Joseph A. Boateng

About Joseph A. Boateng

Independent Board Member of Nuveen S&P 500 Dynamic Overwrite Fund (SPXX); appointed to the Nuveen Funds boards effective May 15, 2024 and serving as a Class II trustee with a term expiring at the 2026 annual meeting . Born 1963; Chief Investment Officer at Casey Family Programs since 2007; previously Director of U.S. Pension Plans at Johnson & Johnson (2002–2006); B.S. University of Ghana and M.B.A. UCLA . The board classifies him as an Independent Board Member (not an “interested person” under the 1940 Act) .

Past Roles

External Roles

Board Governance

• Committee assignments at SPXX:
  • Audit Committee Member .
  • Nominating & Governance Committee Member .
  • Investment Committee Co-Chair (with Amy B.R. Lancellotta) .
• Not a member of Executive, Compliance, Dividend, or Closed-End Fund Committees (per committee rosters) .
• Independence: All Nuveen Funds trustees, including Boateng, are deemed Independent Board Members (never employees/directors of TIAA/Nuveen) .
• Appointment and term: Appointed May 15, 2024; Class II term to 2026 annual meeting (SPXX included) .
• Attendance: Each Board Member attended ≥75% of Board and committee meetings for which they were members during last fiscal year .

Fixed Compensation

• Structure (effective Jan 1, 2024; updated Jan 1, 2025):
  • Annual retainer: $350,000 .
  • Committee membership annual retainers: Audit $30,000 → $35,000 (2025); Compliance $30,000 → $35,000 (2025); Investment $20,000 → $30,000 (2025); Dividend, Nominating & Governance, Closed-End Funds $20,000 → $25,000 (2025) .
  • Chair/Co-Chair annual retainers: Board Chair $140,000 → $150,000 (2025); Audit/Compliance Chair $30,000 → $35,000 (2025); Investment Chair $20,000 → $30,000 (2025); Dividend/Nominating/Closed-End Chair $20,000 → $25,000 (2025) .
  • Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committees quarterly fees (Chair/Co-Chair starting at $1,250; members starting at $5,000) .
  • Deferred Compensation Plan is available; distributions mirror selected Nuveen funds’ returns .

Performance Compensation

Other Directorships & Interlocks

• Public company boards: None disclosed for Boateng in past five years .

Expertise & Qualifications

• CIO experience overseeing large, mission-driven endowment assets; prior corporate pension leadership at Johnson & Johnson .
• Advanced education: BS (University of Ghana), MBA (UCLA) .
• Deep committee experience across investment and governance; currently Co-Chair, Investment Committee for SPXX .
• Audit Committee member, but not designated SEC “audit committee financial expert” (those designated: Moschner, Nelson, Starr, Young) .

Equity Ownership

• Board guideline: Each trustee is expected to invest at least one year of compensation in Nuveen funds in the Fund Complex .
• Beneficial ownership (as of Dec 31, 2024):
  • SPXX dollar range: $0; shares owned: 0 .
  • Aggregate holdings across all registered investment companies overseen (“Family of Investment Companies”): Over $100,000 .
  • Individual ownership percentage: Each Board Member’s individual holdings in each Fund were <1% as of record date Feb 18, 2025 .

Related Party Transactions & Conflicts

• Independence affirmed: Not an “interested person” of the Funds, Nuveen, TIAA or affiliates; never an employee/director of TIAA/Nuveen .
• Consulting roles: Boateng serves as a paid consultant to Core Plus Impact, Multi-Asset Income, Multi-Market Income, Real Asset and Variable Rate Preferred & Income pursuant to consulting agreements (not applicable to SPXX) .
• Section 16 compliance: Funds reported trustees/officers and Adviser complied with applicable filing requirements; no delinquent reports noted .
• No related-party holdings or transactions disclosed for Boateng (contrast: separate table lists certain holdings for Thomas J. Kenny only) .

Risk Indicators & Red Flags

• Alignment: $0 direct holding in SPXX may be viewed as lower “skin-in-the-game” for fund-specific alignment; aggregate holdings across complex are “Over $100,000,” but guideline compliance is unclear given range disclosure .
• Committee load: Significant influence via Investment Committee Co-Chair and Audit/Nominating memberships—positive for oversight, but necessitates high engagement; attendance threshold (≥75%) met last year .
• No disclosed related-party transactions, pledging, hedging, tax gross-ups, or option repricings for trustees; Section 16 compliance reported .

Governance Assessment

• Chair, independence, and committee roles: Strong governance profile with independent status and leadership as Investment Committee Co-Chair; Audit and Nominating memberships reinforce risk, valuation, and governance oversight .
• Engagement: Met attendance thresholds amid an active meeting cadence (14 Audit; 5 Board; 9 Special) suggesting ongoing involvement in oversight .
• Alignment: Fund-complex investment guideline exists; Boateng’s SPXX-specific holding is $0, while aggregate holdings exceed $100k—disclosure ranges prevent determining guideline compliance, leaving some uncertainty on pay-for-performance alignment signals .
• Conflicts: No related-party transactions disclosed and independence affirmed; consulting roles at other Nuveen funds are disclosed and ring-fenced from SPXX .

Overall: Boateng brings institutional CIO expertise and governance depth, with meaningful committee responsibilities at SPXX. Investors may monitor fund-specific ownership alignment and continued attendance/engagement given the breadth of committee obligations .