Naïm Abou-Jaoudé
About Naïm Abou-Jaoudé
Naïm Abou-Jaoudé (born 1966) is a Class III Trustee of NYLI MacKay DefinedTerm Muni Opportunities Fund (“MMD”), serving since 2023. He is Chief Executive Officer of New York Life Investment Management LLC (since 2023), previously Chief Executive Officer of Candriam (2007–2023), and Chair of New York Life Investment Management International (since 2015), with over 30 years of investment management experience . He is considered an “interested person” under the Investment Company Act of 1940 due to his affiliations with New York Life Investment Management LLC and Candriam .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Candriam (affiliate of NYLIM LLC) | Chief Executive Officer | 2007–2023 | Led a multi-boutique asset manager; 30+ years industry experience highlighted |
| Groupe Arnault S.A., The Carlyle Group (context from Board peers, not Mr. Abou‑Jaoudé) | — | — | Not applicable to Mr. Abou‑Jaoudé |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Life Investment Management LLC | Chief Executive Officer | Since 2023 | Executive leadership of the Fund’s external manager |
| New York Life Investment Management International | Chair | Since 2015 | Oversight of international operations |
| New York Life Investments Funds Trust | Trustee (39 funds) | Since 2023 | Overseer across 39 funds in complex |
| New York Life Investments Funds | Trustee (11 funds) | Since 2023 | Overseer across 11 funds |
| New York Life Investments VP Funds Trust | Trustee (33 portfolios) | Since 2023 | Overseer across 33 portfolios |
| NYLI CBRE Global Infrastructure Megatrends Term Fund | Trustee | Since 2023 | Board oversight |
| NYLI MacKay Muni Income Opportunities Fund | Trustee | Since 2024 | Board oversight |
Board Governance
- Independence status: Interested Trustee under the 1940 Act due to roles at New York Life Investment Management LLC and Candriam .
- Committee memberships: Audit, Contracts, Investment, Nominating & Governance, and Operations Oversight committees are populated by Independent Trustees; Mr. Abou‑Jaoudé is not listed as a member of these committees .
- Board structure: Seven Trustees with six Independent Trustees; the Board Chair is an Independent Trustee, setting agendas and presiding over meetings .
- Attendance: In FY ended May 31, 2025, the Board held 9 regular meetings; each Trustee then in office attended at least 75% of Board and applicable committee meetings .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Trustee compensation (Mr. Abou‑Jaoudé) | Not disclosed | The proxy’s compensation table lists Independent Trustees and describes retainers and meeting fees; no compensation amounts are disclosed for the Interested Trustee . |
| Independent Trustee fees (context) | Example totals: $390,000–$420,000 from Fund Complex; fund-level $1,477–$1,616 | Independent Trustees receive an annual retainer and fees per meeting; Chair receives an additional annual fee . |
Performance Compensation
| Metric Category | Disclosed for Trustees? | Detail |
|---|---|---|
| Performance-based metrics (e.g., TSR, EBITDA) | Not disclosed | Trustee compensation is described as retainers and meeting fees; the proxy does not present performance-based metrics for trustee pay . |
| Equity awards (RSUs/PSUs), options | Not disclosed | No trustee equity award structures are presented in the compensation section . |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Exposure |
|---|---|---|
| New York Life Investment Management LLC (“Manager”) | CEO (Mr. Abou‑Jaoudé) and Fund’s external manager | The Manager provides services to MMD; affiliation creates “interested person” status and potential conflicts; the Board and committees oversee Manager contracts and performance . |
| PwC (Fund auditor) | Auditor to Fund; significant non-audit fees to NYLIM and affiliates | Fund audit fees: $95,500 (FY 2025); Aggregate non-audit fees to NYLIM and affiliates: ~$22.3M (FY 2025); Audit Committee maintains pre-approval procedures and assessed independence . |
Expertise & Qualifications
- Over 30 years in investment management; senior leadership at Candriam and NYLIM International .
- Broad oversight across 86 portfolios in the Fund Complex via trustee roles, indicating scale familiarity and multi-fund governance exposure .
Equity Ownership
| Holder | Dollar Range of Equity Securities in MMD | Aggregate Dollar Range Across Family of Registered Investment Companies |
|---|---|---|
| Naïm Abou‑Jaoudé | None | None |
Governance Assessment
- Conflicts and independence: Mr. Abou‑Jaoudé is an “interested person” due to executive roles at the Manager, which receives fees from the Fund—this is a structural conflict. Governance mitigants include an Independent Chair and committees comprised of Independent Trustees (Audit, Contracts, Investment, Nominating & Governance, Operations Oversight) that oversee manager contracts, performance, valuation, risk and compliance .
- Ownership alignment: He reports no fund or complex share ownership, which may be viewed as weak alignment relative to Independent Trustees who report aggregate dollar ranges over $100,000 across the family of funds .
- Attendance and engagement: The Board reports each Trustee attended at least 75% of meetings; while acceptable, the proxy does not disclose individual attendance rates for him .
- Auditor relationships: Significant non-audit fees paid to the Manager and affiliates by PwC could raise independence optics; the Audit Committee has formal pre-approval procedures and discussed auditor independence before recommending inclusion of audited financials in the annual report .
- Committee influence: He is not listed on key committees, which reduces direct influence over audit, contracting, investment oversight, nominations and governance—this both limits conflict exposure and reduces his committee-level impact .
RED FLAGS
- Interested Trustee status while serving as CEO of the Fund’s external Manager (structural conflict risk) .
- No reported fund or complex equity ownership (potential alignment shortfall) .
- Auditor non-audit fees to Manager and affiliates are material, necessitating strong Audit Committee oversight to maintain perceptions of independence .