Niel Nielson
About Niel B. Nielson
Niel B. Nielson, Ph.D. (born 1954), is an Independent Trustee (Class II, since fund inception) of First Trust Senior Floating Rate Income Fund II (FCT). He currently serves as Chairman of the Valuation Committee across the First Trust Funds (since Jan 1, 2023) and is a member of the Audit and Nominating & Governance Committees; he previously served as Lead Independent Trustee and chaired multiple committees over different periods. He oversees 312 portfolios in the First Trust Fund Complex, and the proxy identifies him as an Independent Trustee under the 1940 Act and exchange listing rules. During the most recent fiscal year, each Trustee, including Mr. Nielson, attended at least 75% of the aggregate meetings of the Board and their committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covenant College | President | 2002–2012 | Led institutional operations and strategy |
| Dew Learning LLC | President & CEO | 2012–2014 | EdTech leadership experience |
| Pelita Harapan Educational Foundation | Managing Director & COO | 2015–2018 | Global educational services operations |
| Ritchie Capital Markets Group | Partner & Trader (options/futures) | 1996–1997 | Proprietary derivatives trading and hedging |
| Chicago Research & Trading (CRT) | Trader & Manager; Director of CRT Europe | Early career; 2 years in London | Directed UK/Europe subsidiary operations |
| ServiceMaster Management Services Co. | New business development | Prior role | Corporate development |
| NationsBank of North Carolina, N.A. | Personnel & HR | Prior role | Human resources |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pelita Harapan Educational Foundation | Senior Advisor | 2018–Present | Advisory role for global education services |
Board Governance
- Independence: Identified as an Independent Trustee under the 1940 Act and exchange rules; Board comprises one Interested Trustee and six Independent Trustees (moving to seven if proposal approved) .
- Committee memberships: Audit Committee; Nominating & Governance Committee; Valuation Committee; not on Executive or Dividend Committees .
- Chair roles: Current Chairman of the Valuation Committee (since Jan 1, 2023); historically chaired Audit (2003–2007; 2014–2016), Valuation (2012–2013), Nominating & Governance (2008–2009; 2017–2019), Dividend (2020–2022); served as Lead Independent Trustee (2010–2011; 2020–2022) and on Executive and Dividend Committees until Mar 12, 2024 .
- Audit Committee: Participated in recommending inclusion of audited financials for FY ended May 31, 2025; Audit Committee charter most recently reviewed Dec 9, 2024. Mr. Nielson is a member; Mr. Kadlec and Mr. Keith are designated Audit Committee Financial Experts (Mr. Nielson is not designated as such) .
- Attendance: Each Trustee attended at least 75% of Board and committee meetings during the most recent fiscal year .
- Mandatory retirement age: 75 for Independent Trustees; Committee does not consider new trustee candidates aged 72+ at initial term .
| Committee | Role | Chair? | Notes |
|---|---|---|---|
| Audit | Member | No | Financial reporting oversight; Deloitte as auditor |
| Nominating & Governance | Member | No | Board nominations; independence oversight |
| Valuation | Member | Yes | Oversight of Rule 2a-5 fair value process |
| Executive | Not a member | No | Acts between Board meetings; last FY no meetings |
| Dividend | Not a member | No | Distribution setting; last FY no meetings |
Fixed Compensation
| Component | Amount (USD) | Period/Scope | Notes |
|---|---|---|---|
| Annual retainer (Independent Trustees) | $285,000 | Effective Jan 1, 2024 | Allocated equally across First Trust Fund Complex |
| Per-fund fee – Closed-end funds | $7,500 | Per fund per year | Applies to FCT as a closed-end fund |
| Role-based fee – Valuation Committee Chair | $20,000 | Annual | Allocated pro rata by net assets across funds |
| FCT compensation paid to Nielson | $8,553 | Most recent fiscal year | Includes reimbursements; fund-level compensation |
| Total compensation from First Trust Fund Complex | $644,660 | Calendar year ended Dec 31, 2024 | Services to 312 portfolios; includes certain ETF comp paid by Advisor per agreements |
The proxy notes rotation periods for committee chairs and lead roles; trustees are reimbursed for travel/out-of-pocket expenses .
Performance Compensation
| Component | Status | Evidence |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | Trustee compensation section describes cash retainers/fees; no stock awards shown |
| Option awards | None disclosed | No option awards disclosed for trustees |
| Meeting fees | None disclosed | Compensation framework is retainer and per-fund fees; no meeting fees specified |
| Retirement/Pension | None | “The Funds have no retirement or pension plans” |
Other Directorships & Interlocks
| Company/Organization | Role | Period | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | Proxy lists “None” for other trusteeships/directorships in past 5 years |
Expertise & Qualifications
- Ph.D.; extensive leadership in education and operations; senior advisory and COO responsibilities at Pelita Harapan .
- Derivatives trading and risk experience (options/futures) at Ritchie Capital; trading/management at CRT; international oversight as director of CRT Europe in London .
- Deep board experience at First Trust Funds with multiple committee chair tenures and prior Lead Independent Trustee service .
- Not designated an Audit Committee Financial Expert (committee experts are Kadlec and Keith), but serves on Audit Committee .
Equity Ownership
| Fund | Dollar Range | Shares | As of Date |
|---|---|---|---|
| First Trust Senior Floating Rate Income Fund II (FCT) | $1–$10,000 | 575 | Dec 31, 2024 |
| First Trust High Yield Opportunities 2027 Term Fund (FTHY) | $0 | 0 | Dec 31, 2024 |
| Aggregate in First Trust Fund Complex | Over $100,000 | n/a | Dec 31, 2024 |
Ownership guideline: Independent Trustees adopted an expectation that within 3 years of becoming an Independent Trustee, they invest at least one year’s annual retainer across the First Trust funds they oversee; individual compliance status is not disclosed .
Governance Assessment
- Board effectiveness: Nielson brings broad operational, educational, and derivatives trading expertise, with long-standing committee leadership, currently chairing Valuation; he is independent and engaged (≥75% meeting attendance), supporting investor confidence in oversight of valuation and governance processes .
- Compensation alignment: At the single-fund level, FCT paid $8,553 to Nielson in the last fiscal year, but multi-fund structure yields high aggregate cash compensation ($644,660 for 2024) across 312 portfolios, which may prompt investor scrutiny on time allocation and fund-specific focus; there are no disclosed equity awards that directly align pay with FCT performance .
- Ownership and conflicts: He holds a modest position in FCT (575 shares; $1–$10k), has aggregate investments over $100k across the complex, and independent trustees and their families had no securities ownership in First Trust Advisors or affiliates—reducing related-party exposure .
- Audit oversight: Active Audit Committee member, though not designated a “financial expert”; the committee reviewed FY 2025 audits (Deloitte) and recommended inclusion in annual reports; charter reviewed Dec 9, 2024 .
- RED FLAGS:
- High aggregate cash compensation across many funds versus minimal fund-level equity alignment may raise questions on investor alignment for FCT specifically .
- Oversees 312 portfolios, which could pose time-commitment challenges for fund-specific oversight .
- Additional safeguards: Mandatory retirement age (75) and formal ownership expectation policy; Section 16/30(h) beneficial ownership reporting compliance met for FY ended May 31, 2025 .