Robert L. Young
About Robert L. Young
Independent Chair of the Board and Independent Director of Nuveen AMT‑Free Municipal Credit Income Fund (NVG); year of birth 1963; joined the Nuveen funds’ unitary board in 2017 and was elected Independent Chair in 2025. Former Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (2010–2016); President and Principal Executive Officer, J.P. Morgan Funds (2013–2016); Senior Vice President and COO, J.P. Morgan Funds (2005–2010); previously Senior Manager (Audit) at Deloitte & Touche LLP, and a former CPA; BBA in Accounting from the University of Dayton; oversees 217 portfolios across the Fund Complex; no other public company directorships in the 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 . |
| J.P. Morgan Funds | President and Principal Executive Officer | 2013–2016 | Direct engagement with fund boards, agendas, regulatory matters, policies and procedures . |
| J.P. Morgan Funds | Senior Vice President and Chief Operating Officer | 2005–2010 | Co-led support activities across global investment management businesses . |
| Deloitte & Touche LLP | Senior Manager (Audit) | 1985–1996 | Led firm’s midwestern mutual fund practice; former CPA . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Dayton | Investment Committee of Board of Trustees | 2008–2011 | Governance experience in endowment oversight . |
| Other Public Company Boards (past 5 years) | — | — | None . |
Board Governance
- Independence: Classified as an Independent Board Member; never employed by TIAA or Nuveen; currently serves as Independent Chair across the unitary board .
- Chair responsibilities: Coordinates agendas, presides over board/shareholder meetings, liaison with board members and management .
- Committee assignments and roles:
- Executive Committee: Chair (members Young, Kenny, Nelson, Toth) .
- Nominating & Governance Committee: Chair (full complement of independent members) .
- Audit Committee: Member; designated an “audit committee financial expert” .
- Investment Committee: Member (co-chairs Boateng, Lancellotta) .
- Closed‑End Fund Committee: Member (Chair Moschner) .
- Dividend Committee: Not listed as a member (Chair Thornton) .
- Compliance, Risk Management & Regulatory Oversight Committee: Not listed as a member (Chair Wolff) .
- Attendance: Met the ≥75% attendance threshold for board and committee meetings in the last fiscal year .
- Election/tenure: Serving as Class I or III Board Member; nominee for term expiring at the 2028 annual meeting; board service since 2017; Chair since 2025 .
Fixed Compensation
| Component | Amount | Effective Date/Period | Notes |
|---|---|---|---|
| Annual Board Retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2025 | Flat cash retainer . |
| Board Chair Additional Retainer | $150,000 | Effective Jan 1, 2025 | Paid to the Independent Chair . |
| Audit Committee Membership Retainer | $35,000 | Effective Jan 1, 2025 | Annual per member . |
| Compliance, Risk Mgmt & Regulatory Oversight Committee Membership Retainer | $35,000 | Effective Jan 1, 2025 | Annual per member . |
| Investment Committee Membership Retainer | $30,000 | Effective Jan 1, 2025 | Annual per member . |
| Dividend Committee Membership Retainer | $25,000 | Effective Jan 1, 2025 | Annual per member . |
| Nominating & Governance Committee Membership Retainer | $25,000 | Effective Jan 1, 2025 | Annual per member . |
| Closed‑End Fund Committee Membership Retainer | $25,000 | Effective Jan 1, 2025 | Annual per member . |
| Ad hoc Board/Committee meeting fees | $1,000 or $2,500 per meeting | Effective Jan 1, 2025 | Based on meeting length/immediacy . |
| Special assignment committee fees | Chair: from $1,250 per quarter; Members: from $5,000 per quarter | Effective Jan 1, 2025 | As established . |
| Total compensation from Nuveen funds (Robert L. Young) | $502,381 | Latest reported totals in proxy | Aggregate across funds . |
| NVG (Fund‑level aggregate compensation paid to Young) | $14,117 | FY ended Oct 31, 2024 | NVG-specific . |
- Deferred Compensation: Directors may elect to defer fees with notional investment in Nuveen funds; Robert L. Young’s deferred amounts include $9,299 from NVG for FY 2024 among other fund deferrals .
Performance Compensation
| Metric/Mechanism | Disclosure | Notes |
|---|---|---|
| Performance‑based bonuses | None disclosed | Director compensation is structured as retainers/fees; no performance metrics tied to director pay in the proxy . |
| Equity awards (RSUs/PSUs/Options) | None disclosed | No stock or option awards to directors; funds have a deferred fee plan only . |
| Clawbacks/COC/Severance | None disclosed | Not applicable for independent fund directors . |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Public company boards (past 5 years) | None | — | No interlocks disclosed . |
| TIAA/Nuveen affiliations | None (director is independent) | — | Not an “interested person”; independence affirmed . |
Expertise & Qualifications
- Deep fund governance and operations experience from senior leadership roles at J.P. Morgan’s asset management organizations (COO; President/PEO of mutual funds) .
- Accounting and audit background; former CPA; designated “audit committee financial expert” by the Nuveen funds’ board .
- Prior endowment governance via University of Dayton’s Board of Trustees Investment Committee .
Equity Ownership
| Fund | Dollar Range of Equity Securities | Shares Beneficially Owned | Ownership as % of Shares Outstanding |
|---|---|---|---|
| NVG (AMT‑Free Municipal Credit Income) | $0 | 0 | <1% (director-level standard across funds) . |
| NZF (Nuveen Municipal Credit Income Fund) | Over $100,000 | 16,131 | <1% . |
| NAD (Nuveen Quality Municipal Income Fund) | Over $100,000 | 32,727 | <1% . |
| Fund Complex (aggregate across Nuveen funds overseen) | Over $100,000 | — | Each individual fund holding <1%; board/officers as a group <1% per fund . |
- Ownership guideline: Board members are expected to invest at least the equivalent of one year of compensation in Nuveen funds (directly or deferred); exact compliance amounts are not disclosed at the individual level; Young’s aggregate fund complex ownership is “Over $100,000” .
Governance Assessment
- Strengths:
- Independent Chair role elevates board autonomy and agenda-setting; strong committee footprint including Executive (Chair), Nominating & Governance (Chair), Audit (member, financial expert), Investment, and Closed‑End Fund Committee .
- Attendance meets ≥75% threshold; unitary board structure supports consistency and leverage of oversight across 217 portfolios .
- Extensive operating experience in asset management and fund governance; audit/accounting expertise lowers financial reporting risk .
- Potential concerns:
- Alignment to NVG specifically: no disclosed NVG share ownership; alignment exists via significant holdings in other Nuveen municipal funds, but NVG-specific exposure is zero, which some investors may view as a weaker “skin‑in‑the‑game” signal for this single fund .
- No performance‑conditioned pay for directors; compensation is fixed retainers and fees; while typical for funds, it offers limited direct pay‑for‑performance linkage .
- Red flags observed: None disclosed regarding related‑party transactions, pledging/hedging, tax gross‑ups, option repricing, or Section 16 compliance lapses; proxy states compliance with Section 16(a) filing requirements for the last fiscal year .
Overall, Young’s independence, chair leadership, and financial oversight credentials support board effectiveness for NVG within Nuveen’s unitary governance model, though zero NVG shareholding may be noted by investors focused on fund‑specific alignment .