Karen H. Hogan
About Karen H. Hogan
Karen H. Hogan, age 63, is an Independent Director and the Audit Committee Chair of PFO (Flaherty & Crumrine Preferred Income Opportunity Fund) and has served on PFO’s Board since 2016; she also previously served as a Class III Director of PFO from 2005–2016, indicating long-standing board experience across the fund complex . Her background includes senior roles at Lehman Brothers in preferred stock origination and product development, prior public company board and audit chair service, and multiple nonprofit leadership positions; she currently chairs each Fund’s Audit Committee . She is one of three Independent Directors on the four-member Boards; David Gale serves as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Lehman Brothers Holdings Inc. | SVP, Preferred Stock Origination; previously VP, New Product Development | 1985–1997 | Led origination in preferreds; product development in capital markets |
| New World Coffee, Inc. | Director; Audit Committee member and Chair | Not disclosed | Audit committee leadership at a public company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IKAR (non-profit) | Director; formerly Chair of the Board | Not disclosed | Current board member; past Chair |
| Young Men’s Service League (local chapter) | Board member | Not disclosed | Community nonprofit leadership |
| Local Library | Capital campaign committee member | Not disclosed | Community engagement |
| Various non-profits (community) | Board/active committee member | Not disclosed | Multiple additional nonprofit roles |
Board Governance
- Independence: Audit and Nominating Committees are composed entirely of Independent Directors under NYSE listing standards for closed-end funds; Ms. Hogan is a member of both and Chair of the Audit Committee .
- Committee assignments: Audit Committee (Chair: Hogan; members Gale, Dalmaso); Nominating Committee (members Hogan, Dalmaso, Gale) .
- Board structure and leadership: Three out of four directors are Independent; the Board Chair is an “interested person”; David Gale is Lead Independent Director .
- Classified board: Directors serve staggered three-year terms; Ms. Hogan is a nominee for a term expiring at the 2028 Annual Meeting for PFO (and other funds where nominated) .
- Attendance and engagement: FY ended Nov 30, 2024—Board held six meetings (four telephonic); every Director attended 100% of Board and applicable committee meetings; Audit Committee met four times; Nominating Committee met twice; all Directors attended the April 17, 2024 Annual Meetings of Shareholders .
- Conflicts guardrail: No Non-Interested Director or their immediate family owned any securities of the Adviser (Flaherty & Crumrine) or its control affiliates, reducing adviser-related conflicts .
Fixed Compensation
| Component | Amount | Basis / Notes |
|---|---|---|
| Annual Director fee (per fund; Independent Directors) | $9,000 | Paid by each Fund |
| Meeting fees (in-person Board or Audit) | $750 per meeting | Paid by each Fund |
| Meeting fees (in-person Nominating) | $500 per meeting | Paid by each Fund |
| Meeting fees (telephonic) | $250 per meeting | Paid by each Fund |
| Audit Committee Chair fee (per fund) | $3,000 per annum | Paid by each Fund |
| Reimbursements | Travel & out-of-pocket | Paid by each Fund |
| FY Ended Nov 30, 2024 – Ms. Hogan | PFO | Fund Complex (5 funds) |
|---|---|---|
| Aggregate Compensation from Fund(s) | $19,500 | $97,500 |
Notes: The Proxy states directors do not receive pension or retirement benefits from the Funds .
Performance Compensation
- No equity awards, stock options, or performance-based incentives are disclosed for directors; compensation is cash-based fees and chair fees, with no pensions or retirement benefits .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (past 5 years) | None |
| Adviser-related holdings (potential conflict check) | No Non-Interested Director or immediate family owned securities in Flaherty & Crumrine or its control affiliates |
Expertise & Qualifications
- Preferred securities expertise from senior origination role at Lehman Brothers; relevant to funds focused on preferreds .
- Audit oversight experience as current Audit Committee Chair for each Fund and former audit committee chair at a public company .
- Community and nonprofit governance experience, including IKAR (former Board Chair) .
Equity Ownership
As of December 31, 2024, beneficial ownership (by dollar range) is:
| Fund | Dollar Range Category | Dollar Range Key |
|---|---|---|
| PFO | C | $10,001 – $50,000 |
| PFD | C | $10,001 – $50,000 |
| FFC | C | $10,001 – $50,000 |
| FLC | C | $10,001 – $50,000 |
| DFP | C | $10,001 – $50,000 |
| Aggregate (Fund Complex) | D | $50,001 – $100,000 |
Additional notes:
- All share values were measured as of December 31, 2024 .
- Directors and executive officers, as a group, owned less than 1% of each Fund’s shares .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; full attendance; committees composed entirely of Independent Directors; Lead Independent Director structure; no adviser-affiliated securities ownership by Independent Directors—all supportive of robust oversight and investor confidence .
- Alignment: Personal investment in each fund is disclosed in dollar ranges (C per fund; D in aggregate), indicating meaningful but not concentrated ownership; no equity-based retainers means alignment relies on personal share ownership and fiduciary duties rather than stock awards .
- Board process: Audit Committee met four times; Nominating Committee met twice in FY 2024; Board met six times with 100% attendance, indicating strong engagement .
- RED FLAGS: None disclosed—no related-party transactions involving Ms. Hogan; no pensions or equity award modifications; no adviser securities holdings by Independent Directors; no attendance issues .
Overall signal: Ms. Hogan’s long-tenured board service, audit leadership, and independence—combined with consistent attendance and lack of adviser-related conflicts—are positives for governance quality at PFO .