Loren Starr
About Loren M. Starr
Born 1961, Loren M. Starr is an Independent Board Member of the Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX) and other Nuveen funds, serving as a Class III director with a term expiring at the 2027 annual shareholder meeting; “Length of Service” is shown as since 2022, and narrative disclosure notes he joined the Boards of each Fund other than Multi-Market Income in 2024 and serves as a consultant to Multi-Market Income since 2024 . He is an independent consultant/advisor (since 2021) and formerly Vice Chair/Senior Managing Director (2020–2021) and CFO/Senior Managing Director (2005–2020) at Invesco Ltd.; education includes B.A. and B.S. from Columbia College, an M.B.A. from Columbia Business School, and an M.S. from Carnegie Mellon University . He is designated an “audit committee financial expert” on the Nuveen Funds’ Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco Ltd. | CFO, Senior Managing Director | 2005–2020 | Senior finance leadership overseeing reporting, controls, and investor relations |
| Invesco Ltd. | Vice Chair, Senior Managing Director | 2020–2021 | Executive oversight and strategic leadership |
| Independent Consultant/Advisor | Consultant | Since 2021 | Advisory services; independent of Nuveen/TIAA |
| College Retirement Equities Fund (CREF) | Trustee | 2022–2023 | Governance for pension/mutual funds in TC Funds family |
| TIAA Separate Account VA-1 | Management Committee member | 2022–2023 | Oversight of variable annuity account governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AMG | Director; Chair, Audit Committee | Director since 2023; Audit Chair since 2024 | Public company board; audit leadership role |
| Georgia Leadership Institute for School Improvement (GLISI) | Chair and Board Member (former) | 2014–2021 | Non-profit governance |
| Georgia Council on Economic Education (GCEE) | Chair and Board Member (former) | 2014–2018 | Non-profit governance |
Board Governance
- Independence: Serves as an Independent Board Member; Nuveen funds operate a unitary board led by an independent Chair (Robert L. Young) and committees composed of Independent Board Members .
- Committees (DIAX): Member, Audit Committee (designated “audit committee financial expert”), Dividend Committee, Nominating & Governance Committee, Investment Committee, Closed-End Fund Committee; not listed on the Compliance, Risk Management & Regulatory Oversight Committee .
- Chair roles: Not disclosed as chair for Nuveen committees; Audit Committee is chaired by John K. Nelson; Dividend Committee by Matthew Thornton III; Nominating & Governance by Robert L. Young; Investment Co-Chairs are Joseph A. Boateng and Amy B.R. Lancellotta; Closed-End Committee chaired by Albin F. Moschner .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings during the last fiscal year .
- DIAX meeting counts (last fiscal year): 5 regular Board meetings; 9 special Board; 5 Executive Committee; 10 Dividend; 5 Compliance; 14 Audit; 5 Nominating & Governance; 4 Investment; 4 Closed-End Fund Committee .
- Term/tenure: Class III term until 2027 annual meeting; disclosure shows “Length of Service: Since 2022” and notes Board service for funds other than Multi-Market Income beginning in 2024 .
Fixed Compensation
Board member compensation moved from meeting-based fees to a retainer model effective Jan 1, 2024, with increases effective Jan 1, 2025.
| Compensation Element | 2024 Amount ($) | 2025 Amount ($) |
|---|---|---|
| Annual retainer (Independent Board Member) | 350,000 | 350,000 |
| Committee membership – Audit | 30,000 | 35,000 |
| Committee membership – Compliance, Risk Mgmt & Regulatory Oversight | 30,000 | 35,000 |
| Committee membership – Investment | 20,000 | 30,000 |
| Committee membership – Dividend | 20,000 | 25,000 |
| Committee membership – Nominating & Governance | 20,000 | 25,000 |
| Committee membership – Closed-End Fund | 20,000 | 25,000 |
| Board Chair retainer (independent Chair) | 140,000 | 150,000 |
| Committee Chair – Audit & Compliance | 30,000 | 35,000 |
| Committee Chair – Investment | 20,000 | 30,000 |
| Committee Chair – Dividend, Nominating & Governance, Closed-End | 20,000 | 25,000 |
| Ad hoc Board/Committee meeting fee | 1,000–2,500 per meeting | 1,000–2,500 per meeting |
| Special assignment committee – Chair (quarterly) | Starting at 1,250 | Starting at 1,250 |
| Special assignment committee – Member (quarterly) | Starting at 5,000 | Starting at 5,000 |
Fund- and complex-level amounts disclosed for last fiscal year:
| Metric | Last Fiscal Year |
|---|---|
| DIAX (Dow Dynamic Overwrite) – Aggregate compensation paid to Loren M. Starr ($) | 1,191 |
| Total compensation paid from funds in the Nuveen Fund Complex to Loren M. Starr ($) | 479,750 |
| Deferred compensation balance (assumed investment) – DIAX ($) | 410 |
Additional compensation context: Nuveen funds have no retirement/pension plans; a Deferred Compensation Plan allows deferral of Board compensation with accounts tracked to eligible Nuveen funds . The 2023 (pre-change) fee schedule (meeting-based) is described for context .
Performance Compensation
- The proxy describes cash retainers, committee retainers, ad hoc and special assignment fees, and deferred compensation mechanics for Independent Board Members; no equity grants, options, performance metrics, bonuses, or CO/CIC provisions are described for directors .
Other Directorships & Interlocks
| Company/Entity | Role | Tenure/Date | Interlock/Notes |
|---|---|---|---|
| AMG | Director; Chair, Audit Committee | Director since 2023; Audit Chair since 2024 | External public-company audit leadership; no Nuveen relationship disclosed |
| College Retirement Equities Fund (CREF) | Trustee | 2022–2023 | TC Funds (TIAA) affiliate; noted in fund complex definition and compensation footnote |
| TIAA Separate Account VA-1 | Management Committee member | 2022–2023 | TC Funds (TIAA) affiliate; noted in fund complex definition and compensation footnote |
Expertise & Qualifications
- Designated “audit committee financial expert” under SEC rules; sits on Audit Committee for Nuveen funds .
- Senior finance executive background (CFO and Vice Chair at Invesco); public company audit leadership (AMG Audit Chair) .
- Advanced degrees in finance/management (B.A., B.S. – Columbia College; M.B.A. – Columbia Business School; M.S. – Carnegie Mellon University) .
Equity Ownership
| Holding | Value/Count | As of |
|---|---|---|
| DIAX Dollar Range of Equity Securities | $0 | Dec 31, 2024 |
| DIAX Shares Owned | 0 | Dec 31, 2024 |
| Individual % of DIAX Outstanding | <1% for each Board Member | Feb 18, 2025 |
| Aggregate Range across Family of Investment Companies (Nuveen/TC Funds/CREF/VA-1) | Over $100,000 | Dec 31, 2024 |
Note: Each Nuveen Board Member is expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in funds in the Fund Complex; only “aggregate range” is disclosed for each director, limiting assessment of guideline compliance at the individual level .
Governance Assessment
- Strengths: Deep capital markets and CFO experience; designated audit committee financial expert; broad committee participation (Audit, Dividend, Investment, Nominating & Governance, Closed-End) supports board effectiveness in valuation, distribution policy, performance oversight and governance; attendance threshold met (≥75%) .
- Alignment and incentives: Compensation is fixed retainer plus committee retainers with optional deferral; DIAX-specific holdings disclosed as $0 and 0 shares, while aggregate fund-complex holdings are “Over $100,000”; principle expects investment equal to one year’s compensation—disclosure granularity limits determination of compliance; potential optics risk for DIAX-specific alignment .
- Conflicts/related-party: Prior service at CREF/VA-1 (TC Funds) is disclosed; current table of related-party securities shows entries for another director but none for Starr; no loans or related-party transactions disclosed for Starr .
- Committee leadership: Not a Nuveen committee chair; external audit chair role at AMG indicates strong audit expertise but no Nuveen chair-level influence; independence affirmed across committees .
- RED FLAGS: DIAX-specific ownership at $0 and 0 shares may be viewed as a skin-in-the-game gap, despite aggregate holdings across the fund complex; inability to verify one-year compensation investment due to “range” disclosure; no equity or performance-based compensation providing direct DIAX alignment .
Overall signal: High governance competence (finance/audit) and committee coverage with adequate attendance; alignment optics for DIAX specifically are weaker given $0 holdings, though board-wide investment expectation applies to aggregate fund complex and aggregate range shows “Over $100,000” .