Robert L. Young

About Robert L. Young

Independent Chair of the Board for Nuveen California AMT‑Free Quality Municipal Income Fund (NKX). Year of birth: 1963; Board service since 2017; elected Chair in 2025; nominee for Class I term expiring at the 2028 annual meeting . Former COO and Director at J.P. Morgan Investment Management Inc. (2010–2016), President and Principal Executive Officer of J.P. Morgan Funds (2013–2016), and previously Senior Manager (Audit) at Deloitte & Touche LLP; former CPA; B.B.A. in Accounting from University of Dayton; designated “audit committee financial expert” by the Board .

Past Roles

External Roles

Board Governance

• Independence: Not an “interested person” under the Investment Company Act; never employed by TIAA or Nuveen; deemed “Independent Board Member” .
• Board Leadership: Independent Chair of the Board; responsibilities include agenda coordination, presiding at meetings, liaison among trustees, officers, management, and counsel .
• Committee Assignments:
  • Executive Committee: Chair .
  • Nominating & Governance Committee: Chair .
  • Audit Committee: Member; designated audit committee financial expert .
  • Investment Committee: Member .
  • Closed‑End Funds Committee: Member .
  • Dividend Committee and Compliance, Risk Management & Regulatory Oversight Committee: Not listed as a member .
• Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings during the last fiscal year .
• NKX Meeting Cadence (last fiscal year):

  Meeting Type	Count
  Regular Board Meetings	6
  Special Board Meetings	9
  Executive Committee Meetings	3
  Dividend Committee Meetings	8
  Compliance, Risk Management & Regulatory Oversight Committee Meetings	4
  Audit Committee Meetings	13
  Nominating & Governance Committee Meetings	6
  Investment Committee Meetings	3
  Closed‑End Funds Committee Meetings	4

Fixed Compensation

• Structure (effective January 1, 2025): Independent Board Members receive annual retainer of $350,000; Audit and Compliance Committee membership $35,000 each; Investment Committee $30,000; Dividend, Nominating & Governance, and Closed‑End Funds Committees $25,000; Board Chair receives $150,000; ad hoc meeting fees $1,000–$2,500; special assignment committee fees (Chair/Co‑Chair quarterly from $1,250; members quarterly from $5,000). Prior to 2025, comparable retainers were modestly lower (e.g., Chair $140,000) .

• Actual compensation (last fiscal year):

  Fund	Amount ($)
  Nuveen California AMT‑Free Quality Municipal Income Fund (NKX)	3,480
  Total compensation from Nuveen funds (Fund Complex)	502,381

• Deferred Compensation (notional investment in Participating Funds):

  Fund	Deferred Fees ($)
  Nuveen California AMT‑Free Quality Municipal Income Fund (NKX)	2,262
  Arizona Quality	515
  California Value	689
  California Quality	6,632
  Massachusetts Quality	383

Performance Compensation

Other Directorships & Interlocks

• Related‑party exposures: No listings for Young in the table of Board Members owning securities in companies advised by affiliates; conflicts referenced for other trustees but not for Young .

Expertise & Qualifications

• 30+ years in investment management operations and governance (J.P. Morgan Investment COO; President of J.P. Morgan Funds) .
• CPA background (former); audit and controls expertise; designated audit committee financial expert by SEC standards .
• Board leadership across complex overseeing ~220 portfolios; governance, valuation, compliance and risk oversight through committee work .
• Education: B.B.A. in Accounting, University of Dayton .

Equity Ownership

• Beneficial ownership in NKX: $0; number of NKX shares owned: 0 (as of Oct 22, 2025) .
• Aggregate dollar range of equity securities in the Nuveen Fund Complex overseen: Over $100,000 .
• Ownership as % of shares outstanding (NKX): Each Board Member’s holdings constituted less than 1% of outstanding shares; group also <1% .
• Stock ownership guideline: Board Members are expected to invest at least one year of compensation in funds within the Fund Complex (direct or deferred) .
• Pledging/hedging: No pledging of NKX shares disclosed .

Governance Assessment

• Strengths:
  • Independent Chair with deep fund governance and operating experience; strong alignment with best practices for closed‑end funds .
  • Robust committee leadership: Chairs Executive and Nominating & Governance; member and “financial expert” on Audit; broad engagement across Investment and Closed‑End Funds committees .
  • Attendance threshold met (≥75% of Board and committee meetings) and extensive committee activity for NKX, indicating active oversight cadence .
  • Section 16 compliance: Funds report full compliance for trustees and officers in last fiscal year, reducing regulatory risk .
• Potential watch items:
  • Zero direct ownership in NKX despite aggregate holdings “Over $100,000” across the Nuveen complex; while consistent with complex‑level ownership guidelines, fund‑specific “skin‑in‑the‑game” for NKX is nil as of Oct 22, 2025 .
  • 2025 compensation schedule increased retainers versus prior levels (e.g., Chair fee from $140k to $150k; committee retainer increases), modestly raising guaranteed cash relative to prior year; monitor further shifts in fee structure for signal on at‑risk versus fixed pay, even though directors lack performance‑based components .
• Overall: Independence, committee breadth, and audit expertise support board effectiveness; no related‑party or interlock conflicts disclosed for Young; attendance and governance infrastructure appear solid for NKX’s closed‑end fund oversight .