Thomas Kenny

About Thomas J. Kenny

Thomas J. Kenny (born 1963) is an Independent Board Member of the Nuveen fund complex overseeing NEA and related funds; he joined the Board in 2024. He is a Chartered Financial Analyst with deep fixed income portfolio management experience (former Co‑Head, Global Cash & Fixed Income PM at Goldman Sachs Asset Management) and currently serves as a Director and Chair of the Finance & Investment Committee at Aflac Incorporated; prior roles include directorships and investment committee leadership across non‑profit and academic organizations. Education: B.A. (UC Santa Barbara) and M.S. (Golden Gate University). He is independent under NYSE/NASDAQ standards and serves on multiple Board committees across the fund complex .

Past Roles

External Roles

Board Governance

• Independence: Serves on committees composed entirely of Independent Board Members, and is listed among Board Members/Nominees who are not “interested persons” .
• Committee memberships (NEA fund complex):
  • Executive Committee (member)
  • Dividend Committee (member)
  • Nominating & Governance Committee (member)
  • Investment Committee (member)
  • Closed‑End Fund Committee (member)
  • Compliance, Risk Management & Regulatory Oversight Committee (member)
  • Not on Audit Committee (membership listed; Kenny not included)
• Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year .
• Tenure and election status: Joined the Board in 2024; nominee for Class I or III Board Member with a term expiring at the 2028 annual meeting (funds as specified) .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Chartered Financial Analyst; senior fixed income portfolio management and liquidity management expertise from Goldman Sachs Asset Management (Co‑Head Global Cash & Fixed Income PM) .
• Board governance experience and chair responsibilities across retirement and annuity vehicles (CREF; TIAA Separate Account VA‑1) .
• Education: B.A. (UC Santa Barbara); M.S. (Golden Gate University) .

Equity Ownership

• Ownership guideline: Each Board Member is expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in funds in the Fund Complex; compliance status for individual directors is not disclosed. Kenny’s aggregate dollar range is “Over $100,000” and NEA ownership is $0, so whether he fully meets the “one‑year compensation” expectation cannot be determined from disclosed data .

Related‑Party Interests and Potential Conflicts

• Note: These companies are advised by entities under common control with the Funds’ investment adviser (Nuveen), which can present perceived conflicts or alignment considerations; values reflect commitments, not current ownership percentages .

Governance Assessment

• Board effectiveness and engagement: Kenny serves on six standing committees (Executive, Dividend, Nominating & Governance, Investment, Closed‑End Fund, Compliance/Risk/Regulatory), indicating broad engagement in risk, distribution, governance, and investment oversight; Audit responsibilities are handled by an independent committee without his membership .
• Independence: Confirmed independent under listing standards; committees he serves on are composed entirely of Independent Board Members .
• Attendance: Met the 75%+ attendance threshold in the last fiscal year across Board and committee meetings, supporting active participation .
• Compensation signals: Transition from per‑meeting fees (2023) to higher fixed retainers and standardized committee retainers (2024–2025) increases guaranteed cash compensation and reduces variability, potentially lowering at‑risk pay elements; Kenny’s total FY 2024 compensation from Nuveen funds was $610,000 .
• Ownership alignment: NEA and other individual fund holdings disclosed as $0 for Kenny, with aggregate Nuveen complex ownership “Over $100,000”; given the board’s expectation to invest at least one year of compensation, disclosure does not confirm full compliance, representing a potential alignment shortfall versus guideline (noted as expectation, not requirement) .
• Interlocks: Shared Aflac directorship with NEA Board Member Michael A. Forrester may create information‑flow interlocks outside the fund complex; no direct supplier/customer conflict disclosed for NEA .
• Related‑party exposure: Investments via entities (trust/KSHFO LLC) in companies advised by affiliates under Nuveen’s common control raise potential perceived conflicts; oversight mitigants include independent committee structures and broad compliance/risk oversight .

RED FLAGS

• Minimal disclosed NEA fund share ownership ($0) despite board investment expectation; inability to verify compliance with “one‑year compensation” guideline may be viewed negatively by alignment‑focused investors .
• Holdings in entities advised by affiliates under common control with the Funds’ adviser (Nuveen) could present perceived conflicts, requiring robust committee‑level oversight and disclosure monitoring .
• Increased guaranteed cash retainers (shift away from per‑meeting fees) may reduce performance sensitivity of director compensation structures .

Positives

• Extensive fixed income and governance experience (GSAM Co‑Head; Chair roles at CREF/VA‑1 and Aflac), and broad committee service across investment, governance, compliance, risk, and closed‑end fund market oversight .
• Confirmed independence and satisfactory attendance .

Appendix: Board/Committee Membership Snapshot