Ramona Rogers-Windsor
About Ramona Rogers-Windsor
Independent Director of Cohen & Steers Select Preferred and Income Fund (PSF); CFA charterholder; year of birth 1960. First elected to the Cohen & Steers Fund Complex in 2021; current PSF director term ends at the 2026 annual meeting; oversees 23 funds in the complex . Current external roles include Capital Southwest Board (since 2021), Thomas Jefferson University Board of Trustees (since 2020) and Partners Insurance Company, Inc. (since 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern Mutual Investment Management Company, LLC | Managing Director, Public Investments Department | 2012–2019 | Led public investments; governance/portfolio oversight experience |
| Milwaukee Film, LLC | Board Member | 2016–2019 | Community/arts nonprofit governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Southwest | Director | Since 2021 | Public company board experience; potential interlock to BDC universe |
| Thomas Jefferson University | Trustee | Since 2020 | Higher-ed governance |
| Partners Insurance Company, Inc. | Director | Since 2023 | Insurance subsidiary oversight |
Board Governance
- Independence: Classified as an Independent Director under the Investment Company Act; all standing committees comprise Independent Directors and meet applicable NYSE-style independence standards .
- Committee assignments: Audit Committee (member), Nominating Committee (member), Contract Review Committee (member), Dividend Committee (member); not on Governance Committee .
- Committee activity (FY 2024): Audit met 6 times; Contract Review met 1 time; Dividend met 2 times; Governance met 5 times (Rogers-Windsor not a member) .
- Audit Committee Chair: Gerald J. Maginnis; Lead Independent Director: Michael G. Clark .
- Attendance: Each Director attended at least 75% of aggregate Board and Committee meetings while serving; there is no policy for annual stockholder meeting attendance and none of the Directors attended any Fund’s 2024 annual stockholder meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Directors) | $185,000 | Allocated across the Fund Complex by average net assets |
| Quarterly meeting fee | $10,000 per quarter ($40,000 annually) | Per meeting in the quarterly cycle |
| Chair premiums (aggregate across complex) | Audit Chair: $40,000; Contract Review Chair: $20,000; Governance Chair: $20,000; Dividend Chair: $10,000; Nominating Chair: $20,000 when active; Lead Independent Director: $65,000 | Rogers-Windsor is not a chair; amounts shown for context |
| PSF out-of-pocket expense reimbursement (CY 2024) | $152.07 | Actual reimbursed expenses by PSF in 2024 |
| PSF director compensation paid (FY 2024) | $1,654.31 | PSF share of Rogers-Windsor’s aggregate compensation |
| Total paid to Rogers-Windsor by Cohen & Steers Fund Complex (CY 2024) | $225,000 | Cash-only (retainer + meeting fees); no pensions |
Performance Compensation
| Metric | Structure | FY 2024 Detail |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Not disclosed; director pay described solely as cash fees | No equity grants mentioned in the proxy |
| Performance metrics tied to pay | Not applicable for Independent Directors | None disclosed |
| Clawback provisions | Not disclosed for directors | None disclosed |
| Pensions/retirement benefits | None | Directors do not receive pension or retirement benefits from the Fund Complex |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Capital Southwest | Public company (BDC) | Director | PSF invests in preferred/income securities; no related-party transactions disclosed with Capital Southwest |
| Thomas Jefferson University | Non-profit | Trustee | No related-party exposure disclosed |
| Partners Insurance Company, Inc. | Insurance subsidiary | Director | No related-party exposure disclosed |
Expertise & Qualifications
- CFA charterholder; deep public markets investment background (Northwestern Mutual IM, Managing Director) .
- Governance breadth across 23 Cohen & Steers closed-end funds; multi-committee service in audit, nominating, contract review, and distributions .
Equity Ownership
| Item | Detail |
|---|---|
| Directors and officers group ownership (PSF) | 6,559.6215 shares as of Jan 31, 2025; less than 1% of outstanding securities |
| 5% beneficial owners (PSF) | Morgan Stanley: 635,940 shares (5.3%) reported as of Sep 30, 2024 |
| Individual ownership (Rogers-Windsor) | Not disclosed in the proxy |
| Pledging/hedging | Not disclosed |
Governance Assessment
- Board effectiveness: Rogers-Windsor is active across core oversight committees (Audit; Nominating; Contract Review; Dividend), with committee meeting cadence indicating regular engagement (Audit 6x; Contract Review 1x; Dividend 2x). Attendance threshold met (≥75%) per proxy disclosure, supporting baseline engagement .
- Alignment: Independent director compensation is cash-only (retainer + meeting fees) with no equity grants or pensions; total CY 2024 compensation $225,000 aligns with the fixed fee framework (no at-risk metrics), which is standard for closed-end fund governance but provides limited “skin-in-the-game” alignment beyond reputational/oversight incentives .
- Conflicts/related-party exposure: No related-party transactions disclosed; committee compositions are fully independent; an external directorship at Capital Southwest is noted, but no transactions or fund holdings linkage are disclosed in the proxy .
- Signals and red flags: No hedging/pledging disclosures, no delinquent Section 16(a) for Rogers-Windsor; one administrative Form 3 delay was noted for a different individual (RFI portfolio manager), not a director event . Overall, no governance red flags for Rogers-Windsor are disclosed in PSF’s combined proxy .