Marc Cardella
About Marc Cardella
Marc Cardella (born 1984) serves as Vice President and Controller (Principal Financial Officer) of Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX). His term is indefinite and his length of service is since 2024. He is Senior Managing Director and Head of Public Investment Finance at Nuveen; Senior Managing Director at Teachers Advisors, LLC and TIAA‑CREF Investment Management, LLC; Managing Director at Teachers Insurance and Annuity Association of America and TIAA SMA Strategies LLC; and Principal Financial Officer, Principal Accounting Officer and Treasurer of TIAA Separate Account VA‑1 and the College Retirement Equities Fund (CREF). DIAX’s proxies do not disclose his education, specific performance metrics (TSR, revenue, EBITDA), or fund‑level executive performance outcomes, and state that fund officers receive no compensation from the Funds, limiting pay‑for‑performance assessment at the fund level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuveen | Senior Managing Director; Head of Public Investment Finance | Past 5 years (roles referenced) | Oversees public investment finance, aligning fund complex financial operations with Nuveen’s operating model |
| Teachers Advisors, LLC | Senior Managing Director | Past 5 years (roles referenced) | Senior oversight within TIAA asset management subsidiaries supporting fund governance and finance |
| TIAA‑CREF Investment Management, LLC | Senior Managing Director | Past 5 years (roles referenced) | Investment management leadership across TIAA complex; supports fund complex alignment |
| Teachers Insurance and Annuity Association of America | Managing Director | Past 5 years (roles referenced) | Institutional finance and governance within TIAA |
| TIAA SMA Strategies LLC | Managing Director | Past 5 years (roles referenced) | Managed account strategies oversight supporting fund operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TIAA Separate Account VA‑1 | Principal Financial Officer, Principal Accounting Officer, Treasurer | Past 5 years (roles referenced) | Financial stewardship for insurance separate account; strengthens cross‑complex controls |
| College Retirement Equities Fund (CREF) | Principal Financial Officer, Principal Accounting Officer, Treasurer | Past 5 years (roles referenced) | Financial and accounting leadership at one of the largest retirement funds; standardizes practices across the complex |
Fixed Compensation
Officers of the Funds receive no compensation from the Funds; compensation of the Chief Compliance Officer is paid by the Adviser with Board input, and the Funds reimburse the Adviser for an allocable portion of the Adviser’s CCO incentive compensation. DIAX filings do not disclose Marc Cardella’s base salary, target bonus, or actual bonus at the Adviser level .
| Component | Disclosure | Notes |
|---|---|---|
| Base salary | Not disclosed in DIAX filings | Officers are paid by the Adviser, not the Fund |
| Target bonus % | Not disclosed in DIAX filings | CCO compensation structure described; officer specifics not provided |
| Actual bonus paid | Not disclosed in DIAX filings | Not reported at the Fund level |
| Perquisites | Not disclosed in DIAX filings | No officer perquisite detail provided |
Performance Compensation
DIAX filings do not disclose Fund‑level performance metrics tied to officer pay, nor vesting schedules, stock awards, or options for Fund officers. Officers are compensated by the Adviser; therefore, pay‑for‑performance mechanics (TSR, revenue/EBITDA, ESG) are not available in DIAX’s proxy materials .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for Fund officers | — | — | — | — | — |
The Funds have no employees and officers serve without any compensation from the Funds, limiting visibility into performance‑linked pay at the Fund level .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (individual) | Not individually disclosed for officers in DIAX filings |
| Officers and Board as a group ownership | Less than 1% of outstanding shares of each Fund as of February 18, 2025 |
| Vested vs. unvested shares | Not disclosed for officers |
| Options (exercisable vs. unexercisable) | Not disclosed for officers |
| Shares pledged | Not disclosed |
| Ownership guidelines | DIAX boards expect Board Members to invest at least one year of compensation in Nuveen Funds; no officer ownership guidelines are disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date at DIAX | Since 2024 |
| Role and capacity | Vice President and Controller (Principal Financial Officer) |
| Term length | Indefinite; officers elected annually by the Board to serve until successors are elected and qualified |
| Compensation source | Officers receive no compensation from the Funds; CCO paid by Adviser, with partial reimbursement by Funds for CCO incentive compensation |
| Employment contract, severance, change‑of‑control | Not disclosed for Fund officers; no golden parachute or severance multiples disclosed in DIAX filings |
| Non‑compete, non‑solicit, garden leave | Not disclosed |
| Post‑termination consulting | Not disclosed |
Investment Implications
- Compensation alignment: Fund officers are paid by the external Adviser (Nuveen/TIAA), and DIAX does not disclose officer‑specific pay structures, metrics, or vesting schedules, constraining pay‑for‑performance analysis at the Fund level. This reduces visibility into incentive alignment with DIAX shareholder outcomes; any alignment would be through Adviser‑level structures not disclosed here .
- Insider selling pressure: DIAX filings do not report officer equity grants, options, or vesting schedules at the Fund level, and officers plus Board collectively own less than 1% of outstanding shares, suggesting limited direct equity‑linked selling pressure tied to Fund officer awards .
- Retention risk: Title and cross‑complex responsibilities indicate seniority at Nuveen/TIAA (multiple Managing Director roles), but employment contracts, severance, and change‑of‑control economics are not disclosed for Fund officers, preventing assessment of retention protections or mobility constraints .
- Governance and control: Officers are elected annually by the Board with indefinite terms, and receive no Fund‑level compensation; Board governance and DIAX performance oversight are largely independent of officer pay disclosures, with Board compensation and investment guidelines documented separately for Independent Board Members, not officers .
- Red flags: DIAX filings do not disclose pledging, hedging, clawbacks, tax gross‑ups, option repricing, related‑party transactions for Marc Cardella, or legal proceedings, limiting detection of governance or alignment red flags at the Fund officer level .
Data constraints: DIAX proxies explicitly state that officers receive no compensation from the Funds and do not provide Adviser‑level compensation details, equity awards, or employment agreements for Fund officers. Assessments of pay‑for‑performance alignment and severance economics for Marc Cardella cannot be made from DIAX filings alone .