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Albin F. Moschner

About Albin F. Moschner

Independent Board Member of Nuveen AMT‑Free Municipal Credit Income Fund (NVG) since 2016 (unitary board across Nuveen fund complex); year of birth 1952; B.E. in Electrical Engineering (City College of New York, 1974) and M.S. in Electrical Engineering (Syracuse University, 1979) . Founder/CEO of Northcroft Partners, LLC (management consulting) since 2012; prior C‑suite roles include COO and CMO at Leap Wireless, President of Verizon Card Services, and CEO of Zenith Electronics—bringing operating, marketing, and technology governance expertise . He is an Independent Board Member (not an “interested person” of the Funds, Nuveen, or TIAA) and, for funds with preferred shares (including NVG), is nominated for annual election by holders of preferred shares; for funds without preferred shares, he serves in a staggered class through 2027 .

Past Roles

OrganizationRoleTenureCommittees/Impact
Northcroft Partners, LLCFounder & Chief Executive Officer2012–presentManagement consulting (operational, management, governance solutions)
Leap Wireless International, Inc.COO; earlier CMO; later ConsultantCOO: 2008–2011; CMO: 2004–2008; Consultant: 2011–2012Consumer wireless operations, marketing leadership
Verizon Communications, Inc. (Verizon Card Services)President2000–2003Consumer finance/telecom integration
One Point CommunicationsPresident, One Point Services1999–2000Telecom services leadership
Zenith Electronics CorporationCEO; earlier President & COOCEO: 1995–1996; President & COO: 1994–1995Consumer electronics turnaround/operator experience
Diba, IncorporatedVice President of the Board1996–1997Internet technology provider oversight

External Roles

OrganizationRoleTenureNotes
USA Technologies, Inc.Chairman (2019); Director2012–2019Public company board; payments/IoT vending; “formerly” per proxy
Wintrust Financial CorporationDirector1996–2016Public regional bank; long board tenure
Kellogg School of Management (Advisory Board)EmeritusSince 2018 (advisory 1995–2018)Academic advisory role
Archdiocese of Chicago Financial Council (Advisory)EmeritusSince 2018 (2012–2018)Non‑profit financial oversight

Board Governance

  • Independence: Not an “interested person” of the Funds, Adviser, or their affiliates (Independent Board Member) .
  • Election/Term: For funds with Preferred Shares (including NVG), Moschner is a nominee elected annually by preferred shareholders; for funds without Preferred Shares, he is a Class II/III Board Member through the 2027 annual meeting (staggered board) .
  • Committees and Roles:
    • Closed‑End Fund Committee: Chair .
    • Compliance, Risk Management & Regulatory Oversight Committee: Member .
    • Nominating & Governance Committee: Member .
    • Investment Committee: Member (committee of all Independent Board Members; co‑chairs are Boateng and Lancellotta) .
  • Attendance: “During the last fiscal year, each Board Member attended 75% or more” of Board and relevant committee meetings .

NVG Board and Committee Meetings (FY ended Oct 31, 2024)

Meeting TypeCount
Regular Board Meetings4
Special Board Meetings8
Executive Committee Meetings4
Dividend Committee Meetings10
Compliance, Risk Mgmt & Regulatory Oversight Committee Meetings6
Audit Committee Meetings14
Nominating & Governance Committee Meetings5
Investment Committee Meetings4
Closed‑End Fund Committee Meetings4

Fixed Compensation

Independent Board Members are paid cash retainers and committee retainers (no pensions), with optional deferred compensation linked to Nuveen fund returns. Fee schedule evolved as follows :

Independent Director Fee Structure (per director; allocated across Funds)

ComponentAmount/Terms (effective Jan 1, 2025)Prior Structure (through Dec 31, 2024)
Annual Retainer$350,000 $350,000
Audit Committee (member)$35,000 $30,000
Compliance, Risk Mgmt & Regulatory Oversight (member)$35,000 $30,000
Investment Committee (member)$30,000 $20,000
Dividend, Nominating & Governance, Closed‑End Funds (member)$25,000 each $20,000 each
Board Chair additional retainer$150,000 $140,000
Committee Chair retainersAudit & Compliance $35,000; Investment $30,000; Dividend/N&G/Closed‑End $25,000 Audit & Compliance $30,000; Investment $20,000; Dividend/N&G/Closed‑End $20,000
Ad hoc meeting fees$1,000 or $2,500 depending on length/immediacy $1,000 or $2,500
Deferred Compensation PlanAvailable; deferrals track selected Nuveen funds; no pensions Available
Site visits/other (historical 2023 format)Per‑meeting/day fees including meeting/day rates and committee meeting fees (legacy schedule)

Director‑specific compensation paid (most recent disclosed periods)

Pay ItemAmount
Aggregate from NVG (FY ended Oct 31, 2024)$13,233 to Moschner
Total Compensation from Nuveen Funds (all funds overseen; latest table)$481,250 to Moschner

Performance Compensation

Director pay is not performance‑based (no stock options/PSUs); there are no retirement or pension plans. Directors may elect to defer fees into Nuveen funds; Moschner’s deferred fees for NVG were $0 in the latest table .

Performance Metrics and Equity Awards (Independent Directors)

Metric/InstrumentUsage
Bonus/TSR/revenue/EBITDA metricsNot used for Independent Board Member compensation
Stock options/RSUsNot disclosed for Independent Board Members (compensation is cash retainers/fees; optional fee deferral)
Deferred compensation election (NVG)$0 deferred by Moschner for NVG in latest period

Other Directorships & Interlocks

Company/OrganizationRolePeriodPotential Interlock Relevance
USA Technologies, Inc.Chairman (2019); Director2012–2019Not a municipal fund competitor; historical role
Wintrust Financial CorporationDirector1996–2016Banking; no disclosed NVG supplier/customer interlock
Kellogg School of Management (Advisory)Advisory Board (emeritus)2018–present (advisory 1995–2018)Academic/non‑profit
Archdiocese of Chicago Financial CouncilAdvisory (emeritus)2018–present (2012–2018)Non‑profit

All Board Members are independent of the Adviser and affiliates; no related‑party transactions involving Moschner are disclosed in the proxy .

Expertise & Qualifications

  • Telecom, consumer electronics, and services operating experience (COO/CMO/CEO roles), plus governance and regulatory exposure—aligned with oversight of complex closed‑end fund structures and leverage/derivatives risk .
  • Leads Closed‑End Fund Committee, directly engaging on discounts/premiums, leverage, distributions, and market dynamics for Nuveen closed‑end funds .
  • Engineering education (EE) with senior executive roles supports risk, technology, and operational oversight on compliance/risk and investment oversight committees .

Equity Ownership

Ownership principle: each Board Member is expected to invest at least the equivalent of one year of compensation in the Nuveen fund complex (measured across funds); individual holdings in any single fund typically <1% .

Director Beneficial Ownership (as of May 31, 2025)

FundShares OwnedDollar Range
NVG (AMT‑Free Municipal Credit Income)0$0
NMZ (Nuveen Municipal High Income Opportunity)7,136$50,000–$100,000 range shown in table by fund; aggregate below shows “Over $100,000” across complex
Aggregate across Nuveen Fund ComplexOver $100,000

Notes:

  • As of June 20, 2025, each Board Member’s holding in any fund was <1% of that fund’s outstanding shares .

Insider Trades

ScopeResult
Section 16 Form 4 filings for “Moschner” in NVG (2024‑01‑01 to 2025‑11‑20)No insider trades found via insider‑trades skill query (filing date window). The proxy states Board Members complied with all applicable Section 16(a) filing requirements in the last fiscal year .

Governance Assessment

  • Strengths

    • Independent; long‑tenured (since 2016); chairs Closed‑End Fund Committee and sits on Compliance/Risk, Investment, and Nominating & Governance—concentrated governance leverage on risk/compliance and closed‑end market issues .
    • Robust engagement: NVG held 4 regular, 8 special Board meetings and active committee calendars; all Board Members attended ≥75% of meetings .
    • Election by preferred shareholders (for funds with preferred) adds an additional accountability channel for leverage investors .
    • Independence from Nuveen/TIAA; no disclosed related‑party ties .
  • Potential Red Flags / Watch‑Items

    • Direct NVG ownership is $0; while aggregate fund complex ownership is “Over $100,000,” the coarse disclosure makes compliance with the “one‑year compensation” ownership guideline impossible to verify—monitor for future disclosure clarity (ownership principle noted in proxy) .
    • Compensation is entirely fixed/retainer‑based and committee‑based; absence of performance metrics is typical for fund boards but offers limited pay‑for‑performance alignment—continue to monitor discount management actions by Closed‑End Fund Committee under his chairmanship .
    • No insider trading activity reported in the period; maintain surveillance for alignment signals via open‑market purchases should discounts widen .

Fixed Compensation (Detail by Fund – Extract)

FundPeriodMoschner – Aggregate Compensation Paid by Fund
NVG (AMT‑Free Municipal Credit Income)FY ended Oct 31, 2024$13,233

Total compensation from all Nuveen funds paid to Moschner (latest table): $481,250 .

Performance Compensation (Metrics Table)

MetricTarget/WeightingActual OutcomePayout Impact
Company financial metrics (TSR, revenue, EBITDA, ESG, etc.)Not used for Independent Board MembersN/AN/A
Equity awards (RSUs/PSUs/options)Not used for Independent Board MembersN/AN/A
Deferred compensation election (NVG)N/A (director‑elected deferral only)$0 deferred by Moschner (NVG)N/A

Other Directorships & Interlocks (Detail)

CompanyExchange/TypeRoleOverlap/Conflict Consideration
USA Technologies, Inc.Public (historical)Director; Chairman in 2019No NVG supplier/customer link disclosed
Wintrust Financial CorporationPublic (historical)DirectorBanking; no municipal CEF interlock disclosed

Governance Notes and Controls

  • Audit Committee is independent and designates financial experts; valuation oversight is centralized; auditors changed from KPMG (FY 2024) to PwC for current fiscal year—routine governance detail, not director‑specific .
  • Unitary board structure across Nuveen funds drives scale benefits in oversight of leverage, discount/premium management, distribution policy, and risk controls; Moschner’s chair role on the Closed‑End Fund Committee positions him centrally in these actions .
  • Section 16(a) compliance: Funds report full compliance for Board Members in last fiscal year .

Overall: Strong governance presence with deep operating background and central role in closed‑end fund oversight. Key monitoring items are alignment via personal NVG ownership (currently $0) and the committee’s responsiveness to discount dynamics and leverage policies under his chairmanship .