Robert L. Young
About Robert L. Young
Robert L. Young (born 1963) is the Independent Chair of the Nuveen Funds’ unitary board and a Class I nominee for a term ending at the 2028 annual meeting; he has served on the board since 2017 . He has 30+ years in investment management, including COO and Director of J.P. Morgan Investment (2010–2016) and President/Principal Executive Officer of J.P. Morgan Funds (2013–2016), and earlier was a Senior Manager (Audit) at Deloitte & Touche; he holds a BBA in Accounting from the University of Dayton and is a former CPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Investment Management Inc. | Chief Operating Officer; Director | 2010–2016 | Led service, administration, platform support across retail/institutional investment businesses |
| J.P. Morgan Funds | President; Principal Executive Officer; SVP & COO | 2005–2016 (SVP & COO 2005–2010; President/PEO 2013–2016) | Direct involvement in board agendas, regulatory matters, policies/procedures |
| Deloitte & Touche LLP (formerly Touche Ross) | Senior Manager (Audit) | 1985–1996 | Helped create and led midwestern mutual fund practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Dayton | Investment Committee member | 2008–2011 | Oversight role tied to endowment investment governance |
Board Governance
- Board structure and independence: Nuveen uses a unitary board across funds; the Board has Independent Co-Chairs and elected Mr. Young as Independent Chair, with defined responsibilities to set agendas, preside at meetings, and serve as liaison among trustees and fund management .
- Independence and financial expertise: Mr. Young is an Independent Board Member and has been designated an SEC “audit committee financial expert,” serving on the Audit Committee composed entirely of independent members .
- Attendance: Each Board Member, including Mr. Young, attended at least 75% of Board and committee meetings held during the last fiscal year .
| Committee | Role | Chair/Co‑Chair Fee Eligibility | Member Retainer Eligibility | Notes |
|---|---|---|---|---|
| Board (Independent Chair) | Chair | Yes ($140,000 in 2024; $150,000 in 2025) | N/A | Independent Chair duties per by‑laws |
| Executive Committee | Chair | N/A (no specific chair fee disclosed for Executive) | N/A (no membership retainer disclosed) | Members: Young (Chair), Kenny, Nelson, Toth |
| Audit Committee | Member; Financial Expert | N/A | Yes ($30,000 in 2024; $35,000 in 2025) | Committee independent; oversight of financial reporting and valuation |
| Nominating & Governance | Chair; Member | Yes ($20,000 in 2024; $25,000 in 2025) | Yes ($20,000 in 2024; $25,000 in 2025) | Committee composed entirely of Independent Board Members |
| Investment Committee | Member | N/A | Yes ($20,000 in 2024; $30,000 in 2025) | Oversees fund performance and investment risks |
| Closed‑End Fund Committee | Member | N/A | Yes ($20,000 in 2024; $25,000 in 2025) | Reviews premiums/discounts, leverage use, market trends |
| Dividend Committee | Not listed as member | N/A | N/A | Members: Thornton (Chair), Lancellotta, Kenny, Nelson, Starr |
| JPC Meeting Activity (last fiscal year) | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 8 |
| Executive Committee Meetings | 8 |
| Dividend Committee Meetings | 8 |
| Compliance, Risk Mgmt & Regulatory Oversight | 6 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 5 |
| Investment Committee Meetings | 4 |
| Closed‑End Fund Committee Meetings | 4 |
Fixed Compensation
- Retainer structure change: Effective January 1, 2024, compensation shifted from per‑meeting fees to higher fixed retainers; prior 2023 structure included per‑day/meeting fees for Board and committees .
- Deferred compensation plan: Independent Board Members may elect to defer part or all compensation into book reserve accounts notionally invested in Nuveen funds, with distributions in lump sum or 2–20 years; no retirement/pension plan exists .
| Component | 2024 Rate | 2025 Rate | Eligibility for Young |
|---|---|---|---|
| Base annual retainer (Independent Board Members) | $350,000 | $350,000 | Yes |
| Board Chair retainer | $140,000 | $150,000 | Yes (Independent Chair) |
| Audit Committee membership | $30,000 | $35,000 | Member |
| Investment Committee membership | $20,000 | $30,000 | Member |
| Closed‑End Fund Committee membership | $20,000 | $25,000 | Member |
| Nominating & Governance membership | $20,000 | $25,000 | Member |
| Nominating & Governance Chair fee | $20,000 | $25,000 | Chair |
| Ad hoc meeting fee (Board/Committees) | $1,000 or $2,500 per meeting length/immediacy | $1,000 or $2,500 per meeting length/immediacy | As applicable |
| Aggregate Compensation (last fiscal year) | Amount |
|---|---|
| From JPC (Nuveen Preferred & Income Opportunities Fund) | $9,740 |
| Total from funds in Nuveen Fund Complex | $502,381 |
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Stock/Option awards (RSUs/PSUs/Options) | None disclosed for Independent Board Members | Compensation is cash retainers and eligible deferred compensation; no equity grants indicated |
| Performance metrics tied to director pay | None disclosed | No TSR/revenue/ESG metrics tied to Independent Board Member compensation |
| Clawbacks / Change‑of‑Control / Severance | Not disclosed for Independent Board Members | No pension/retirement plans; only Deferred Compensation Plan |
Other Directorships & Interlocks
| Company/Organization | Role | Tenure |
|---|---|---|
| Other public company boards (past five years) | None | None |
- The proxy lists interlocks/holdings for certain directors in entities advised by affiliates; no such related holdings are shown for Mr. Young in the appendix tables provided .
Expertise & Qualifications
- Former CPA and audit leader at Deloitte; designated “audit committee financial expert,” reinforcing financial reporting and valuation oversight capability .
- Senior fund operations and governance experience from J.P. Morgan Funds (PEO/President) and J.P. Morgan Investment COO/Director; direct experience interacting with service providers and fund boards .
Equity Ownership
| Fund | Shares Owned (12/31/2024) | Dollar Range | % of Shares Outstanding |
|---|---|---|---|
| JPC (Preferred & Income Opportunities) | 0 | $0 | <1% for each Board Member individually (as of 2/18/2025) |
| Aggregate across family of registered investment companies overseen | N/A | Over $100,000 | Group (Board Members & officers) <1% in each Fund (as of 2/18/2025) |
- Ownership guideline: Board expects each Board Member to invest at least the equivalent of one year of compensation in the fund complex, directly or on a deferred basis .
- Pledging/hedging: No pledging or hedging disclosures for Mr. Young in the proxy excerpts provided .
Governance Assessment
- Strengths: Independent Board Chair with deep fund operations background; designated audit committee financial expert; serves on multiple oversight committees (Audit, Nominating & Governance as Chair, Investment, Closed‑End), supporting board effectiveness and risk oversight .
- Alignment: Policy expects one‑year compensation invested in the fund complex; Mr. Young’s aggregate family holdings exceed $100,000, but he holds no JPC shares—alignment is at complex level, not fund‑specific .
- Engagement: Board and committees were active (e.g., 14 Audit Committee meetings for JPC), and Mr. Young met the ≥75% attendance threshold, indicating consistent engagement .
- Compensation signals: The 2024 shift from per‑meeting fees to larger fixed retainers and committee/Chair fees increases predictability and may reduce variability tied to meeting volume; ad hoc fees remain for special meetings .
- Conflicts/Red flags: No related‑party transactions or interlocks disclosed for Mr. Young; no Section 16(a) delinquencies noted; however, zero direct ownership in JPC could be viewed as a minor alignment gap at the individual fund level given the guideline focuses on fund complex holdings rather than each fund .