Robert L. Young

About Robert L. Young

Independent Chair of the Board for the Nuveen closed‑end fund complex, including SPXX, and a Class I Board Member nominee serving since 2017 (Year of Birth: 1963). Former COO and Director of J.P. Morgan Investment Management and former President/Principal Executive Officer of the J.P. Morgan Funds; prior experience as a Deloitte audit Senior Manager and former CPA; B.B.A. in Accounting from the University of Dayton . All Board Members, including Young, are deemed Independent Board Members (not “interested persons” and never employees of TIAA/Nuveen) . He oversees 218 portfolios across the fund complex and is designated an “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Classification and tenure: Class I trustee for SPXX; nominee to serve until the 2028 annual meeting if elected .
• Independence: All nominees and trustees are Independent Board Members (not “interested persons”) and have never been employees of TIAA/Nuveen .
• Board leadership: Independent Chair (Young) with responsibilities for agenda setting, presiding at meetings and liaison duties; unitary board structure across Nuveen funds to enhance governance efficiency .
• Committee assignments and chair roles:
  • Executive Committee: Chair (Young), members Kenny, Nelson, Toth .
  • Nominating & Governance Committee: Chair (Young), composed entirely of Independent Board Members .
  • Audit Committee: Member (Young); designated “audit committee financial expert” .
  • Investment Committee: Member (Young) .
  • Closed‑End Fund Committee: Member (Young) .
• Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year .
• SPXX meeting counts (last fiscal year): Regular Board 5; Special Board 9; Executive 5; Dividend 10; Compliance 5; Audit 14; Nominating & Governance 5; Investment 4; Closed‑End Fund 4 .

Fixed Compensation

• Structure (Independent trustees; no salaries/bonuses/pensions):
  • Annual retainer increased to $350,000 effective Jan 1, 2024 .
  • Committee membership retainers (per committee): Audit $30k (→ $35k in 2025); Compliance/Risk $30k (→ $35k in 2025); Investment $20k (→ $30k in 2025); Dividend $20k (→ $25k in 2025); Nominating & Governance $20k (→ $25k in 2025); Closed‑End Funds $20k (→ $25k in 2025) .
  • Chair/co‑chair retainers: Board Chair $140k (→ $150k in 2025); Audit/Compliance chair $30k (→ $35k); Investment chair $20k (→ $30k); Dividend/Nominating/Closed‑End chair $20k (→ $25k) .
  • Ad hoc meetings: $1,000 or $2,500 depending on length/immediacy; special assignment committees include quarterly fees (chair from $1,250; members from $5,000) .
  • No retirement or pension plans; optional deferred compensation plan linked to Nuveen fund shares .

• Aggregate compensation paid by SPXX to Young (last fiscal year): $909 .
• Total compensation from all funds in the Fund Complex paid to Young (last fiscal year): $502,381 .

Performance Compensation

Directors are not paid performance‑based bonuses, options, or PSUs; compensation is structured as cash retainers/fees with optional deferred compensation elections; no pension benefits .

• Deferred compensation election amounts (SPXX): $592 deferred to notional Nuveen funds per the plan .

Other Directorships & Interlocks

• Other public company directorships in past five years: None reported for Young .
• Independence from adviser and affiliates: Board members (including Young) are not “interested persons” and have never been employees/directors of TIAA/Nuveen or any affiliate .

Expertise & Qualifications

• 30+ years in investment management operations and governance; former COO of J.P. Morgan Investment Management; extensive board‑fund interface experience as former J.P. Morgan Funds President/PEO .
• Audit Committee Financial Expert; former CPA; deep audit and financial reporting experience (Deloitte) .
• Governance leadership as Independent Chair; oversees agenda setting and board‑management liaison across a large unitary board complex .

Equity Ownership

• SPXX beneficial ownership: 0 shares; each Board Member’s holdings in any individual fund were <1% of that fund’s outstanding shares as of the record date .
• Aggregate Nuveen fund complex ownership: Over $100,000 (dollar range) .
• Notable specific holdings: Global High Income—dollar range “Over $100,000” and 16,475 shares .
• Ownership guideline: Board Members are expected to invest at least one year of compensation in Nuveen funds (directly or deferred) .

Insider Trades

Governance Assessment

• Positives

  • Independent Chair with audit committee financial expert designation; multi‑committee leadership (Chair of Executive; Chair of Nominating & Governance; Audit and Investment member), supporting strong oversight .
  • High engagement: ≥75% attendance; robust committee cadence (e.g., SPXX Audit 14; Nominating 5; Exec 5; Board 5 regular + 9 special), indicating active oversight .
  • Independence and low conflict profile: Not an “interested person”; no recent other public company boards; not listed among affiliate security holdings table entries, reducing interlock risks .
  • Board consolidation initiative aimed at cost efficiencies and standardized oversight across Nuveen/TIAA fund families (8‑K) .

• Watch items / potential red flags

  • Cash retainer step‑ups in 2025 (e.g., chair and committee fees increased) raise total trustee compensation; monitor net expense impact on SPXX .
  • No direct SPXX share ownership (0 shares) despite a complex‑wide ownership expectation; while guideline is fund complex‑based, lack of SPXX position can be viewed as weaker “skin‑in‑the‑game” alignment at the fund level .
  • Classified board terms can delay rapid board refresh/replacement (could extend up to two years to replace a majority) .

Director Compensation (SPXX and Complex)

Committee Map (Young)

Related‑Party/Section 16

• Section 16(a): Funds report trustees and officers complied with all applicable filing requirements in last fiscal year (no delinquencies) .
• Related‑party/affiliate holdings disclosure table does not list Young among Board Members with holdings in companies advised by affiliates (as of Sept 30, 2024) .

Election Status

• SPXX: Young is a Class I nominee for a term expiring at the 2028 annual meeting (subject to election) .