Rachael Zufall
About Rachael Zufall
Rachael Zufall (year of birth: 1973) serves as Vice President and Assistant Secretary of Nuveen S&P 500 Dynamic Overwrite Fund (SPXX). She is a Managing Director and Associate General Counsel across Nuveen/TIAA fund complexes, including TIAA-CREF Funds, TIAA-CREF Life Funds, CREF, and TIAA Separate Account VA‑1; she has served as an officer in the Nuveen closed-end fund complex since 2022 and is based in Charlotte, NC . Officers of the Funds receive no compensation from the Funds; the CCO’s compensation is paid by the Adviser (Nuveen Fund Advisors), with only a portion of incentive compensation reimbursed by the Funds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuveen Fund Advisors, LLC | Managing Director; Assistant Secretary | Not disclosed | Legal and governance oversight for Nuveen closed-end funds; fund officer responsibilities |
| Nuveen, LLC / TIAA | Managing Director | Not disclosed | Corporate legal leadership across Nuveen/TIAA complex |
| Teachers Advisors, LLC | Managing Director; Associate General Counsel; Assistant Secretary | Not disclosed | Legal counsel; regulatory filings for advisors and fund complexes |
| TIAA‑CREF Investment Management, LLC | Managing Director; Associate General Counsel; Assistant Secretary | Not disclosed | Legal and compliance for investment management entities |
| TIAA‑CREF Funds | Managing Director; Associate General Counsel; Assistant Secretary | Not disclosed | Officer of open‑end fund complex; legal opinions and transaction documentation |
| TIAA‑CREF Life Funds | Managing Director; Associate General Counsel; Assistant Secretary | Not disclosed | Fund governance and legal execution |
| College Retirement Equities Fund (CREF) | Managing Director; Associate General Counsel; Assistant Secretary | Not disclosed | Fund governance and legal execution |
| TIAA Separate Account VA‑1 | Managing Director; Associate General Counsel; Assistant Secretary | Not disclosed | Fund governance and legal execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TIAA‑CREF Funds | Assistant Secretary; signatory | Not disclosed | Executed legal opinions and consents for registration (e.g., N‑14), supporting reorganizations and offering documents |
| TIAA‑CREF Funds / Nuveen Funds | Assistant Secretary; signatory | Not disclosed | Party representative on Rule 12d1‑4 “funds of funds” agreements, facilitating cross‑complex investments |
| Nuveen Closed‑End Funds | Listed officer across multiple fund N‑2/N‑2A filings | Not disclosed | Officer of record enabling regulatory filings and execution across the closed‑end complex (including SPXX) |
Fixed Compensation
| Component | FY 2024 | FY 2023 | Notes |
|---|---|---|---|
| Fund officer cash compensation from SPXX | None | None | “The Funds have no employees. The officers of the Funds serve without any compensation from the Funds.” |
| CCO compensation (structure reference) | Paid by Adviser | Paid by Adviser | Funds reimburse allocable portion of Adviser’s cost of CCO incentive compensation |
Performance Compensation
Not disclosed for fund officers; officers do not receive compensation from the Funds .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Officers’ and Board Members’ beneficial ownership (group) | Less than 1% of outstanding shares (as of Feb 18, 2025) | SPXX had 17,960,021 common shares outstanding; the Board Members and executive officers as a group beneficially owned less than 1% |
| Individual ownership (Rachael Zufall) | Not disclosed | Proxy provides group ownership including officers but does not break out individual officer holdings |
| Shares pledged as collateral | Not disclosed | No pledging disclosure for officers in the proxy |
| Stock ownership guidelines for officers | Not disclosed | Board Members maintain investment expectations; no officer ownership guideline disclosed |
Employment Terms
| Term | Detail | Citation |
|---|---|---|
| Title | Vice President and Assistant Secretary | |
| Location | 8500 Andrew Carnegie Blvd, Charlotte, NC 28262 | |
| Term length | Indefinite; officers elected by the Board annually to serve until successors are elected and qualified | |
| Start in current officer role | Since 2022 (Nuveen fund complex officer) | |
| Severance / Change‑of‑control | Not disclosed | (No officer severance/COC terms in proxy) |
| Clawbacks / Non‑compete / Non‑solicit | Not disclosed | (No officer employment contract terms in proxy) |
| Section 16(a) compliance | Funds believe Board Members and officers complied with all applicable Section 16(a) filing requirements during last fiscal year |
Investment Implications
- Compensation alignment and pay‑for‑performance cannot be assessed: fund officers do not receive compensation from the Funds, and no bonus/PSU/RSU structures are disclosed at the fund level .
- Insider selling pressure and trading signals appear limited: beneficial ownership by Board Members and executive officers as a group is <1%, with no individual officer Form 4 detail provided in the proxy .
- Retention and execution risk related to Rachael Zufall is low from the Fund’s perspective: her role is legal/governance and term is indefinite, with annual election by the Board and service since 2022; no severance/COC economics or pledging red flags disclosed .
- Without disclosed performance metrics tied to officer pay, say‑on‑pay dynamics and peer benchmarking are not applicable to SPXX’s fund officers; governance oversight is driven by the Board’s committee structure and independent composition rather than officer incentive plans .