Loren M. Starr
About Loren M. Starr
Independent Board Member of Nuveen S&P 500 Buy-Write Income Fund (BXMX); born 1961; joined the Nuveen closed-end fund boards (other than Multi-Market Income) in 2024 with a Class III term running to the 2027 annual meeting; designated an audit committee financial expert. Prior roles include Vice Chair (2020–2021) and CFO (2005–2020) of Invesco Ltd., and Independent Consultant/Advisor since 2021. Education: B.A. and B.S. from Columbia College, M.B.A. from Columbia Business School, and M.S. from Carnegie Mellon University. Deemed an Independent Board Member under the 1940 Act and has never been employed by TIAA or Nuveen or their affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco Ltd. | Vice Chair, Senior Managing Director | 2020–2021 | Senior leadership overseeing finance and strategy |
| Invesco Ltd. | Chief Financial Officer, Senior Managing Director | 2005–2020 | Led global finance; extensive public-company capital markets and reporting experience |
| Self | Independent Consultant/Advisor | Since 2021 | Advisory engagements in asset management and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMG | Director (since 2023); Chair of Audit Committee (since 2024) | 2023–present | Leads audit oversight; financial reporting and auditor independence |
| College Retirement Equities Fund (CREF) | Trustee | 2022–2023 | Oversight of retirement investment portfolios |
| TIAA Separate Account VA-1 | Management Committee Member | 2022–2023 | Oversight of variable annuity separate account |
| Georgia Leadership Institute for School Improvement (GLISI) | Former Chair and Director | 2014–2021 | Non-profit board leadership |
| Georgia Council on Economic Education (GCEE) | Former Chair and Trustee | 2014–2018 | Non-profit board leadership |
Board Governance
- Independence: All nominees and current board members (including Starr) are not “interested persons” and have never been employees/directors of TIAA/Nuveen; deemed Independent Board Members .
- Committee Memberships (BXMX): Dividend Committee (Member), Audit Committee (Member; designated audit committee financial expert), Nominating & Governance Committee (Member), Investment Committee (Member), Closed-End Fund Committee (Member) .
- Board Leadership: Independent Chair of the Board is Robert L. Young; independent committee chairs across Audit (Nelson), Dividend (Thornton), Closed-End (Moschner), Nominating (Young), Investment (Boateng/Lancellotta co-chairs) .
- Attendance: Each Board Member attended at least 75% of board and applicable committee meetings in the last fiscal year .
BXMX meeting cadence (last fiscal year):
| Meeting Type | Count |
|---|---|
| Regular Board Meeting | 5 |
| Special Board Meeting | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance, Risk & Regulatory Oversight Committee | 5 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
Directors are paid cash retainers and committee retainers; Nuveen funds allow deferrals via a Deferred Compensation Plan.
| Component | Amount | Effective Date |
|---|---|---|
| Annual Director Retainer | $210,000 | 2023 |
| Meeting Fees (examples) | $7,250/day regular board; $4,000 special; $2,500 Audit/Closed-End/Investment; $5,000 Compliance, Risk & Regulatory; $1,250 Dividend; $500 other committees | 2023 |
| Annual Director Retainer | $350,000 | 1/1/2024 |
| Committee Membership Retainers | Audit $30,000 (to $35,000 on 1/1/2025); Compliance, Risk & Regulatory $30,000 (to $35,000 on 1/1/2025); Investment $20,000 (to $30,000 on 1/1/2025); Dividend, Nominating, Closed-End $20,000 (to $25,000 on 1/1/2025) | 2024–2025 |
| Chair/Co-Chair Retainers | Board $140,000 (to $150,000 on 1/1/2025); Audit & Compliance $30,000 (to $35,000 2025); Investment $20,000 (to $30,000 2025); Dividend/Nominating/Closed-End $20,000 (to $25,000 2025) | 2024–2025 |
| Ad hoc meetings | $1,000 or $2,500 depending on length/immediacy | 2024–2025 |
Director compensation paid (last fiscal year):
| Metric | BXMX (Fund-level) | Fund Complex (Total) |
|---|---|---|
| Aggregate compensation paid to Loren M. Starr | $3,091 | $479,750 |
| Deferred compensation (booked to BXMX) | $1,064 | n/a |
Performance Compensation
- No stock, option, or PSU/RSU awards for Independent Board Members; compensation is cash-based retainers/fees with optional deferral; no performance metrics, severance, change-in-control provisions, clawbacks, or tax gross-ups disclosed for directors .
| Performance-Linked Element | Status |
|---|---|
| Equity awards (RSUs/PSUs) | Not applicable/not disclosed |
| Options (strike/vesting) | Not applicable/not disclosed |
| Bonus metrics (TSR/EBITDA/ESG) | Not applicable/not disclosed |
| Clawbacks/tax gross-ups | Not applicable/not disclosed |
Other Directorships & Interlocks
| Company/Organization | Role | Committee/Notes |
|---|---|---|
| AMG | Director; Audit Committee Chair | External public company oversight; audit leadership |
| CREF | Trustee (prior) | Retirement fund governance |
| TIAA Separate Account VA-1 | Management Committee Member (prior) | Variable annuity governance |
| GLISI | Former Chair & Director | Non-profit education leadership |
| GCEE | Former Chair & Trustee | Non-profit economic education leadership |
- Potential interlocks/conflicts: Proxy discloses a related-holdings table for board members owning securities in affiliates; Starr is not listed in the related-party holdings disclosed, and no related-party transactions are identified for him .
Expertise & Qualifications
- Financial leadership: Former CFO and Vice Chair of Invesco; deep GAAP/reporting, audit oversight, and capital markets experience .
- Audit expertise: Designated “audit committee financial expert” under SEC rules; current Audit Chair at AMG .
- Scope of oversight: Oversees 217 portfolios within the Nuveen fund complex .
- Education: Dual Columbia degrees (B.A., B.S.), Columbia MBA, Carnegie Mellon M.S. .
Equity Ownership
Policy and holdings:
- Governance principle: Each Board Member is expected to invest at least the equivalent of one year of compensation in funds within the Nuveen fund complex (directly or deferred) .
- Ownership levels at BXMX: Starr held $0 dollar-range and 0 shares; each Board Member’s individual beneficial holdings of each Fund were <1% of outstanding shares .
- Aggregate across fund complex: Starr disclosed “Over $100,000” aggregate range in registered investment companies overseen (includes CREF/VA-1 holdings as noted) .
| Metric | BXMX | Fund Complex |
|---|---|---|
| Dollar range beneficially owned | $0 | Over $100,000 (aggregate across complexes) |
| Shares beneficially owned | 0 | n/a |
| Ownership % of shares outstanding | <1% (individual board members) | n/a |
| Deferred comp balance (BXMX) | $1,064 equivalent | n/a |
Insider Trades & Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (last fiscal year) | All Board Members and officers complied with applicable filing requirements; no delinquencies noted |
| Form 4/transaction details | Not itemized in the proxy; no specific trades disclosed |
Governance Assessment
-
Strengths
- Independence and breadth: Independent Board Member, never affiliated with TIAA/Nuveen; extensive CFO/audit background; designated audit committee financial expert .
- Engagement: Member of five standing committees (including Audit, Dividend, Nominating, Investment, Closed-End) supporting oversight of valuation, distributions, governance, performance, and discount management; 75%+ attendance threshold met .
- External audit leadership: Chairs Audit Committee at AMG, adding external perspective on auditor independence and reporting quality .
-
Watch items
- Ownership alignment in BXMX: Starr held zero BXMX shares and $0 dollar-range in BXMX despite a governance expectation to invest at least one year of compensation across the complex; aggregate holdings are “Over $100,000,” but compliance to the guideline threshold is not determinable from disclosures .
- Compensation structure: Material increase in guaranteed cash retainers from 2023 to 2024 with further increases in 2025; mix is largely fixed cash with optional deferral, and no equity-based alignment at the fund level .
-
RED FLAGS
- No direct BXMX share ownership (0 shares; $0 dollar-range), which may be perceived as weaker fund-specific alignment versus a broad complex-level approach .
- Absence of disclosed performance-linked compensation or equity ownership mechanisms for directors at the fund level (common for registered investment companies but reduces pay-for-performance linkage) .
-
Conflicts/related-party exposure
- None disclosed for Starr; not listed in affiliate-related holdings table; Section 16 compliance affirmed .