Denise Keefe
About Denise M. Keefe
Independent Trustee (Class I) of First Trust Intermediate Duration Preferred & Income Fund (FPF) since 2021; born 1964; term runs through the 2026 annual meeting. Senior Vice President, Advocate Health (Continuing Health Division) since 2023; previously Executive Vice President, Advocate Aurora Health (2018–2023). Appointed as Trustee across the First Trust Fund Complex in November 2021; oversees 304 portfolios under the unitary board structure. Not designated an “interested person” under the Investment Company Act; serves as an Independent Trustee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advocate Aurora Health | Executive Vice President | 2018–2023 | Senior leadership for integrated healthcare operations |
| First Trust Fund Complex | Independent Trustee (Class I) | Since 2021 | Oversees 304 portfolios under unitary board structure |
| First Trust Funds | Independent Trustee (Class I) | Term to 2026 AGM | Independent oversight; not an “interested person” |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advocate Health | Senior Vice President, Continuing Health Division | 2023–present | Operational leadership in integrated healthcare system |
| Advocate Home Health Services; Advocate Home Care Products; Advocate Hospice | Director and Board Chair | Not specified | Board chair responsibilities |
| Aurora At Home | Director and Board Chair | Since 2018 | Home care oversight within Advocate system |
| Advocate Physician Partners Accountable Care Organization | Director | Not specified | ACO governance |
| RML Long Term Acute Care Hospitals | Director | Not specified | Hospital governance |
| Senior Helpers | Director | 2021–2024 | Private home care services |
| MobileHelp | Director | 2022–2024 | Medical alert technology |
Board Governance
- Committees: Member, Nominating & Governance Committee; Valuation Committee; Audit Committee (all Independent Trustees on Audit). Not on Executive or Dividend Committees.
- Independence: Independent under the 1940 Act and exchange listing rules; only the Board Chair (James A. Bowen) is an Interested Trustee.
- Attendance: Each Trustee attended at least 75% of Board and relevant committee meetings in the last fiscal year.
- Board leadership: Lead Independent Trustee is Robert F. Keith; Vice Lead Independent Trustee is Thomas R. Kadlec; Independent Trustees meet privately each quarter with the Chief Compliance Officer, strengthening oversight.
- Committee leadership rotation: Chair and vice-chair roles rotate; next rotation scheduled effective January 1, 2026 (no chair roles disclosed for Keefe).
Fixed Compensation
| Metric | FPF (FY ended Oct 31, 2024) | Complex-wide (CY 2024) |
|---|---|---|
| Cash fees paid to Keefe (Fund-specific) | $7,397 | |
| Fixed annual retainer (Independent Trustees) | $285,000 (applies across complex) | |
| Per fund fees (closed-end / active / target outcome / index) | $7,500 / $2,000 / $750 / $500 (applies across complex) | |
| Total compensation for serving First Trust Fund Complex (Keefe) | $636,112 | |
| Travel/out-of-pocket reimbursement | Reimbursed | Reimbursed |
| Retirement/pension plans | None | None |
Additional role fees in the complex (if applicable): Lead Independent Trustee $30,000; Vice Lead $up to $25,000; Audit Chair $25,000; Valuation Chair $20,000; Nominating & Governance Chair $20,000; Audit Vice Chair $15,000. No specific chair roles are disclosed for Keefe.
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Bonuses, stock awards (RSUs/PSUs), options | Not disclosed for Independent Trustees | Trustee compensation is cash-based; no performance-linked elements disclosed. |
| Performance metrics tied to pay (EBITDA, TSR, ESG) | Not applicable | No metrics disclosed for Trustee pay. |
| Clawbacks, severance, CoC terms, tax gross-ups | Not disclosed for Trustees | Typical for fund trustees; not present in proxy. |
Other Directorships & Interlocks
- No related-party transactions disclosed involving Independent Trustees and the Advisor, sub-advisors, principal underwriter, or their affiliates; Independent Trustees and immediate family members held no securities of those entities as of December 31, 2024 (reduces conflict risk).
- Keefe’s healthcare roles are external; no cross-directorships with FPF service providers disclosed.
Expertise & Qualifications
- Senior executive experience in integrated healthcare operations (Advocate Health/Aurora) suggests operational and compliance oversight skills beneficial to audit, valuation, and governance functions.
- Not identified as an “Audit Committee Financial Expert” (Kadlec and Keith hold that designation).
- Oversees broad fund complex (304 portfolios), aligning familiarity with fund governance, valuation, and risk.
Equity Ownership
| Item | FPF | Evidence |
|---|---|---|
| Shares owned (Dec 31, 2024) | 0 shares | Proxy beneficial ownership table |
| % of FPF shares outstanding | 0% (60,847,827 shares outstanding) | Derived from holdings and outstanding shares |
| Aggregate dollar range in First Trust Fund Complex | Over $100,000 | Proxy complex-wide dollar range |
| Ownership guideline | Within 3 years, invest ≥ one year’s annual retainer across funds overseen | Independent Trustees’ policy; categorical bands limit precise compliance assessment. |
Trustees and executive officers as a group owned 1,969 FPF shares (<1% of outstanding) as of December 31, 2024.
Governance Assessment
-
Positive signals:
- Independent status with committee memberships in Audit, Valuation, and Nominating & Governance, reinforcing board effectiveness and oversight breadth.
- Attendance threshold met (≥75% for Board and committees), supporting engagement.
- No related-party holdings or transactions with Advisor/sub-advisors, mitigating conflicts.
- Private executive sessions with CCO and defined lead independent structure enhance governance rigor.
-
Potential flags for alignment:
- Zero direct ownership of FPF shares may reduce fund-specific “skin-in-the-game,” though complex-wide holdings exceed $100,000 under a unitary board policy. Ownership guideline references aggregate complex investment; exact compliance vs. the $285,000 retainer cannot be determined from categorical disclosure.
- Director compensation is entirely cash-based with significant complex-wide totals ($636,112 for 2024), which may be scrutinized for pay-versus-engagement without performance linkage; however, this is standard for fund trustees and chairs rotate periodically.
-
Committee leadership transparency:
- Chair/vice-chair fee schedules are disclosed, but specific current chair assignments are not provided for Keefe; next rotation slated for January 1, 2026.
Overall: Keefe exhibits independence, cross-committee participation, and acceptable attendance, with low related-party exposure. Fund-specific ownership is nil, partially offset by complex-wide investment under board policy; compensation is cash-only, typical for fund trustees, but lacks performance linkage.