Thomas Kenny
About Thomas J. Kenny
Thomas J. Kenny (born 1963) is an Independent Board Member of Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX), with service in the Nuveen/TIAA fund complex since 2011 and appointment to Nuveen closed-end funds effective January 1, 2024. He is a CFA charterholder with a B.A. from UC Santa Barbara and an M.S. from Golden Gate University, and previously co-led Goldman Sachs Asset Management’s Global Cash and Fixed Income Portfolio Management team (1999–2010). He is currently nominated as a Class I Board Member with a term expiring at the 2028 annual meeting; the Board affirms his independence (not an “interested person”).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Asset Management | Advisory Director; Partner; Managing Director; Co-Head Global Cash & Fixed Income PM | 1999–2011 | Co-led global cash and fixed income portfolio management (2002–2010) |
| College Retirement Equities Fund (CREF) | Trustee; Chairman | 2011–2023 | Board leadership across investment oversight |
| TIAA Separate Account VA-1 | Manager; Chairman | 2011–2023 | Management committee leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aflac Incorporated | Director; Chair, Finance & Investment Committee | Director since 2015; Chair since 2018 | Oversees finance/investment policy; board-level leadership |
| ParentSquare | Director (former) | 2021–2022 | Governance oversight (former) |
| Sansum Clinic | Director (former); Finance Committee Chair (former) | Finance Chair 2016–2022; Director 2021–2022 | Financial oversight (former) |
| UC Santa Barbara Arts & Lectures Advisory Council | Member (former) | 2011–2020 | Advisory role (former) |
| Cottage Health System | Investment Committee Member (former) | 2012–2020 | Investment oversight (former) |
| Crane Country Day School | Board Member; President (former) | Board 2009–2019; President 2014–2018 | Board leadership (former) |
Board Governance
- Independence: All nominees and continuing Board Members, including Kenny, are Independent Board Members (not “interested persons” under the 1940 Act; never employed by TIAA/Nuveen).
- Committee assignments (DIAX and Nuveen closed-end funds):
- Executive Committee: Member (Chair: Robert L. Young).
- Dividend Committee: Member (Chair: Matthew Thornton III).
- Compliance, Risk Management & Regulatory Oversight Committee: Member (Chair: Margaret L. Wolff).
- Nominating & Governance Committee: Member (Chair: Robert L. Young).
- Investment Committee: Member (Co-Chairs: Joseph A. Boateng and Amy B.R. Lancellotta for applicable funds).
- Closed-End Fund Committee: Member (Chair: Albin F. Moschner).
- Not on Audit Committee (members listed do not include Kenny).
- Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year.
DIAX Board and Committee Meetings – Last Fiscal Year
| Meeting Type | Count (DIAX) |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance Committee | 5 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
- Structure: Effective Jan 1, 2024
- Annual retainer: $350,000.
- Committee membership retainers (2024 → 2025 increases):
- Audit; Compliance: $30,000 → $35,000.
- Investment: $20,000 → $30,000.
- Dividend; Nominating & Governance; Closed-End: $20,000 → $25,000.
- Chair/Co-Chair retainers (2024 → 2025): Board Chair $140,000 → $150,000; Audit/Compliance Chair $30,000 → $35,000; Investment Chair $20,000 → $30,000; Dividend/N&G/Closed-End Chair $20,000 → $25,000.
- Ad hoc meetings: $1,000–$2,500 depending on length/immediacy; special assignment committee fees (chair quarterly from $1,250; members quarterly from $5,000).
- Prior year (2023) meeting-fee-based structure (pre-2024): Annual retainer $210,000 plus per-meeting fees (e.g., Board $7,250/day, Audit/Investment/Closed-End $2,500, Compliance $5,000, Dividend $1,250, other committees $500, site visits $5,000/day; additional chair retainers $20,000, Board Chair $140,000).
Kenny Compensation – DIAX and Complex (Last Fiscal Year)
| Measure | Amount |
|---|---|
| DIAX fund allocation to Kenny | $1,479 |
| Total compensation from funds in the Fund Complex paid to Kenny | $610,000 |
Deferred Compensation Elections (Participating Funds)
| Fund | Kenny Deferred Amount |
|---|---|
| DIAX (Dow Dynamic Overwrite) | $370 |
| S&P 500 Buy-Write (BXMX) | $960 |
| NASDAQ 100 Dynamic Overwrite (QQQX) | $826 |
| Selected others (e.g., Credit Strategies, Floating Rate Income) | See proxy table; Kenny totals shown per fund (e.g., $536 Credit Strategies; $832 Floating Rate Income) |
Performance Compensation
- No performance-based pay for directors disclosed; compensation is cash retainers, committee fees, and optional deferred compensation tied to the value of selected Nuveen funds. No RSUs/PSUs, option awards, or performance metrics (TSR, EBITDA, ESG) apply to director pay.
Performance Metric Table (Directors)
| Metric Type | Applied to Directors | Notes |
|---|---|---|
| Revenue growth, EBITDA, TSR percentile | Not used | Director pay not performance-linked |
| Equity awards (RSUs/PSUs) | None disclosed | Independent Board Members do not receive equity awards |
| Options | None disclosed | No options reported |
Other Directorships & Interlocks
| Company/Body | Role | Committee/Impact | Interlock/Notes |
|---|---|---|---|
| Aflac Incorporated | Director; Chair, Finance & Investment Committee | Finance oversight | Public company directorship; active committee chair |
| CREF (College Retirement Equities Fund) | Trustee; Chairman (former) | Board leadership | Prior governance in TIAA-affiliated complex |
| TIAA Separate Account VA-1 | Manager; Chairman (former) | Management committee leadership | Prior governance in TIAA-affiliated complex |
| ParentSquare | Director (former) | Governance oversight | Former directorship (private) |
| Sansum Clinic | Finance Committee Chair (former) | Financial oversight | Non-profit governance (former) |
Expertise & Qualifications
- Fixed income and portfolio management expertise (GSAM co-head for Global Cash & Fixed Income).
- Finance/Investment committee leadership at Aflac; extensive fund governance experience at CREF/VA-1.
- CFA charterholder; advanced degree in finance/investments.
Equity Ownership
- Board guideline: Each Board Member is expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex (direct or deferred).
Kenny Beneficial Ownership – DIAX and Funds
| Fund | Dollar Range | Shares Owned |
|---|---|---|
| DIAX | $0 | 0 |
| All registered investment companies (Family of Investment Companies) | Aggregate range: Over $100,000 | N/A (aggregate range disclosure; includes CREF/VA-1 holdings) |
| Group totals (Board Members and officers as a group) | <1% of outstanding shares in each Fund | Confirmed at record date |
- Section 16(a) compliance: The Funds believe Board Members and officers complied with all applicable Section 16(a) filing requirements in the last fiscal year.
Governance Assessment
- Strengths: Independent status; deep fixed income/investment oversight experience; active service on key committees (Executive, Investment, Nominating & Governance, Compliance, Dividend, Closed-End). Attendance at 75%+ of meetings supports engagement.
- Compensation structure: Shift from per-meeting fees (pre-2024) to higher fixed retainers (2024/2025) increases guaranteed cash, likely reflecting expanded workload across a large unitary complex; Kenny’s total complex compensation was $610,000 with DIAX paying $1,479.
- Ownership alignment: DIAX-specific ownership is $0; aggregate investment across the family of investment companies is “Over $100,000” via direct/deferred holdings, including CREF/VA-1, consistent with disclosed deferred elections; exact compliance with “one year of compensation” guideline not determinable from ranges.
- Potential conflicts and related-party exposure:
- RED FLAG: Kenny and a related LLC (KSHFO, LLC, 6.60% owned by Kenny) hold interests in companies advised by entities under common control with the Funds’ adviser (Global Timber Resources LLC; Global Timber Resources Investor Fund LP; Global Agriculture II Investor Fund LP; Global Agriculture II AIV (US) LLC). Values disclosed as of 9/30/2024 (e.g., $598,506 in Global Timber Resources Investor Fund LP) with percentages reflecting commitment levels. This creates potential perceived conflicts, though disclosed.
- Board leadership: Independent Chair (Robert L. Young) and robust committee structure aid oversight; Kenny is not on the Audit Committee (mitigating concentration of roles).
- Shareholder/environmental signals: Elimination of “control share” by-law provisions in 2024 suggests responsiveness to governance norms in closed-end funds.