Thomas Kadlec
About Thomas R. Kadlec
Thomas R. Kadlec (born 1957) is an Independent Trustee of First Trust Intermediate Duration Preferred & Income Fund (FPF), serving since fund inception across the First Trust Fund Complex. He is the former President of ADM Investor Services, Inc. (2010–July 2022) and currently serves as the Board’s Vice Lead Independent Trustee, with extensive experience in risk management and derivatives markets; he is designated an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADM Investor Services, Inc. (ADMIS) | President | 2010–Jul 2022 | Member, ADM Integrated Risk Committee (enterprise-wide risk management) 2008–2018 |
| ADMIS International affiliates (UK, HK, Singapore) | Director | Until Jul 2022 | Governance oversight across international subsidiaries |
| Futures Industry Association | Director | 2014–2022 | Industry advocacy and market infrastructure oversight |
| First Trust Funds | Lead Independent Trustee (first) | Dec 2005–2007; 2014–2016 | Board leadership; executive committee service 2003–2005 and 2014–2019 |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| National Futures Association (NFA) | Director | 2017 | Industry self-regulatory oversight |
Board Governance
- Independence: Kadlec is an Independent Trustee under the Investment Company Act; Chairman James A. Bowen is the Interested Trustee .
- Leadership: Vice Lead Independent Trustee (since Mar 12, 2024), facilitating independent trustee coordination and serving on the Executive Committee with the Lead Independent Trustee and Interested Trustee .
- Committee assignments:
- Executive Committee (member)
- Dividend Committee (member)
- Nominating & Governance Committee (Chair)
- Audit Committee (member; Audit Committee Financial Expert)
- Valuation Committee (member)
- Attendance: Each Trustee attended at least 75% of aggregate Board and committee meetings in the last fiscal year; Board meeting counts available in Schedule 1 (proxy references) .
- Board structure: Unitary board across First Trust Funds with periodic rotation of committee chairs and leadership roles; next rotation Jan 1, 2026 .
Fixed Compensation
- Trustee cash compensation (effective Jan 1, 2024):
- Annual retainer: $285,000 (allocated across First Trust Funds)
- Per fund fee: $7,500 per closed-end fund; $2,000 per actively managed fund; $750 per target outcome fund; $500 per index fund
- Role fees: Lead Independent Trustee $30,000; Vice Lead Independent Trustee up to $25,000 (effective Mar 12, 2024); Audit Chair $25,000; Valuation Chair $20,000; Nominating & Governance Chair $20,000; Audit Vice Chair $15,000 (effective Mar 12, 2024)
- Fund-level and complex compensation disclosure:
- FPF compensation (most recent fiscal year ended Oct 31, 2024): $7,540–$7,587 (two entries for Kadlec appear in the proxy’s table) .
- Total compensation (calendar year 2024) for serving the First Trust Fund Complex: $653,176–$666,676 (two entries shown for Kadlec) .
| Fund / Complex | Amount | Notes |
|---|---|---|
| FPF (closed-end fund) | $7,540 | Fiscal year ended Oct 31, 2024 |
| FPF (alternate table entry) | $7,587 | Fiscal year ended Oct 31, 2024 |
| First Trust Fund Complex (aggregate) | $653,176 | Calendar year 2024 |
| First Trust Fund Complex (alternate table entry) | $666,676 | Calendar year 2024 |
The Funds have no retirement or pension plans; executive officers and the Interested Trustee receive no compensation from the Funds for serving in such capacities .
Performance Compensation
- No performance-based pay, stock options, RSUs/PSUs, or bonuses are disclosed for Trustees; compensation is fixed cash plus per fund/role fees .
| Item | Disclosure |
|---|---|
| Bonus/Variable Cash | None for Trustees |
| Equity Awards (RSUs/PSUs/Options) | Not applicable for Trustees |
| Performance Metrics (TSR, EBITDA, ESG, etc.) | Not applicable for Trustees |
| Clawbacks / Change-of-Control | Not disclosed for Trustees |
Other Directorships & Interlocks
| Entity | Type | Role | Tenure |
|---|---|---|---|
| National Futures Association | SRO (self-regulatory) | Director | Since 2017 |
| Futures Industry Association | Industry association | Director | 2014–2022 |
| ADMIS International affiliates | Private subsidiaries | Director | Until Jul 2022 |
No public company directorships are disclosed beyond the First Trust Funds .
Expertise & Qualifications
- Audit Committee Financial Expert designation; deep experience in accounting, operations, risk management, and derivatives/futures markets .
- Prior leadership across global affiliates and enterprise risk governance; significant tenure within First Trust Funds, including prior Lead Independent Trustee and multiple committee chair roles .
Equity Ownership
| Fund | Dollar Range | Shares Owned | Shares Outstanding | Ownership % |
|---|---|---|---|---|
| FPF | $10,001–$50,000 | 1,457 | 60,847,827 | 0.0024% (computed from ) |
| FFA | $10,001–$50,000 | 1,215 | 19,988,085 | 0.0061% (computed from ) |
| FMY | $10,001–$50,000 | 871 | 4,213,115 | 0.0207% (computed from ) |
| Aggregate Dollar Range across First Trust Fund Complex | Over $100,000 | — | — | — |
- Ownership guidelines: Independent Trustees are expected within 3 years to invest an amount across the First Trust Fund Complex equal to at least one year’s annual retainer; allocation by each Trustee’s personal investment needs .
- As of Dec 31, 2024, Independent Trustees and their immediate family members did not own, beneficially or of record, securities of First Trust Advisors, any sub-advisor or principal underwriter, or their affiliates; nor did they purchase/sell such securities during the most recent fiscal year .
- Group ownership across each Fund is less than 1% of outstanding shares .
Governance Assessment
- Strengths:
- Robust engagement and leadership: Vice Lead Independent Trustee, Chair of Nominating & Governance; breadth of committee service (Executive, Dividend, Audit, Valuation) .
- Financial oversight: Audit Committee Financial Expert; significant risk governance background (ADM Integrated Risk Committee) bolsters fund oversight .
- Attendance: Meets minimum threshold (≥75%) across Board/committee meetings; supports engagement expectations .
- Alignment policy: Board-level expectation to invest at least one year’s retainer within 3 years enhances skin-in-the-game, though specific compliance status is not disclosed (aggregate holdings “Over $100,000”) .
- Potential risks/flags to monitor:
- Limited performance linkage: Trustee pay is fixed cash; no equity or performance-based incentives (typical for registered funds, but reduces direct pay-for-performance signaling) .
- Ownership alignment detail: Proxy discloses dollar ranges rather than precise totals; explicit compliance with the one-year retainer guideline is not stated .
- Unitary board structure: Efficient oversight across many funds but can diffuse fund-specific accountability; periodic rotations mitigate concentration risk .
- Related-party exposure: None reported; Independent Trustees and immediate family did not hold securities in the Advisor, sub-advisors, or principal underwriters; no related-party transactions disclosed in the proxy .
Overall signal: Kadlec’s financial expertise and extensive committee leadership indicate strong governance capability and risk oversight, with adequate attendance and disclosed beneficial ownership. The absence of performance-based pay is standard for fund trustees; alignment relies on the board’s ownership policy and disclosed personal holdings .