Robert L. Young
About Robert L. Young
Independent Chair of the Board for the Nuveen closed‑end fund complex including BXMX; board member since 2017. Former Chief Operating Officer of J.P. Morgan Investment Management Inc. (2010–2016) and President/Principal Executive Officer of the J.P. Morgan Funds (2013–2016); previously Senior Manager (Audit) at Deloitte & Touche LLP (1985–1996). Year of birth: 1963; B.B.A. in Accounting from the University of Dayton; former CPA; designated an “audit committee financial expert.” Young is an Independent Board Member (not an “interested person” under the 1940 Act) and currently serves as the independent Chair of the Board. Length of service on the Nuveen Fund boards: since 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Investment Management Inc. | Chief Operating Officer and Director | 2010–2016 | Led service, administration and platform support for retail mutual funds and institutional accounts; co‑led global investment management support . |
| J.P. Morgan Funds | President and Principal Executive Officer | 2013–2016 | Managed board relationships, agendas, regulatory matters, and policies/procedures for the funds complex . |
| J.P. Morgan Funds | Senior Vice President & Chief Operating Officer | 2005–2010 | Oversight of fund operations (retail) . |
| Deloitte & Touche LLP | Senior Manager (Audit) | 1985–1996 | Built and led the firm’s Midwestern mutual fund practice (former CPA) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Dayton | Investment Committee, Board of Trustees | 2008–2011 | Member, investment oversight for endowment assets . |
| Other public company directorships | — | — | None disclosed in the past five years . |
Board Governance
- Board leadership: Independent Chair of the Board (unitary board across Nuveen/TIAA funds) with defined responsibilities (agendas, presiding at meetings, liaison with management/counsel) .
- Independence: All nominees and current trustees, including Young, are independent (not “interested persons”) of the Funds/Adviser/TIAA/Nuveen .
- Committee assignments and chair roles (current):
- Executive Committee – Chair (members: Young, Kenny, Nelson, Toth) .
- Nominating & Governance Committee – Chair (all independent) .
- Audit Committee – Member; designated “audit committee financial expert” .
- Investment Committee – Member .
- Closed‑End Fund Committee – Member .
- Attendance/engagement: Each Board Member attended ≥75% of applicable Board and committee meetings in the last fiscal year .
BXMX meeting load (last fiscal year):
| Meeting Type | Count |
|---|---|
| Regular Board | 5 |
| Special Board | 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
Compensation is paid in cash retainers and committee retainers (allocated across funds in the complex); no equity awards or options are disclosed for directors. Notable structural changes in 2024–2025:
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Independent Board Member annual retainer | $210,000 | $350,000 | $350,000 |
| Board Chair/Co‑Chair annual retainer | $140,000 | $140,000 | $150,000 |
| Audit Committee member retainer | Per‑meeting fees (no member retainer) | $30,000 | $35,000 |
| Compliance Committee member retainer | Per‑meeting fees | $30,000 | $35,000 |
| Investment Committee member retainer | Per‑meeting fees | $20,000 | $30,000 |
| Dividend, Nominating & Governance, Closed‑End committees – member retainer | Per‑meeting fees | $20,000 | $25,000 |
| Audit/Compliance Committee chair retainer | $20,000 | $30,000 | $35,000 |
| Investment Committee chair retainer | $20,000 | $20,000 | $30,000 |
| Dividend/Nominating/Closed‑End chair retainer | $20,000 | $20,000 | $25,000 |
| Ad hoc meeting fees | — | $1,000 or $2,500 (length/immediacy) | $1,000 or $2,500 (length/immediacy) |
BXMX‑specific and total complex compensation paid to Young (last fiscal years):
| Metric | FY2023 | FY2024 |
|---|---|---|
| BXMX aggregate compensation paid (by the Fund) | $5,465 | $4,467 |
| Total compensation from funds in the Fund Complex | $510,647 | $502,381 |
Deferred compensation (book‑entry equivalents; includes assumed investment returns) – selected line items:
| Fund | Young – Deferred Fees Payable |
|---|---|
| S&P 500 Buy‑Write Income Fund (BXMX) | $2,910 |
| NASDAQ 100 Dynamic Overwrite (QQQX) | $2,470 |
| Preferred & Income Opportunities (JPC) | $6,464 |
| Floating Rate Income (JFR) | $4,420 |
Performance Compensation
- No performance‑conditioned bonuses, stock awards (RSUs/PSUs), options, or explicit performance metrics are disclosed for directors. Director compensation consists of fixed retainers, committee chair/member retainers, and ad hoc fees; a voluntary deferred compensation plan allows deferral into Nuveen funds .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Young . |
| Committee roles at other public companies | Not applicable (none disclosed) . |
| Interlocks/related affiliations | None disclosed for Young in proxy; he is independent and not employed by TIAA/Nuveen or affiliates . |
| Prior public company boards (5‑yr lookback) | None disclosed for Young . |
| Non‑profit/academic roles | University of Dayton Investment Committee (2008–2011) . |
Expertise & Qualifications
- Audit/financial expertise: Designated “audit committee financial expert” by the Board .
- Investment management operations: COO of J.P. Morgan Investment; President of J.P. Morgan Funds; deep fund governance and regulatory experience .
- Accounting background: Former Deloitte audit Senior Manager; former CPA; University of Dayton B.B.A. in Accounting .
- Governance leadership: Independent Chair of a unitary board overseeing 200+ portfolios across Nuveen/TIAA funds .
Equity Ownership
| Item | Detail |
|---|---|
| BXMX (S&P 500 Buy‑Write) shares owned | 0 shares (less than 1% of outstanding for each Fund) as of 12/31/2024/2/18/2025 . |
| Other Nuveen fund shareholdings | 16,475 shares in Nuveen Global High Income Fund (JGH) . |
| Aggregate range across all registered investment companies overseen | Over $100,000 . |
| Shares pledged as collateral | No pledging disclosed in proxy . |
| Ownership guideline | Governance principle: each Board Member expected to invest at least one year of compensation in Nuveen funds (direct or deferred) . |
| Deferred compensation elections | BXMX deferred fees payable: $2,910 (book‑entry equivalents) . |
Governance Assessment
- Strengths: Independent Chair with audit committee financial expert designation; extensive fund operations and governance background; multi‑committee service (chairs Executive and Nominating & Governance; member of Audit, Investment, Closed‑End) supports board effectiveness; attendance threshold met across meetings .
- Alignment: Formal expectation to hold ≥1 year of compensation in Nuveen funds; Young has fund complex holdings and deferred balances, though no direct BXMX holding is disclosed .
- Pay structure: Large increase in 2024 base director retainer (to $350k) with further 2025 increases to chair and committee retainers; may raise optics questions but reflects a unitary board workload and formalized retainers vs per‑meeting fees used in 2023 .
- Conflicts/RED FLAGS: No related‑party transactions or interlocks disclosed for Young; Section 16(a) compliance confirmed complex‑wide; no pledging disclosed. No attendance shortfalls disclosed (≥75% achieved) .
Overall signal: Governance profile is solid—independence, financial expertise, and leadership roles support investor confidence. Watch the optics of director pay escalation and the absence of a direct BXMX shareholding (mitigated by fund complex investment/deferred holdings policy) .