Adam M. Derechin

About Adam M. Derechin

Adam M. Derechin (born 1964) is a Director classified as an “Interested Director” of Cohen & Steers Select Preferred and Income Fund, Inc. (PSF) due to his affiliation with the investment manager and its parent, Cohen & Steers, Inc. (CNS) . He has served on the Boards in the Cohen & Steers Fund Complex since 2021; his current PSF Board term runs through the 2027 annual meeting . Derechin is Chief Operating Officer (COO) of Cohen & Steers Capital Management, Inc. (the Advisor) since 2003 and COO of CNS since 2004, and previously served as President and Chief Executive Officer of the Funds from 2005 to 2021 .

Past Roles

External Roles

Board Governance

• Independence status: Interested Director (not independent) due to affiliation with the Advisor and CNS .
• Committee assignments: Committees are comprised solely of Independent Directors; members are:
  • Audit: Ramona Rogers‑Windsor; Michael G. Clark; Gerald J. Maginnis (Chair) .
  • Nominating; Contract Review: Jane F. Magpiong; Daphne L. Richards; Ramona Rogers‑Windsor; Michael G. Clark; George Grossman; Dean A. Junkans; Gerald J. Maginnis .
  • Governance: Jane F. Magpiong; Daphne L. Richards; George Grossman .
  • Dividend: Daphne L. Richards; Ramona Rogers‑Windsor; Dean A. Junkans; Gerald J. Maginnis .
• Chair roles: Lead Independent Director is Michael G. Clark; Audit Committee Chair is Gerald J. Maginnis .
• Attendance: “Each Director then in office attended at least 75%” of Board/Committee meetings; Audit Committee met six times in the fiscal year .
• Annual meeting attendance policy: No policy; none of the Directors attended any Fund’s 2024 annual meeting of stockholders .

Fixed Compensation

• Interested Directors (including Derechin) receive no compensation from PSF or any Cohen & Steers Fund in the complex; table reports $0 for Derechin across all funds (including PSF) for year ended December 31, 2024 .
• Independent Director fee schedule (context for Board structure):
  • Base retainer increased to $205,000 per year effective Jan 1, 2025 (prior $185,000); per‑meeting fee $12,500 per quarter ($50,000 annually) .
  • Chair adders aggregated across complex: Audit Chair $40,000 (prior $30,000); Contract Review Chair $20,000; Governance Chair $20,000; Dividend Chair $10,000; Nominating Chair up to $20,000 when seats are being filled; Lead Independent Director $65,000 .

• Out‑of‑pocket reimbursements: PSF reimbursed Directors $152.07 for the year ended December 31, 2024 (allocated across directors who attended); Interested Directors do not receive fees but may have reimbursable expenses .

Performance Compensation

• No performance‑based compensation disclosed for Directors; pay is fixed cash retainer and meeting fees for Independent Directors; Interested Directors receive none .

Other Directorships & Interlocks

• Investment management agreements: PSF’s investment management and administration agreements with the Advisor dated September 15, 2010; Advisor is wholly‑owned by CNS .
• Auditor non‑audit services to Service Affiliates: $0 in 2023–2024, limiting auditor independence conflicts; PSF non‑audit services billed at $6,427 (typical fund reporting services), pre‑approved per Audit Committee charter processes .

Expertise & Qualifications

• Senior operational leadership in asset management as COO of both Advisor and parent CNS; prior fund complex President/CEO tenure indicates extensive governance and fund operations experience .
• Oversees 23 funds within the Cohen & Steers Fund Complex as a Director, providing cross‑fund governance continuity .

Equity Ownership

• Dollar range of PSF equity owned by Derechin as of December 31, 2024: A (None) .
• Aggregate dollar range across Cohen & Steers Fund Complex for Derechin: E (Over $100,000) .
• Record holdings and >5% beneficial owner context:
  • PSF shares outstanding at record date: 12,026,703 (held of record by Cede & Co. at ~99.988%) .

  • 5% beneficial owner: Morgan Stanley, 635,940 PSF shares (5.3%) reported 9/30/2024 .

Insider Trades

Governance Assessment

• Strengths:
  • Independent‑only committee structure (Audit, Nominating, Contract Review, Governance, Dividend) with named Independent members and an active Audit Committee (6 meetings) supports oversight and mitigates conflicts from Interested Directors .
  • Interested Directors, including Derechin, receive no fund‑level compensation, limiting pay‑driven conflicts; chair fees accrue only to Independent Directors with defined roles .
  • Auditor independence reinforced: no non‑audit services to Service Affiliates; PSF’s non‑audit fees standard and pre‑approved; Audit Committee independence affirmed via charter and PCAOB processes .
• Risks/Red Flags:
  • Independence: Derechin is an Interested Director due to executive roles at the Advisor and CNS, creating potential related‑party influence over agreements with the Advisor; oversight mitigated by Independent committees but remains a structural conflict .
  • Alignment: Derechin held no PSF shares as of year‑end 2024 (Dollar Range A), which may weaken direct fund‑specific ownership alignment versus Independent Directors who typically receive cash retainers and have disclosed holdings .
  • Engagement: While the proxy indicates 75%+ meeting attendance, no Directors attended the 2024 annual stockholder meetings; this can be perceived as limited shareholder‑facing engagement (though common for closed‑end funds) .

Overall, the Cohen & Steers fund governance framework places decision‑making within Independent‑only committees and maintains auditor safeguards, but investors should note Derechin’s Interested status and lack of PSF share ownership as alignment and conflict‑of‑interest considerations relative to the Advisor relationship .