Robert Keith

About Robert F. Keith

Robert F. Keith (born 1956) is an Independent Trustee of the First Trust funds (including FCT) and currently serves as Lead Independent Trustee and Chair of the Dividend Committee; he is also a member of the Executive Committee (each since Jan 1, 2023). He has served on the First Trust Funds’ Board since 2006 and is a certified public accountant designated as an “Audit Committee Financial Expert.” Career highlights include CFO and Treasurer roles at ServiceMaster, where he oversaw international expansion across Europe, the Middle East, and Asia, and senior operating roles at ServiceMaster and Aramark; he has led Hibs Enterprises (financial/management consulting) since 2003 .

Past Roles

External Roles

Board Governance

• Board structure and roles: Keith is Lead Independent Trustee (selected by Independent Trustees) with responsibilities including chairing meetings of Independent Trustees, setting agendas with counsel, and serving as principal contact with service providers; he also serves on the Executive Committee and chairs the Dividend Committee (since Jan 1, 2023) .
• Committee memberships: Member, Audit Committee (qualified “Audit Committee Financial Expert”); Member, Nominating & Governance Committee; Member, Executive Committee; Chair, Dividend Committee. Past chair roles include Audit (2008–2009, 2017–2019), Nominating & Governance (2010–2011, 2020–2022), Valuation (2014–2016); Lead Independent Trustee previously (2012–2013); Executive Committee (2012–2016) .
• Independence: Identified as an Independent Trustee under the 1940 Act and exchange rules .
• Attendance: During the last fiscal year of each fund, each Trustee attended at least 75% of aggregate Board and committee meetings for the periods they served .
• Election/tenure: Currently a Class III Trustee nominee for a three-year term on a staggered board; has served since 2006 .
• Governance framework: Unitary board across the First Trust funds; mandatory retirement age of 75 for Independent Trustees; committee chair and leadership roles rotate (next rotation effective Jan 1, 2026) .

Fixed Compensation

Compensation structure (effective Jan 1, 2024) for Independent Trustees (cash-only; paid by funds/Advisor as described):

Year-over-year rate change highlights:

• Fixed retainer increased from $275,000 (effective Jan 1, 2023) to $285,000 (effective Jan 1, 2024); per-fund fees increased (e.g., closed-end from $2,500 to $7,500) .

Trustee-level compensation received by Keith (FCT and complex):

Notes:

• Funds have no retirement or pension plans; the Interested Trustee and executives receive no compensation from the funds for serving in such capacities .
• Trustees are reimbursed for travel/out-of-pocket expenses .

Performance Compensation

• No equity (RSUs/PSUs) or option awards are disclosed for Trustees; compensation is cash-based (retainer, per-fund fees, leadership/committee stipends). No performance metrics, bonuses, or equity-based incentives are disclosed for Independent Trustees. The funds have no retirement or pension plans .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; designated “Audit Committee Financial Expert” (financial reporting, internal controls, audit oversight) .
• Senior operating experience (President/COO) and international expansion leadership; prior CFO/Treasurer exposure to global finance and M&A/expansion support .
• Long-tenured fund governance with prior chair roles across Audit, Nominating & Governance, Valuation; currently Lead Independent Trustee and Dividend Committee Chair .

Equity Ownership

Beneficial ownership as of Dec 31, 2024:

• Ownership guideline: Independent Trustees are expected (policy) to invest, within three years of becoming a Trustee, an amount across the complex equal to at least one year’s annual retainer; allocations across funds are at the Trustee’s discretion .
• Advisor/affiliate securities: As of Dec 31, 2024, Independent Trustees and their immediate family members did not own any class of securities of First Trust Advisors, any sub-advisor, or principal underwriter, nor did any Independent Trustee purchase/sell such securities since the beginning of the most recently completed fiscal year .

Footnote: Keith’s FCT ownership percentage is 0.00% based on 0 shares vs. 25,983,388 shares outstanding (calculation based on cited figures) .

Governance Assessment

• Strengths:

  • Independent status with substantial governance experience; Lead Independent Trustee role centralizes independent oversight and board-service provider communications .
  • Recognized audit/financial oversight expertise (Audit Committee Financial Expert), with deep finance and operating background (CFO/Treasurer; international expansion) .
  • Committee leadership breadth (past chairs of Audit, Nominating & Governance, Valuation; current Dividend Chair) supports board effectiveness across risk/valuation/governance/capital return domains .

• Alignment and incentives:

  • Compensation is entirely cash-based; no equity-tied or performance-based pay for Trustees—reduces pay-for-performance linkage but avoids dilutive or conflicted incentives typical for operating companies .
  • Policy expects meaningful personal investment across the fund complex (≥ one year’s retainer aggregated over time), but only the “Over $100,000” bracket is disclosed for Keith; fund-specific stake in FCT is zero as of 12/31/2024, which some investors may view as weaker alignment at the fund level (complex-level investments not itemized) .

• Process and structure:

  • Unitary board structure across First Trust funds may enhance efficiency/consistency; leadership roles (Lead Independent, Vice Lead, rotating chairs) and mandatory retirement age of 75 are designed to balance experience with refreshment; next rotation of leadership roles slated for Jan 1, 2026 .
  • Attendance threshold met (≥75% at Board/committee meetings) .

• Conflicts and related-party exposure:

  • No advisor/sub-advisor/underwriter securities holdings by Independent Trustees (and no purchases/sales since the beginning of the most recent fiscal year) reduces perceived conflicts; no related-party transactions disclosed tied to Keith .

• RED FLAGS / Watch items:

  • $0 ownership in FCT as of 12/31/2024 (despite an aggregate “Over $100,000” across the complex) may be viewed as limited FCT-specific alignment .
  • Concentration of leadership roles (Lead Independent + Dividend Chair + Executive Committee) warrants continued monitoring, though the Board rotates leadership responsibilities periodically (next rotation Jan 1, 2026) .