Michael G. Clark
About Michael G. Clark
Michael G. Clark (born 1965) is an Independent Director and the Lead Independent Director for Cohen & Steers Select Preferred and Income Fund, Inc. (PSF). He has served on the Cohen & Steers funds’ boards since 2011, with his current PSF board term expiring in 2026. Clark is a Chartered Financial Analyst (CFA) and Certified Public Accountant (CPA), and previously served as President and CEO of DWS Funds and Managing Director at Deutsche Asset Management (2006–2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DWS Funds | President and Chief Executive Officer | 2006–2011 | Led a major U.S. mutual fund complex . |
| Deutsche Asset Management | Managing Director | 2006–2011 | Senior leadership in global asset management . |
| Merrill Lynch Investment Managers / Merrill Lynch Asset Management | Senior management roles | Prior to DWS | Investment management leadership roles . |
| Merrill Lynch & Co.; Deloitte & Touche | Auditor | Early career | Accounting and audit foundation; CPA credential . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy for Clark . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent Director (not an “interested person” under the 1940 Act). Over 75% of directors across the funds are independent; board chairs are interested persons, mitigated by a designated Lead Independent Director structure . |
| Lead Independent Director | Lead Independent Director since January 2018; functions include chairing independent executive sessions, agenda review, and liaison role . |
| Committees | Member: Audit Committee; Nominating Committee; Contract Review Committee. Not listed on Governance or Dividend Committees . |
| Committee Chairs | Previously chaired Nominating Committee (2015–2022) and Dividend Committee (2018–2022) . |
| Board Meetings (FY 2024) | PSF board (including committees) met 11 times in 2024 . |
| Audit Committee Meetings | Audit Committee met 6 times in the fiscal year . |
| Attendance | Each director attended at least 75% of board and committee meetings during their service period; no director attended the 2024 annual stockholder meeting (no policy requiring attendance) . |
| Term and Tenure | Director since 2011; current PSF term ends 2026 . |
| Staggered Board | PSF adopted staggered terms effective April 28, 2011; classified board structure acknowledged as an “anti-takeover” provision that can limit swift board turnover . |
| Retirement Policy | Mandatory retirement as of December 31 of the year the director turns 75 . |
Fixed Compensation
| Component | 2024 Rate | 2025 Rate (effective Jan 1, 2025) | Notes |
|---|---|---|---|
| Base retainer (Independent Directors) | $185,000 per year | $205,000 per year | Paid quarterly. |
| Per‑meeting fee (quarterly board mtg) | $10,000 per quarter ($40,000 annually) | $12,500 per quarter ($50,000 annually) | Paid per quarterly meeting. |
| Lead Independent Director premium | $65,000 per year | $65,000 per year | Applies to Clark as LID. |
| Audit Committee Chair premium | $40,000 per year (increased from $30,000 pre‑2025) | $40,000 per year | Clark is a member, not the chair. |
| Contract Review Committee Chair | $20,000 per year | $20,000 per year | — |
| Governance Committee Chair | $20,000 per year | $20,000 per year | — |
| Dividend Committee Chair | $10,000 per year | $10,000 per year | — |
| Other Board-approved services | As approved by each Fund’s Board | As approved by each Fund’s Board | — |
| Expense reimbursement (PSF 2024) | $152.07 paid by PSF to directors in aggregate out-of-pocket reimbursements | N/A | Allocated by fund assets. |
| 2024 Compensation Paid | PSF | Fund Complex Total |
|---|---|---|
| Michael G. Clark (Director, LID) | $2,132.22 | $290,000 |
Compensation is cash-only; the Directors do not receive any pension or retirement benefits from the Cohen & Steers fund complex .
Performance Compensation
| Element | Disclosure |
|---|---|
| Performance-based bonuses | None disclosed for directors; compensation comprised of fixed retainers/fees (no performance metrics) . |
| Equity awards (RSUs/PSUs/Options) | None disclosed for directors . |
| Clawbacks/COC/severance | Not applicable to non-employee directors; no such provisions disclosed for directors . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Clark . |
| Notable interlocks | Board Chair is an “interested person” (Advisor CEO); LID structure (held by Clark) intended to mitigate Advisor-related conflicts . |
Expertise & Qualifications
- Credentials: CFA and CPA, with 25+ years in investment management and financial services .
- Operating experience: Former President & CEO, DWS Funds; Managing Director, Deutsche Asset Management; senior roles at Merrill Lynch IM/AM; early-career auditor at Merrill Lynch & Co. and Deloitte .
- Governance experience: Lead Independent Director since 2018; prior chair roles on Nominating and Dividend Committees .
Equity Ownership
| Fund | Director Dollar Range (as of Dec 31, 2024) |
|---|---|
| PSF | C ($10,001–$50,000) |
| Aggregate across Cohen & Steers fund complex | E (Over $100,000) |
| Advisor/affiliates ownership | None of the Independent Directors or their immediate family members owned any securities in the Advisor or its control affiliates |
Governance Assessment
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Positives:
- Independent leadership: Clark serves as Lead Independent Director with explicit responsibilities that help counterbalance an interested Chair and Advisor relationship .
- Strong financial expertise and industry tenure (CFA/CPA; former DWS/Deutsche AM leader) supports effective oversight of valuation, risk, and advisory contract matters .
- Committee breadth: Active on Audit, Nominating, and Contract Review—key touchpoints for financial integrity, board refreshment, and advisory fee scrutiny .
-
Watch items / potential red flags:
- Classified board (“anti‑takeover”) structure can dampen shareholder influence and slow board refresh cycles .
- Annual meeting engagement: No director attended 2024 stockholder meetings; while no policy requires attendance, some investors may view this as a signal on retail engagement .
- Fee inflation: Effective 2025, the base retainer and per‑meeting fees increased (to $205k and $12.5k/quarter from $185k and $10k/quarter), while the LID premium remains $65k; monitor alignment versus workload and investor outcomes .
- Related-party structure: Board chair is an interested person (Advisor CEO); the LID role is important—ongoing effectiveness should be evaluated, including quality/frequency of executive sessions and independence of counsel .
-
Attendance/compliance:
- Attendance threshold met (≥75%); Audit Committee met 6 times; PSF board met 11 times. Section 16 compliance was affirmed complex-wide with one unrelated administrative exception (not involving Clark) .
Overall: Clark’s deep operating and financial credentials, combined with his LID responsibilities and multi-committee service, support board effectiveness. Investors should monitor fee trajectory and the practical rigor of independent oversight given the Advisor-affiliated chair and classified board structure .