Thomas Kenny

About Thomas J. Kenny

Independent Board Member of Nuveen Minnesota Quality Municipal Income Fund (NMS). Born 1963; joined the NMS Board effective January 1, 2024, with current nomination as Class I Trustee to a term expiring at the 2028 annual meeting . Former Advisory Director, Partner, Managing Director, and Co-Head of Global Cash and Fixed Income Portfolio Management at Goldman Sachs Asset Management; B.A. UC Santa Barbara, M.S. Golden Gate University, CFA charterholder .

Past Roles

External Roles

Board Governance

• Independence: All nominees and continuing Board Members are not “interested persons” under the 1940 Act and have never been employees/directors of TIAA/Nuveen; therefore deemed Independent Board Members .
• Chair: Independent Chair of the Board is Robert L. Young; unitary board structure across Nuveen funds .
• Committee Memberships (Kenny):
  • Executive Committee (members: Young—Chair; Kenny; Nelson; Toth)
  • Dividend Committee (members: Thornton—Chair; Lancellotta; Kenny; Nelson; Starr)
  • Compliance, Risk Management & Regulatory Oversight Committee (members: Wolff—Chair; Forrester; Kenny; Medero; Moschner; Toth)
  • Nominating & Governance Committee (members: Young—Chair; Kenny and others)
  • Investment Committee (Co-Chairs: Boateng and Lancellotta; Kenny and others)
  • Closed-End Fund Committee (members: Moschner—Chair; Kenny and others)
• Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year .

NMS Board and Committee Meeting Counts (last fiscal year; NMS fiscal year end May 31, 2024)

Fixed Compensation

• Structure changes effective Jan 1, 2024:

  • Annual retainer for Independent Board Members: $350,000
  • Committee membership annual retainers:
    • Audit Committee: $30,000, increased to $35,000 as of Jan 1, 2025
    • Compliance Committee: $30,000, increased to $35,000 as of Jan 1, 2025
    • Investment Committee: $20,000, increased to $30,000 as of Jan 1, 2025
    • Dividend, Nominating & Governance, Closed-End Fund Committees: $20,000, increased to $25,000 as of Jan 1, 2025
  • Chair additional retainers: Board Chair $140,000 → $150,000 (2025); Audit/Compliance Chairs $30,000 → $35,000 (2025); Investment Chair $20,000 → $30,000 (2025); Dividend/Nominating/CEF Chairs $20,000 → $25,000 (2025)
  • Ad hoc meeting fees: $1,000 or $2,500 depending on meeting length/immediacy; special assignment committees quarterly fees (Chair from $1,250; members from $5,000)

• Deferred Compensation: Participation permitted; credited to book reserve and tracked to selected Nuveen funds; distributions in lump sum or 2–20 years .

Director Compensation (last fiscal year)

Performance Compensation

• No performance-based bonuses, stock awards, options, or TSR/ESG-tied metrics disclosed for Independent Board Members; compensation consists of retainers, committee fees, and ad hoc/special assignment fees .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep fixed income and liquidity management experience from GSAM leadership roles .
• CFA charterholder; graduate education in finance; governance experience across large fund complexes .
• Experience chairing finance/investment committees at Aflac, indicating capital allocation oversight .

Equity Ownership

• NMS-specific: Dollar range of Kenny’s beneficial ownership in NMS: $0; shares owned in NMS: 0; <1% of outstanding shared by any Board Member .
• Aggregate holdings across registered investment companies overseen: “Over $100,000” for Kenny (includes CREF/VA-1 as applicable) .
• Board principle: Each Board Member is expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex; individual compliance not quantified in proxy .

Beneficial Ownership Detail

Potential Conflicts and Related-Party Exposure

• Kenny holds interests via the Thomas Joseph Kenny 2021 Trust and KSHFO, LLC in investment companies whose advisers are under common control with Nuveen (the Funds’ adviser). Examples and values (as of Sep 30, 2024) include: Global Timber Resources LLC ($39,673); Global Timber Resources Investor Fund, LP ($598,506 via KSHFO, LLC; Kenny owns 6.60% of KSHFO, LLC); Global Agriculture II Investor Fund LP ($765,198 via KSHFO, LLC); Global Agriculture II AIV (US) LLC ($707,487 via KSHFO, LLC). Percentages listed reflect commitments, not current ownership percentages .
  • Implication: Economic interests in Nuveen-affiliated advised entities represent a potential perceived conflict; however, Board members are independent under the 1940 Act and not employed by TIAA/Nuveen .

Risk Indicators

• Section 16(a) compliance: Funds report that Board Members complied with all applicable Section 16(a) filing requirements during the last fiscal year and prior fiscal year .
• Say-on-pay and legal proceedings: Not disclosed/applicable for the fund Board in proxy; no investigations or legal proceedings flagged in the document.

Governance Assessment

• Positives:

  • Strong independence posture (non-interested under 1940 Act; not TIAA/Nuveen employees) .
  • High engagement: multiple committee memberships spanning investment oversight, compliance/risk, nominations, dividends, closed-end fund discount oversight; attendance ≥75% .
  • Financial governance expertise evidenced by Aflac committee chair role and GSAM fixed income leadership .

• Watch items / potential red flags:

  • Minimal NMS-specific “skin in the game” (0 shares; $0 dollar range), though aggregate fund complex holdings are “Over $100,000”; the Board’s ownership guideline expects at least one-year compensation invested, but individual compliance is not quantified—monitor for alignment .
  • Compensation inflation: 2024 shift to $350,000 retainer plus higher committee retainers/chair fees (increased again in 2025) could raise pay relative to at-risk components (none disclosed), though this is standard in fund governance .
  • Related-party exposure: Personal investments in entities advised by Nuveen-affiliated advisers could pose perceived conflicts; transparency provided in Appendix A .

• Overall: Kenny brings deep fixed-income and governance experience and is active across key committees. Independence is clear, but alignment at the individual fund level (NMS) is limited; continued monitoring of ownership guideline adherence and any transactions with Nuveen-affiliated entities is prudent .