Rachael Zufall
About Rachael Zufall
Rachael Zufall serves as Vice President and Assistant Secretary of Nuveen Municipal Credit Income Fund (NZF), with an indefinite term and service since 2022; she was born in 1973 and is based in Charlotte, NC . Her primary responsibilities span legal, governance and fund administration across Nuveen/TIAA fund complexes, including Managing Director and Associate General Counsel roles at Nuveen Fund Advisors, LLC, Teachers Advisors, LLC, TIAA-CREF Investment Management, LLC, and affiliated registered funds . Officers of the Funds receive no compensation from the Funds; compensation for the Chief Compliance Officer is paid by the Adviser with Board input, and no individual performance metrics or pay disclosures exist for fund officers in NZF proxies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuveen Fund Advisors, LLC | Managing Director and Assistant Secretary | Past 5 years through June 20, 2025 | Legal/governance officer for registered funds; board documentation and compliance support |
| College Retirement Equities Fund (CREF) | Managing Director, Associate General Counsel and Assistant Secretary | Past 5 years through June 20, 2025 | Investment company legal oversight; documentation and compliance for CREF |
| TIAA Separate Account VA-1 | Managing Director, Associate General Counsel and Assistant Secretary | Past 5 years through June 20, 2025 | Insurance separate account governance and regulatory filings |
| TIAA‑CREF Funds and TIAA‑CREF Life Funds | Managing Director, Associate General Counsel and Assistant Secretary | Past 5 years through June 20, 2025 | Mutual fund complex legal administration and controls |
| Teachers Advisors, LLC | Managing Director, Associate General Counsel and Assistant Secretary | Past 5 years through June 20, 2025 | Adviser-level legal governance for registered products |
| TIAA‑CREF Investment Management, LLC | Managing Director, Associate General Counsel and Assistant Secretary | Past 5 years through June 20, 2025 | Adviser compliance and regulatory support |
| Nuveen, LLC and TIAA | Managing Director | Past 5 years through June 20, 2025 | Enterprise-level fund governance coordination |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TIAA‑CREF Life Funds | Agent for service | 2021–2022 reporting period | Listed agent for service in Form N‑PX filing |
| Multiple Nuveen/TIAA CEFs/ETFs | Authorized signatory (Rule 12d1‑4 agreements) | 2023 | Signatory to investment agreements among RiverNorth Funds and Nuveen CEFs |
| TIAA‑CREF Funds and related entities | Assistant Secretary/signatory | 2014 | Signatory across exemptive application 40‑APP/A and officer’s certificates |
Fixed Compensation
| Item | NZF Fund-Level Disclosure | Amount/Terms | Notes |
|---|---|---|---|
| Cash compensation from NZF | Officers receive no compensation from the Funds | $0 | NZF and related funds have no employees; officer compensation is not paid by the Funds |
| Base salary (employer-level) | Not disclosed by NZF | N/A | CCO comp paid by Adviser with Board input; officer comp not disclosed at fund level |
| Bonus/annual incentive | Not disclosed by NZF | N/A | No officer bonus disclosure at fund level |
| Perquisites/benefits | Not disclosed by NZF | N/A | No fund-level officer perquisite disclosures |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed (fund officers) | — | — | — | — | — |
- Officers serve without compensation from the Funds; no RSU/PSU/option grants or performance metric linkages are disclosed for NZF officers .
Equity Ownership & Alignment
| Holder | Fund | Shares Owned | % of Shares Outstanding | Date |
|---|---|---|---|---|
| Board Members and Officers as a Group | Nuveen Municipal Credit Income Fund (NZF / “Credit Income”) | 28,757 | Less than 1% | Beneficial ownership as of May 31, 2025; group below 1% as of June 20, 2025 |
| Rachael Zufall (individual) | NZF | Not separately disclosed | Included in group total | Officers disclosed collectively; individual officer holdings not itemized in proxy |
- Board member investment guideline (one year of compensation invested in fund complex) applies to Independent Board Members, not fund officers .
- Pledging/hedging by officers is not disclosed in NZF proxies; no red flags identified in the available documents .
Employment Terms
- Position and term: Vice President and Assistant Secretary; term is indefinite, with service as an officer since 2022 .
- Election and tenure: Officers are elected annually by the Board and serve until successors are elected and qualified .
- Contracts/Non‑compete/Severance: No employment contracts, severance, non‑compete, or change‑of‑control provisions for fund officers are disclosed in NZF proxies .
Performance & Track Record
- No individual performance metrics (TSR, revenue, EBITDA) tied to Rachael Zufall’s role are disclosed; fund officers’ compensation is not paid by NZF and no officer‑specific performance achievements are provided in the proxy .
Risk Indicators & Red Flags
- Section 16(a) compliance: As of the last fiscal year, NZF believes Board Members and officers complied with Section 16(a) filing requirements; no delinquencies noted for Rachael Zufall (a prior late Form 4 referenced in 2024 proxy pertains to David Lamb) .
- Governance stability: 8‑K Item 5.02 (Oct 13, 2023) documents Board consolidation across Nuveen/TIAA funds to improve cost efficiencies and governance; not an officer departure/appointment event for Rachael .
- No disclosures of pledging, hedging, tax gross‑ups, option repricing, or related‑party transactions involving Rachael in NZF proxies .
Compensation Peer Group & Say‑on‑Pay
- Not applicable; NZF is a closed‑end fund complex with Independent Board Member compensation disclosed separately and no say‑on‑pay framework for fund officers .
Expertise & Qualifications
- Legal and governance expertise across registered investment companies and advisers, reflected in Managing Director and Associate General Counsel roles at Nuveen/TIAA entities and Assistant Secretary capacities .
Work History & Career Trajectory
| Organization | Role | Time at Organization | Notable Notes |
|---|---|---|---|
| Nuveen/TIAA complex (multiple entities) | Managing Director; Associate General Counsel; Assistant Secretary | Past 5 years through June 20, 2025 | Multi‑entity governance and regulatory execution across CREF, VA‑1, TIAA‑CREF Funds/Life Funds, and advisers |
| TIAA‑CREF Funds (historical) | Assistant Secretary | 2014 noted in filings | Exemptive applications and officer certificates signatory |
Compensation Committee Analysis
- Not applicable; compensation oversight and disclosure in NZF proxies pertain to Independent Board Members, not officers .
Investment Implications
- Pay‑for‑performance assessment is not feasible at the officer level: NZF officers (including Rachael) receive no compensation from the Funds and have no disclosed equity awards or performance‑based incentives, limiting direct alignment analysis with fund TSR or distribution outcomes .
- Insider selling pressure appears low: individual officer holdings are not disclosed, and the group of Board Members and officers beneficially owns less than 1% of outstanding shares in each Fund, suggesting minimal officer‑level selling pressure risk .
- Retention risk looks modest: indefinite officer term with annual Board election, cross‑complex legal/governance responsibilities, and lack of disclosed severance/change‑of‑control economics at the fund level imply traditional corporate retention levers are not applicable here .
- Monitoring focus: track governance updates (e.g., future Item 5.02 8‑Ks) and proxy disclosures for any changes to officer structures, Section 16 compliance, or beneficial ownership trends; the 2023 Board consolidation did not alter officer compensation practices and emphasized efficiencies across the fund complex .