Robert Young
About Robert L. Young
Independent Chair of the Nuveen Funds’ boards (including DIAX), born 1963, and a trustee since 2017. Former COO and Director of J.P. Morgan Investment Management (2010–2016) and President/Principal Executive Officer of the J.P. Morgan Funds (2013–2016). Earlier, Senior Manager (Audit) at Deloitte & Touche; former CPA. B.B.A. in Accounting, University of Dayton; served on the University’s Board of Trustees Investment Committee (2008–2011). Independent under the 1940 Act and has never been an employee/director of TIAA or Nuveen or their affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Investment Management Inc. | Chief Operating Officer; Director | 2010–2016 | Led service, administration and platform support for U.S. mutual funds/commingled/separate accounts; co-led global IM operations; agenda-setting and regulatory policy interface for J.P. Morgan Funds . |
| J.P. Morgan Funds | President; Principal Executive Officer | 2013–2016 | Facilitated fund-board relationships, regulatory matters, policies and procedures . |
| Deloitte & Touche LLP (formerly Touche Ross) | Senior Manager (Audit); former CPA | 1985–1996 | Created/led the firm’s midwestern mutual fund practice . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Dayton | Board of Trustees – Investment Committee Member | 2008–2011 | Investment oversight for endowment; applies to credentials, not a current public directorship . |
| Other public company boards (past 5 years) | None | — | None disclosed in proxy . |
Board Governance
- Board leadership: Independent Chair of the Board (unitary board overseeing Nuveen fund complex) with agenda-setting, presiding, and liaison duties .
- Committee assignments (2024/2025):
- Executive Committee: Chair (2025); member 2024 (moved from Co-Chair in 2H24 per committee rotation) .
- Nominating & Governance Committee: Chair (2025); Co-Chair beginning 7/1/2024 .
- Audit Committee: Member; designated “audit committee financial expert” (SEC definition) .
- Investment Committee: Member .
- Closed-End Fund Committee: Member .
- Dividend Committee: Not listed as a member in latest proxy .
- Independence: All trustees, including Young, are “Independent Board Members” (not “interested persons” under the 1940 Act) and have never been employees or directors of TIAA or Nuveen .
- Attendance: Each trustee attended at least 75% of board and applicable committee meetings in the last fiscal year .
Board and committee meeting cadence (last fiscal year – DIAX):
| Meeting Type | Count |
|---|---|
| Regular Board | 5 |
| Special Board | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance/Risk/Reg Oversight Committee | 5 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
Compensation framework (Independent Trustees; cash retainer model; no pensions):
| Component | 2023 (through 12/31/2023) | 2024 (effective 1/1/2024) | 2025 (effective 1/1/2025) |
|---|---|---|---|
| Annual Board retainer | $210,000 | $350,000 | $350,000 (unchanged in 2025 proxy) |
| Committee membership retainers | Audit & Compliance: $2,500/mtg; others varied by meeting type | Audit & Compliance: $30,000; Investment: $20,000; Dividend, Nominating & Governance, Closed-End Funds: $20,000 | Audit & Compliance: $35,000; Investment: $30,000; Dividend, Nominating & Governance, Closed-End Funds: $25,000 |
| Board Chair/Co-Chair | $140,000 | $140,000 | $150,000 |
| Committee Chair/Co-Chair | $20,000 (Audit/Compliance/N&G/Dividend/Closed-End/Investment) | Audit/Compliance: $30,000; Others $20,000 | Audit/Compliance: $35,000; Investment: $30,000; Others $25,000 |
| Ad hoc meetings | Per-meeting fees (varied) | $1,000 or $2,500 per ad hoc meeting | $1,000 or $2,500 per ad hoc meeting |
| Deferred Compensation Plan | Available; deferrals track selected Nuveen funds; no pension plan | Available | Available |
Fund- and complex-level compensation actually paid to Robert L. Young:
| Period | DIAX – Aggregate Compensation from Fund ($) | Total from Nuveen Fund Complex ($) | Notes |
|---|---|---|---|
| FY 2023 (proxy dated 2/27/2024) | 2,268 | 510,647 | Pre-2024 fee schedule for part of period |
| FY 2024 (proxy dated 3/4/2025) | 1,746 | 502,381 | Reflects retainer structure change/proration across funds |
Deferred compensation credited to Robert L. Young (select funds, FY 2024):
| Fund | Deferred Fees ($) |
|---|---|
| DIAX | 1,138 |
| JGH (Nuveen Global High Income Fund) | 828 |
| JPC (Nuveen Preferred & Income Opportunities) | 6,464 |
| BXMX (Nuveen S&P 500 Buy-Write Income) | 2,910 |
The Funds have no retirement or pension plans; officers receive no compensation from the Funds; CCO compensation is paid by the Adviser and partially reimbursed .
Performance Compensation
| Item | Disclosure |
|---|---|
| Target/actual bonus | Not applicable to independent trustees (retainer/fee-based) . |
| Stock/option awards (RSUs/PSUs/options) | None disclosed for independent trustees . |
| Performance metrics (revenue/EBITDA/TSR/ESG) | None disclosed; trustee pay not performance-linked . |
| Clawbacks, gross-ups, severance/CoC | Not applicable/Not disclosed for independent trustees . |
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| None (public company boards during past five years) | — | — | No public company directorships for Young disclosed . |
Interlocks/affiliations:
- All trustees, including Young, are independent of TIAA/Nuveen and affiliates; no employment ties .
Expertise & Qualifications
- Designated “audit committee financial expert” (SEC) – relevant to financial reporting and valuation oversight .
- 30+ years in investment management operations, fund governance, board liaison, compliance/policy – JPMorgan senior roles and Deloitte audit background (former CPA) .
- Independent Chair across the Nuveen fund complex; deep familiarity with closed-end fund market dynamics via Closed-End Fund Committee .
Equity Ownership
Ownership principle and status:
- Governance principle: each trustee is expected to invest (directly or deferred) at least one year of compensation in the Nuveen/TIAA fund complex .
- As of 2/18/2025, each individual trustee’s holdings in any single fund (including DIAX) were <1% of that fund’s outstanding shares; group <1% in each fund .
Dollar range and shares (as of 12/31/2024):
| Fund | Dollar Range | Shares |
|---|---|---|
| DIAX (Nuveen Dow 30SM Dynamic Overwrite Fund) | $0 | 0 |
| JGH (Nuveen Global High Income Fund) | Over $100,000 | 16,475 |
| Other funds listed in Appendix A | $0 ranges shown for Young | 0 where reported |
| Aggregate across registered investment companies overseen | Over $100,000 | — |
Pledging/hedging: No pledging or hedging by Young disclosed; not discussed in the proxy .
Governance Assessment
- Strengths
- Independent Chair with broad fund governance experience; chairs Executive and Nominating & Governance Committees (agenda-setting, board evaluation, and compensation framework oversight) .
- Financial oversight depth: Audit Committee member and SEC “financial expert”; former Deloitte audit leader and JPMorgan funds COO/President provide strong controls/valuation literacy .
- Engagement: Meets ≥75% attendance; active on multiple committees including Investment and Closed-End Fund Committee (premium/discount oversight, leverage, distribution scrutiny) .
- Potential concerns/considerations
- Pay optics: Substantial board retainer increases in 2024/2025 (to $350k; chair to $150k; committee retainers raised), though aligned with increased workload/board consolidation across the complex; fees allocated across funds including DIAX .
- Ownership alignment: Board policy expects one-year compensation invested; Young’s aggregate fund-complex holdings are “Over $100,000” with $0 in DIAX specifically; compliance with the one-year guideline cannot be confirmed from disclosures (deferred holdings count toward policy) .
- No public company directorships (neutral): limits external interlocks but also fewer external market perspectives; however, breadth of fund-complex oversight (200+ portfolios) partially offsets –.
Insider Trades
| Period | Form 4/Section 16 activity for Robert L. Young (DIAX) | Notes |
|---|---|---|
| Last fiscal year | None disclosed in proxy; the Funds state all applicable Section 16 filings were compliant during the last fiscal year | RIC trustees often have limited/no Form 4 activity; compliance affirmed by the Funds . |
Related-Party, Legal, and Risk Indicators
- Related-party transactions: None identified specific to Young in the proxy .
- Section 16 filings: The Funds report compliance for trustees and officers in the last fiscal year .
- Option repricing, tax gross-ups, golden parachutes: Not applicable/not disclosed for independent trustees .
- Audit oversight: Committee of independent trustees; Young among members; external auditors KPMG/PwC appointed depending on fund; robust pre-approval policies .
Compensation Committee Analysis (Nominating & Governance)
- The Nominating & Governance Committee (chaired by Young in 2025) reviews and recommends trustee compensation changes and oversees board governance (evaluation, committee rotation, education, and guidelines) .
- Best-practice signals: periodic review of board/committee structures; independent-only composition; charter publicly available .
- Consultant independence: Not directly applicable; no compensation consultant conflicts disclosed (trustees’ compensation set by board committee) .
Summary Signals for Investors
- Positive: Independent Chair; audit financial expert; multi-committee leadership; documented attendance; strong financial reporting/valuation oversight; no related-party or Section 16 issues noted .
- Watch: 2024–2025 fee increases and policy requiring one-year pay invested—Young’s DIAX-specific ownership is $0 while aggregate complex ownership is over $100k; disclosures do not confirm guideline compliance (deferred investments may apply) .
- Net: Governance profile supports investor confidence in board process and oversight at DIAX, with compensation optics to monitor as the unitary board continues to rationalize workload across the fund complex .