Thomas Kenny

About Thomas J. Kenny

Independent Board Member of Nuveen Municipal High Income Opportunity Fund (NMZ). Year of birth 1963; joined the Nuveen funds boards in the Fund Complex in 2011 and was appointed to NMZ’s board effective January 1, 2024 . Former Co-Head of Goldman Sachs Asset Management’s Global Cash & Fixed Income Portfolio Management team; CFA charterholder; B.A. (UC Santa Barbara) and M.S. (Golden Gate University) . Currently a Director of Aflac Incorporated and Chair of Aflac’s Finance & Investment Committee .

Past Roles

External Roles

Board Governance

• Independence and status: All NMZ Board Members, including Kenny, are “Independent Board Members” (not “interested persons” under the 1940 Act) and have never been employees or directors of TIAA or Nuveen or affiliates .
• Tenure at NMZ: Appointed January 1, 2024; standing for election as Class I nominee with term to 2028 annual meeting if elected .
• Committee assignments (Nuveen unitary board structure):
  • Executive Committee (member) .
  • Dividend Committee (member) .
  • Compliance, Risk Management & Regulatory Oversight Committee (member) .
  • Nominating & Governance Committee (member) .
  • Investment Committee (member) .
  • Closed‑End Fund Committee (member) .
  • Not an Audit Committee member (Audit members listed; Kenny not included) .
• Committee chairs: Kenny does not chair a committee; current chairs include Young (Board/Executive), Thornton (Dividend), Wolff (Compliance), Young (Nominating & Governance), Boateng & Lancellotta (Investment co‑chairs), Moschner (Closed‑End), Nelson (Audit) .
• Attendance: Each Board Member attended at least 75% of board and committee meetings during the last fiscal year .
• Meeting cadence (NMZ, last fiscal year): Board 4 regular, 8 special; Executive 4; Dividend 10; Compliance 6; Audit 14; Nominating & Governance 5; Investment 4; Closed‑End 4 .

Fixed Compensation

• Structure evolution
  • 2023 and prior (through 12/31/2023): $210,000 annual retainer; per‑meeting fees (Board/committees) with additional chair retainers; travel/site visit fees .
  • 2024 (effective 1/1/2024): $350,000 annual retainer + annual retainers per committee (Audit & Compliance $30k; Investment $20k; Dividend/Nominating/Closed‑End $20k); chair retainers (Board $140k; Audit & Compliance $30k; Investment $20k; others $20k); ad hoc meeting fees .
  • 2025 (effective 1/1/2025): $350,000 annual retainer maintained; committee retainers increased (Audit & Compliance $35k; Investment $30k; Dividend/Nominating/Closed‑End $25k); chair retainers increased (Board $150k; Audit & Compliance $35k; Investment $30k; others $25k) .
• Aggregate paid (latest available):
  • Total compensation from Nuveen Funds paid to Kenny: $610,000 (aggregate across funds) .
  • NMZ (Municipal High Income) paid to Kenny: $4,027 for fiscal year ended Oct 31, 2024 .

Notes: Directors may elect to defer compensation into a notional account tracking Nuveen funds; no pension plans; no employees of the Funds .

Performance Compensation

• No performance-based or equity-linked compensation is disclosed for Independent Board Members; compensation consists of retainers, committee retainers, and limited meeting/ad hoc fees; no stock, option, or PSU awards are part of director pay .

Other Directorships & Interlocks

Expertise & Qualifications

• Fixed income and cash management leadership (former Co‑Head GSAM Global Cash & Fixed Income PM) .
• Governance experience across large fund complexes (CREF and TIAA VA‑1 Chair roles) .
• CFA charterholder; MS in finance; extensive board service including Aflac finance oversight .

Equity Ownership

Deferred compensation elections (notional, if elected) accrue as if invested in selected eligible Nuveen funds; Kenny’s deferred amounts by fund include $1,007 at NMZ for the FY ended Oct 31, 2024 .

Related-Party Exposure and Potential Conflicts

• Disclosed beneficial interests in companies advised by entities under common control with NMZ’s Adviser (Nuveen/TIAA). The Adviser and the investment advisers to these companies are indirectly commonly controlled by Nuveen; amounts reflect value as of Dec 31, 2024 .

Note: Disclosure highlights affiliations within the TIAA/Nuveen ecosystem; Board members are nonetheless designated “Independent” under the 1940 Act and NYSE/NASDAQ standards as applicable .

Governance Assessment

• Positives

  • Independent status; multiple committee roles touching distributions, risk/compliance, investments, and closed‑end fund discount oversight (Executive, Dividend, Compliance, Nominating, Investment, Closed‑End) .
  • Strong fixed income pedigree; current oversight of capital allocation at Aflac aligns with NMZ’s income‑oriented objectives .
  • Board and committee meeting load is high, with at least 75% attendance across members, indicating active governance cadence (e.g., NMZ: 4 regular, 8 special board meetings; 14 Audit; 10 Dividend) .

• Watch items

  • RED FLAG: Zero direct ownership in NMZ as of May 31, 2025 (skin‑in‑the‑game at the fund level), though aggregate Nuveen complex ownership is “Over $100,000” and directors may satisfy guidelines via deferred holdings; disclosure bands prevent determining compliance with the “one year compensation” guideline .
  • Related‑party exposure: personal interests in TIAA/Nuveen‑affiliated private vehicles (e.g., Global Agriculture II), which are disclosed; while independence is affirmed, these ties warrant continued monitoring for perceived conflicts (recusals where appropriate) .
  • Not on Audit Committee; financial expert coverage provided by other directors (Nelson, Boateng, Starr, Young), but limits Kenny’s direct role in valuation/audit oversight .

• Signals for investors

  • Dividend and Closed‑End committees directly influence distribution policy and discount‑management tactics—a meaningful lever for NMZ total return; Kenny’s presence on both is supportive of income policy oversight .
  • Aflac chair role evidences sophisticated capital/investment oversight; time‑commitment across roles should be tracked but attendance thresholds were met fund‑wide .

Director‑Level Compensation (NMZ context)

Meeting Activity (NMZ)

Summary

• Independence, extensive fixed‑income/board experience, and heavy committee engagement support governance effectiveness; direct NMZ ownership is absent and disclosed related‑party holdings within the TIAA/Nuveen ecosystem are a perception risk but do not negate 1940 Act independence . Continuous monitoring of alignment (ownership/deferred balances) and any transactions bearing on affiliated vehicles is advisable.