Thomas J. Kenny
About Thomas J. Kenny
Independent trustee of Nuveen S&P 500 Dynamic Overwrite Fund (SPXX) and the Nuveen Funds “unitary board”; appointed effective January 1, 2024 and nominated as a Class I trustee for a term expiring at the 2028 annual meeting . Former Co‑Head of GSAM Global Cash and Fixed Income Portfolio Management; born 1963; B.A. UC Santa Barbara, M.S. Golden Gate University; Chartered Financial Analyst . All Nuveen Funds trustees, including Mr. Kenny, are deemed Independent (not “interested persons” under the 1940 Act and never employees of TIAA/Nuveen or affiliates) .
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 | Senior fixed income leadership and portfolio oversight |
| College Retirement Equities Fund (CREF) | Trustee (Chair 2017–2023) | 2011–2023 | Board leadership across a large asset owner platform |
| TIAA Separate Account VA‑1 | Manager (Chair 2017–2023) | 2011–2023 | Management committee oversight |
| Sansum Clinic | Director; Finance Committee Chair | 2016–2022 | Finance oversight in healthcare non‑profit |
| Crane Country Day School | Board Member; President of the Board | 2009–2019; 2014–2018 | Governance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aflac Incorporated | Director; Chair, Finance & Investment Committee | Director since 2015; Committee Chair since 2018 | Public company board; chairs finance/investment oversight |
| ParentSquare | Director | 2021–2022 | EdTech board service |
Board Governance
- Board class/tenure: Appointed to the Nuveen Funds boards effective January 1, 2024; nominee as Class I trustee through the 2028 annual meeting for SPXX .
- Independence: Classified as Independent; never an employee/director of TIAA/Nuveen or affiliates .
- Attendance: Each board member attended at least 75% of board and committee meetings during the last fiscal year .
- Meeting cadence (SPXX): 5 regular board; 9 special board; 5 Executive; 10 Dividend; 5 Compliance/Risk; 14 Audit; 5 Nominating & Governance; 4 Investment; 4 Closed‑End Fund Committee meetings in the last fiscal year .
Committee assignments (member unless noted):
- Executive Committee (members: Young (Chair), Kenny, Nelson, Toth) .
- Dividend Committee (members: Thornton (Chair), Lancellotta, Kenny, Nelson, Starr) .
- Compliance, Risk Management and Regulatory Oversight Committee (members: Wolff (Chair), Forrester, Kenny, Medero, Moschner, Toth) .
- Nominating and Governance Committee (members: Young (Chair), Boateng/Forrester, Kenny, Lancellotta, Medero, Moschner, Nelson, Starr, Thornton, Toth, Wolff) .
- Investment Committee (Co‑Chairs: Boateng and Lancellotta; members include Kenny) .
- Closed‑End Fund Committee (members: Moschner (Chair), Kenny, Nelson, Starr, Thornton, Wolff, Young) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual board retainer (Independent trustees) | $350,000 | Effective Jan 1, 2024 |
| Audit Committee membership retainer | $30,000 (to $35,000 as of Jan 1, 2025) | Per member |
| Compliance/Risk Committee membership retainer | $30,000 (to $35,000 as of Jan 1, 2025) | Per member |
| Investment Committee membership retainer | $20,000 (to $30,000 as of Jan 1, 2025) | Per member |
| Dividend, Nominating & Governance, Closed‑End membership retainers | $20,000 (to $25,000 as of Jan 1, 2025) | Each, per member |
| Board Chair (Independent) additional retainer | $140,000 (to $150,000 as of Jan 1, 2025) | Chair premium (Mr. Kenny is not Chair) |
| Committee chair additional retainers | $20,000–$35,000 depending on committee (higher in 2025) | By committee; Mr. Kenny is not a committee chair |
| Ad hoc/special assignment fees | $1,000–$2,500 per ad hoc meeting; special assignment quarterly fees (Chair from $1,250; members from $5,000) | As applicable |
| Deferred Compensation Plan | Available; deferral tracked to designated Nuveen funds | Elective deferral program for Independent trustees |
Per‑fund and complex compensation (last fiscal year):
| Measure | Amount |
|---|---|
| SPXX (S&P Dynamic Overwrite) – Aggregate paid to Mr. Kenny | $786 |
| Deferred fees (SPXX) credited to Mr. Kenny | $196 |
| Total compensation from funds in the Nuveen Fund Complex paid to Mr. Kenny | $610,000 |
Performance Compensation
- The board compensation program does not include performance‑based bonuses, stock options, or PSUs/RSUs; compensation is retainers/fees and optional deferred comp; no pension/retirement plan for trustees .
Other Directorships & Interlocks
| Company | Exchange/Type | Role | Committee Roles |
|---|---|---|---|
| Aflac Incorporated | Public company | Director (since 2015) | Chair, Finance & Investment Committee (since 2018) |
No indication in the proxy of interlocks or related‑party transactions between Aflac and SPXX/Nuveen Funds .
Expertise & Qualifications
- Deep fixed income and liquidity management expertise (former GSAM Co‑Head Global Cash & Fixed Income) .
- Board leadership across large asset owner entities (Chair at CREF and VA‑1) .
- Education: BA (UC Santa Barbara); MS (Golden Gate University); CFA charterholder .
- Considered independent; not designated as an “audit committee financial expert” (those designated: Moschner, Nelson, Starr, Young) .
Equity Ownership
| Item | Detail |
|---|---|
| SPXX shares owned (beneficial) | 0 shares |
| Dollar range owned in SPXX | $0 |
| Aggregate range across “Family of Investment Companies” overseen | Over $100,000 |
| Board ownership guideline | Expected to invest at least one year of compensation in Nuveen Fund Complex funds (direct or deferred) |
| Board/Officer % ownership of each fund | Each trustee individually <1% outstanding; group <1% outstanding for each fund |
| Pledging/hedging | Not disclosed in the proxy |
Related Interests and Potential Conflicts
| Holder/Vehicle | Company/Vehicle (advised by entities under common control with Nuveen) | Title/Class | Reported Value | Notes |
|---|---|---|---|---|
| Thomas Joseph Kenny 2021 Trust | Global Timber Resources LLC | None | $39,673 | Adviser to these companies is under common control with Nuveen |
| KSHFO, LLC (Mr. Kenny owns 6.60% of KSHFO, LLC) | Global Timber Resources Investor Fund, LP | None | $598,506 (6.01% of overall commitments) | Value as of 9/30/2024 |
| KSHFO, LLC | Global Agriculture II Investor Fund LP | None | $765,198 (0.05% of overall commitments) | Value as of 9/30/2024 |
| KSHFO, LLC | Global Agriculture II AIV (US) LLC | None | $707,487 (0.17% of overall commitments) | Value as of 9/30/2024 |
- Independence preserved per 1940 Act; these interests are disclosed because advisers are under common control with SPXX’s adviser; no specific related‑party transactions with SPXX are described .
Compliance and Shareholder Reporting
- Section 16(a) compliance: The Funds believe trustees/officers complied with all applicable Section 16(a) filing requirements during the last fiscal year .
- Audit/oversight: Active committee structure with clear charters and external auditors (PwC for SPXX) .
Governance Assessment
Strengths:
- Highly relevant fixed income and investment oversight experience; chairs Finance & Investment Committee at a public company (Aflac), supporting board effectiveness on investment, risk, and distribution matters .
- Broad committee engagement at the Nuveen Funds (Executive, Dividend, Compliance/Risk, Nominating & Governance, Investment, Closed‑End) and board‑wide attendance threshold met (≥75%) .
- Independence and unitary board diversity/governance framework; independent Chair model .
Watch‑items / potential red flags:
- Zero direct ownership of SPXX shares; while the board encourages investment equivalent to one year of compensation across the Fund Complex (including via deferral), SPXX‑specific alignment is limited by 0 holdings (offset in part by aggregate holdings “Over $100,000” across the complex) .
- Disclosed investments in vehicles advised by affiliates under Nuveen’s control require continued monitoring for perceived conflicts, though independence under the 1940 Act is affirmed and no SPXX‑specific related‑party transactions are indicated .
Appendix: Meeting Count Snapshot (SPXX last fiscal year)
| Meeting Type | Count |
|---|---|
| Regular Board | 5 |
| Special Board | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance/Risk Committee | 5 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |