Thomas J. Kenny
About Thomas J. Kenny
Independent director of Nuveen AMT-Free Municipal Value Fund (NUW) since January 1, 2024; currently a Class I nominee for a term expiring at the 2028 annual meeting. Former Co-Head of Goldman Sachs Asset Management’s Global Cash and Fixed Income Portfolio Management team; long-tenured fund governance leader across the Nuveen/TIAA complex. Born 1963; B.A. (UC Santa Barbara), M.S. (Golden Gate University), Chartered Financial Analyst (CFA). Oversees 217 portfolios across the Fund Complex as an independent board member.
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 FI portfolio management |
| College Retirement Equities Fund (CREF) | Trustee; Chairman | Trustee 2011–2023; Chairman 2017–2023 | Board leadership for major retirement fund complex |
| TIAA Separate Account VA-1 | Manager; Chairman | Manager 2011–2023; Chairman 2017–2023 | Management committee leadership |
| Sansum Clinic | Director; Finance Committee Chair | Director 2021–2022; Finance Chair 2016–2022 | Finance oversight |
| Cottage Health System | Investment Committee Member | 2012–2020 | Investment oversight |
| Crane Country Day School | Board Member; President of the Board | Board 2009–2019; President 2014–2018 | Board leadership |
| B’Box | Advisory Board Member | 2017–2019 | Advisory |
| UCSB Arts & Lectures Advisory Council | Member | 2011–2020 | Advisory |
External Roles
| Company/Institution | Role | Tenure | Committees |
|---|---|---|---|
| Aflac Incorporated | Director; Chair of Finance & Investment Committee | Director since 2015; Committee Chair since 2018 | Finance & Investment (Chair) |
| ParentSquare | Director (former) | 2021–2022 | — |
Board Governance
- Independence: The board determined all current directors, including Mr. Kenny, are “Independent Board Members” (not “interested persons” under the 1940 Act).
- Committee assignments (member unless noted):
- Executive Committee (member)
- Dividend Committee (member)
- Compliance, Risk Management & Regulatory Oversight Committee (member)
- Nominating & Governance Committee (member)
- Investment Committee (member; committee includes all Independent Board Members)
- Closed-End Fund Committee (member)
- Not on Audit Committee (members listed do not include Kenny)
- Attendance/engagement: Each board member attended at least 75% of board and applicable committee meetings in the last fiscal year. The board met frequently (e.g., NUW scheduled 4 regular and 8 special board meetings; 10 Dividend; 6 Compliance; 14 Audit; 5 Nominating & Governance; 4 Investment; 4 Closed-End Fund in the last fiscal year).
- Class/term: For NUW, Mr. Kenny serves as a Class I board member nominee for a term expiring at the 2028 annual meeting; he was appointed to NUW’s board effective January 1, 2024.
Fixed Compensation
| Component | 2025 Structure | 2024 Structure | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Member) | $350,000 | $350,000 (effective before Jan 1, 2025) | Cash only; allocated across funds |
| Committee membership retainers | Audit: $35,000; Compliance: $35,000; Investment: $30,000; Dividend/Nominating/Closed-End: $25,000 (each) | Audit: $30,000; Compliance: $30,000; Investment: $20,000; Dividend/Nominating/Closed-End: $20,000 | As of Jan 1, 2025 adjustments increased some retainers |
| Committee chair retainers | Board Chair: $150,000; Audit Chair: $35,000; Compliance Chair: $35,000; Investment Chair/Co-Chair: $30,000; Dividend/Nominating/Closed-End Chairs: $25,000 | Board Chair: $140,000; Audit/Compliance Chairs: $30,000; Investment Chair/Co-Chair: $20,000; Dividend/Nominating/Closed-End Chairs: $20,000 | — |
| Ad hoc/special assignment fees | $1,000–$2,500 per ad hoc meeting; special assignment stipends (Chair ≥$1,250/quarter; members ≥$5,000/quarter) | $1,000–$2,500 ad hoc; special assignment quarterly fees | — |
| Deferred compensation plan | Available; fees may be deferred and notionally invested in eligible Nuveen funds | Available | — |
| Retirement/pension | None | — | No retirement plans |
| Director | Total Compensation from Nuveen Funds (latest reported) |
|---|---|
| Thomas J. Kenny | $610,000 |
| Fund | Kenny’s Aggregate Compensation from Each Fund (most recent fiscal year) |
|---|---|
| NUW (AMT-Free Municipal Value) | $685 |
| Deferred Fees (Participating Funds) | Kenny Deferred Amount |
|---|---|
| NUW (AMT-Free Municipal Value) – Fiscal Year | $171 |
| AMT-Free Credit Income – Fiscal Year | $2,933 |
| AMT-Free Quality – Fiscal Year | $3,766 |
| Municipal Value – Fiscal Year | $1,210 |
| Quality Municipal Income – Fiscal Year | $2,994 |
| Taxable Municipal Income – Fiscal Year | $575 |
Notes: Fees are allocated across the complex based on relative net assets; Kenny participates in the deferred compensation program as shown above.
Performance Compensation
| Variable/Performance-Linked Element | Status | Performance Metrics/Targets |
|---|---|---|
| Annual bonus | None disclosed; independent directors compensated via cash retainers and committee fees only | N/A |
| Equity (RSUs/PSUs/Options) | None disclosed for directors | N/A |
| Clawbacks | Not disclosed for directors | N/A |
Other Directorships & Interlocks
| Company | Relationship | Role/Committee | Tenure | Potential Interlock Notes |
|---|---|---|---|---|
| Aflac Incorporated | Public company | Director; Chair, Finance & Investment Committee | Director since 2015; Chair since 2018 | If NUW or affiliates invest in Aflac, oversight and conflict processes would be relevant; no such holdings disclosed in the proxy. |
| ParentSquare | Private/other | Director (former) | 2021–2022 | — |
Expertise & Qualifications
- Fixed income and liquidity management: Former Co-Head GSAM Global Cash & Fixed Income PM Team; Partner/MD roles leading FI investment teams.
- Fund governance leadership: Former Chairman of CREF and TIAA Separate Account VA-1; extensive board experience across large registered funds.
- Education and credentials: B.A. (UC Santa Barbara), M.S. (Golden Gate University), CFA charterholder.
Equity Ownership
| Item | Disclosure |
|---|---|
| NUW beneficial ownership (value range) | $0 |
| NUW shares owned | 0 |
| Aggregate dollar range across all Nuveen registered funds overseen | Over $100,000 |
| Board ownership guideline | Each board member is expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex (direct or deferred) |
| Compliance with guideline | Not explicitly disclosed; individual fund ranges shown above; aggregate “Over $100,000” not sufficient to determine compliance vs $350k+ expectation |
Other Financial Interests (Affiliates of Adviser)
| Holder/Vehicle | Company (under common control with Adviser) | Title/Class | Value | % of Class |
|---|---|---|---|---|
| Thomas Joseph Kenny 2021 Trust (Initial Trustee & Settlor) | Global Timber Resources LLC | None | $37,455 | 0.01% |
| KSHFO, LLC 4 (Mr. Kenny owns 6.60% of KSHFO, LLC) | Global Timber Resources Investor Fund, LP | None | $567,738 | 6.01% (of commitments) |
| KSHFO, LLC 4 | TIAA-CREF Global Agriculture II LLC | None | $717,269 | 0.05% |
| KSHFO, LLC 4 | Global Agriculture II AIV (US) LLC | None | $681,911 | 0.17% |
Note: These companies are advised by entities under common control with the Funds’ investment adviser (Nuveen/TIAA); percentages reflect commitments, not current ownership.
Insider Trading/Section 16(a)
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (last fiscal year) | The Funds believe all board members and officers, the Adviser, and affiliated persons complied with applicable Section 16(a) filing requirements. |
Governance Assessment
-
Strengths impacting investor confidence:
- Independence and breadth of committee engagement (Executive, Dividend, Compliance, Nominating & Governance, Investment, Closed-End); indicates high involvement in risk, distribution, and performance oversight.
- Strong fixed income investment background aligned with NUW’s municipal strategy; governance leadership experience at CREF/VA-1.
- Attendance at least 75%+ across meetings; robust meeting cadence for the fund complex.
-
Potential risk indicators and alignment concerns:
- $0 direct ownership in NUW as of May 31, 2025, though aggregate family holdings are “Over $100,000”; guideline expects at least one year of compensation invested in complex funds—compliance not determinable from disclosed ranges. Consider monitoring progress toward guideline alignment.
- Financial interests (via trust/KSHFO) in entities advised by affiliates of the Adviser; disclosed and relatively small by value, but represents a potential related-party exposure. Ensure continuing oversight and conflict management.
- External directorship at Aflac (Chair of Finance & Investment Committee). No disclosed fund holdings in Aflac; if present in portfolios, robust related-party/conflict procedures would be expected.
Overall, Mr. Kenny brings deep fixed income expertise and active committee participation that support board effectiveness. Key watch items are tangible ownership alignment at the NUW fund level and ongoing monitoring of affiliate-advised holdings and any potential interlocks.