Keith Schappert

About Keith M. Schappert

Independent Trustee of Angel Oak Strategic Credit Fund (ASCIX) since 2017; Year of Birth: 1951. President, Schappert Consulting LLC since 2008; previously retired President and CEO of JP Morgan Investment Management, with 49+ years in investment management per Board qualifications summary . He serves on a Board with an Independent Chairman (Ira P. Cohen) and a majority of independent trustees; Independent Trustees meet in separate quarterly executive sessions, indicating structured oversight . Term is indefinite under the Trust’s governance framework .

Past Roles

External Roles

Board Governance

• Independence: Independent Trustee; service since 2017 at ASCIX; oversees 9 portfolios across fund complex .
• Committees: Member of all four standing committees (comprised of all Independent Trustees): Audit, Financial & Administrative Oversight; Nominating & Governance; Compliance Oversight; Valuation & Risk Management Oversight .
• Attendance: Each Trustee attended at least 75% of Board and committee meetings of which they were members (FY ended Jan 31, 2025) .
• Board leadership: Independent Chairman (Ira P. Cohen); Independent Trustees hold separate quarterly executive sessions .
• Term/tenure: Indefinite term under Trust governance policies .

Fixed Compensation

• Structure (Independent Trustees): Annual retainer $75,000 (paid quarterly); $12,000 per regularly scheduled meeting; Committee Chair premium $12,000; Board Chair premium $17,000; reimbursement of out-of-pocket expenses; no pension/retirement plans .
• FY ended Jan 31, 2025 actuals:

  Name	Aggregate Compensation – Angel Oak Funds Trust	Aggregate Compensation – ASCIX	Total Compensation – Fund Complex
  Keith M. Schappert (Trustee)	$102,454	$9,070	$127,500

Performance Compensation

• No performance-based pay, stock awards, options, severance or change-in-control compensation disclosed for Trustees; the proxy notes no pension or retirement plans and presents only cash retainers and meeting-based fees for Independent Trustees .
• No director equity award structures (RSUs/PSUs), vesting schedules, clawbacks, tax gross-ups, or consultant-driven incentive metrics disclosed for Trustees in this filing .

Other Directorships & Interlocks

• Interlocks/Conflicts: Neither Independent Trustees nor immediate family members owned securities of the Adviser, principal underwriter, or affiliates; no direct or indirect interest exceeding $120,000 in the two most recent calendar years, reducing related-party exposure .

Expertise & Qualifications

• Experience: 49+ years in investment management; senior executive background (JP Morgan IM), independent consulting leadership; Board’s qualifications assessment affirms his capability to carry out oversight responsibilities .
• Board composition and annual self-assessment processes indicate ongoing governance effectiveness reviews .

Equity Ownership

• Trustee share ownership ranges (as of Dec 31, 2024):

  Fund	Dollar Range Category
  Angel Oak Strategic Credit Fund (ASCIX)	A = None
  Angel Oak Multi-Strategy Income Fund	E = Over $100,000
  Angel Oak UltraShort Income Fund	A = None
  Angel Oak Income ETF	A = None
  Angel Oak UltraShort Income ETF	A = None
  Angel Oak High Yield Opportunities ETF	A = None
  Angel Oak Mortgage-Backed Securities ETF	A = None
  Aggregate across registered funds overseen	E = Over $100,000

• Group holdings: Trustees and officers as a group owned less than 1% of outstanding Fund shares as of April 28, 2025 .

• Pledging/Hedging: No pledging or hedging disclosures for Trustees in this proxy .

Governance Assessment

• Strengths: Independent status; membership on all key oversight committees; documented attendance at or above 75%; structured independent leadership and quarterly executive sessions enhance oversight quality .
• Alignment: No direct ownership in ASCIX (A=None), though significant holdings in another Angel Oak fund (Multi-Strategy Income Fund, E> $100k); aggregate holdings E> $100k across complex—mixed alignment relative to ASCIX specifically .
• Compensation: Cash-only retainer and meeting-based fees; no equity or performance-linked director awards—limits incentive misalignment but also reduces long-term equity alignment signal .
• Conflicts: No related-party interests >$120k and no ownership in Adviser/underwriter/affiliates by Independent Trustees or immediate family—low related-party risk .
• Attendance/Engagement: Committee activity robust (each met four times in FY); supports active oversight .

RED FLAGS

• No ASCIX share ownership (A=None) may be viewed as weaker “skin-in-the-game” for this specific fund, despite aggregate complex ownership at E .
• No disclosure of director stock ownership guidelines for Trustees or compliance status—limited visibility into formal alignment policies .

Notes

• Committee chairs not individually identified in this proxy; Board Chair is Independent (Ira P. Cohen) .
• The filing focuses on special meeting items and advisory agreement approvals; say-on-pay and shareholder feedback items are not applicable or disclosed for Trustees in this context .