Brett E. Black
About Brett E. Black
Brett E. Black (born 1972) serves as Vice President and Chief Compliance Officer (CCO) of Nuveen S&P 500 Dynamic Overwrite Fund (SPXX); his term is indefinite and he has served since 2022. He is Managing Director and CCO at Nuveen; previously he was Vice President (2014–2022), Chief Compliance Officer and Anti-Money Laundering Compliance Officer (2017–2022) of BMO Funds, Inc. . Fund officers receive no compensation from the Funds, and the CCO’s compensation—comprised of base salary and incentive—is paid by the Adviser (Nuveen Fund Advisors, LLC) with Board review; the Funds reimburse the Adviser for an allocable portion of the CCO’s incentive compensation . The proxy does not disclose any performance metrics (e.g., TSR, revenue or EBITDA growth) tied to Mr. Black’s compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BMO Funds, Inc. | Vice President; Chief Compliance Officer; Anti-Money Laundering Compliance Officer | 2014–2022 (VP); 2017–2022 (CCO/AMLCO) | Led fund compliance and AML programs across a multi-fund complex; operational risk mitigation and regulatory oversight |
Fixed Compensation
| Element | Amount/Terms | Payer | Notes |
|---|---|---|---|
| Officer compensation from SPXX | $0 (officers receive no compensation from the Funds) | N/A | Officers serve without Fund-paid compensation |
| CCO compensation (Nuveen) | Base salary + incentive (amounts not disclosed) | Nuveen Fund Advisors, LLC | Paid by Adviser; Board provides review and input |
| CCO incentive reimbursement | Allocable portion reimbursed by the Funds | SPXX and other Nuveen Funds | Funds reimburse Adviser for allocable portion of CCO incentive compensation |
Performance Compensation
No performance metric design, weighting or payout details are disclosed for Mr. Black (as an officer, his compensation is paid by the Adviser and not detailed in the Fund’s proxy) .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Total beneficial ownership (Board members and executive officers as a group) | Less than 1% of outstanding shares of each Fund as of Feb 18, 2025 |
| SPXX shares outstanding (context) | 17,960,021 Common Shares as of record date Feb 18, 2025 |
| Individual officer holdings (Mr. Black) | Not individually disclosed in the proxy; only group totals provided |
| Vested vs. unvested shares; options | Not disclosed |
| Shares pledged as collateral | Not disclosed |
| Stock ownership guidelines (officers) | Not disclosed; Board members are expected to invest at least one year of compensation in the Fund Complex |
| Section 16 compliance | The Funds report Board Members and officers complied with all applicable Section 16(a) filing requirements during the last fiscal year |
Employment Terms
| Term | Detail |
|---|---|
| Title/Role | Vice President and Chief Compliance Officer (Fund Officer) |
| Term of Office | Indefinite; officers elected annually by the Board to serve until successors are elected and qualified |
| Employer/Compensation Source | Employee of Nuveen; compensation paid by Adviser with Board review |
| Severance, change-of-control, vesting acceleration, clawbacks, non-compete | Not disclosed in SPXX filings; Fund has no employees and officer compensation/contracts are not detailed in the proxy |
| Governance interface | CCO meets privately with the Compliance, Risk Management and Regulatory Oversight Committee quarterly and provides an annual compliance report to the full Board |
Investment Implications
- Pay-for-performance visibility is low: As a Fund officer with compensation paid by the Adviser and undisclosed performance metrics, Mr. Black’s pay is not directly tied to SPXX’s TSR or operating metrics, reducing compensation-alignment signal value for shareholders .
- Insider selling pressure signal limited: Individual officer share ownership and vesting schedules are not disclosed; only a group ownership level (<1%) is reported, constraining analysis of potential selling pressure or alignment via personal holdings .
- Retention risk appears moderate: Indefinite term as an officer (elected annually) and established CCO reporting cadence to the Compliance Committee suggest continuity; however, absence of disclosed employment agreements, severance, or change-of-control terms limits assessment of retention economics .
- Governance oversight strong on compliance: Regular Board committee interactions with the CCO (quarterly and annual reporting) and stated Section 16 compliance suggest robust regulatory and governance processes, which may mitigate operational and compliance risks at the Fund level .