed |
| PFO shares outstanding | 13,077,326 shares as of the January 16, 2025 record date |
| Officer/director group ownership | Directors, nominees, and executive officers of each fund, as a group, owned less than 1% of outstanding shares as of December 31, 2024 |
| Individual PFO holdings (Conwell) | Not individually disclosed in the proxy |
| Pledging/hedging | No pledging/hedging disclosures identified for Mr. Conwell |
| Stock ownership guidelines | Not disclosed for fund officers |
Employment Terms
| Term | Detail |
|---|---|
| Fund officer tenure | Officer of PFO since 2005; similar roles across fund complex; officers serve until a successor is elected and qualifies or earlier resignation/removal |
| Secretary role | Signs proxy materials on behalf of Boards, evidencing ongoing corporate secretary responsibilities |
| Employment agreement | Not disclosed (officer compensation and employment terms are at the Adviser level, not the funds) |
| Severance/CoC | Not disclosed for Mr. Conwell. Note: Adviser restructuring can constitute a “change of control” of the Adviser, triggering automatic termination and re-approval of fund advisory agreements (shareholder vote), but this pertains to the advisory contract, not individual employment |
| Non-compete/non-solicit | Not disclosed |
Performance & Track Record
| Area | Disclosures |
|---|---|
| Fund performance assessment | Boards determined overall fund performance over time has been “satisfactory” under investment policies and strategies; no officer-specific metrics provided |
| Adviser scale | Adviser AUM ≈ $4.07 billion as of January 31, 2025; preferred securities specialist since 1983 |
| Audit oversight context | Audit Committees reviewed audited financials (FY ended Nov 30, 2024); risk oversight includes interactions with CCO and senior personnel (context for compliance leadership) |
Governance Touchpoints
| Item | Detail |
|---|---|
| Officer roster | Conwell listed among fund officers with specified roles and tenure; address Pasadena, CA |
| Board interactions | Boards receive risk and compliance reports from the Funds’ and Adviser’s Chief Compliance Officer as part of oversight (context to Conwell’s duties) |
Investment Implications
- Pay-for-performance visibility is limited at the fund level due to the externally managed structure; Mr. Conwell’s compensation and equity incentives are administered by the private Adviser and not disclosed in fund proxies, reducing direct transparency into bonus metrics, vesting pressure, or equity award pacing .
- Alignment is partially inferred via Adviser ownership—Mr. Conwell is one of six owners of Flaherty & Crumrine Incorporated—which aligns incentives with the Adviser’s franchise value; however, individual ownership stakes are not disclosed, and fund-level officer/director share ownership is de minimis (<1% as a group), limiting direct alignment with PFO’s public shareholders .
- Retention risk appears low given ~20 years of continuous tenure across the fund complex and senior roles at the Adviser; no severance/change-of-control employment economics are disclosed for Mr. Conwell, but advisory contract continuity requires shareholder approval upon Adviser control changes, anchoring stability at the fund level rather than individual employment .
- Trading signals tied to insider selling/vesting cannot be assessed from the proxies; no Form 4 or pledging/hedging disclosures for Mr. Conwell were identified in the available materials, suggesting limited immediate pressure from scheduled vesting or stock sales at the fund level .