Thomas J. Kenny

About Thomas J. Kenny

Independent director (not an “interested person”) born in 1963 with deep fixed-income and asset management credentials; joined the Nuveen municipal funds boards that include Nuveen Municipal Income Fund (NMI) in 2024, with service in the broader Nuveen fund complex since 2011 . Former Advisory Director, Partner, Managing Director, and Co-Head of Global Cash & Fixed Income PM at Goldman Sachs Asset Management (1999–2011); CFA charterholder; B.A. (UC Santa Barbara) and M.S. (Golden Gate University) . He is a current director at Aflac, chairing its Finance and Investment Committee .

Past Roles

External Roles

Board Governance

• Independence and status: Listed among Board Members/Nominees who are not “interested persons” (independent) .
• Committees (current memberships): Executive Committee; Dividend Committee; Compliance, Risk Management & Regulatory Oversight Committee; Nominating & Governance Committee; Investment Committee; Closed-End Fund Committee. He is not listed as an Audit Committee member .
• Committee chair roles: None disclosed for Kenny; committee chairs named are other directors (e.g., Nelson chairs Audit; Wolff chairs Compliance; Boateng/Lancellotta co-chair Investment; Moschner chairs Closed-End; Young chairs Nominating & Governance) .
• Attendance: Each Board Member (including Kenny) attended at least 75% of Board and applicable committee meetings in the last fiscal year .
• Board leadership: Board Chair is Robert L. Young (not Kenny) .
• Meetings held (per fund) in last fiscal year (illustrative): Regular Board 4; Special Board 8; Executive 4; Dividend 10; Compliance 6; Audit 14; Nominating & Governance 5; Investment 4; Closed-End Fund 4 .

Committee Assignments and Structure

Fixed Compensation

• Structure (effective Jan 1, 2025): Annual cash retainer of $350,000; plus membership retainers: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End Funds $25,000. Committee chair adders: Board Chair $150,000; Audit and Compliance Chairs $35,000; Investment Chair/Co-Chair $30,000; Dividend/Nominating/Closed-End Chairs $25,000. Ad hoc meeting fees $1,000–$2,500; special assignment committee stipends (Chair/Co-Chair quarterly from $1,250; members quarterly from $5,000) .
• Prior structures (trend context): 2023 used lower base retainer ($210k) with per-meeting fees; 2024 raised to $350k base with smaller committee retainers, then increased again in 2025 (notably Audit/Compliance membership moved from $30k to $35k, Investment from $20k to $30k, and Dividend/Nom/Gov/Closed-End from $20k to $25k) .
• Aggregate compensation disclosure: Total compensation from Nuveen funds paid to Kenny for the last reported period was $610,000 (includes any deferred amounts; allocation across funds per schedule) .

Performance Compensation

• No performance-linked equity or option awards are provided to fund directors; compensation is cash retainers/fees with an available Deferred Compensation Plan (elective deferral notionally tracked to eligible Nuveen funds) .
• Examples of Kenny’s deferred fee credits by fund (book-reserve amounts for the period, not equity grants): AMT-Free Credit Income $2,933; Credit Income $2,483; AMT-Free Quality $3,766; Dynamic Municipal $564 (illustrative selection) .

Other Directorships & Interlocks

Expertise & Qualifications

• Fixed-income and liquidity management expertise; GSAM senior leadership in global cash and fixed income portfolio management .
• Governance experience as chair at CREF and TIAA VA-1; extensive committee work across compliance, investment, and closed-end fund dynamics .
• CFA charterholder; B.A. UC Santa Barbara; M.S. Golden Gate University .

Equity Ownership

• Board member investment guideline: Nuveen funds boards expect each Board Member to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in funds within the Fund Complex (principle disclosure) .
• Reported ownership range: For the four specific funds listed in the proxy excerpt (New York Quality Income, Quality Income, Select Maturities, Taxable Income), Kenny reported $0 in each; aggregate range in all registered investment companies overseen: “Over $100,000” .
• Beneficial ownership by fund: Kenny reported 0 shares across the listed Nuveen funds (e.g., AMT-Free Credit Income, AMT-Free Value, AMT-Free Quality, etc.) in the table; group totals reflect some positions by others and deferred equivalents .

• Section 16/30(h) compliance: Funds report all Board Members and officers complied with applicable Section 16(a) filing requirements in the last fiscal year .

Related-Party Exposure and Conflicts

• Disclosed investments via entities associated with Kenny (e.g., KSHFO, LLC 4, and a 2021 Trust) in companies advised by advisers under common control with the Funds’ investment adviser (Nuveen/TIAA affiliates): Global Timber Resources LLC ($37,455), Global Timber Resources Investor Fund, LP ($567,738), TIAA-CREF Global Agriculture II LLC ($717,269), and Global Agriculture II AIV (US) LLC ($681,911). Kenny owns 6.60% of KSHFO, LLC. Values as of Dec 31, 2024; percentages based on committed capital, not current ownership percentages .
• Implication: These are disclosed affiliations with adviser-related vehicles; not per se prohibited but merit monitoring for perceived conflicts when board decisions intersect with adviser-affiliated products or valuation policies .

Governance Assessment

• Strengths

  • Deep fixed-income and investment oversight background; CFA credential; prior leadership at GSAM and as chair at CREF/VA-1 enhance board effectiveness on investment, compliance, and closed-end fund issues .
  • Broad committee engagement (Executive, Dividend, Compliance, Nominating & Governance, Investment, Closed-End Fund) supports comprehensive oversight; meets attendance threshold (≥75%) .
  • Clear, transparent, cash-based compensation framework with disclosed retainers and ad hoc fee controls; no equity or options that could misalign incentives; elective deferred compensation plan with book-reserve tracking .
  • Section 16 compliance reported as satisfactory across board members and officers .

• Watch items / potential red flags

  • Related-party exposure: personal or affiliated investments in adviser-related vehicles (Nuveen/TIAA affiliates) are disclosed; amounts appear modest relative to advisory vehicles but create perceived linkage to entities under common control with the adviser; board should ensure robust recusal and conflict management policies around related matters .
  • Ownership alignment disclosure uses broad ranges (“Over $100,000”); cannot determine compliance with the board’s guideline to invest at least one year of compensation in fund complex holdings; more granular disclosure would aid assessment .
  • Kenny is not on the Audit Committee (which oversees valuation policy and auditor independence); however, he serves on Compliance and Investment, which also address risk and performance oversight .

• Compensation structure signals

  • Shift from per-meeting fees (2023) to larger fixed retainers (2024–2025) increases predictability and may reduce incentives to over-schedule meetings; 2025 increments to committee retainers suggest heightened workload/complexity (e.g., valuation, risk, closed-end fund discount management) .

• Meeting cadence and workload context

  • High activity level per fund in the last fiscal year (e.g., 14 Audit, 10 Dividend, 6 Compliance, 5 Nominating & Governance, 4 Investment/Executive/Closed-End, 4 regular and 8 special Board meetings) underscores ongoing oversight demands across multiple vehicles .

Bottom line: Kenny brings highly relevant fixed-income and fund governance expertise, broad committee service, and satisfactory attendance. Disclosed affiliated investments with adviser-related vehicles warrant routine conflict oversight; equity ownership disclosure lacks granularity to confirm one-year compensation guideline compliance, but a meaningful aggregate exposure (“Over $100,000”) is reported. Compensation is fully cash-based with elective deferral, minimizing pay-for-performance distortions while acknowledging significant time commitments across the complex .