Nicholas Dalmaso
About Nicholas Dalmaso
Nicholas Dalmaso, age 59, is an independent director of PFO and Chair of the Nominating and Governance Committee; he joined the Flaherty & Crumrine fund complex boards effective January 19, 2024 and serves on the Audit Committee as well . His recent professional background includes General Counsel of EquityBee (2022–2023), Founder and General Counsel of M1 Finance (2014–2021), and Founder/CEO of Sound Capital Holdings/Distributors/Solutions (since 2021), alongside current independent leadership roles on other registered investment company boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M1 Finance, Inc. | Founder and General Counsel | 2014–2021 | Senior legal and governance oversight at a registered broker/dealer |
| EquityBee, Inc. | General Counsel | 2022–2023 | Led legal function; governance experience |
| Keno Kozie Associates | Independent Director | Not disclosed | Prior independent board service |
External Roles
| Organization | Role | Since | Scope / Notes |
|---|---|---|---|
| Sound Capital Holdings LLC; Sound Capital Distributors LLC; Sound Capital Solutions LLC | Founder & CEO; Founder; Founder | 2021 | Distributors LLC is a registered broker/dealer; Solutions LLC is a registered investment adviser |
| Destra Capital Investment Company Boards | Independent Chair | Current | Independent Chair roles across three funds |
| Milliman Variable Insurance Trust | Lead Independent Trustee | Current | Lead independent oversight across two funds |
Board Governance
- Committees and roles: Chair, Nominating and Governance Committee; Member, Audit Committee; and independent director across five funds in the complex .
- Independence: Classified as a Non-Interested Director; Audit Committee is composed entirely of Independent Directors as defined by NYSE listing standards for closed-end funds .
- Attendance and engagement: Each Director attended 100% of Board and committee meetings in FY 2024; Board met six times (four telephonic), Audit Committee met four times, Nominating Committee met twice .
- Board leadership: David Gale is the Lead Independent Director; Boards utilize independent legal counsel for the Independent Directors and conduct annual performance evaluations .
- Years of service: Director since January 19, 2024; current PFO classification as Class III director .
| Committee | Position | FY 2024 Meetings | Attendance |
|---|---|---|---|
| Board of Directors | Director | 6 (4 telephonic) | 100% |
| Audit Committee | Member | 4 | 100% |
| Nominating & Governance Committee | Chair | 2 | 100% |
Fixed Compensation
| Component | Amount (per fund) | Basis |
|---|---|---|
| Annual Director Retainer | $9,000 | Per non-affiliated director per fund |
| Meeting Fee – Board/Audit (in-person) | $750 | Per meeting attended |
| Meeting Fee – Nominating (in-person) | $500 | Per meeting attended |
| Telephonic Meeting Fee | $250 | Per meeting attended |
| Audit Committee Chair Fee | $3,000 | Additional annual fee per fund (not applicable to Dalmaso) |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Dalmaso aggregate compensation from PFO (per fund) | $0 | $12,750 |
| Dalmaso total compensation across 5 funds (complex) | $0 | $63,750 |
Notes:
- Each Director is reimbursed for travel and out-of-pocket expenses; no pension or retirement benefits are provided by the Funds .
- Aggregate fund-level Board and committee meeting fees and travel reimbursements are disclosed per fund for FY 2024; the individual compensation table itemizes Dalmaso’s amounts .
Performance Compensation
| Award Type | Structure / Metrics | Disclosure |
|---|---|---|
| Equity awards (RSUs, PSUs) | Not applicable | No equity awards disclosed; director compensation consists of cash retainers and meeting fees |
| Options | Not applicable | No option awards disclosed |
| Pensions/SERP | Not applicable | Directors do not receive pension or retirement benefits from the Funds |
| Clawbacks / CoC / Severance | Not applicable | No director-specific clawback or severance provisions disclosed |
Other Directorships & Interlocks
| Entity | Role | Overlap with PFO Complex | Potential Interlock |
|---|---|---|---|
| Destra Capital Investment Company Boards | Independent Chair | Destra acts as servicing agent to FFC, FLC, and DFP | Service-provider overlap noted; independent chair role at separate funds |
| Milliman Variable Insurance Trust | Lead Independent Trustee | None disclosed | Independent trust governance role |
Expertise & Qualifications
- Financial services and securities governance expertise through leadership roles at broker/dealer and investment adviser entities (Sound Capital group), enhancing oversight of compliance and market structure topics .
- Senior legal experience as General Counsel at EquityBee and M1 Finance contributes to board-level risk oversight, policy, and controls .
- Prior independent directorship experience underscores familiarity with fiduciary duties and board processes .
Equity Ownership
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Dollar range of equity securities held in PFO | A (None) | A (None) |
| Aggregate dollar range across fund complex | A (None) | A (None) |
| Ownership (% of PFO shares outstanding) | 0.0% (None) | 0.0% (None) |
Notes:
- PFO had 13,077,326 shares outstanding on the January 16, 2025 record date; Directors and officers as a group owned less than 1% of each Fund .
Governance Assessment
- Positive signals: 100% attendance on Board and committee meetings; independent status; service as Nominating Chair and Audit Committee member; board uses independent legal counsel for Independent Directors; strong committee structure with majority independent directors (75% independent) .
- Compensation alignment: Cash-only director fees with modest retainers and per-meeting fees; no equity-based compensation or pensions that could impair independence; FY 2024 per-fund aggregate compensation for Dalmaso was $12,750, totaling $63,750 across the complex .
- Potential red flags: No personal share ownership in PFO or any fund in the complex (A = None), which may be a weaker alignment signal versus boards with ownership guidelines; no director stock ownership guidelines disclosed in the proxy .
- Interlocks: Independent Chair at Destra Capital Investment Company Boards while Destra is a servicing agent to three funds in the complex (FFC, FLC, DFP); while roles are independent and no related-party transactions are disclosed, the overlap warrants monitoring for perceived conflicts .
- Conflicts/related party exposure: Proxy states Non-Interested Directors and their immediate family members did not beneficially own securities of the Adviser or its control affiliates; no adviser-affiliate brokerage relationships; Audit Committee pre-approves audit/tax services; no non-audit services were provided to the Adviser or affiliates in FY 2024 .