Albin F. Moschner
About Albin F. Moschner
Independent Board Member of Nuveen S&P 500 Dynamic Overwrite Fund (SPXX); Class III term through the 2027 annual meeting; serving on Nuveen fund boards since 2016 . Founder and CEO of Northcroft Partners, LLC since 2012; prior senior operating roles at Leap Wireless (CMO, COO; consultant), Verizon Card Services (President), One Point Communications (President), and Zenith Electronics (CEO/President) . Born 1952; B.E. in Electrical Engineering (City College of New York, 1974) and M.S. in Electrical Engineering (Syracuse University, 1979) . Designated audit committee financial expert; independent of TIAA/Nuveen; chairs the Closed-End Fund Committee, reflecting deep governance and investment oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zenith Electronics Corporation | Director, President & CEO; previously Director, President & COO | CEO 1995–1996; COO 1994–1995; executive roles 1991–1996 | Led consumer electronics operations and turnaround efforts |
| Diba, Incorporated | Vice Chairman of the Board | 1996–1997 | Oversight of internet technology provider strategy |
| One Point Communications | President, One Point Services | 1999–2000 | Led telecom services business operations |
| Verizon Communications (Card Services) | President | 2000–2003 | Ran credit card services division within telecom conglomerate |
| Leap Wireless International | Chief Marketing Officer; Chief Operating Officer; Consultant | CMO 2004–2008; COO 2008–2011; Consultant 2011–2012 | Operational leadership in consumer wireless; strategic consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northcroft Partners, LLC | Founder & CEO | 2012–present | Management consulting focused on operational and governance solutions |
| USA Technologies, Inc. | Chairman; Director | Chairman 2019; Director 2012–2019 | Electronic payments enablement; board leadership transition |
| Wintrust Financial Corporation | Director | 1996–2016 | Regional banking oversight; long-tenured board service |
| Kellogg School of Management Advisory Board | Advisory Board; Emeritus | Advisory Board 1995–2018; Emeritus since 2018 | Academic advisory; governance insight |
| Archdiocese of Chicago Financial Council | Advisory Board; Emeritus | 2012–2018; Emeritus since 2018 | Financial oversight for non-profit institution |
Board Governance
- Committee assignments: Audit Committee member (designated “audit committee financial expert”); Compliance, Risk Management & Regulatory Oversight Committee member; Nominating & Governance Committee member; Investment Committee member; Chair of the Closed-End Fund Committee .
- Independence: All nominees are “Independent Board Members” and have never been employees/directors of TIAA or Nuveen or affiliates .
- Term and tenure: SPXX is a fund without preferred shares; Moschner serves as a Class III Board Member with term expiring at the 2027 annual meeting; he has served on Nuveen fund boards since 2016 .
- Attendance: Each Board Member attended 75%+ of Board and committee meetings during the last fiscal year; SPXX held 5 regular Board meetings, 9 special Board meetings, and 14 Audit Committee meetings, among other committee activity .
- Board leadership: Independent Chair of the Board is Robert L. Young, who coordinates agendas and presides over meetings, reinforcing independent oversight .
Fixed Compensation
| Component | Amount (USD) | Effective Date | Notes |
|---|---|---|---|
| Annual Board retainer (Independent Board Members) | $350,000 | Jan 1, 2024 | Base annual cash retainer |
| Audit Committee membership retainer | $30,000 → $35,000 | 2024 → Jan 1, 2025 | Applies per committee membership |
| Compliance Committee membership retainer | $30,000 → $35,000 | 2024 → Jan 1, 2025 | Applies per committee membership |
| Investment Committee membership retainer | $20,000 → $30,000 | 2024 → Jan 1, 2025 | Applies per committee membership |
| Dividend, Nominating, Closed-End membership retainer | $20,000 → $25,000 | 2024 → Jan 1, 2025 | Applies per committee membership |
| Board Chair additional retainer | $140,000 → $150,000 | 2024 → Jan 1, 2025 | Not applicable to Moschner (Young is Chair) |
| Committee Chair additional retainers (Audit/Compliance) | $30,000 → $35,000 | 2024 → Jan 1, 2025 | Committee chair fee |
| Committee Chair additional retainer (Investment) | $20,000 → $30,000 | 2024 → Jan 1, 2025 | Committee chair fee |
| Committee Chair additional retainer (Dividend/Nominating/Closed-End) | $20,000 → $25,000 | 2024 → Jan 1, 2025 | Moschner chairs Closed-End Fund Committee |
| Ad hoc meeting fees | $1,000 or $2,500 per meeting | As incurred | Based on length and immediacy |
| Special assignment committees | Chair/co-chair quarterly fee from $1,250; members from $5,000 | As incurred | Project-based fees |
| Fund-Level Aggregate Compensation (last fiscal year) | Amount (USD) |
|---|---|
| SPXX (S&P 500 Dynamic Overwrite) | $869 |
| Total compensation from funds in the Fund Complex paid to Moschner | $481,250 |
- Deferred compensation plan exists for certain participating funds; Moschner shows no deferred amounts in the deferred compensation table for SPXX and other funds (entries blank/none) .
Performance Compensation
| Metric | Status | Citation |
|---|---|---|
| Bonus (annual/target/actual) | Not disclosed in proxy for Independent Board Members | |
| Stock awards (RSUs/PSUs) | Not disclosed; compensation described as cash retainers/fees | |
| Stock options (strike/vesting) | Not disclosed | |
| Performance metrics (revenue/EBITDA/TSR/ESG) tied to pay | Not disclosed | |
| Clawback provisions | Not disclosed | |
| Change-in-control/severance | Not disclosed | |
| Pension/SERP | Funds do not have retirement or pension plans | |
| Deferred compensation election (SPXX) | None shown for Moschner in table |
- The proxy details board retainers and committee fees and does not describe any performance-based or equity-linked compensation for Independent Board Members .
Other Directorships & Interlocks
| Company/Institution | Role | Tenure | Potential Conflict/Interlock Notes |
|---|---|---|---|
| USA Technologies, Inc. | Director; Chairman in 2019 | 2012–2019 | Payments technology; not identified as related party in proxy |
| Wintrust Financial Corporation | Director | 1996–2016 | Regional bank; not identified as related party in proxy |
| Kellogg School of Management (Advisory Board) | Advisory Board; Emeritus | 1995–2018; Emeritus since 2018 | Academic advisory role |
| Archdiocese of Chicago Financial Council | Advisory Board; Emeritus | 2012–2018; Emeritus since 2018 | Non-profit financial oversight |
- Proxy’s related-party disclosure table lists holdings for a different trustee (Thomas J. Kenny) in entities under common control with the Adviser; no such related-party holdings are listed for Moschner .
Expertise & Qualifications
- Technical and operating expertise: senior roles across telecom/wireless and consumer electronics; founder-CEO consulting experience .
- Financial oversight: designated “audit committee financial expert” per SEC rules; serves on Audit Committee .
- Governance: Independent of TIAA/Nuveen; broad committee service including Compliance, Nominating & Governance, Investment; chairs Closed-End Fund Committee overseeing discounts, leverage, distributions, and market dynamics for Nuveen closed-end funds .
- Education: B.E. (City College of New York, 1974); M.S. (Syracuse University, 1979) .
Equity Ownership
| Fund | Shares Owned by Moschner | % of Outstanding Shares |
|---|---|---|
| SPXX (S&P 500 Dynamic Overwrite) | 0 | Each Board Member individually owned <1% of any Fund; group <1% |
| JFR (Nuveen Floating Rate Income Fund) | 34,519 | <1% per Board Member disclosure |
| JRS (Nuveen Real Estate Income Fund) | 1,017 | <1% per Board Member disclosure |
- Board guideline: each Independent Board Member is expected to invest at least the equivalent of one year of compensation in funds within the Nuveen Fund Complex (directly or on a deferred basis) to align interests with shareholders .
- As of February 18, 2025, individual beneficial shareholdings for each Board Member constituted less than 1% of outstanding shares of each Fund .
Governance Assessment
- Strengths: Long-tenured independent trustee (since 2016) with deep operating background; designated audit committee financial expert; broad committee engagement and chair of Closed-End Fund Committee—key for SPXX given discount/leverage/distribution oversight . Attendance threshold met (≥75%) across Board/committee meetings; active governance cadence at SPXX (e.g., 14 Audit Committee meetings in last fiscal year) .
- Independence and conflicts: Proxy affirms independence from TIAA/Nuveen; no delinquent Section 16 filings; no related-party transactions disclosed for Moschner in the Adviser’s affiliates table .
- Alignment considerations: No SPXX share ownership (0 shares) may be viewed as a fund-specific alignment gap, although board policy expects investment across the broader Nuveen fund complex rather than each fund individually .
- Compensation structure: Fully cash-based retainers and committee fees; no performance-based pay or equity awards disclosed for Independent Board Members—reduces pay-for-performance signaling but aligns with fund governance norms; Moschner’s total compensation from the fund complex was $481,250, with $869 allocated by SPXX in the last fiscal year .
RED FLAGS: No SPXX share ownership (0 shares) may signal limited “skin-in-the-game” specific to SPXX, despite broader complex investment expectations .