Denise Keefe

About Denise M. Keefe

Denise M. Keefe (born 1964) is an Independent Trustee of FCT (First Trust Senior Floating Rate Income Fund II), serving as a Class II Trustee since November 1, 2021 with a term running to the 2027 annual meeting; she is Audit Committee Vice Chair since March 12, 2024 and a member of the Audit, Nominating & Governance, and Valuation Committees. She is Senior Vice President of Advocate Health’s Continuing Health Division (since 2023) and previously Executive Vice President of Advocate Aurora Health (2018–2023), bringing three decades of healthcare operations and finance experience; the proxy does not disclose formal education details. She oversees 312 portfolios across the First Trust Fund Complex under its “unitary” board structure.

Past Roles

External Roles

Board Governance

• Independence: Keefe is an Independent Trustee under exchange listing rules; the Board comprises six Independent Trustees and one Interested Trustee; Robert F. Keith is Lead Independent Trustee and Thomas R. Kadlec is Vice Lead Independent Trustee.
• Committees: Member of Audit, Nominating & Governance, and Valuation Committees; Audit Committee Vice Chair since March 12, 2024.
• Tenure & Class: Class II Trustee since 2021; current term expires at 2027 annual meeting.
• Attendance: Each Trustee attended at least 75% of aggregate Board and committee meetings during the last fiscal year.
• Unitary structure: Trustees oversee 312 portfolios across the First Trust Fund Complex to promote governance efficiency and consistency.

Fixed Compensation

• Trustee fee schedule effective Jan 1, 2024: Annual Independent Trustee retainer $285,000; per-fund fees: $7,500 (each closed-end fund), $2,000 (actively managed fund), $750 (target outcome fund), $500 (index fund). Role fees: Lead Independent Trustee $30,000; Vice Lead Independent Trustee up to $25,000; Audit Chair $25,000; Valuation Chair $20,000; Nominating & Governance Chair $20,000; Audit Committee Vice Chair $15,000. Fees allocated pro rata among funds based on net assets; travel expenses reimbursed.

Performance Compensation

• The Funds have no retirement or pension plans for Trustees; executive officers and the Interested Trustee receive no compensation from the Funds for serving in such capacities. No equity awards, options, or performance-based bonuses are disclosed for Independent Trustees.

Other Directorships & Interlocks

• No interlocks with First Trust Advisors, sub-advisors, or principal underwriters over the past five years for Independent Trustees or immediate family members; no purchases/sales of securities of First Trust Advisors or sub-advisors by Independent Trustees during the most recent fiscal year.
• Deloitte relationships noted for nominee Thomas J. Driscoll are fully severed; not applicable to Keefe.

Expertise & Qualifications

• Operating executive with deep healthcare management experience overseeing strategy, finance, and operations across large integrated systems; service on multiple health-related boards reinforces stakeholder and compliance oversight expertise.
• Audit Committee service (Vice Chair) indicates heightened engagement on financial reporting, risk, and auditor oversight, though Keefe is not designated an “Audit Committee Financial Expert” (designation granted to Kadlec and Keith).

Equity Ownership

• Ownership guideline: Independent Trustees are expected, within three years of becoming a Trustee, to invest an aggregate amount across the First Trust Fund Complex equal to at least one year’s annual retainer; Keefe’s aggregate holdings “Over $100,000” as of Dec 31, 2024 are consistent with this policy.
• Group holdings: Trustees, nominees, and executive officers as a group held less than 1% of Shares outstanding in each Fund as of Dec 31, 2024.

Governance Assessment

• Strengths:

  • Independent status; multi-committee membership with Audit Committee Vice Chair role supports robust oversight of accounting, controls, and auditor independence.
  • Attendance threshold met (≥75% of Board/committee meetings), suggesting consistent engagement.
  • Ownership alignment policy in place; aggregate holdings over $100,000 indicate progress toward or compliance with guideline expectations.
  • Clear committee charters and rotation of leadership roles; structured risk oversight across Audit, Nominating & Governance, and Valuation committees.

• Watch items:

  • Fund-specific alignment: Keefe held 0 shares in FCT and FTHY as of Dec 31, 2024; while aggregate complex holdings exceed $100,000, the absence of fund-level ownership may dampen direct alignment with individual fund performance.
  • Workload/time commitments: Under the unitary board structure, Trustees oversee 312 portfolios; combined with a demanding healthcare executive role, sustained committee leadership requires continued monitoring of capacity and attendance (Board met 6 times; Audit met 10 times in last fiscal year).

• Conflicts and Red Flags:

  • No related-party transactions or advisor/sevice provider securities holdings disclosed for Independent Trustees or immediate family members; no hedging/pledging disclosures noted; Section 16/30(h) ownership reporting compliance met for FY ended May 31, 2025.
  • No say-on-pay or equity compensation features for Trustees; reduces pay-for-performance risk but limits market-linked incentives.

RED FLAGS

• Fund-specific ownership at $0 for FCT and FTHY; monitor for incremental fund-level purchases to strengthen alignment.