Kenneth Miranda
About Kenneth Miranda
Independent Class I director since December 2019 (term expires 2027); age 64. Chief Investment Officer of Cornell University since July 1, 2016; previously Director of the IMF Investment Office and advisor to the IMF Staff Retirement Plan. Education: Ph.D. in Economics (University of Chicago), B.S. in Foreign Service (Georgetown University), CFA charterholder. The Board has determined he is not an “interested person” of the Company and qualifies as an Independent Director under the 1940 Act and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Monetary Fund (IMF) | Director, Investment Office; Visiting Scholar | Prior to 2016 | Led institutional investment office; later served as visiting scholar |
| IMF Staff Retirement Plan | Advisor to Administration Committee | Prior to 2016 | Advisory role to pension plan governance |
| National Geographic Society | Investment Sub-Committee member | Prior role (dates not specified) | Investment oversight |
| Bank-Fund Staff Federal Credit Union | President, Board of Directors | Formerly (dates not specified) | Governance leadership |
| George Washington University | Senior Advisor, Committee on Investments | Formerly (dates not specified) | Investment oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cornell University | Chief Investment Officer | Since Jul 1, 2016 | Endowment leadership |
| Food and Agriculture Organization (FAO) | Advisory Committee on Investments member | Current | Advisory role |
| Cornell University | Investment Committee member | Until Jun 30, 2016 | Prior to CIO appointment |
Board Governance
- Board class/tenure: Class I; term expires at 2027 annual meeting .
- Independence: Determined independent under 1940 Act, Exchange Act, and NYSE standards .
- Committees:
- Audit Committee – Member; chair: James Ritchie; 9 meetings in 2024 .
- Nominating & Corporate Governance Committee – Member; chair: David Kirchheimer; 2 meetings in 2024 .
- Compensation Committee – Member; chair: David Kirchheimer; formed Jan 29, 2024; 2 meetings in 2024; no interlocks or related-party participation disclosed .
- Co-Investment Committee – Not a member; chair: Stephen Potter; 4 meetings in 2024; reviews co-investment conflicts under SEC exemptive orders .
- Attendance: Board met 5 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; majority attended the 2024 annual meeting .
| Governance Element | Detail | 2024 Activity |
|---|---|---|
| Board Meetings | 5 | ≥75% attendance for incumbents |
| Audit Committee | Member; not designated financial expert | 9 meetings |
| Nominating Committee | Member | 2 meetings |
| Compensation Committee | Member | 2 meetings; no interlocks |
| Co-Investment Committee | Not a member | 4 meetings |
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual retainer (Independent Director) | $100,000 | Fees earned and paid in cash |
| 2025 (effective Jan 1) | Annual retainer (Independent Director) | $120,000 | Increased from $100,000 |
| 2025 (effective Jan 1) | Audit Committee Chair premium | $12,000 | Chair only; Miranda is not chair |
| 2025 (effective Jan 1) | Lead Independent Director premium | $12,000 | Applied if role designated |
| 2024 | Total compensation (Miranda) | $100,000 | As reported in director compensation table |
- No compensation paid to interested director (not applicable to Miranda) .
- Reimbursement of reasonable out-of-pocket expenses for meeting attendance .
Performance Compensation
- No equity grants (RSUs/PSUs), options, or performance-based director compensation disclosed; director compensation is cash-only .
| Performance Metric | Structure | 2024 Disclosure |
|---|---|---|
| Equity awards (RSUs/PSUs) | Grant date, shares, vesting | None disclosed |
| Options | Strike, expiration, vesting | None disclosed |
| Performance metrics (TSR, EBITDA, ESG) | Targets and payout | None disclosed |
Other Directorships & Interlocks
| Category | Current | Prior |
|---|---|---|
| Public company boards | None disclosed | None disclosed in proxy |
| Fund complex oversight | 1 company | Ongoing oversight within NCDL fund complex |
| Compensation Committee interlocks | None | None; no Item 404 relationships |
Expertise & Qualifications
- Endowment CIO for a large institution; deep institutional investment experience .
- Academic and multilateral experience (IMF); governance roles across investment committees .
- Technical credentials: Ph.D. in Economics, CFA charterholder .
Equity Ownership
| Item | Disclosure |
|---|---|
| Beneficial ownership dollar range (as of Record Date) | Over $100,000 |
| NYSE closing price used for dollar range | $16.98 per share (Record Date) |
| Hedging/pledging policy | Hedging, short selling, and derivative transactions prohibited; pledging or margin requires prior written consent of CCO |
| Insider trading policy | Adopted; designed for legal compliance |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Quantity | Price | Ownership Type | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-27 | 2025-05-23 | Open market purchase | 3,103 | $15.68 | Indirect (I) | 3,103 | https://www.sec.gov/Archives/edgar/data/1737924/000122520825005476/0001225208-25-005476-index.htm |
| 2025-03-26 (Form 4/A) | 2024-01-05 | Open market purchase | 3,481 | $18.05 | Direct (D) | 21,897 | https://www.sec.gov/Archives/edgar/data/1737924/000122520825003626/0001225208-25-003626-index.htm |
Note: Records show separate direct and indirect holdings at different dates; the proxy reports a dollar range rather than share counts .
Governance Assessment
- Strengths:
- Independent status; service on key committees with active meeting cadence (Audit: 9; Nominating: 2; Compensation: 2) .
- Cash-only director pay reduces pay-for-performance misalignment risk; increases in 2025 retainer are transparent and modest in scale .
- Insider purchases in 2024 and 2025 signal alignment and confidence; no hedging/pledging allowed under policy (SEC filings: 2025-03-26; 2025-05-27).
- Watch items:
- As Cornell’s CIO, potential perceived conflicts if Cornell or affiliates transact with Nuveen/Churchill platforms; however, the Board’s co-investment committee oversees conflict matters and the Board affirmed independence after reviewing relationships .
- Not designated an “audit committee financial expert”; relies on committee peers for technical audit expertise .
- Attendance/engagement: Met ≥75% threshold for Board/committee meetings in 2024; Board held executive oversight across advisers and auditors; majority attended the 2024 annual meeting .
- Compensation structure: No equity or performance metrics for directors; structure is flat retainer with chair premiums; no meeting fees disclosed .