Brian J. Lockhart
About Brian J. Lockhart
Brian J. Lockhart (born 1974) serves as Vice President of Nuveen Variable Rate Preferred & Income Fund (NPFD). He is Senior Managing Director and Head of Investment Oversight at Nuveen and Senior Managing Director of Nuveen Fund Advisors, LLC; he holds the Chartered Financial Analyst (CFA) and Certified Financial Risk Manager (FRM) designations. He has served as an officer in the Nuveen fund complex since 2019, with an indefinite term under the Funds’ officer framework. The Funds have no employees and officers receive no compensation from the Funds; officer compensation is paid by the Adviser (Nuveen), and NPFD does not disclose individual officer pay or performance targets. The Fund reports that Board Members and officers complied with all applicable Section 16(a) filing requirements in the last fiscal year.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuveen (Nuveen LLC; Nuveen Fund Advisors, LLC) | Senior Managing Director; Head of Investment Oversight | Current; officer since 2019 | Leads investment oversight across Nuveen funds (fund complex oversight function) |
| Nuveen | Various positions (prior roles not itemized) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No outside directorships or external roles disclosed for Brian J. Lockhart in NPFD proxy |
Fixed Compensation
| Component | FY 2024 NPFD Amount | Notes |
|---|---|---|
| Base salary | Not disclosed | Officers receive no compensation from the Funds; compensation is paid by the Adviser (Nuveen) and not itemized for individual officers in NPFD filings |
| Target bonus % | Not disclosed | No officer incentive targets disclosed by NPFD |
| Actual bonus paid | Not disclosed | No officer bonus disclosures by NPFD |
| Perquisites | Not disclosed | NPFD does not report officer perquisites; Funds have no employees |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for officers | — | — | — | — | — |
| Note | Officer incentive structures (e.g., revenue/EBITDA/TSR-linked PSUs) are not disclosed by NPFD; officers are compensated by the Adviser, not the Fund |
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| NPFD common shares outstanding | 24,164,141 | Shares outstanding as of record date February 18, 2025 |
| NPFD preferred shares outstanding | 85,000 (TFP Series A) | Preferred shares outstanding as of record date February 18, 2025 |
| Brian J. Lockhart individual ownership in NPFD | Not individually disclosed | NPFD reports individual Board Member share counts; officers are not itemized individually. Group (Board Members and officers) holdings in NPFD shown below. |
| Board Members and officers as a group – NPFD shares | 0 | Group beneficial shareholdings in NPFD (Variable Rate Preferred & Income) were reported as 0 as of December 31, 2024 |
| Individual beneficial holdings threshold | Each individual <1% | Across Funds, each Board Member’s individual holdings are less than 1% of outstanding shares; officers not itemized individually |
| Stock ownership guidelines (governance) | Board Members expected to invest ≥ one year of compensation in Fund Complex | Governance principle applies to Independent Board Members; no officer ownership guideline disclosed |
| Pledging or hedging of NPFD shares | Not disclosed | No pledging/hedging disclosures for officers in NPFD proxy |
Employment Terms
| Term Element | Disclosure | Notes |
|---|---|---|
| Officer title | Vice President (NPFD) | Listed among Fund officers |
| Principal occupation | Senior Managing Director; Head of Investment Oversight (Nuveen) | Also Senior Managing Director of Nuveen Fund Advisors, LLC; CFA and FRM |
| Term of office | Indefinite | Officer appointments are annual; service continues until successors elected and qualified |
| Length of service | Since 2019 | Officer tenure in Nuveen fund complex |
| Employment agreement | Not disclosed | NPFD does not disclose Nuveen employment contracts for officers |
| Severance / change-in-control | Not disclosed | No severance or CIC provisions disclosed for officers by NPFD |
| Non-compete / non-solicit | Not disclosed | No restrictive covenants disclosed for officers by NPFD |
| Clawbacks / tax gross-ups | Not disclosed | No officer clawback or gross-up disclosures by NPFD |
Investment Implications
- Pay-for-performance transparency is limited: NPFD states officers receive no compensation from the Funds, and officer-level incentive metrics, targets, and payouts are not disclosed; alignment must be evaluated at the Nuveen (Adviser) level rather than within NPFD. This reduces the ability to link Brian Lockhart’s pay mix to NPFD’s shareholder outcomes based on publicly available Fund filings.
- Direct share-based alignment with NPFD appears minimal on disclosed data: Board Members and officers as a group reported 0 NPFD shares as of December 31, 2024, and individual officer holdings were not itemized; this implies low insider selling pressure tied to NPFD shares but also limited skin-in-the-game at the Fund level. Monitoring future Section 16 filings remains prudent.
- Retention risk is primarily tied to Nuveen employment terms: With no NPFD-level employment contract details, severance/CIC economics or non-compete provisions disclosed, retention and incentive dynamics hinge on Nuveen’s internal policies for the Head of Investment Oversight role rather than Fund-level structures.
- Governance and oversight context: Brian’s role (“Head of Investment Oversight”) positions him within Nuveen’s framework that interacts with Board committees overseeing performance, valuation, compliance, leverage, and discounts across Nuveen closed-end funds; material signals for execution quality will surface in Board/committee reports and shareholder fund performance reports rather than officer compensation disclosures.