David Gale
About David Gale
David Gale (age 75) is Lead Independent Director of Flaherty & Crumrine Preferred and Income Opportunity Fund (PFO) and has served on the Board since 1997; he was designated Lead Independent Director across the fund complex in January 2024 . He is President and CEO of Delta Dividend Group, Inc. (investment management) and previously served as Principal at Morgan Stanley (1983–1990) and Managing Director at Lehman Brothers (1990–1992), and was formerly a director of Emmis Communications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Principal | 1983–1990 | Investment banking leadership |
| Lehman Brothers Holdings Inc. | Managing Director | 1990–1992 | Senior capital markets leadership |
| Emmis Communications | Director (prior) | Not disclosed | Corporate governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Dividend Group, Inc. | President & CEO | Since 1992 | Investment management leadership |
| Public company boards (last 5 yrs) | None | N/A | No current public board interlocks |
Board Governance
- Independence and leadership: Gale is one of three Independent Directors (75% of the Board) and serves as Lead Independent Director across Funds; the Board Chair (Chadwick) is an interested director; independent directors chair key committees (Audit, Nominating) .
- Committee assignments: Member, Audit Committee (Chair: Karen H. Hogan); Member, Nominating and Governance Committee (Chair: Nicholas Dalmaso) .
- Attendance and engagement: For FY 2024, Boards held six meetings (four telephonic); each Director attended 100% of Board and committee meetings. Audit Committees met four times in FY 2024; members (Hogan, Dalmaso, Gale) were fully independent under NYSE standards .
- Years of service: Director of PFO since 1997; Lead Independent Director designation effective January 2024 .
Fixed Compensation
Compensation schedule (per fund):
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Director Retainer (per fund) | $9,000 | $9,000 |
| In-person Board or Audit Committee meeting fee | $750 per meeting | $750 per meeting |
| In-person Nominating Committee meeting fee | $500 per meeting | $500 per meeting |
| Telephone meeting fee | $250 per meeting | $250 per meeting |
| Audit Committee Chair fee (not applicable to Gale) | $3,000 per fund | $3,000 per fund |
| Travel & out-of-pocket expense reimbursement (per fund aggregate) | $1,729.80 (fund total) | $1,789.90 (fund total) |
Aggregate compensation received by David Gale from PFO:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from PFO | $16,500 | $16,500 |
Notes:
- Directors and officers do not receive pension or retirement benefits from the Funds .
- No executive officer or affiliated person received >$60,000 from a Fund in FY 2024 .
Performance Compensation
- No performance-based compensation (no bonuses, RSUs/PSUs, options, or performance metrics) is disclosed for Directors; compensation consists of fixed retainers and meeting fees .
| Performance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Performance-based cash bonus | None disclosed | None disclosed |
| Stock/Option awards | None disclosed | None disclosed |
| Compensation metrics (TSR, EBITDA, ESG) | Not applicable | Not applicable |
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Conflict Notes |
|---|---|---|---|
| Emmis Communications | Director (prior) | Not disclosed | No current public company directorships in last 5 years |
| Flaherty & Crumrine Fund Complex (PFD, PFO, FFC, FLC, DFP) | Director; Lead Independent Director | PFO since 1997; LID since Jan 2024 | Internal fund complex; no adviser security holdings by non-interested directors, reducing conflicts |
Expertise & Qualifications
- Deep capital markets and investment management experience (Morgan Stanley Principal; Lehman Brothers MD; CEO of Delta Dividend Group since 1992) .
- Long-tenured fund governance; designated Lead Independent Director in January 2024, indicating Board confidence in independent oversight .
- No public company boards in past five years, limiting external interlocks that could create conflicts .
Equity Ownership
Beneficial ownership (dollar ranges, as of December 31, 2024):
| Fund | Dollar Range Held |
|---|---|
| PFO | D ($50,001–$100,000) |
| PFD | D ($50,001–$100,000) |
| FFC | D ($50,001–$100,000) |
| FLC | D ($50,001–$100,000) |
| DFP | C ($10,001–$50,000) |
| Aggregate (all funds overseen) | E (over $100,000) |
Additional alignment and independence indicators:
- Directors and officers as a group owned less than 1% of each Fund’s outstanding shares (as of record date) .
- No Non-Interested Director or immediate family members owned securities in the Adviser or its affiliates, reducing related-party exposure .
Governance Assessment
Strengths:
- Lead Independent Director role with long tenure; Board has 75% independent directors and independent committee leadership (Audit, Nominating), supporting oversight quality .
- Full attendance at Board and committee meetings; Audit Committee met four times in FY 2024; Gale is an active member, indicating engagement .
- Director compensation is modest, standardized, and cash-only; no equity or performance awards that could misalign incentives in a closed-end fund context .
Watch items:
- No director stock ownership guidelines disclosed; beneficial ownership reported only in dollar ranges, limiting transparency on actual stake size; aggregate fund complex holdings >$100k but <1% of shares outstanding at each Fund .
- Adviser restructuring required new advisory agreements; while fees and services remain identical, continued oversight of adviser change-of-control implications is prudent (Board unanimously recommended approval) .
Potential conflicts or related-party exposure:
- None identified specific to Gale; he is independent and, along with non-interested directors, does not hold securities of the Adviser or affiliates .
- Board compensation and reimbursements are disclosed and uniform across the fund complex; no perquisites or tax gross-ups disclosed for directors .