Loren M. Starr

About Loren M. Starr

Independent director of Nuveen Dynamic Municipal Opportunities Fund (NDMO), born 1961, serving since 2022 with a current Class III term expiring at the 2027 annual meeting; last elected for NDMO on August 8, 2024. He is designated an independent Board Member (not an “interested person”) and an “audit committee financial expert,” with deep CFO and public company board experience and advanced degrees from Columbia (BA/BS, MBA) and Carnegie Mellon (MS). He oversees 216 portfolios in the Nuveen fund complex.

Past Roles

External Roles

Board Governance

• Independence: All nominees and Board Members, including Starr, are not “interested persons” of the Funds or Nuveen/TIAA; considered Independent Board Members.
• Committee assignments (standing committees):
  • Audit Committee member; designated “audit committee financial expert.”
  • Dividend Committee member.
  • Nominating & Governance Committee member.
  • Investment Committee member.
  • Closed‑End Fund Committee member.
  • Not on Executive Committee.
• Attendance: Each Board Member attended ≥75% of Board and committee meetings in the last fiscal year.
• Board leadership: Independent Chair of the Board is Robert L. Young.

Fixed Compensation

Policy evolution and current structure:

• 2023 structure: $210,000 annual retainer; per‑meeting fees (e.g., $7,250 regularly scheduled Board days; $2,500 Audit/CEF/Investment; $5,000 Compliance; $1,250 Dividend; $500 other committees); Board Chair +$140,000; key committee chairs +$20,000.
• 2024 structure (pre‑Jan 1, 2025): $350,000 annual retainer; annual committee membership retainers ($30,000 Audit and Compliance; $20,000 Investment; $20,000 Dividend, Nominating & Governance, Closed‑End); Chair/Co‑Chair retainers aligned (e.g., Board Chair $140,000; Audit/Compliance Chair $30,000; Investment Chair $20,000; Dividend/N&G/Closed‑End Chair $20,000).
• Effective Jan 1, 2025: Continued $350,000 annual retainer; increased committee membership retainers ($35,000 Audit and Compliance; $30,000 Investment; $25,000 Dividend, N&G, Closed‑End); Chair retainers increased (e.g., Board Chair $150,000; Audit/Compliance Chair $35,000; Investment Chair $30,000; Dividend/N&G/Closed‑End Chair $25,000).
• Ad hoc meeting fees ($1,000 or $2,500) and special assignment committee stipends remain, with equitable allocation across funds.

Notes:

• Deferred Compensation Plan available to Independent Board Members; distributions can be lump sum or over 2–20 years; value tracks selected Nuveen fund shares; funds have no retirement/pension plans.
• Section 16(a) filings: Board Members and officers complied in the last fiscal year and previous fiscal year.

Performance Compensation

Other Directorships & Interlocks

• Fund complex interlocks: Starr previously served on boards within the TIAA/Nuveen complex (CREF and VA‑1, 2022–2023); current Nuveen/TIAA employment ties are explicitly disclaimed for Independent Board Members.
• Related‑party exposure: The proxy’s related securities holdings table lists Thomas J. Kenny’s interests in entities under common control; Starr is not listed in that table.

Expertise & Qualifications

• Financial leadership: 15 years as CFO at Invesco; Vice Chair and Senior Managing Director; designated audit committee financial expert for the Nuveen funds.
• Education: BA and BS (Columbia College), MBA (Columbia Business School), MS (Carnegie Mellon University).
• Public company governance: AMG director and Audit Chair; brings Sarbanes‑Oxley, audit oversight, and control environment expertise.

Equity Ownership

• Beneficial ownership in NDMO: $0 dollar range as of May 31, 2025; shares owned in NDMO: 0.
• Aggregate beneficial ownership across Nuveen fund complex: “Over $100,000” dollar range.
• Ownership percent: Individual holdings for each fund are less than 1% of outstanding shares.
• Ownership guideline: Board expects each Board Member to invest at least one year of compensation in Nuveen funds (directly or deferred).

Governance Assessment

• Strengths:
  • Independence and no Nuveen/TIAA employment history; audit committee financial expert designation.
  • Heavy committee engagement (Audit, Dividend, N&G, Investment, Closed‑End) and ≥75% attendance, signaling active oversight.
  • Public company audit chair role at AMG adds external benchmarking and robust financial governance perspective.
• Alignment and incentives:
  • Compensation is primarily fixed cash with committee retainers; deferred comp available; no equity awards or performance‑linked pay disclosed—reduces pay‑for‑performance alignment but is standard for closed‑end fund boards.
  • Board ownership guideline requires one year of compensation invested in fund complex; Starr’s aggregate dollar range is “Over $100,000,” but proxy does not disclose exact amounts—compliance cannot be conclusively assessed.
• Conflicts and red flags:
  • No related‑party transactions or pledged shares disclosed for Starr; not listed among Board Members with common‑control company holdings.
  • Section 16 compliance affirmed; no legal or regulatory proceedings flagged.
• Implications for investors:
  • Starr’s deep CFO background and audit expertise support board effectiveness, risk oversight, and financial reporting quality—positives for investor confidence.
  • The 2025 shift to higher committee retainers formalizes workload recognition but does not introduce performance‑based elements; monitor aggregate ownership levels vs. guideline and continued committee leadership contributions.