Thomas J. Kenny
About Thomas J. Kenny
Independent director of Nuveen Variable Rate Preferred & Income Fund (NPFD). Year of birth: 1963. Appointed to the NPFD board effective January 1, 2024; designated a Class I nominee for a term expiring at the 2028 annual meeting. Background includes senior leadership in fixed income at Goldman Sachs Asset Management; education includes B.A. from University of California, Santa Barbara, M.S. from Golden Gate University, and Chartered Financial Analyst (CFA) designation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Asset Management | Advisory Director; Partner; Managing Director; Co-Head, Global Cash & Fixed Income PM Team | Advisory Director 2010–2011; Partner 2004–2010; MD 1999–2004; Co-Head 2002–2010 | Led global cash and fixed income portfolio management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aflac Incorporated | Director; Chair of Finance & Investment Committee | Director since 2015; Committee Chair since 2018 | Chairs Finance & Investment oversight |
| ParentSquare | Director | 2021–2022 | Board service (former) |
| Sansum Clinic | Director; Finance Committee Chair | Director 2021–2022; Finance Chair 2016–2022 | Financial oversight for healthcare non-profit |
| B’Box (Advisory Board) | Advisory Board Member | 2017–2019 | Advisory role (former) |
| UC Santa Barbara Arts & Lectures Advisory Council | Member | 2011–2020 | Advisory role (former) |
| Cottage Health System | Investment Committee Member | 2012–2020 | Investment oversight (former) |
| Crane Country Day School | Board Member; President of the Board | Board 2009–2019; President 2014–2018 | Governance leadership |
| CREF / TIAA Separate Account VA-1 | Trustee/Manager; Chairman | Trustee/Manager 2011–2023; Chairman 2017–2023 | Leadership within fund complex |
Board Governance
- Independence: All NPFD nominees and continuing board members, including Kenny, are “Independent Board Members” under the 1940 Act; none have been employees/directors of TIAA/Nuveen or affiliates .
- Committee memberships (unitary board structure across Nuveen funds):
- 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)
- Attendance: Each board member attended 75% or more of board and committee meetings during the last fiscal year .
- Tenure on NPFD board: Appointed January 1, 2024; Class I nominee for term expiring 2028 .
Fixed Compensation
Compensation structure (Independent Board Members; applies to Kenny; chair fees only if serving as chair):
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Retainer ($) | 210,000 | 350,000 | 350,000 |
| Committee Membership – Audit / Compliance ($) | Per-meeting model (see 2023 fees) | 30,000 | 35,000 |
| Committee Membership – Investment ($) | Per-meeting model | 20,000 | 30,000 |
| Committee Membership – Dividend / Nominating & Governance / Closed-End ($) | Per-meeting model | 20,000 | 25,000 |
| Chair Retainer – Board ($) | 140,000 | 140,000 | 150,000 |
| Chair Retainer – Audit / Compliance ($) | 20,000 | 30,000 | 35,000 |
| Chair Retainer – Investment ($) | 20,000 | 20,000 | 30,000 |
| Chair Retainer – Dividend / Nominating / Closed-End ($) | 20,000 | 20,000 | 25,000 |
| Ad hoc meeting fees ($ per meeting) | 4,000 special; 2,500 committee; others per 2023 grid | 1,000 or 2,500 | 1,000 or 2,500 |
| Special Assignment Committees – quarterly fees ($) | Set case-by-case | Chair 1,250; Member 5,000 | Chair 1,250; Member 5,000 |
Compensation paid (last fiscal year):
| Metric | Amount |
|---|---|
| Aggregate compensation from NPFD ($) | 1,269 |
| Total compensation from funds in the fund complex ($) | 610,000 |
| Deferred compensation plan available | Yes (elective deferral; book reserve tracking eligible funds) |
| Retirement/pension | None (funds do not have retirement or pension plans) |
Notes:
- 2023 fee grid included per-day and per-meeting fees (e.g., $7,250/day regular meetings; $2,500 committee; $5,000 compliance) before shift to retainers in 2024 .
Performance Compensation
| Metric | Status |
|---|---|
| Annual/long-term performance-based bonus | Not disclosed; director compensation described solely as cash retainers/fees |
| Stock awards (RSUs/PSUs), options | Not disclosed; no equity award programs described for directors |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed; not applicable to independent fund directors |
| Clawbacks / gross-ups | Not disclosed |
Other Directorships & Interlocks
| Company | Public? | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Aflac Incorporated | Yes | Director; Chair, Finance & Investment Committee | No NPFD-related transaction disclosed |
| ParentSquare | No (private) | Director (former) | None disclosed |
| CREF / TIAA VA-1 | Registered investment entities | Trustee/Manager; Chairman (former) | Within same broader fund complex governance ecosystem |
Expertise & Qualifications
- Fixed income and cash management leadership (Co-Head of GSAM Global Cash & Fixed Income PM team) .
- Governance and investment committee experience (chairs Aflac Finance & Investment Committee; multiple fund complex leadership roles) .
- Education and credentials: B.A. (UCSB); M.S. (Golden Gate University); CFA .
Equity Ownership
| Holding | As of | Amount/Range | Notes |
|---|---|---|---|
| NPFD common shares beneficially owned | Dec 31, 2024 | 0 | Individual holdings of each fund <1% outstanding |
| Aggregate dollar range in all registered investment companies overseen (family) | Dec 31, 2024 | Over $100,000 | Includes holdings within fund complex (e.g., CREF/VA-1) |
| Board member expected investment guideline | Current | At least one year of compensation in funds in the fund complex (directly or deferred) | Board governance principle |
| Securities in companies advised by entities under common control with Adviser | Sep 30, 2024 valuations | Global Timber Resources LLC $39,673; Global Timber Resources Investor Fund, LP $598,506 via KSHFO LLC (KSHFO ownership 6.60%); Global Agriculture II Investor Fund LP $765,198; Global Agriculture II AIV (US) LLC $707,487 | Values and percent commitments disclosed; potential related-party exposure (advisers under common control with NPFD’s adviser) |
Governance Assessment
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Strengths:
- Independent director with deep fixed income expertise; broad governance experience across multiple committees (Executive, Dividend, Compliance, Nominating & Governance, Investment, Closed-End) .
- Attendance at or above 75% threshold across board/committees; supports engagement .
- Compensation structure modernization (2024) raises retainers and formalizes committee membership fees, reducing reliance on per-meeting compensation—clarifies expectations and may enhance alignment with ongoing governance workload .
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Potential Risks/Red Flags:
- NPFD-specific ownership is zero despite a board guideline to invest at least the equivalent of one year of compensation in the fund complex; while guideline is fund-complex-wide and Kenny’s aggregate complex holdings are “Over $100,000,” the lack of NPFD-specific holdings may be viewed as weaker “skin-in-the-game” at the individual fund level .
- Related-party exposure: disclosed holdings in entities advised by managers under common control with NPFD’s adviser (Nuveen/TIAA) via KSHFO LLC and other vehicles; although not indicating transactions with NPFD, investors should monitor for any conflicts or transactions requiring recusal or enhanced oversight .
- Pay inflation risk: annual retainer increased from $210,000 (2023) to $350,000 (2024), with additional committee retainers and chair fees indexed upward in 2025; monitor overall board cost and alignment to fund performance/discount mitigation initiatives .
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Governance context updates:
- NPFD by-laws amended February 28, 2024 to eliminate “control share” provisions, aligning with court developments and governance best practice; noted under Regulation FD .
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Summary: Kenny’s profile supports board effectiveness (independence, expertise, engagement). Primary monitoring items are fund-specific ownership alignment and any related-party exposure from common-control advisory relationships disclosed in Appendix A .