Gerald J. Maginnis
About Gerald J. Maginnis
Independent director of Cohen & Steers Select Preferred and Income Fund, Inc. (PSF) since 2015; nominated to a term ending at the 2028 annual meeting. Year of birth: 1955; service across 23 funds in the Cohen & Steers fund complex. Former Philadelphia Office Managing Partner at KPMG LLP; held leadership roles at PICPA and AICPA. Currently Audit Committee Chair across the Cohen & Steers closed‑end funds; external roles include Audit Committee Chair at inTEST Corporation (since 2020) and Advisory Board Chair at Centri Consulting LLC (since 2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Philadelphia Office Managing Partner | 2006–2015 | Led audit practice governance and operations in region |
| KPMG LLP | Partner in Charge, Pennsylvania Audit Practice | 2002–2008 | Oversight of audit quality and client portfolio |
| Pennsylvania Institute of CPAs (PICPA) | President; Board Member | President 2014–2015; Board 2012–2016 | Professional standards leadership |
| AICPA (Council) | Council Member | 2013–2017 | National policy input for accounting profession |
| AICPA Foundation | Trustee | 2015–2020 | Oversight of foundation governance |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| inTEST Corporation | Board Member; Audit Committee Chairman | 2020 | Public company board, audit oversight |
| Centri Consulting LLC | Advisory Board Chairman | 2022 | Advisory leadership at consulting firm |
Board Governance
- Board structure: PSF’s Board is majority independent (>75%), with an Interested Chair and Michael G. Clark designated Lead Independent Director. Mandatory retirement at age 75.
- Committees and membership (all independent members):
- Audit Committee: Ramona Rogers‑Windsor; Michael G. Clark; Gerald J. Maginnis (Chair)
- Nominating Committee: Jane F. Magpiong; Daphne L. Richards; Ramona Rogers‑Windsor; Michael G. Clark; George Grossman; Dean A. Junkans; Gerald J. Maginnis
- Contract Review Committee: Same membership as Nominating
- Governance Committee: Jane F. Magpiong; Daphne L. Richards; George Grossman
- Dividend Committee: Daphne L. Richards (Chair); Ramona Rogers‑Windsor; Dean A. Junkans; Gerald J. Maginnis
- Meetings and attendance: PSF Board met 11 times (2024 fiscal year); Audit Committee met 6 times. Each Director attended at least 75% of aggregate Board and Committee meetings; no Director attended 2024 annual stockholder meetings.
- Audit Committee Report: Submitted Feb 27, 2025 by Audit Committee members including Maginnis as Chair.
Fixed Compensation
| Component | 2024 Structure | 2025 Structure (effective Jan 1, 2025) | Notes |
|---|---|---|---|
| Independent Director Base Retainer | $185,000 | $205,000 | Paid quarterly |
| Per‑meeting Fee (quarterly) | $10,000 ($40,000 annually) | $12,500 ($50,000 annually) | Paid per quarterly meeting |
| Audit Committee Chair Fee (aggregate across fund complex) | $30,000 | $40,000 | Increased Jan 1, 2025 |
| Contract Review Chair Fee | $20,000 | $20,000 | Aggregate |
| Governance Chair Fee | $20,000 | $20,000 | Aggregate |
| Dividend Chair Fee | $10,000 | $10,000 | Aggregate |
| Lead Independent Director | $65,000 | $65,000 | Aggregate |
| Director Compensation Received (Calendar 2024) | PSF Paid ($) | Total Paid by Fund Complex ($) |
|---|---|---|
| Gerald J. Maginnis (Audit Chair) | 10,416.45 | 255,000 |
| Out‑of‑Pocket Expenses (PSF) | 152.07 | — |
- Directors do not receive pension or retirement benefits from the Cohen & Steers fund complex.
Performance Compensation
| Element | Disclosed? | Detail |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | Compensation tables show cash; no equity awards indicated |
| Options | Not disclosed | No option awards indicated |
| Performance metrics (TSR, EBITDA, etc.) | Not disclosed | Director pay not tied to operating metrics |
| Clawback/COC provisions | Not disclosed | Not addressed in proxy |
Other Directorships & Interlocks
| Company | Relationship to PSF | Potential Interlock/Conflict |
|---|---|---|
| inTEST Corporation | Unrelated operating company | No dealings disclosed in proxy; no related‑party transactions flagged |
| Centri Consulting LLC | Advisory role | No PSF payments to entities associated with Directors disclosed |
Expertise & Qualifications
- Deep audit leadership and financial reporting expertise (KPMG regional leadership; PICPA President; AICPA Council/Trustee), positioning him as an “financial expert” for audit oversight.
- Familiarity with public company governance as Audit Committee Chair at inTEST.
Equity Ownership
| Holder | PSF Ownership Detail | Date/Source |
|---|---|---|
| Gerald J. Maginnis | Dollar range in PSF: “C” = $10,001–$50,000 | As of Dec 31, 2024 |
| Directors & Officers (aggregate) | 6,559.6215 shares (<1% of PSF) | As of Jan 31, 2025 |
| 5% Beneficial Owner | Morgan Stanley: 635,940 shares (5.3%) | Reported 9/30/2024 |
- As of Dec 31, 2024, none of the Independent Directors or immediate family members owned securities of the Advisor or its affiliates.
- No disclosures of pledged or hedged PSF shares by Directors in proxy.
Insider Filings (Section 16)
| Filing Date | Transaction Date | Form | Reporting Name | Link |
|---|---|---|---|---|
| 2025-02-11 | 2024-12-31 | Form 5 | Maginnis Gerald J. | https://www.sec.gov/Archives/edgar/data/1498612/000095017025017781/0000950170-25-017781-index.htm |
| 2024-02-13 | 2023-12-31 | Form 5 | Maginnis Gerald J. | https://www.sec.gov/Archives/edgar/data/1498612/000095017024014250/0000950170-24-014250-index.htm |
- Funds reported overall compliance with Section 16(a) filing requirements for FY2024; one Form 3 delinquency noted for an RFI portfolio manager, not related to Directors.
Governance Assessment
- Strengths: Long tenure since 2015; designated Audit Committee Chair across all funds; robust audit oversight evidenced by formal Audit Committee report; broad financial credentials support board effectiveness; majority‑independent board structure with a Lead Independent Director.
- Alignment: Personal PSF holdings in the $10k–$50k range; Directors as a group own PSF shares though <1%—typical for closed‑end funds.
- Compensation signals: 2025 increases in base retainer (+$20k) and quarterly meeting fees (+$2.5k per quarter) and Audit Chair fee (+$10k) indicate cash‑heavy compensation trends; no equity or performance‑based elements disclosed (lower pay‑for‑performance alignment, common for fund directors).
- RED FLAGS:
- Staggered board terms explicitly noted as an anti‑takeover provision, limiting stockholders’ ability to change board majority quickly.
- Directors did not attend 2024 annual stockholder meetings (no attendance policy); while common in funds, it reduces visible shareholder engagement.
Overall, Maginnis’s audit leadership and independent status bolster investor confidence on financial controls and reporting, while the fund’s staggered board and cash‑centric director pay lack performance linkage but are standard in the closed‑end fund sector.
Notes on Source
- PSF is Cohen & Steers Select Preferred and Income Fund, Inc. (Capital Markets; GICS 40203010). [PSF lookup via companies database]
- All governance and compensation information is from the March 5, 2025 Combined DEF 14A proxy for the Cohen & Steers closed‑end funds.
- Insider filings retrieved via SEC links noted above.