Chad D. Perry
About Chad D. Perry
Independent Board Member nominee for the DWS Municipal Income Trust (KTF), born 1972, and serving on DWS Funds boards since 2021. Background includes senior legal leadership roles at multiple public companies and prior financial services and law firm experience; currently a private investor. He is designated a non-interested, Independent Board Member under the Investment Company Act of 1940 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RLJ Lodging Trust (public) | EVP, General Counsel & Secretary | 2023–2025 | Senior legal leadership at a public REIT |
| Tanger Factory Outlet Centers, Inc. (public) | EVP, General Counsel & Secretary | 2011–2023 | Senior legal leadership at a public retail REIT |
| LPL Financial Holdings Inc. (public) | EVP, Deputy General Counsel | 2006–2011 | Executive legal role in financial services |
| EMC Corporation | Senior Corporate Counsel | 2005–2006 | Corporate legal counsel |
| Ropes & Gray LLP | Associate | 1997–2005 | Corporate/securities law practice |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Great Elm Capital Corp (BDC, public) | Director | Since 2022 | Public company board service; committee roles not disclosed in KTF proxy |
Board Governance
- Independence: All KTF nominees and continuing trustees are non-interested Independent Board Members under the 1940 Act .
- Committee assignments and leadership:
- Nominating & Governance Committee: Vice Chair (members: Rebecca W. Rimel – Chair; Chad D. Perry – Vice Chair; Keith R. Fox) .
- Operations Committee: Chair (members: Chad D. Perry – Chair; Mary S. Daugherty – Vice Chair; Rebecca W. Rimel) .
- Attendance and engagement (CY2024):
- Board meetings: 5 regular + 1 special; each Board Member attended at least 75% of Board and applicable committee meetings .
- Committee meetings: Audit (6), Nominating & Governance (5), Operations (5) .
- Scope: Oversees 66 portfolios in the DWS fund complex as a Board Member .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| KTF Fund-level compensation (Independent Board Member) | $2,396 | Most recently completed fiscal year for KTF |
| Total compensation from DWS fund complex | $315,000 | Calendar year ended Dec 31, 2024; covers 67 funds in complex |
| Benefits | None | Independent Board Members do not receive pension/retirement/health benefits from Funds |
Structure: Independent Board Member compensation includes retainer fees and specified amounts for various committee services and for Board Chair/Vice Chair; no travel time, seminar, or special task force compensation; no employee benefits .
Performance Compensation
| Item | Detail |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed for Independent Board Members |
| Performance metrics tied to director pay | None disclosed |
| Clawbacks / COI-linked pay provisions | Not disclosed in proxy (director pay is cash-based retainer/committee fees) |
Other Directorships & Interlocks
| Company | Sector | Relationship to KTF | Potential Interlock Risk |
|---|---|---|---|
| Great Elm Capital Corp | BDC (credit) | Independent director | Limited overlap with municipal bond focus of KTF; no related-party transactions disclosed in KTF proxy |
Expertise & Qualifications
- Qualifications considered by the Nominating & Governance Committee: professional training and experience as an attorney; general counsel experience at multiple public companies; prior experience in financial services industry (LPL Financial) .
- Committee experience: Vice Chair (Nominating & Governance), Chair (Operations), indicating governance/process and operational oversight aptitude .
Equity Ownership
| Measure | Value | As-of |
|---|---|---|
| KTF shares beneficially owned (number) | 0 | August 1, 2025 |
| Dollar range of KTF equity ownership | $0 | August 1, 2025 |
| Aggregate dollar range across all DWS funds overseen | Over $100,000 | August 1, 2025 |
| Board and officers collective ownership of KTF | <1% of outstanding shares | August 1, 2025 |
| Preferred shares owned by Independent Board Members/officers | 0 | August 1, 2025 |
Governance Assessment
- Positives:
- Independent status with substantial public company legal leadership pedigree; aligns with oversight needs in a regulated fund context .
- Meaningful governance responsibilities (Vice Chair Nominating & Governance, Chair Operations), suggesting active role in board effectiveness and oversight of compliance/operations .
- Engagement: Board and committee attendance ≥75%; board met 6 times in 2024 (5 regular, 1 special), with robust committee activity (Audit: 6; Nominating & Governance: 5; Operations: 5) .
- Audit committee independence framework in place; independent legal counsel selected by Independent Board Members; regular private sessions—supports governance rigor .
- Watch items:
- Alignment: 0 direct ownership of KTF common or preferred shares; although common for fund trustees, it can be perceived as lower “skin-in-the-game” for fund-specific alignment. Board members collectively own <1% of KTF .
- RED FLAG (alignment): No KTF share ownership; consider monitoring ownership guidelines or voluntary holdings if adopted in future .
- Compensation concentration: Significant cash compensation from broader DWS complex ($315,000 in 2024) versus minimal KTF-specific compensation ($2,396), which may bias focus toward complex-level governance rather than fund-specific alignment; typical in fund complexes but relevant for investor optics .
- Alignment: 0 direct ownership of KTF common or preferred shares; although common for fund trustees, it can be perceived as lower “skin-in-the-game” for fund-specific alignment. Board members collectively own <1% of KTF .
- Other risk indicators:
- Section 16 compliance: All required filings timely for FY2024 (no late filings red flag) .
- Related-party transactions, hedging/pledging, tax gross-ups, say-on-pay: Not disclosed/applicable in proxy for Independent Board Members .
Board Structure & Context
- Preferred shareholder governance: Perry stands for election as a Preferred Board Member; preferred holders elect two trustees; common and preferred holders together elect one trustee—structural nuance relevant to governance dynamics .
- Fund lifecycle: Board approved liquidation of KTF no later than November 30, 2026, which frames tenure and strategic oversight horizon for trustees .
- Shareholder concentration: Sit Investment Associates (24.1%) and Karpus Investment Management (5.94%) in common shares—activism/engagement expectations may be higher; board has defined channels for shareholder communication .
Meeting & Committee Activity (CY2024)
| Body | Meetings Held | Attendance |
|---|---|---|
| Board of Trustees | 5 regular + 1 special | Each Board Member attended ≥75% of Board and applicable committee meetings |
| Audit Committee | 6 | Committee comprised solely of Independent Board Members |
| Nominating & Governance Committee | 5 | Committee comprised solely of Independent Board Members; Perry is Vice Chair |
| Operations Committee | 5 | Committee comprised solely of Independent Board Members; Perry is Chair |
Director Compensation (Detail)
| Fund/Complex | Perry Compensation | Notes |
|---|---|---|
| KTF (most recent fiscal year) | $2,396 | Independent Trustee compensation; no benefits |
| DWS Fund Complex (CY2024) | $315,000 | From 67 funds in complex |
No additional compensation for travel time, education, industry committees, conference speaking, or special task forces; pension/retirement/health benefits not provided to Independent Board Members .
Insider Filings
| Item | Status |
|---|---|
| Section 16(a) beneficial ownership reporting compliance (FY2024) | All required filings timely per Fund’s review |
Notes on Audit Oversight
- Audit Committee independence and charter constraints (e.g., not serving on >3 public company audit committees unless Board permits) support focus and capacity; Perry is not listed on KTF’s Audit Committee (current members: Catherine Schrand – Chair; Jennifer S. Conrad – Vice Chair; Keith R. Fox) .
Elections and Tenure
| Election Class | Term | Nominee |
|---|---|---|
| Preferred Board Members | Until 2026 annual meeting or Fund termination (no later than Nov 30, 2026) | Chad D. Perry; Keith R. Fox |
Perry originally joined DWS Funds boards in 2021; KTF’s liquidation timeline implies a finite governance horizon for current trustees .