Robert L. Young

About Robert L. Young

Independent Chair of the Nuveen closed‑end funds’ unitary board and independent director of Nuveen Municipal Credit Income Fund (NZF). Born 1963; board service since 2017 and elected independent Chair effective 2025, with more than 30 years in investment management, including senior operating roles at J.P. Morgan and prior public accounting experience as a CPA. Not designated an “interested person” under the 1940 Act and thus deemed independent; also identified as an Audit Committee Financial Expert. Length of service: Board Member since 2017; Chair since 2025 .

Past Roles

External Roles

Board Governance

• Independence: All nominees and continuing members, including Young, are not “interested persons” (Independent Board Members). Young serves as Independent Chair elected by the Board to enhance independence and effectiveness .
• Unitary board: Serves across Nuveen closed‑end funds; leverages common policies and service providers for consistency and oversight .
• Committee assignments (NZF-focused) and roles:
  • Executive Committee – Chair (acts between regular meetings) .
  • Nominating & Governance Committee – Chair (board refreshment, governance processes, compensation review for directors) .
  • Audit Committee – Member; designated Audit Committee Financial Expert .
  • Investment Committee – Member .
  • Closed‑End Fund Committee – Member .
  • Dividend Committee – Not listed as member .
  • Compliance, Risk Management & Regulatory Oversight Committee – Not listed as member .
• Attendance and engagement:
  • Meetings held in last fiscal year (NZF): Board regular 4; special 8; Executive 4; Dividend 10; Compliance 6; Audit 14; Nominating & Governance 5; Investment 4; Closed‑End 4. Each Board Member attended ≥75% of meetings of the Board and their committees during the last fiscal year .

Committee Assignments (Detail)

Fixed Compensation

• 2025 director compensation structure (effective Jan 1, 2025):
  • Annual retainer: $350,000 per Independent Board Member .
  • Committee membership retainers: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End $25,000 .
  • Committee chair retainers: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End $25,000 .
  • Board Chair: $150,000 annual chair fee .
  • Ad hoc meetings: $1,000 or $2,500 based on length/immediacy; special assignment committees have quarterly fees (Chair from $1,250; members from $5,000) .

• Deferred compensation program: Directors may elect to defer board fees; deferrals track selected Nuveen funds’ returns. NZF shows deferred fees payable for Young of $8,163 (FY 2024) and $7,878 (FY 2025) .

Performance Compensation

• No performance-based equity or cash metrics for directors; pay is fixed retainers, committee fees, meeting fees; Nuveen funds do not grant options/RSUs/PSUs to independent directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and governance expertise: Former COO and fund president at J.P. Morgan; prior Deloitte audit senior manager; designated Audit Committee Financial Expert .
• Education/credentials: B.B.A. in Accounting (University of Dayton); former CPA .
• Board leadership: Independent Chair overseeing agenda-setting, culture, liaison with management and counsel .

Equity Ownership

• Board ownership guideline: Each director expected to invest at least one year’s compensation in the fund complex (directly or deferred) to align interests .
• Beneficial ownership (as of May 31, 2025):
  • NZF (Credit Income): Over $100,000; 16,131 shares; <1% of outstanding .
  • Other Nuveen closed‑end funds: Over $100,000 in Quality Income; 32,727 shares; <1% of outstanding .
• Prior year comparison (as of May 31, 2024): NZF holdings reported as $0; Quality Income 15,750 shares (increased substantially by 2025), indicating rising alignment year over year .

• Pledging/hedging: No pledging or hedging of fund shares disclosed; each Board Member’s individual ownership in each fund is less than 1% .

Governance Assessment

• Strengths:
  • Independent Chair with deep operating and governance experience; clear separation from management and no “interested person” ties .
  • Robust committee engagement (Chair of Executive and Nominating & Governance; Audit member and financial expert), supporting strong oversight of financial reporting, valuation, performance, and governance .
  • Attendance and engagement: Meets the ≥75% attendance threshold; high committee activity (e.g., 14 Audit meetings at NZF in last FY) .
  • Alignment: Director ownership guideline plus disclosed personal stakes in NZF and other Nuveen funds; option to defer fees into fund-equivalent accounts .
• Risks/Red flags:
  • None apparent in related‑party transactions specific to Young; no Section 16(a) delinquencies for directors/officers in the latest year. No other public board interlocks creating obvious conflicts .
  • Compensation is entirely fixed/fee-based (typical for funds) and not performance-linked; while standard for regulated funds, investors should rely on board processes (discount/premium oversight, leverage policy, distribution policy) rather than incentive alignment through pay design .

Bottom line: Young’s independent leadership, audit expertise, and broad committee roles support board effectiveness at NZF. Ownership disclosures and deferred compensation options modestly reinforce alignment, while absence of related‑party issues or attendance concerns bolsters investor confidence .