Robert L. Young
About Robert L. Young
Independent Chair of the Board for Nuveen Municipal Income Fund, Inc. (NMI) and the Nuveen closed‑end fund complex since 2025; Board member since 2017. Year of birth: 1963. Former COO and Director of J.P. Morgan Investment Management (2010–2016) and President/Principal Executive Officer of J.P. Morgan Funds (2013–2016); previously Senior Manager (Audit) at Deloitte & Touche (1985–1996). Holds a B.B.A. in Accounting from the University of Dayton; designated an “audit committee financial expert.” Oversees 217 portfolios in the fund complex; no other public company directorships disclosed in past five years.
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 retail and institutional businesses globally |
| J.P. Morgan Funds | President; Principal Executive Officer | 2013–2016 | Board agenda setting, regulatory matters, policies/procedures for Funds |
| J.P. Morgan Funds | Senior Vice President; Chief Operating Officer | 2005–2010 | Operations leadership for Funds |
| J.P. Morgan Investment Management (and affiliates) | Various officer positions | 1999–2017 | Senior leadership across fund administration/distribution |
| Deloitte & Touche LLP | Senior Manager (Audit) | 1985–1996 | Former CPA; created/led midwestern mutual fund practice |
| University of Dayton | Investment Committee, Board of Trustees | 2008–2011 | Investment oversight for university endowment committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | None disclosed (public company directorships, past five years) | — | Proxy reports “None” in other directorships field |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Not an “interested person” under 1940 Act; deemed Independent Board Member |
| Board leadership | Independent Chair of the Board (elected 2025); responsibilities include agenda coordination, presiding at Board/shareholder meetings, liaison role |
| Committee assignments | Executive Committee (Chair) ; Nominating & Governance Committee (Chair) ; Audit Committee (Member; Audit Committee Financial Expert) ; Investment Committee (Member) ; Closed-End Fund Committee (Member) |
| Attendance | Met minimum: each Board Member attended ≥75% of Board and committee meetings in the last fiscal year |
NMI Meeting Activity (last fiscal year)
| Committee | Meetings Held |
|---|---|
| Regular Board | 4 |
| Special Board | 8 |
| Executive Committee | 4 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight | 6 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2025 |
| Committee retainer – Audit (member) | $35,000 | Effective Jan 1, 2025 |
| Committee retainer – Compliance (member) | $35,000 | Effective Jan 1, 2025 |
| Committee retainer – Investment (member) | $30,000 | Effective Jan 1, 2025 |
| Committee retainer – Dividend (member) | $25,000 | Effective Jan 1, 2025 |
| Committee retainer – Nominating & Governance (member) | $25,000 | Effective Jan 1, 2025 |
| Committee retainer – Closed-End Fund (member) | $25,000 | Effective Jan 1, 2025 |
| Chair of the Board | $150,000 | Effective Jan 1, 2025 |
| Committee Chair add’l – Audit/Compliance | $35,000 | Not applicable to Young (he is N&G Chair) |
| Committee Chair add’l – Investment | $30,000 | Not applicable to Young |
| Committee Chair add’l – Dividend/N&G/Closed-End | $25,000 | Applicable: N&G Chair |
| Ad hoc meeting fee | $1,000 or $2,500 | Based on length/immediacy |
| Aggregate compensation from NMI (FY) | $304 | NMI’s allocated fund-paid amount to Young (FY ended Oct 31, 2024) |
| Total compensation from Nuveen funds (complex) | $502,381 | All Nuveen funds paid to Young |
Historical structure shifts:
- CY2023: $210,000 base + per-meeting fees; Chair +$140,000
- CY2024: $350,000 base; committee membership retainers; Chair/Co-Chair +$140,000
- CY2025: Base unchanged; higher committee retainers; Chair +$150,000
Performance Compensation
| Metric/Vehicle | Disclosed? | Details |
|---|---|---|
| Equity awards (RSUs/PSUs) | No | Compensation framework disclosed as retainers/fees; no equity awards mentioned |
| Option awards | No | Not mentioned in director compensation framework |
| Performance metrics (e.g., EBITDA, TSR) | No | Not applicable for independent fund directors |
| Deferred compensation | Yes | Plan allows deferral; credited to fund-designated accounts; lump sum or 2–20 year distributions |
| Deferred fees – NMI | $200 | Total deferred fees payable for Young (NMI) |
| Deferred fees – selected funds | AMT-Free Credit Income: $9,299; Quality Income: $9,624 | Deferred balances include assumed investment returns |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| None disclosed | — | Proxy reports no other directorships in past five years |
- Independence from adviser/parent: Board members have “never been an employee or director of TIAA or Nuveen,” reinforcing independence from the adviser complex .
Expertise & Qualifications
- Former CPA and Senior Audit Manager; mutual fund audit practice leadership at Deloitte .
- Long-tenured fund operations executive (COO/President) at J.P. Morgan Funds; deep regulatory and board processes experience .
- Designated “audit committee financial expert” under SEC rules .
- Broad oversight across 217 portfolios within the Nuveen complex .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| NMI shares owned | 0 | As of May 31, 2025 |
| NMI shares outstanding | 10,290,126 | As of June 20, 2025 |
| Ownership % (NMI) | 0% | Derived from holdings and outstanding |
| Ownership guideline | Expectation to invest ≥1 year of compensation in Nuveen funds (complex-wide) | Board governance principle (complex-wide) |
| Other Nuveen fund holdings | Credit Income: 16,131 shares; Quality Income: 32,727 shares | As of May 31, 2025 |
| Dollar range (selected funds) | Credit Income: Over $100,000; Quality Income: Over $100,000 | As of May 31, 2025 |
- Pledging/hedging: No pledging or hedging disclosures specific to Young; Section 16 compliance reported (no delinquent filings) .
Governance Assessment
- Board effectiveness: Young chairs the unitary Board and two key committees (Executive; Nominating & Governance), and serves on Audit, Investment, and Closed-End Fund committees; breadth of assignments plus “financial expert” designation supports strong governance oversight, especially audit/valuation and portfolio risk .
- Independence: Explicitly independent under the 1940 Act, with no ties to the adviser’s parent (TIAA/Nuveen) .
- Attendance/engagement: Met ≥75% participation threshold; committee cadence is robust (e.g., NMI: 14 Audit, 10 Dividend meetings in last FY), indicating active oversight .
- Compensation structure signals: Shift in 2024–2025 towards higher guaranteed retainers and increased committee chair/member retainers (Chair fee increased to $150k) while per‑meeting fees deemphasized—reduces variable pay and may lessen “pay-for-effort” sensitivity; neutral to mildly negative alignment signal for some investors .
- Ownership alignment: No NMI holdings; holds meaningful positions in other Nuveen funds (Credit Income, Quality Income) and can defer compensation into fund-designated accounts—alignment with complex, though lack of NMI position could be viewed as a minor alignment gap for NMI‑specific investors .
- Conflicts/related parties: No related‑party transactions disclosed for Young; table of adviser‑affiliated holdings references another director (Kenny), not Young—low conflict risk identified .
- Shareholder vote signals: No Item 5.07 8‑K found in 2024–2025 for NMI; proxy uses plurality voting and recommends FOR nominees; no say‑on‑pay applicable to closed‑end fund directors [ListDocuments: 8‑K 5.07 not found].
RED FLAGS
- Increased guaranteed compensation and committee fee levels (2025) compared with prior structures (less variable/per‑meeting pay) .
- No NMI shareholding disclosed (0%) despite complex-wide ownership expectation; however, holdings exist in other Nuveen funds .
Confidence Builders
- Independent Chair; audit committee financial expert; strong committee coverage across valuation, compliance, investment risk, and closed‑end market dynamics .
- Documented attendance compliance and active meeting cadence .
- Section 16 filing compliance; no delinquent reports .