Thomas Kenny
About Thomas J. Kenny
Independent trustee of Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX); appointed effective January 1, 2024 and nominated as a Class I trustee for a term expiring at the 2028 annual meeting . Born 1963; B.A. (UC Santa Barbara), M.S. (Golden Gate University), and Chartered Financial Analyst (CFA) . Former Co‑Head of Global Cash and Fixed Income Portfolio Management at Goldman Sachs Asset Management, with prior roles as Managing Director, Partner, and Advisory Director (1999–2011) . Oversees 218 portfolios in the Nuveen/TIAA fund complex; designated as an Independent Board Member (not an “interested person”) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Asset Management | Co‑Head, Global Cash & Fixed Income PM; Managing Director; Partner; Advisory Director | 1999–2011 | Led fixed income oversight and portfolio teams |
| College Retirement Equities Fund (CREF) | Trustee; Chairman | Trustee 2011–2023; Chairman 2017–2023 | Board and management committee leadership |
| TIAA Separate Account VA‑1 | Manager; Chairman | Manager 2011–2023; Chairman 2017–2023 | Board and management committee leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aflac Incorporated | Director; Chair, Finance & Investment Committee | Director since 2015; Chair since 2018 | Finance and investment oversight |
| ParentSquare | Director | 2021–2022 | Governance oversight |
| Sansum Clinic | Director; Finance Committee Chair | Director 2021–2022; Chair 2016–2022 | Finance oversight |
| Cottage Health System | Investment Committee Member | 2012–2020 | Investment oversight |
| B’Box | Advisory Board Member | 2017–2019 | Strategic advisory |
Board Governance
- Independence: All nominees and continuing trustees, including Kenny, are not “interested persons” under the 1940 Act; the board has an independent Chair (Robert L. Young) .
- Committee assignments: Executive (member), Dividend (member), Compliance/Risk/Regulatory Oversight (member), Nominating & Governance (member), Investment (member), Closed‑End Fund (member) .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year; QQQX held 5 regular board, 9 special board, and 10 dividend committee meetings, among others (see Appendix C) .
- Tenure at QQQX: Appointed Jan 1, 2024; Class I nominee through 2028 .
Fixed Compensation
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual Board retainer | $350,000 (effective Jan 1, 2024) | Independent Board Members |
| Committee membership retainers | Audit: $30k→$35k (2025); Compliance/Risk: $30k→$35k (2025); Investment: $20k→$30k (2025); Dividend: $20k→$25k (2025); Nominating & Governance: $20k→$25k (2025); Closed‑End: $20k→$25k (2025) | Per committee annually |
| Chair retainers | Board Chair: $140k→$150k (2025); Audit & Compliance Chairs: $30k→$35k (2025); Investment Chair: $20k→$30k (2025); Dividend, Nominating & Governance, Closed‑End Chairs: $20k→$25k (2025) | Kenny is a member, not chair |
| Ad hoc/special assignment fees | $1,000 or $2,500 per meeting; special assignment chairs/members quarterly fees starting at $1,250/$5,000 | As needed |
| Aggregate compensation paid by QQQX (last fiscal year) | $3,304 to Kenny | Fund‑level allocation |
| Total compensation from fund complex (last fiscal year) | $610,000 to Kenny | Complex‑wide |
The Funds do not have retirement or pension plans; certain Nuveen funds offer a Deferred Compensation Plan for Independent Board Members .
Performance Compensation
| Feature | Terms | Metrics |
|---|---|---|
| Bonus/Options/Stock awards | None disclosed for directors | N/A |
| Deferred Compensation Plan | Directors may defer fees into notional accounts tracking Nuveen fund shares; distributions in lump sum or over 2–20 years | Market performance of selected funds |
| Kenny’s deferred fees from QQQX (last fiscal year) | $826 | Tracks selected fund NAVs |
| Clawbacks/COC/severance/tax gross‑ups | Not disclosed for directors | N/A |
Other Directorships & Interlocks
| Company | Type | Role | Committee |
|---|---|---|---|
| Aflac Incorporated | Public | Director | Chair, Finance & Investment Committee |
| ParentSquare | Private/Tech | Director | — |
| CREF; TIAA VA‑1 | Investment funds | Trustee/Manager; Chairman | Management/Board leadership |
Expertise & Qualifications
- Fixed income and multi‑asset portfolio management expertise from GSAM leadership roles .
- Deep governance and finance oversight experience via Aflac committee chair role and multiple fund complex boards; CFA credential .
Equity Ownership
| Item | QQQX | Complex/Families | Notes |
|---|---|---|---|
| Dollar range of QQQX holdings | $0 | — | As of Dec 31, 2024 |
| Shares owned (QQQX) | 0 | — | As of Dec 31, 2024 |
| Aggregate range across family of investment companies | Over $100,000 | CREF/VA‑1 included | As of Dec 31, 2024 |
| Ownership as % of shares outstanding | <1% for each Fund per director | <1% group | As of Feb 18, 2025 |
| Stock ownership guideline | Expected to invest ≥ one year of compensation in funds of the complex | Compliance status not individually disclosed | Board governance principle |
| Pledging/hedging | Not disclosed | — | — |
Related-Party Exposure (Potential Conflicts)
| Holder/Vehicle | Company | Security/Class | Value | % of Class |
|---|---|---|---|---|
| Thomas Joseph Kenny 2021 Trust | Global Timber Resources LLC | None | $39,673 | 0.01% |
| KSHFO, LLC (Kenny owns 6.60%) | Global Timber Resources Investor Fund, LP | None | $598,506 | 6.01% |
| KSHFO, LLC | Global Agriculture II Investor Fund LP | None | $765,198 | 0.05% |
| KSHFO, LLC | Global Agriculture II AIV (US) LLC | None | $707,487 | 0.17% |
These companies are advised by entities under common control with the Funds’ investment adviser (Nuveen/TIAA), indicating potential related‑party exposure; percentages reflect commitments, not current ownership .
Governance Assessment
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Strengths
- Independent trustee with significant fixed income and fund governance experience; member of six standing committees, reinforcing engagement in dividends, risk, investment oversight, nominations, and closed‑end fund market dynamics .
- Boardwide attendance ≥75% across meetings; robust committee cadence at QQQX (e.g., 10 Dividend, 14 Audit, 5 Compliance meetings in last fiscal year), suggesting an active governance cycle .
- Independent Chair structure and clear committee charters for audit, valuation, compliance, and discount management for closed‑end funds enhance oversight quality .
-
Alignment and Compensation
- Director pay is cash retainer plus committee retainers; no equity, options, or performance bonuses for directors; deferred comp tracks fund NAVs, aligning with shareholder outcomes without creating targeted performance incentives .
- Kenny’s complex‑wide compensation ($610,000) and QQQX allocation ($3,304) are transparent; guideline expects directors to invest at least one year of compensation across Nuveen funds, though individual compliance detail is not disclosed .
-
RED FLAGS / Watch items
- No direct QQQX share ownership (dollar range $0; shares 0), which may reduce fund‑specific alignment despite aggregate holdings “Over $100,000” across the complex .
- Related‑party exposure via private vehicles advised by Nuveen‑affiliated managers could pose perceived conflicts; board should ensure robust recusal and disclosure protocols on matters touching affiliated strategies .
- Committee chair roles are held by other trustees; while Kenny’s broad committee membership signals engagement, lack of chairmanship limits direct agenda‑setting influence .
-
Additional compliance signal
- Section 16(a) reporting: Funds report full compliance by Board Members and officers in the last fiscal year (no delinquent filings) .