Compensation
disclosures
May 2024
Executive compensation
Compensation discussion and analysis
Trustee compensation
Compensation disclosures
Table of contents
Table of contents
Executive compensation—Compensation discussion and analysis
Human Resources Committee report ....................................................................................................................................................................................................... 1
Executive summary ...................................................................................................................................................................................................................................... 2
Total reward philosophy .............................................................................................................................................................................................................................. 5
Compensation program best practices ................................................................................................................................................................................................... 6
Components of total rewards..................................................................................................................................................................................................................... 7
Independent consultant .............................................................................................................................................................................................................................. 9
Establishing compensation levels ............................................................................................................................................................................................................. 9
Variable compensation funding ................................................................................................................................................................................................................12
Measuring performance .............................................................................................................................................................................................................................13
Performance highlights and compensation decisions for named executive officers ................................................................................................................ 17
Employment agreements ..........................................................................................................................................................................................................................25
Executive compensation—Compensation tables and supplemental information
Summary compensation table .................................................................................................................................................................................................................26
2023 grants of plan-based awards ........................................................................................................................................................................................................ 27
Outstanding plan-based awards ............................................................................................................................................................................................................ 28
Nonqualified defined contribution and other deferred compensation plans ..............................................................................................................................29
Payments and benefits triggered by termination .............................................................................................................................................................................. 30
CEO Pay Ratio Analysis ……………………………………………………………………………………………………….…………………………………………….…………………………………………….….34
TIAA Human Resources Committee processes and procedures
Human Resources Committee processes and procedures ..............................................................................................................................................................35
TIAA Board of Trustees
Independent Trustee gender and tenure demographics……………………………………………………………………………………...36
Independent Trustee compensation
Program overview ........................................................................................................................................................................................................................................ 37
Compensation tables and supplemental information ...................................................................................................................................................................... 38
Compensation disclosures 1
Executive compensation—Compensation discussion and analysis
Executive compensation—Compensation discussion and analysis
Human Resources Committee report
This Compensation Discussion and Analysis (“CD&A”) and accompanying tables describe the associate compensation program of Teachers
Insurance and Annuity Association of America (“TIAA” or the “Company”).
The CD&A has been reviewed and approved by the Human Resources Committee (the “Committee”) of the TIAA Board of Trustees (the
“Board”). The Committee has been delegated by the Board the responsibilities for guiding and overseeing the formulation and application of
compensation and other human resources policies and programs for the Company (the Committee’s charter is available on the Company’s
website, under “Governance documents”). These policies and programs are designed to enable the Company to attract, retain, motivate, and
reward associates who possess the knowledge and experience the Company needs to conduct its business. Furthermore, the Committee also
ensures that these policies and programs are designed and administered in a manner that aligns associate pay with the interests of the
Company’s individual customers and institutional clients (collectively referred to as “participants”).
Although the Company is not subject to the Securities and Exchange Commission (“SEC”) rules governing executive compensation disclosure,
the Committee voluntarily publishes this document for the benefit of the Company’s participants. This disclosure, which embodies the
principles of these rules, has been designed to provide participants with a comprehensive picture of the rationale behind the Company’s
executive compensation decisions.
For almost two decades, the Company has been providing individual participants the opportunity to provide an advisory vote and express their
views on TIAA’s compensation policies, programs, and practices. The focus of the vote is on the actual compensation decisions that were made
for the preceding performance year. Last year, participant support for management’s compensation decisions, pay-for-performance approach
to compensation, and the Company’s transparency in voluntarily disclosing this process remained consistent with past years. The Company
continues to take into consideration the annual participant advisory vote and commentary on executive compensation when making decisions
regarding executive compensation.
Respectfully submitted,
TIAA Human Resources Committee
Kim M. Sharan, Chair
Priya Abani
Jason E. Brown
James R. Chambers
Edward M. Hundert
Gina L. Loften
Ramona E. Romero
Compensation disclosures 2
Executive compensation—Compensation discussion and analysis
Executive summary
This CD&A describes the Company’s compensation program and the 2023 compensation decisions for its named executive officers (“NEOs”) -
the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), and the next three most highly compensated Executive Committee
(“EC”) members as of the end of the fiscal year:
2023 company highlights
Business Performance
TIAA maintained its superb financial strength in 2023. In recognition of its stability, claims-paying ability, and overall expense
management, the Company continued to hold the highest possible rating from three of the four leading insurance company-rating
agencies.
As financial stewards of the organization and our participants, TIAA was able to generate a record high in total value returned to
participants, which represents our guaranteed interest plus dividends. Other key metrics including Assets Under Management (“AUM”),
Risk Based Capital, and Nuveen Return on Capital produced results favorable to plan. However, due to strategic investments across the
business and challenging macroeconomic conditions, Revenue and Operating Margin were slightly below plan and prior year.
In 2023, the Retirement Solutions business:
o Generated $2.9 billion in TIAA Traditional net flows excluding benefits,
o Returned $10.9 billion in value to participants, up 12% year-over-year due to higher incremental dividends paid to participants,
o Increased our recordkeeping retention rate among Top 1,000 clients by 17% year-over-year,
o Grew TIAA’s RetirePlus assets by 67% year-over-year, reaching $30 billion and approximately 335,000+ participants,
o Improved retirement readiness for individuals through our in-plan financial consultants, delivering 44% more advice
implementations compared to prior year.
o Grew the number of participants actively contributing to the TIAA Traditional annuity by 11% year-over-year,
o Improved our “Mission Metric”, which measures the retirement readiness of our participants, to 42.6%, exceeding our year-end
goal by four percentage points.
Nuveen, the investment manager of TIAA:
o Continued to deliver strong investment performance with 79% of actively managed equity and fixed income funds rated either
four or five stars by Morningstar, and 92% of rated assets beating the five-year peer group median as of December 2023,
o Completed two key acquisitions:
Omni Holdings, making Nuveen one of the largest institutional owners and managers of affordable housing with $6.7
billion in affordable housing AUM,
Compensation disclosures 3
Executive compensation—Compensation discussion and analysis
Arcmont Asset Management, a leading European private debt investment manager, which expands Nuveen’s private
capital capabilities in Europe. The combination of Arcmont and Churchill created Nuveen Private Capital, one of the
largest global private debt managers.
o Built out infrastructure capabilities focusing on digital transition with a strategic investment in Energy Infrastructure Credit and
Snowhawk Partners,
o Accelerated distribution activities with ongoing investments in key markets and segments, such as targeting insurance clients,
which has realized $7.7 billion in sales (38% increase year-over-year) and Defined Contribution Investment Only ("DCIO")
channel with sales reaching $14 billion (51% increase year-over-year),
o Launched 23 new products including multi-asset, custom direct-indexing Separately Managed Accounts ("SMA") strategies in
partnership with Brooklyn Investment Group, Nuveen Churchill private capital income fund, and Nuveen Green Capital C-PACE
fund,
o Raised Nuveen’s brand awareness through high-profile differentiated client experiences such as “Meeting of the Minds” and
“nPOWERED” which has supported Nuveen’s climb in brand rankings globally – up 16 spots across institutional investors to #49
and the highest recorded U.S. Wealth Net Promoter Score with a brand ranking of #15.
The Wealth Management and complementary businesses:
o Completed the sale of TIAA Bank, obtaining regulatory approval on an accelerated timeframe in a tough economic environment,
closed the sale ahead of schedule, delivered on anticipated cost savings, and created and chartered a new trust bank entity to
support our Wealth Management business,
o Grew the Wealth Management business year-over-year with AUM up 5% and Revenue up 4%, which evolved the business
including the hiring of 150 advisors with a year-over-year increase in overall average sales per advisor of 19%,
o Hired and developed leadership team for sales and distribution, product, operations, and chief investment office,
o Completed wins totaling approximately $338 million in AUM with Kaspick, our planned gift and endowment management
services business,
o Secured largest win in the Education Savings team history with the Illinois Direct Sold 529 Plan, which brought in $10 billion in
AUM.
The Product and Business Development organization:
o Continued to broaden our product suite to meet client needs with an emphasis on product design simplicity, product portability,
and compelling value proposition messaging; seven new products were filed and received regulatory approval on four including
Nuveen Lifecycle Income, Target Date Collective Investment Trust, and Guaranteed Funding Agreements,
o The Secure Income Account (“SIA”) series, our newly launched in-plan lifetime income solution offering and available on both
our proprietary recordkeeping platform and third-party recordkeeping platforms, ended its first few months in market with
approximately $150 million in total assets,
o Guaranteed Funding Agreements, our strategic client offering, were launched in 2023 and ended the year with approximately
$300 million in total assets,
Compensation disclosures 4
Executive compensation—Compensation discussion and analysis
Culture and Corporate Responsibility
Guided by our values, heritage, and desire to make a positive impact on our world, TIAA and Nuveen continued to demonstrate
leadership in this space, including our commitment to reaching net zero carbon emissions in the Company’s General Account by
2050, our enterprise-wide responsible business practices and our engagement with management of companies we invest in on
behalf of our clients to influence their Environmental, Social and Governance (“ESG”) policies.
Through 2023, the TIAA General Account Impact Portfolio has deployed $4.7 billion in capital commitments, including $3.5 billion to
affordable housing and $1.2 billion to inclusive growth and resource efficiency opportunities. In 2023, TIAA added meaningfully to its
ESG-related commitments through the acquisition of Omni Holdings and the creation of a new platform for managing and developing
affordable housing properties. Additionally, we have supported the Economic Opportunity Coalition program with $100 million in
deposits in approved community service institutions.
Solidified our leadership in Responsible Investing ("RI"), outpacing all-time sales records in both third-party and affiliated channels
by 10% with record low redemption rates across the platform for existing clients. Increased client engagement by 50% while growing
Nuveen’s RI-Focused Strategy suite to approximately $80 billion in AUM.
For the tenth year in a row, TIAA was named one of the World’s Most Ethical Companies by Ethisphere – one of only six companies in
the financial services industry to win that recognition.
TIAA received several recognitions for diversity, equity, and inclusion (“DEI”), including:
o DiversityInc’s Top 50 Companies for the eleventh year in a row, ranking in the top ten for the fourth consecutive year.
o Forbes Best Employers for Women in 2022-2023 and Diversity 2018-2023.
o Seramount Hall of Fame, having been named to the Seramount list of 100 Best Companies and named a recipient of its annual
Best Companies for Multicultural Women 2021-2023.
TIAA continued to preserve strong levels of engagement and inclusion across the associate population, with index scores for each of
those measures on par with prior years and consistent with industry benchmarks. Our Business Resource Group ("BRG")
participation continues to climb, and voluntary turnover remains low relative to the industry.
Compensation disclosures 5
Executive compensation—Compensation discussion and analysis
Total rewards philosophy
Compensation and benefits programs for the Company’s associates are designed with the goal of providing remuneration that is fair,
reasonable, and competitive. The programs are intended to help the Company recruit, retain, and motivate qualified associates and align their
interests with those of the Company’s participants by linking pay to long-term growth.
These programs are designed based on the following guiding principles:
Performance
The Company believes that the best way to align compensation with the interests of its participants is to link pay directly to Company, business
area, and individual performance, with a focus on sustained long-term financial performance.
Competitiveness
Compensation and benefits programs are intended to be competitive with those provided by companies with whom the Company competes for
talent. In general, programs are considered competitive when they are targeted at the median of these competitor companies. Individuals may
vary from this targeted positioning due to a variety of factors such as tenure, performance, criticality of role, etc.
Cost
Compensation and benefits programs are designed to be cost-effective and affordable, ensuring that the interests of the Company’s
participants are considered.
Consistency
These guiding principles are intended to apply consistently to all associates of the Company, regardless of their level. As such, except for the
provision of executive safety and protection services, there are no other perquisites available exclusively to the Company’s senior executives.
The Company believes that this is an important element in creating an environment of trust and teamwork that furthers the long-term interests
of the organization.
Compensation disclosures 6
Executive compensation—Compensation discussion and analysis
Compensation program best practices
Our compensation program includes key features that align the interests of our associates with the interests of our participants. Moreover, the
program deliberately excludes features that could hinder this critical alignment:
Annual voluntary disclosure of compensation
consistent with SEC rules
No acceleration of long-term award vesting
except in the event of death
Majority of senior executive compensation is
performance-based
No change in control benefits
At least half of senior executives' performance-
based pay tied to long-term goals of the
Company
No special or enhanced associate benefit plan
arrangements for senior executives
Pay-for-performance metrics directly aligned
with key strategic and operational objectives
Except for the provision of executive safety
and protection services, no other perquisites
are available to the Company’s senior
executives.
Incentive plans designed to mitigate
inappropriate or excessive risk-taking
Pay program grounded in market-based,
competitive pay practices
Variable compensation directly tied to
Company affordability metrics
Participants' annual advisory vote and
commentary are taken into consideration when
making pay decisions
Outstanding long-term incentive awards
forfeited in the event of termination for cause
Best Practices Modeled in Our
Program
Practices We Do Not
Engage in or Allow
Compensation disclosures 7
Executive compensation—Compensation discussion and analysis
Components of total rewards
The Company’s total rewards package consists of direct compensation and Company-sponsored benefit plans. Each component is designed to
achieve a specific purpose and to contribute to a total package that is appropriately performance-based, competitive, affordable to the
Company, and valued by the Company’s associates.
Direct compensation program
The total direct compensation for Company associates (including our NEOs) consists of fixed (i.e., base salary) and variable compensation.
Compensation disclosures 8
Executive compensation—Compensation discussion and analysis
Employee benefit plans
The Company provides company-sponsored health, welfare, and retirement plan benefits to associates. This benefits package is designed to
assist associates in providing for their own financial security in a manner that recognizes individual needs and preferences. Associate benefits,
in aggregate, are reviewed periodically to ensure that the plans and programs provided are generally competitive and cost-effective and support
the Company’s human capital needs. Benefit levels are not directly tied to Company, business area or individual performance.
Health and welfare plans
The core health and welfare package includes medical, dental, vision, disability, and basic group life insurance coverage. NEOs are eligible to
participate in these benefits on the same basis as other Company associates.
Retirement and deferred compensation plans
The Company provides qualified and nonqualified retirement and deferred compensation benefits to associates.
■
Retirement Plan and Retirement Benefit Equalization Plan
The TIAA Retirement Plan (“Retirement Plan”) is a tax-qualified defined contribution (money purchase) plan. The plan is intended to help
provide for an associate’s financial security in retirement through Company contributions of a percentage of base salary (which are based
on the associate’s age). NEOs participate in the Retirement Plan on the same basis as all other Company associates. Participation in the
plan begins as soon as associates are hired. Contributions to the plan are directed by participating associates into certain retirement
annuities, mutual funds, and other options.
The TIAA Retirement Benefit Equalization Plan (“Equalization Plan”) is an unfunded, nonqualified plan that works together with the
Retirement Plan to provide for an associate’s financial security in retirement. This plan covers those associates for whom contributions to
the Retirement Plan are limited under federal tax law. The Company contributes an amount equal to the excess of what otherwise would
have been provided under the Retirement Plan if those limits did not apply. Deferrals are credited to notional accounts until distribution.
Participating associates may generally allocate credited amounts among notional investment options. The Company has set aside
amounts (as part of its general assets) that are invested in parallel to the notional investments to cover its obligations under this plan.
Benefits are payable under the Retirement Plan following termination of employment as elected by the participating associate under the
plan. Benefits under the Retirement Benefit Equalization Plan are payable on the later of termination of employment or the participating
associate’s 60
th
birthday. All amounts under the plans are fully vested after three years of service.
Compensation disclosures 9
Executive compensation—Compensation discussion and analysis
■
401(k) Plan and 401(k) Excess Plan
The TIAA Code Section 401(k) Plan (“401(k) Plan”) provides associates the opportunity to save for retirement on a tax-favored basis.
NEOs may elect to participate in the 401(k) Plan on the same basis as all other TIAA associates. The Company provides a matching
contribution equal to 100% of the first 3% of the associate’s base salary contributed to the 401(k) Plan. New associates are automatically
enrolled in the plan, with the option to opt out. Contributions to the plan are directed by participating associates into certain retirement
annuities, mutual funds, and other options.
Associates whose matching contributions are limited under federal tax law may be eligible to defer additional amounts under the
nonqualified TIAA 401(k) Excess Plan (“Excess Plan”). Deferrals under this plan are credited to participating associates’ notional
accounts and generally may be allocated by associates to notional investment options. As with the Equalization Plan, the Company has set
aside amounts that are invested in parallel to the notional investments to cover its obligations under this plan.
Benefits under the 401(k) Plan are generally payable following termination of employment as elected by the associate. Benefits under the
Excess Plan are paid at termination of employment. All associate contributions under the plans are fully vested at all times. The
Company’s matching contributions under the plans are fully vested after three years of service.
■
Retirement Healthcare Savings Plan
The TIAA Retirement Healthcare Savings Plan (“RHSP”) allows associates to make after-tax contributions to a trust that can be used for
post-retirement medical care expenses. The Company provides a matching contribution equal to 100% of the first $750 contributed to
the RHSP. Benefits under the RHSP are only payable following termination of employment. All associate contributions under the plan are
fully vested at all times. The Company’s matching contributions are fully vested after three years of service.
■
Voluntary Executive Deferred Compensation Plan
The TIAA Voluntary Executive Deferred Compensation Plan (“VEDCP”) provides eligible associates, including the NEOs, the opportunity to
defer a portion of their annual cash award and vested TIAA Long Term Performance Plan (“LTPP”) payout.
Deferrals are credited to participating associates’ notional accounts and may be allocated among notional investment options. All amounts
deferred under the plan are fully vested at all times. Payments under the plan may be made in a single lump sum or in annual installments.
As with the other nonqualified deferred compensation plans, the Company has set aside amounts that are invested in parallel to the
notional investments to cover its obligations under this plan.
Perquisites
Except for the provision of executive safety and protection services, there are no other perquisites available exclusively to the Company’s senior
executives.
Independent consultant
Under the authority granted by its charter, the Committee engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent
compensation consultant. Consistent with best practices, Semler Brossy does not provide any services to management during its engagement
with the Committee.
Establishing compensation levels
Total direct compensation levels (base salary, annual cash award, and LTPP award) are established based on several factors: Company,
business area, and individual performance, as well as competitive market data analysis. To ensure that pay is competitive with market
practices, the Company conducts benchmarking analyses each year against a relevant competitive peer group.
In general, the Company considers our compensation to be competitive when it is targeted at the median pay levels of our peer group. When
performance exceeds expectations, pay levels are likely to be above target. Conversely, when performance falls below expectations, pay levels
are likely to fall below target.
Compensation disclosures 10
Executive compensation—Compensation discussion and analysis
Allocation of variable compensation
Based on the total funding available for variable compensation (which is discussed in detail below), the CEO, in consultation with the Senior
Executive Vice President, Chief People Officer, and Executive Vice President, Head of Enterprise Total Rewards, allocates the aggregate
variable compensation pool to the Company’s business and support areas, based on their respective relative contributions to the Company’s
overall performance, as determined in the CEO’s discretion.
Determining individual compensation levels
Within the confines of the funding allocated to the respective area, individual variable compensation award determinations by managers are
discretionary, based on individual performance and in the context of market pay levels for a given position. Individual performance is measured
through a formal annual performance evaluation process, which includes year-end performance assessments. Once the individual total direct
compensation decisions have been made, the amount of variable compensation to be awarded as annual cash and LTPP awards is determined
based on a formula that provides for a greater proportion of long-term incentives at higher levels of total direct compensation.
For the NEOs, the Company follows a similar decision-making process in determining appropriate pay levels. In order to ensure that there is
sufficient alignment with the long-term success of the organization, the proportion of variable compensation awarded as long-term incentives
is higher (at least fifty percent of variable compensation) for the NEOs than for other associates.
Chief Executive Officer
Compensation for the CEO is approved by the Board following recommendation by the Committee. The Committee bases its determination on
its assessment of the Company’s overall performance, the CEO’s individual contributions against the achievement of the corporate goals, and
other priorities agreed to by the Board and the CEO, the CEO’s variable compensation target, and market competitive compensation packages
for chief executive officers among firms in the asset management and insurance industries of similar size and complexity.
The comparator group used in the market competitive analysis was developed in 2022 and consists of 19 asset management, insurance and
general financial services companies listed below (the “Peer Group”). These companies were selected on the basis of their size and complexity
in relation to TIAA:
Compensation disclosures 11
Executive compensation—Compensation discussion and analysis
Senior Executive Vice Presidents (“SEVPs”)
Compensation for SEVPs, including those that are NEOs, is approved by the Board (at the recommendation of the CEO and then the
Committee).
Each SEVP has a variable compensation target expressed as a multiple of the SEVP’s base salary. The assigned variable compensation targets
are based on the scope of their roles and competitive market compensation levels with reference to similarly sized asset management firms,
insurance companies, and financial institutions. Utilizing the SEVP’s performance evaluations described above and the variable compensation
target, the CEO develops recommendations based on the overall funding available for variable compensation. Discretion is exercised in
determining the overall total direct compensation to be awarded to the SEVP and the recommended variable compensation mix. At least one-
half of the variable compensation awarded to SEVPs is delivered as LTPP awards.
The Company believes that the discretionary design of its variable compensation program supports its overall compensation objectives by
allowing for significant differentiation of pay based on performance. It provides the flexibility necessary to ensure that pay packages for the
SEVPs appropriately reflect the contributions of each SEVP to the short and long-term success of the organization and to each of their efforts
in reinforcing risk controls and the risk culture of the organization.
The key components of the annual decision-making process in recommending compensation levels for the SEVPs are as follows:
The key members of management who assist the CEO in determining compensation recommendations for the SEVPs are the SEVP, Chief
People Officer (except with respect to her own compensation) and the Executive Vice President, Head of Enterprise Total Rewards.
Compensation disclosures 12
Executive compensation—Compensation discussion and analysis
Variable compensation funding
The Company’s approach to determining appropriate annual variable compensation funding is intended to better drive the Company’s business
strategy, accurately reflect Company performance, and balance the interests of our participants with those of our associates. It ensures that
variable compensation continues to remain affordable, while providing payouts clearly aligned with actual performance and consistent with an
acceptable risk profile.
The following chart summarizes the process for developing the annual variable compensation pool:
Compensation disclosures 13
Executive compensation—Compensation discussion and analysis
Measuring performance
2023 Corporate Quality Scorecard
The Corporate Quality Scorecard (“CQS”) is a key measure of the combined performance of TIAA and is one factor that impacts the annual
variable compensation funding decision. At the beginning of each performance year, management proposes revisions to the CQS to ensure
alignment with current business objectives, and the proposed CQS is reviewed and approved by the Board to ensure that its metrics, targets,
and scaling remain aligned to TIAA’s goals and do not encourage inappropriate or excessive risk-taking.
To ensure alignment between incentive compensation and Company performance, the CQS results are used to directionally size the requested
TIAA variable compensation pool funding for existing associates. For 2023, the CQS continued to include a broad set of metrics that are
designed to reflect the enterprise’s health and performance in a given year and align to the key tenet of TIAA as a retirement company. The
metrics are divided into four categories: Customer, Financial, People, and Strategic, which were weighted as shown in the following table:
Specific strategic objectives, performance measures, and targets are established at the beginning of the year, as are the performance scales
that translate results into CQS scores for each category. The aggregate annual performance result is calculated based on the actual
performance relative to the pre-established targets and the weightings associated with each metric.
A high-level description of the metrics within each category is described below; however, specific targets are not disclosed for competitive
reasons.
Customer
This category has an aggregate weight of 25% on the CQS. The overall result is equal to the weighted average of the results for the six metrics:
Competitive Net Promoter Score – Participant
Quantifies the strength of customer loyalty. Results are collected via an online survey, on TIAA participants only, which capture
responses to the question “How likely would you be to recommend TIAA’s products and services to a friend or colleague?”
Focused Customer Effort Score - Participant
Measures how much effort a customer has to exert to get an issued resolved, a request fulfilled, or a question answered. It
quantifies the customer experience with specific transactions to identify improvement opportunities.
Mission Metric: Percentage of Active Participants Exhibiting Good In-Plan Behaviors
Percentage of active participants that are exhibiting good savings and investing behaviors in their plan.
Percentage of Proprietary Institutional Inflows
Measures the percentage of total Institutional inflows that are proprietary.
Number of Active Participants Using TIAA Traditional
Number of our active participants, within the last 12 months, with assets in TIAA Traditional (excludes assets from the TIAA
associate plans).
Category Total weighting
Customer
25%
Financial
45%
People
10%
Strategic
20%
Total 100%
Compensation disclosures 14
Executive compensation—Compensation discussion and analysis
Retirement Outflows to Competitors
Participants moving their retirement proprietary assets from TIAA to a 3
rd
party intermediary.
Financial
This category has an aggregate weight of 45% on the CQS. The overall result is equal to the weighted average of the results of the five metrics:
Operating Margin
Total revenue less total expenses, before dividends credited to participants.
Operating Expenses
Expense the Company incurs through its normal business operations.
Nuveen Return on Capital %
Measures return on capital for Nuveen via net income divided by average capital.
TIAA Traditional Accumulating Net Flows (excludes Benefits)
Measures accumulating portfolio net flows into TIAA Traditional (excludes assets from the TIAA associate plans).
Wealth Management Margin Percentage
For the Wealth Management business, total revenue less total expenses, before dividends credited to participants.
People
This category has an aggregate weight of 10% on the CQS. The overall result is equal to the weighted average of the results of the four metrics:
TIAA Engagement Index
Average of 4 individual item survey scores that represents the specific emotional outcomes that are critical to associate
engagement within the Company.
TIAA Inclusion Index
Average of 3 individual item survey scores that are critical to measuring associate perception of inclusion within the Company.
Career Mobility Rate
Tracks the relative level of internal career development opportunities by measuring the cumulative sum of internal movement
throughout a given year relative to average headcount.
Composite Diversity Representation
Tracks associate representation across various demographics.
Strategic
This category has an aggregate weight of 20% on the CQS. The overall result is equal to the weighted average of the results of the four metrics:
RetirePlus Implemented Assets
Total in-year net implemented assets including TIAA Traditional and other investments that are included in the RetirePlus models
(excludes assets from the TIAA associate plans).
New Product Development and Product Evolution
Performance measured relative to the execution of defined milestones during the 2023 performance year.
Recordkeeping
Performance measured relative to the execution of defined milestones during the 2023 performance year.
Customer Experience Accelerator Capabilities
Performance measured relative to the execution of defined milestones during the 2023 performance year.
Compensation disclosures 15
Executive compensation—Compensation discussion and analysis
2023 LTPP Scorecard
The LTPP Scorecard is intended to align associate interests with those of our participants both in terms of our accomplishments and our
performance. It also provides greater transparency for both participants and associates. The design, as illustrated below, provides a balanced
solution that enables the Company to attract and retain associates while aligning associates’ interests with the long-term interests of our
participants.
The LTPP Scorecard was designed specifically to balance financial results with prudent risk-taking in order to ensure that there is no incentive
for associates to engage in unnecessary and excessive risk-taking. The results are monitored each year to ensure that the design continues to
properly manage inappropriate risk.
The results of the LTPP Scorecard generally determine the annual change to our LTPP PUV. The number of Performance Units granted and the
value of the Performance Units at vesting are based on the LTPP PUV at grant and at vesting, respectively. Similar to 2022, the 2023 LTPP
Scorecard was designed to align the value of LTPP units with TIAA’s long-term performance against the following key strategic and financial
priorities:
■
Grow TIAA’s assets in a prudent and sustainable manner
■
Maximize risk-adjusted investment performance on a relative basis
■
Effectively manage cost for participants
AUM Growth
This metric tracks the annual growth of all assets under management capturing both our absolute annual investment performance and our
annual net client flow performance, before benefit payouts to participants. This includes the assets of all of our subsidiaries and joint ventures.
Utilizing the AUM metric is a key feature of our design because it provides an incentive to grow assets, which leads to more competitive pricing.
This growth will increase participants’ investment returns. The AUM metric serves to align associate interests with our participants’
investment experience by directly impacting LTPP PUV.
Evaluating company performance
This portion of the formula focuses on our financials and is based on two separate metrics:
Operating Margin (3-year CAGR)
This metric reflects the organizational focus on bottom line value creation for our participants aligned to the LTPP three-year vesting
period. This is achieved by continuing to improve revenues that lead to both increased dividends to participants and superior financial
strength while thoughtfully managing expenses. In addition, dividends paid to participants are excluded from this calculation in order to
insulate this metric from our annual dividend decision.
Compensation disclosures 16
Executive compensation—Compensation discussion and analysis
■
Investment Performance
The intent of this metric is to align TIAA’s investment strategy with outcomes. The metric evaluates our investment performance based
on performance relative to established benchmarks within the asset management industry.
Board discretion
The Board retains overall discretion to adjust the annual LTPP PUV above or below the actual LTPP Scorecard results for
the year, if necessary, to properly fulfill its responsibility to our participants to ensure payout levels are appropriate in light of all relevant
considerations, such as organizational health, capital adequacy, cost effectiveness, and any extraordinary external events or situations.
LTPP PUV
As with the CQS, specific strategic objectives, performance measures, and targets are established and set at the beginning of the year, as are
the performance scales that translate results into LTPP Scorecard scores for each metric. The aggregate annual performance result, called the
LTPP Scorecard factor, is calculated based on the actual performance relative to the pre-established targets associated with each metric, and
is used to determine the increase (or decrease) in LTPP PUV for the performance year.
For 2023, the LTPP Scorecard result was up 11.19% from prior year, resulting from AUM growth combined with positive three-year Operating
Margin growth and strong relative Investment Performance results. The 2023 LTPP Scorecard performance resulted in an increase in the
LTPP PUV to $6,072.0106.
The following chart shows the annual percentage change in LTPP PUV since 2016, relative to the annual total shareholder return for the
companies in our Peer Group for each respective year.
Annual change in LTPP PUV relative to Peer Group Total Shareholder Return
Compensation disclosures 17
Executive compensation—Compensation discussion and analysis
Performance highlights and compensation decisions for the executives who were Named Executive Officers as of
December 31, 2023
The Company maintained its strong performance in 2023 and continued to make significant strides toward its long-term strategic goals, and the
performance of our NEOs was critical to the Company’s success. The following is a summary of the significant achievements of our NEOs that
formed the basis of the 2023 compensation decisions:
Thasunda Brown Duckett, President and Chief Executive Officer
Responsibilities: In her third year as President and CEO, Thasunda Brown Duckett continued to effectively
articulate the Company’s reframed vision and TIAA FRWD strategy to associates and clients. 2023 was a year
of successfully executing on our strategy and advancing our efforts to win in lifetime income, delight our clients,
and strengthen how we operate. Ms. Duckett continued to serve as the primary liaison between the Board, the
CREF Board, and management, while also serving as the primary brand ambassador for the Company.
2023 Performance Highlights:
Ms. Duckett effectively executed on TIAA’s strategy to be the leading retirement company focused on
lifetime income by delighting clients and strengthening operations, powered by Nuveen’s investment
management.
Under Ms. Duckett’s leadership, TIAA maintained its financial strength. In recognition of its stability,
claims-paying ability, and overall expense management, the Company in 2023 continued to hold the
highest possible rating from three of the four leading insurance company rating agencies.
TIAA closed out 2023 as the not-for-profit retirement leader in recordkeeping and lifetime income
solutions, with over $30 billion in total RetirePlus assets, 335,000+ RetirePlus participants,
and 60% of recordkeeping wins since 2022 either in the RetirePlus pipeline, or already won with
RetirePlus.
TIAA successfully engaged with the critically important consultant community through intentional
touchpoints and high-quality engagements such as TIAA TMRW. The engagement has greatly
accelerated RetirePlus adoption with 102 (new and repeat) advisors implementing RetirePlus with at
least one plan from 2021 to 2023.
With Ms. Duckett’s guidance and oversight, the Wealth Management organization codified its strategy
of making financially accretive investments and continued to build the sales team through successful
recruiting and retention efforts, including the hiring of 150 advisors with a year-over-year increase in
overall average sales per advisor of 19%. In addition, completed the largest win in the Education
Savings team history, the Illinois Direct-Sold 529 Plan, which brought in $10 billion in AUM.
Ms. Duckett supported Nuveen’s continued strong investment performance, with 79% of actively
managed funds rated either four or five stars by Morningstar, as of December 2023. Nuveen’s
investment and marketing teams earned more than two dozen industry awards and recognitions for
2023, including seven Lipper Awards.
For the first time in the Company’s history, TIAA has a product that travels outside of the not-for-profit
marketplace: the SIA, reaching more than half a million account holders in 2023.
The Company logged several other firsts in 2023, including delivery of a strategic Guaranteed Funding
Agreement offering to one of the largest university retirement systems (University of California) and
joining the Portability Network Services Partnership as a founding member and its first annuity
provider.
As illustrated by the chart above,
the majority of 2023 compensation
is delivered through variable
compensation awards or “at risk”
awards which are subject to
individual and Company
performance.
Approximately 95% of Ms.
Duckett’s 2023 compensation
is at risk.
Compensation disclosures 18
Executive compensation—Compensation discussion and analysis
Among other 2023 achievements, high points include closing on the TIAA Bank sale ahead of schedule
in July, moving to retire our technology debt while modernizing our tech capabilities, transforming and
simplifying to better serve our clients and grow profitably, driving efficiencies to optimize capital, and
enhancing the caliber of the Company’s talent – including the hire of our Chief Transformation Officer.
Our Mission Metric, which measures the retirement readiness of our participants, improved to 42.6%,
exceeding our year-end goal and total value returned to participants reached a record-high of $11.6
billion in 2023, 12 percent higher than in 2022.
• Ms. Duckett successfully serves as TIAA’s most visible brand ambassador, participating in several
external and internal engagements, including with clients, policy makers, and the media in alignment
with business priorities.
• She gives TIAA access to outlets and stages that the company has not previously enjoyed because of
her profile in the broader financial services industry. This is helping us to bridge beyond the not-for-
profit space where the company has traditionally played.
• To successfully deliver on one of our key strategic initiatives - owning lifetime income across both not-
for-profit and corporate retirement industries - thought-leadership is critical. Ms. Duckett is a key
thought-leader on financial wellness for us and has long been an advocate for financial wellness.
• She made over a dozen visits to institutional clients, meeting with university presidents and chancellors,
retirement committees, chief human resources officers, Nuveen clients, and consulting firms, while also
participating in speaker series, and delivering commencement speeches.
She continued her engagements involving a large number of highly influential external conferences and
meetings with institutional leaders, policy makers, and lawmakers. Examples include giving the keynote
address at the National Association of Student Personnel Administrators national conference,
interviewing Vice President Kamala Harris, meeting with Treasury Secretary Janet Yellen at the Global
Black Economic Forum, attending a HUD Roundtable with HUD Secretary Marcia Fudge, presenting at
TIAA’s Retirement for All Government Relations Conference, offering remarks at the Thurgood Marshall
College Fund HBCU Fly-In, and meeting with New York Governor Kathy Hochul.
• Ms. Duckett invested time in building and strengthening TIAA’s relationships with policymakers, trade
associations, and regulators both at the state and federal levels. The Company hosted a retirement
security policy-focused event to highlight TIAA and Nuveen, and its leaders with policymakers, thought
leaders, industry peers, and clients in Washington, D.C. Ms. Duckett attended a White House event on
economics with other CEOs and incorporated Retirement Bill of Rights messaging and shared copies
with the attendees. She addressed the importance of closing the access gap for the millions who lack
access to retirement plans and the need to provide lifetime income.
Ms. Duckett participated in a number of external activities relevant to TIAA’s business and clients. She
continued to serve as founder and leader of the Otis and Rosie Brown Foundation and as a board
member for NIKE, Inc., Brex Inc., Robert F. Kennedy Human Rights, Sesame Workshop, National Medal
of Honor Museum, Economic Club of New York, University of Houston Board of Visitors, and Dean’s
Advisory Board for the Baylor University’s Hankamer School of Business.
She appeared in numerous articles, including syndicated articles across multiple media outlets – a
profile in Essence Magazine, a cover article in American Banker as part of the Most Powerful Women
issue, and a TIME op-ed on safeguarding Americans’ retirement— generating more than 1.3 billion
media impressions. Her accolades included Fortune's Most Powerful Women (#16), Barron's 100 Most
Influential Women in U.S. Finance, American Banker's Most Powerful Women in Finance (#3),
Thurgood Marshall CEO of the Year, the BET Her Power Award, and the Conference Board Committee
for Economic Development Distinguished Leadership Award.
Compensation disclosures 19
Executive compensation—Compensation discussion and analysis
W. Dave Dowrich, Senior Executive Vice President and Chief Financial Officer
Responsibilities: Mr. Dowrich is the Chief Financial Officer of TIAA. He is responsible for the financial
stewardship of the enterprise and oversaw TIAA’s financial management, including planning, reporting,
accounting, tax, actuarial services, and its general account investment strategies. Additionally, Mr. Dowrich
oversaw Global Supplier Services, the newly established Enterprise Transformation Office, and the launch of
TIAA Ventures.
2023 Performance Highlights:
Under Mr. Dowrich’s leadership, TIAA continued to act as financial stewards of the organization and
our participants, amid challenging macroeconomic conditions. TIAA's AUM grew 9% during the year.
TIAA’s capitalization remains very strong and continues to maintain the highest ratings available with
industry rating agencies. TIAA is one of only three insurance groups in the United States to currently
hold the highest possible rating from three of the four leading insurance company rating agencies.
Value returned to participants grew to a record-high $11.6 billion and Nuveen exceeded its Return on
Capital target.
Mr. Dowrich strengthened how the organization operated by enhancing expense clarity and accuracy,
improving the financial calendar and management reporting, and accelerating decision making through
enhanced insights provided by new frameworks. For example, the new value management framework
was operationalized into business decisions including the pricing process, key segmentation analysis,
and client level strategies to identify financial improvement levers to improve profitability, ensuring
TIAA’s investments drive value creation for our participants.
As a key strategic partner, Mr. Dowrich led critical enterprise-wide initiatives, including:
o Enterprise Transformation in alignment with TIAA FRWD: Mr. Dowrich stood up a dedicated, cross-
functional Transformation Office to ensure close alignment across the enterprise, seamless
integration with key leaders and partners, and executing a rigorous pace of delivery, all while
ensuring change risks are proactively identified and mitigated. This initiative is tasked with
delivering significant revenue and expense improvements over the next three to four years.
o TIAA Ventures: Launched to make early-stage investments through direct and fund investments
that are fully aligned with our businesses and strategy, ending 2023 with several fund and direct
investments.
Mr. Dowrich continues to make TIAA the choice destination for finance and investment professionals.
He restructured the leadership team to increase visibility into TIAA’s core business areas, allowing
more direct alignment to TIAA’s strategic vision. He completed several key hires essential to aligning
with TIAA’s strategic vision, including industry experts to lead TIAA Ventures and TIAA Enterprise
Transformation. He continues to build an inclusive culture focused on talent, mobility, and DEI, while
growing our global footprint to ensure we are operating as efficiently as possible for our participants.
Mr. Dowrich serves on the boards of Scotiabank and Vantage Group Holdings. He also serves on the
boards for academic organizations, such as the Entrepreneurial Network Habitat and the School of
Business at Medgar Evers College.
As illustrated by the chart above,
the majority of 2023 compensation
is delivered through variable
compensation awards or “at risk”
awards which are subject to
individual and Company
performance.
Approximately 90% of Mr.
Dowrich’s 2023 compensation
is at risk.
Compensation disclosures 20
Executive compensation—Compensation discussion and analysis
Jose Minaya, Senior Executive Vice President and CEO, Nuveen
Responsibilities: Mr. Minaya is the CEO of Nuveen, the investment manager of TIAA, where he leads Nuveen’s vision,
strategy, and day-to-day operations and brings together a broad range of solutions provided by Nuveen and TIAA to
drive better outcomes for clients and participants. Mr. Minaya and his leadership team set and execute key growth
initiatives and provide oversight of all investment management teams and client businesses. With $1.1 trillion in
AUM, Nuveen’s diverse investment capabilities span across a broad range of traditional and alternative asset
classes for both institutional and individual investors around the world.
20
23 Performance Highlights:
Under Mr. Minaya’s leadership, Nuveen continues to deliver strong investment performance
with 79% of actively managed equity and fixed income funds rated either four or five stars
by Morningstar and 92% of rated assets beating the five-year peer group median as of
December 31, 2023.
Despite industry pressures from persistent market volatility, Mr. Minaya managed the
business to achieve key financial targets with third-party sales topping $95 billion and an
organic growth rate of 0.7% which outpaced core peer average of -1.5%.
Mr. Minaya progressed Nuveen’s growth strategy focused on enhancing investment
capabilities, expanding distribution, and optimizing our technology and operations
capabilities to meet evolving business needs. He led several key strategic initiatives
including:
o The acquisition of Omni Holdings, making Nuveen one of the largest institutional
owners and managers of affordable housing with $6.7 billion in affordable housing
AUM.
o The acquisition of Arcmont which expands Nuveen’s private capital capabilities in
Europe and strategically complements Churchill Asset Management (Nuveen’s North
American private debt and private equity investment specialist). The combination of
Arcmont and Churchill created Nuveen Private Capital, one of the largest global
private debt managers.
o The build-out of infrastructure capabilities with a strategic investment in Energy
Infrastructure Credit and Snowhawk Partners, focusing on digital transition.
o Accelerated distribution activities with ongoing investments in key markets and
segments such as targeting insurance clients, which has realized $7.7 billion in sales
(38% increase from prior year) and DCIO channel with sales reaching $14 billion
(51% increase from prior year).
o The launch of 23 new products including multi-asset, custom direct-indexing SMA
strategies in partnership with Brooklyn Investment Group (Tax Advantaged Balanced
portfolio and Tax Advantaged Large Cap portfolio), Nuveen Churchill private capital
income fund, and Nuveen Green Capital C-PACE fund.
o Scaling Nuveen’s operating model through investments that have enabled an
enhanced data strategy, integration across Nuveen subsidiary platforms and
improved client experience through streamlined systems, tools, and reporting.
The continuing partnership with TIAA enterprise on key priorities such as the distribution
efforts of lifetime income with Nuveen Retirement Investing and the successful launch of
the Nuveen Lifetime Income Collective Investment Trust series.
As illustrated by the chart above,
the majority of 2023 compensation
is delivered through variable
compensation awards or “at risk”
awards which are subject to
individual and Company
performance.
Approximately 94% of Mr.
Minaya’s 2023 compensation
is at risk.
Compensation disclosures 21
Executive compensation—Compensation discussion and analysis
Raising Nuveen’s brand awareness through high-profile differentiated client experiences
such as “Meeting of the Minds” and “nPOWERED” which has supported Nuveen’s climb in
brand rankings globally – up 16 spots across institutional investors to #49 and the highest
recorded U.S. Wealth Net Promoter Score with a brand ranking of #15.
Solidifying our leadership in RI, outpacing all-time sales records in both third-party and
affiliated channels by 10% with record low redemption rates across the platform for existing
clients. Increased client engagement by 50% while growing Nuveen’s RI-Focused Strategy
suite to over $80 billion in AUM.
Enhancing investments in talent development and retention through programs designed for
different stages of an associate’s career such as Nuveen 101 (signature orientation
program), Nuveen Leadership Development Program, Women in Nuveen, and Elevate Your
Acumen (training).
Serving as the TIAA Executive Sponsor for the “Engage” BRG, championing an inclusive
environment for Asian Associates and Allies, as well as being an active member of the
“Unite” BRG to support professional development and educational opportunities for Latino
and Hispanic associates and allies. Mr. Minaya also continues to progress Nuveen’s DEI
initiatives such as providing transparency of our diversity metrics on Nuveen’s website and
establishing metrics and goals for investment personnel diversity.
Mr. Minaya serves on the boards of multiple companies and charitable organizations, including Moody's,
the Robert Toigo Foundation, the National Forest Foundation, the Investment Committee of the Board
of Regents of the Smithsonian Institution, and the Investment Company Institute. He is also on the
Board of Trustees of Manhattan College and is the Chairman of the Amos Tuck School of Business MBA
Council at Dartmouth College.
Compensation disclosures 22
Executive compensation—Compensation discussion and analysis
John Douglas, Senior Executive Vice President and Chief Legal, Risk & Compliance Officer
Responsibilities: Mr. Douglas is the Chief Legal, Risk and Compliance Officer for TIAA, where he leads the teams
comprising General Counsels, Chief Risk Officers, and Chief Compliance Officers that advance TIAA’s strategic
positioning and enable risk-based business decisions. He also served as Vice Chairperson of TIAA Bank prior to its
sale.
2023 Performance Highlights:
Under Mr. Douglas' leadership, the team provided effective advice, advocacy, and oversight for the evolving
Company and strategy, together with strengthened risk and compliance frameworks that proactively align
with business requirements and regulatory expectations.
Legal, Risk and Compliance (“LR&C”) focused on the implementation of the SECURE 2.0 Act in order to
improve the policy landscape for annuities and increase associate access to retirement plans. TIAA
partnered with trade groups to request administrative delay of the Age 50+ Roth Catch-up Contributions
provision, resulting in a two-year enforcement delay by the IRS. TIAA also launched the “Retirement Bill of
Rights”, to improve lifetime income coverage for those without access to a current workplace retirement
plan.
The organization enabled and negotiated critical strategic transactions including the sale of TIAA Bank,
Nuveen’s acquisition of Arcmont and the formation of Nuveen Private Capital business line with
Churchill/Arcmont and Nuveen's acquisition of a portfolio of assets from Omni Holdings, a leading owner,
operator, and developer of affordable housing in the U.S. LR&C were key in developing solutions for
structural, capital markets, and regulatory challenges, negotiating key agreements, protecting go-forward
interests of TIAA customers, and providing HR-related legal support.
• LR&C responded to new regulations and global rulemaking around ESG and RI, and the launch of new funds
and strategies in multiple jurisdictions and asset classes. They also worked successfully with state
legislatures to enhance opportunities for TIAA Lifetime Income products.
LR&C also led the legislation effort that was passed in both New York houses to allow CREF to become a
separate account of TIAA.
The organization also strengthened Risk & Compliance frameworks by maturing existing capabilities or
introducing new programs in response to evolving regulatory and business expectations.
LR&C plays a critical role in effective oversight over TIAA by facilitating the firm’s Board and internal
Enterprise Risk Management Governance and Committees that oversee the management of risk to
safeguard the mission and financial condition of the Company.
The organization drove industry recognition with TIAA being named a World's Most Ethical Company by
Ethisphere, for the 10th year running in 2023.
LR&C acted upon a robust framework for internal mobility, external hiring, and associate development in
order to further promote DEI, develop our talent, and improve our associate experience.
Mr. Douglas is also the executive sponsor for TIAA’s “SoPro,” a BRG for seasoned, experienced associates,
and allies, which promotes an engaged, productive, multi-generational workforce at TIAA. He also sponsors
and is an active mentor in LR&C’s five-year long mentorship program.
Mr. Douglas participated in a number of external activities relevant to TIAA’s business and clients. He
continued to serve as a board member for Financial Services Volunteer Corps, Rising Star Outreach,
Purpose Legal and Dominican American Education Fund, Inc.
Approximately 90% of Mr.
Douglas’ 2023 compensation is
at risk.
As illustrated by the chart above,
the majority of 2023 compensation
is delivered through variable
compensation awards or “at risk”
awards which are subject to
individual and Company
performance.
Compensation disclosures 23
Executive compensation—Compensation discussion and analysis
Sastry Durvasula, Senior Executive Vice President and Chief Information & Client Services Officer
Responsibilities: Mr. Durvasula joined TIAA in February 2022 and leads the Global Client Services and Technology
(“CS&T”) organization. He is also responsible for leading the Company’s Global Data and Artificial Intelligence
(“AI”), Global Capabilities Services, Client Tech Labs and Partnerships, and serves on the board of TIAA Global
Capabilities. His team develops and maintains strategic priorities regarding TIAA’s digital-first technology
capabilities for plan sponsors and participants through partnerships across Retirement Solutions, Wealth
Management, Nuveen, and Product.
2023 Performance Highlights:
As part of the multi-year transformational strategy (CS&T 2.0), Mr. Durvasula exceeded delivery of
top strategic priorities across Retirement Solutions, Wealth Management, and Nuveen businesses,
and fueled the Company’s innovation agenda while transforming the core technology.
■
Implemented Lifetime Income Solutions for plan sponsors and participants and advanced RetirePlus
platform, exceeding the annual goal for client adoptions.
■
Delivered the SIA platform and TIAA Retirement Gateway to enable the product to travel outside of
the not-for-profit market. Drove Nuveen’s Asset Management strategic priorities and future-state
operating model for global technology and operations.
■
Attracted top industry talent in critical, forward-thinking subject matters including Head of
Technology Strategy and Transformation, Chief Architect, Head of Enterprise Cloud Platform, and
provided leadership opportunities for top internal talent.
Advanced digital and client experience journeys for the institutional and individual clients, including
the launch of enterprise design studio for rapid delivery of web and mobile capabilities.
Broadened AI solutions in partnership with Google, implementing multiple use cases in the National
Contact Center, and incubated Generative AI technology to deliver personalized participant services.
Leapfrogged the company’s technology ecosystem by delivering cloud based, digital-first, data, and AI
powered platforms to drive forward industry-leading future state environment.
Pioneered co-innovation with clients in the TIAA Client Tech Labs and launched “T3CON – TIAA Tech
Tomorrow’” to promote thought leadership and R&D in emerging technologies. Submitted multiple
patents in cyber, AI, and future state retirement solutions.
Launched NextGen cyber platforms and AI powered operations, advancing Zero Trust Architecture
for client and colleague facing capabilities.
Completed critical upgrades in the enterprise technology infrastructure, including data center
resiliency, NextGen power, and Uninterruptable Power Supply systems and application resiliency
across the enterprise.
Transformed the India locations into a Global Capabilities Center and established integrated teams
and resourcing models for multiple business and functional areas.
Elevated partnerships with leading DEI organizations in the industry, including Blacks in Tech, Society
of Hispanic Professional Engineers (“SHPE”), Girls in Tech, and Society of Women Engineers
(“SWE”), to provide avenues to attract and develop talent and drive inclusive growth and innovation.
Received several prestigious industry awards including CSO50, CIO100, Plan Sponsor Council of
America "Signature Award," and India "Great Places to Work".
Served on the board of global non-profit Girls in Tech as an active advocate and champion of gender
diversity in technology while also being recognized as an AI “Top Voice” in the industry.
Approximately 90% of Mr.
Durvasula’s 2023
compensation is at risk.
As illustrated by the chart above,
the majority of 2023 compensation
is delivered through variable
compensation awards or “at risk”
awards which are subject to
individual and Company
performance.
Compensation disclosures 24
Executive compensation—Compensation discussion and analysis
2023 compensation decisions
Total direct compensation decisions were made for each NEO based on individual performance, their variable compensation target, the overall
performance of the Company and with reference to the compensation paid to comparable market peers. In order to align NEO pay with
Company performance and the experience of our participants, the majority of our NEO’s compensation is in the form of performance-based
variable compensation. Further, to ensure that compensation is linked to the achievement of our participants’ long-term financial goals, at
least half of the variable compensation award made to each NEO is in the form of LTPP awards.
2023 performance year total direct compensation
For greater transparency regarding salary and variable compensation directly attributable to the current performance year, the Company has
adopted a practice of showing actual variable compensation decisions for the current year. While the Summary Compensation Table on page
26 shows compensation for the NEOs as calculated under the SEC disclosure rules, it does not fully reflect the compensation decisions made
for the 2023 performance year—the Summary Compensation Table lists prior-year LTPP awards that were paid out in 2023 rather than the
value of the LTPP award granted for the 2023 performance year. The following table details the total direct compensation decisions made for
our NEOs for the 2023 performance year.
1
The amounts shown represent the annual base salary as of the fiscal year-end for the respective performance year. Messrs. Douglas, Dowrich, and Durvasula received an annual base
salary increase from $550,000 to $600,000, effective February 26, 2023.
2
The amounts shown represent the annual cash award earned for the respective performance year and paid in the following February under the Company’s annual cash award program.
3
The amounts shown represent the LTPP awards for the respective performance year and granted in the following February under the LTPP.
4
Mr. Durvasula joined the Company in February 2022. Per the terms of his offer letter, his minimum variable compensation opportunity for 2022 was $4.7M to offset the forfeited bonus
opportunity from his previous employer.
Thasunda Brown Duckett 2023 1,000,000 6,880,000 10,320,000 18,200,000
President and Chief Executive Officer 2022 1,000,000 6,600,000 9,900,000 17,500,000
% Change 0% 4% 4% 4%
W. Dave Dowrich 2023 600,000 2,400,000 2,400,000 5,400,000
Senior Executive Vice President and 2022 550,000 2,225,000 2,225,000 5,000,000
% Change 9% 8% 8% 8%
Jose Minaya 2023 750,000 5,375,000 5,375,000 11,500,000
Senior Executive Vice President and 2022 750,000 4,875,000 4,875,000 10,500,000
Chief Executive Officer, Nuveen
% Change 0% 10% 10% 10%
John Douglas 2023 600,000 2,375,000 2,375,000 5,350,000
Senior Executive Vice President and 2022 550,000 2,275,000 2,275,000 5,100,000
Chief Legal, Risk & Compliance Officer
% Change 9% 4% 4% 5%
Sastry Durvasula
4
2023 600,000 2,550,000 2,550,000 5,700,000
Senior Executive Vice President and 2022 550,000 2,375,000 2,375,000 5,300,000
Chief Information & Client Services Officer
% Change 9% 7% 7% 8%
Total Direct
Compensation
($)
Chief Financial Officer
Name and
Principal Position
Year
Salary
1
($)
Annual Cash
Award
2
($)
Annual LTPP
Award
3
($)
Compensation disclosures 25
Executive compensation—Compensation discussion and analysis
Employment agreements
Thasunda Brown Duckett
TIAA and Ms. Duckett entered into an employment agreement on February 20, 2021 in connection with her hire. The agreement has an
indefinite term.
Under the agreement, Ms. Duckett’s base salary is $1,000,000 per year. She is eligible for an annual cash award and LTPP award as
determined in the sole discretion of the Board based on company and individual performance. The Board annually reviews Ms. Duckett’s target
annual cash award and LTPP award, provided the target direct compensation opportunity (i.e., salary plus variable compensation) will be no
less than $14,000,000.
The agreement provided Ms. Duckett with additional cash and LTPP awards in recognition of amounts she forfeited with her former employer in
joining TIAA (collectively, the “buyout awards”). With respect to forfeited outstanding equity awards with her former employer, Ms. Duckett
received a cash payment of $4,272,000 in February 2022, a LTPP award with an initial value of $3,077,000 that vested in February 2023 and
a LTPP award with an initial value of $3,346,000 that vested in February 2024. With respect to the forfeited bonus opportunity with her
former employer, Ms. Duckett received a cash payment of $2,166,667 on her start date and a LTPP award with an initial value of $3,250,000
that vested in February 2024.
The Company has not entered into employment agreements with any other NEOs.
Executive compensation – Compensation tables and supplemental information
Compensation disclosures 26
Executive compensation—Compensation tables and supplemental information
Summary Compensation Table
The 2023 Summary Compensation Table below sets forth compensation information relating to 2023, 2022, and 2021. In accordance with
SEC rules, compensation information for each NEO is only reported beginning with the year that such executive became a NEO.
1
The amounts shown represent the actual base salary paid for the year. For Messrs. Douglas, Dowrich, and Durvasula, the amount shown for 2023 reflects the annual base salary
increase from $550,000 to $600,000.
2
The amounts shown represent the annual cash award earned with respect to each performance year listed, payable in February of the following year pursuant to the Company’s
annual cash award program.
3
The amounts shown above for Messrs. Minaya and Douglas represent LTPP payouts made during each performance year listed for LTPP awards that vested in that year. For Ms.
Duckett and Messrs. Dowrich and Durvasula the amounts represent LTPP payouts made in connection with their hires to compensate for forfeited outstanding equity awards with
their former employers. Payout amounts are based on the LTPP PUV as of the preceding December 31 (see page 28 for additional information).
4
The amounts shown include Company contributions made in 2023 to the Retirement Plan and 401(k) Plan on behalf of the NEOs ($42,750 for Ms. Duckett, $43,231 for Mr. Dowrich,
$42,750 for Mr. Minaya, $42,750 for Mr. Douglas and $42,750 for Mr. Durvasula), the Equalization Plan and Excess Plan on behalf of the NEOs ($97,250 for Ms. Duckett, $48,279
for Mr. Dowrich, $62,250 for Mr. Minaya, $48,760 for Mr. Douglas, and $32,093 for Mr. Durvasula), the RHSP on behalf of the NEOs ($750 for each of Ms. Duckett and Messrs.
Dowrich, Minaya, Douglas, and Durvasula) and the HSA employer contribution on behalf of the NEOs ($1,000 for each of Ms. Duckett and Messrs. Minaya, Douglas, and Durvasula
and $500 Mr. Dowrich). Other payments received from the Company in 2023 include Rewards and Recognition ($529 for Mr. Dowrich, $449 for Mr. Douglas, and $128 for Mr.
Durvasula), the gross value of company-provided commuting benefits ($8,511 for Ms. Duckett and $86,520 for Mr. Dowrich) and relocation benefits ($8,865 for Mr. Dowrich).
Executive compensation – Compensation tables and supplemental information
Compensation disclosures 27
2023 grants of plan-based awards
1
2023 awards under the LTPP that were granted to each of the NEOs on February 28, 2023, for the three-year performance period beginning
January 1, 2023, and ending on December 31, 2025. These grants, as shown in the table below, were based on each recipient’s 2022 annual
performance awards. The number of units awarded was calculated by dividing each long-term award by the LTPP PUV as of December 31,
2022, of $5,460.9323. These awards vest and are payable in February 2026.
NEOs may further defer vested LTPP awards under the VEDCP.
1
Awards shown on this table were made with respect to 2022 performance year, will not pay out until February 2026 and are not reflected in the Summary Compensation Table.
2
The award units listed are Performance Units under the LTPP. The number of units awarded was based on the initial grant value, which was determined based on Company, business
area, and individual performance for 2022. The total value of the Performance Units that will be realized by the NEO will depend on the Company’s performance during the
performance period (January 1, 2023 through December 31, 2025).
3
There are no established threshold, target or maximum payout amounts for LTPP awards. The payout amount at vesting will be determined by LTPP Scorecard results over the vesting
period.
Executive compensation – Compensation tables and supplemental information
Compensation disclosures 28
Outstanding plan-based awards
As of fiscal year, ended December 31, 2023
1
The table below shows the current value of unvested performance units awarded to each NEO under the LTPP. As described above, in order to
achieve the Company’s objective of aligning pay with performance, a significant portion of NEO compensation is linked to the future success of
the organization. The awards detailed on the following table reflect all unvested units awarded through December 31, 2023.
1
The aggregate value of unvested Performance Units as of December 31, 2022, or became vested or were awarded during 2023, are calculated based on the December 31, 2022, LTPP
PUV of $5,460.9323.
2
The aggregate value of unvested Performance Units as of December 31, 2023, is calculated based on the December 31, 2023, LTPP PUV of $6,072.0106.
3
As described on page 8, all outstanding LTPP awards are subject to forfeiture.
Name and Principal Position
Unvested Units
as of 12/31/2022
1
(#, $)
Units Vesting
During 2023
1
(#, $)
Units Awarded in
2023
1
(#, $)
Unvested Units
as of 12/31/2023
2,3
(#, $)
Thasunda Brown Duckett
2,946.6614 625.9322 1,812.8773 4
,133.6065
President and Chief Executive
$16,091,519 $3,418,173 $9,900,000 $25,099,302
Officer
W. Dave Dowrich
241.3498 7.5266 407.4396 6
41.2627
Senior Executive Vice President and
$1,317,995 $41,103 $2,225,000 $3,893,754
Chief Financial Officer
Jose Minaya
3,311.6298 736.3102 892.7047 3
,468.0243
Senior Executive Vice President and
$18,084,586 $4,020,940 $4,875,000 $21,057,880
Chief Executive Officer, Nuveen
John Douglas
1,226.8789 464.2339 416.5955 1,
179.2405
Senior Executive Vice President and
$6,699,903 $2,535,150 $2,275,000 $7,160,361
Chief Legal, Risk & Compliance Officer
Sastry Durvasula
394.8992 232.2937 434.9074 59
7.5130
Senior Executive Vice President and
$2,156,518 $1,268,540 $2,375,000 $3,628,105
Chief Information & Client Services Officer
Executive compensation – Compensation tables and supplemental information
Compensation disclosures 29
Nonqualified defined contribution and other deferred compensation plans
As of fiscal year, ended December 31, 2023
The amounts in the table below result from the NEOs’ participation in the following plans: Equalization Plan, Excess Plan and VEDCP.
1
1
NEO contributions consist of amounts deferred by the NEOs into the Excess Plan and VEDCP. The amounts included above related to the NEOs’ contributions to the Excess Plan, is
also included for the 2023 performance year in the Summary Compensation Table.
2
Company contributions consist of Company-provided credit to the Equalization Plan and the Excess Plan on behalf of the NEOs. These amounts are also included for the 2023
performance year under the Summary Compensation Table.
3
Balances include NEO and Company contributions that have previously been reported in the Summary Compensation Table for prior performance years:
Ms. Duckett: $179,685
Mr. Dowrich: $49,120
Mr. Minaya: $14,532,440
Mr. Douglas: $52,850
Mr. Durvasula: $17,642
Executive compensation – Compensation tables and supplemental information
Compensation disclosures 30
Payments and benefits triggered by termination
The amount of compensation (if any) that is payable to the NEOs upon termination of employment depends on the nature and circumstances
under which employment is ended.
Severance plan eligible termination of employment
All NEOs are eligible for severance benefits under the TIAA Severance Plan (“Severance Plan”) on the same terms as applicable to all Company
associates. Associates who have their employment terminated involuntarily because their positions are eliminated or relocated, or their job
duties change due to Company reorganization, may qualify for severance benefits under the Severance Plan. Benefits under the Severance Plan
include (1) a cash payment equal to the eligible associate’s weekly salary plus (for those associates who participate in the Company’s medical
plan) Company subsidized healthcare coverage under COBRA for a period of up to twelve (12) months and (2) a prorated portion of the eligible
associate’s prior year annual cash award. Furthermore, any outstanding performance units awarded under the LTPP will continue to vest in
accordance with the original vesting schedule applicable to the awards, and subsidized post-employment medical coverage will be provided for
a period of time. Severance benefits are contingent on the associate signing a release agreement with such other terms as determined by the
Company.
Resignation
If a NEO voluntarily resigns from the Company, no annual cash award is payable and no amounts under the LTPP will be payable unless the NEO
meets the retirement requirements under that plan at the time of termination. The NEO may be entitled to receive benefits from the Retirement
Plan, the Retirement Benefit Equalization Plan, the 401(k) Plan and the 401(k) Excess Plan to the extent those benefits have been earned under the
provisions of the respective plan and he or she has met the vesting requirements. In addition, the NEO would be entitled to receive any amounts
deferred (and the earnings thereon) under the VEDCP. However, if it is determined that the NEO violated Company policy after resignation of
employment, all outstanding LTPP awards will be forfeited regardless of whether the NEO qualifies for retirement under that plan.
Termination by the Company not meeting severance plan eligibility
If a NEO’s employment is involuntarily terminated by the Company under circumstances that do not meet the eligibility provisions of the Severance
Plan, the NEO is entitled to the same payments described above in the event of a resignation.
Change in control
The Company has no post-employment compensation programs designed to provide benefits upon the change in control of the Company. In
addition, none of the Company’s compensation and benefit plans contain provisions for payments in connection with a change in control. As
such, no separate column is shown for this category on the Payments and Benefits Triggered by Termination Table on page 32.
Other arrangement
Ms. Duckett
Under the terms of Ms. Duckett’s employment agreement, she is entitled to termination payments in the event her employment is terminated
by the Company without “cause” or if she resigns for “good reason” (both terms are narrowly defined and consistent with market practices),
subject to her execution of a release (consistent with the company’s standard practice). Upon a termination for either of these reasons, Ms.
Duckett would be entitled to receive: (1) twelve months of base salary, (2) for any completed performance year for which variable
compensation has not been granted, a cash payment equal to the initial award value of the last variable compensation award made, and (3) a
cash payment equal to her then-current target direct compensation opportunity (which will not be less than $14,000,000) reduced by any
base salary payments made in that year. In addition, Ms. Duckett is entitled to continued vesting of any outstanding LTPP awards and unpaid
buyout awards if she is terminated for either of these reasons.
Executive compensation – Compensation tables and supplemental information
Compensation disclosures 31
Discussion of potential payments triggered by termination
The values set forth on the Payments and Benefits Triggered by Termination Table on page 32 specify the additional compensation that would
have been payable to each of the NEOs if employment had been terminated as of December 31, 2023, under various scenarios (generally
corresponding to those described above).
The amounts specified on the table on page 32 are exclusive of any compensation that was vested as of the termination date, including any
vested NEO or Company contributions to the Company’s various retirement programs. These amounts are not listed in the table.
The NEOs are generally eligible for benefits under the Severance Plan in the event of an applicable termination of employment. With respect to
payments shown for “Severance Plan Eligible” terminations:
■
Amounts listed under “Vesting of Previously Granted LTPP Awards” represent the value of previously granted LTPP awards held by the
NEOs as of December 31, 2023, that will remain outstanding and continue to vest due to termination of employment and which would
otherwise have been forfeited upon termination of employment (other than due to death or disability).
■
Amounts listed under “Other Cash Payment” reflect the portion of the Severance Plan benefit that is based on salary level and years of
service or other cash payment relating to termination arrangements.
■
Amounts listed under “Annual Cash Award” reflect the portion of the Severance Plan benefit that is based on a prorated amount of the
annual cash award paid in February of the current year.
In the event of termination of employment due to death or disability, all previously granted LTPP awards held by all NEOs as of December 31,
2023, would vest in accordance with LTPP as listed in the “Vesting of Previously Granted LTPP Awards” column.
Executive compensation – Compensation tables and supplemental information
Compensation disclosures 32
Payments and benefits triggered by termination
As of December 31, 2023
Thasunda Brown Duckett
Reason for Termination
Vesting of
previously granted
LTPP Awards
1,2
Other Cash
Payment
3
Annual Cash
Award
4
TOTAL
($)
By Executive - Voluntary Resignation -- -- -- --
By TIAA - Per Employment Agreement 25,099,302 1,000,000 16,000,000 42,099,302
Death 25,099,302 -- -- 25,099,302
Disability
25,099,302 -- -- 25,099,302
W. Dave Dowrich
Reason for Termination
Vesting of
previously granted
LTPP Awards
1,2
Other Cash
Payment
3
Annual Cash
Award
4
TOTAL
($)
By Executive - Voluntary Resignation -- -- -- --
By TIAA - Severance Plan Eligible 3,893,754 138,462 1,668,750 5,700,966
By TIAA - Not Severance Eligible -- -- -- --
Death 3,893,754 -- -- 3,893,754
Disability
3,893,754 -- -- 3,893,754
Jose Minaya
Reason for Termination
Vesting of
previously granted
LTPP Awards
1,2
Other Cash
Payment
3
Annual Cash
Award
4
TOTAL
($)
By Executive - Voluntary Resignation -- -- -- --
By TIAA - Severance Plan Eligible 6,175,930 750,000 3,656,250 10,582,180
By TIAA - Not Severance Eligible -- -- -- --
Death 6,175,930 -- -- 6,175,930
Disability 6,175,930 -- -- 6,175,930
John Douglas
Reason for Termination
Vesting of
previously granted
LTPP Awards
1,2
Other Cash
Payment
3
Annual Cash
Award
4
TOTAL
($)
By Executive - Voluntary Resignation -- -- -- --
By TIAA - Severance Plan Eligible -- 230,769 1,706,250 1,937,019
By TIAA - Not Severance Eligible -- -- -- --
Death -- -- -- --
Disability -- -- -- --
Sastry Durvasula
Reason for Termination
Vesting of
previously granted
LTPP Awards
1,2
Other Cash
Payment
3
Annual Cash
Award
4
TOTAL
($)
By Executive - Voluntary Resignation -- -- -- --
By TIAA - Severance Plan Eligible 3,628,105 138,462 1,781,250 5,547,817
By TIAA - Not Severance Eligible -- -- -- --
Death 3,628,105 -- -- 3,628,105
Disability 3,628,105 -- -- 3,628,105
Executive compensation – Compensation tables and supplemental information
Compensation disclosures 33
1 “
Vesting of Previously Granted LTPP Awards” reflects the value of previously granted LTPP Awards held by the NEOs that are payable following a termination that is (a) Severance
Plan eligible, (b) not Severance Plan eligible (not including misconduct), pursuant to the terms of the LTPP which otherwise would have been forfeited upon termination of
employment. The values corresponding to Severance Plan eligible terminations represent the value of LTPP awards that would otherwise have been forfeited upon termination of
employment.
2
Under the terms of the LTPP, due to Messrs. Douglas and Minaya meeting certain age and years of service thresholds, both are eligible to continue vesting in their outstanding
LTPP units following a voluntary termination of employment from the Company. As of December 31, 2023, the outstanding LTPP units had a value of $7,160,361 for Mr. Douglas
and $21,057,880 for Mr. Minaya. Mr. Minaya’s amount includes his LTPP retention awards granted in 2021 (amount shown in the above table) in connection with the CEO
transition. His retention award is subject to the terms and conditions of the LTPP but will not continue to vest upon voluntary termination of employment. Absent a Severance
Plan eligible termination of employment, in order for Mr. Minaya to receive his retention award he must remain continuously employed through the vesting date.
3
“Other Cash Payment” reflects the amounts payable under the Severance Plan that are based on the NEO’s years of service and salary level, for Messrs. Dowrich, Minaya, Douglas
and Durvasula. For Ms. Duckett, the amount displayed reflects what is payable as outlined in more detail on page 30.
4
“Annual Cash Award” reflects the component of the Severance Plan based on the annual cash award paid in February 2023 (a pro-rated portion of 75% of such amount for the
Severance Plan). For Ms. Duckett, the amount displayed reflects what is payable as cash as outlined in employment agreement (more detail on page 30).
Executive compensation – Compensation tables and supplemental information
Compensation disclosures 34
CEO Pay Ratio Analysis
The table below summarizes the 2023 total compensation of the Company’s CEO, the 2023 annual total compensation of its median associate
and the ratio of the annual total compensation of the CEO to that of the median associate as of December 31, 2023:
1
Annual total compensation includes an amount representing employer cost of medical, dental, and other insurance premiums offered under the Company’s broad-based benefit
programs (see below).
Methodology
Our CEO pay ratio is calculated in a manner consistent with SEC rules. Our methodology and process is explained below:
•
Determine Associate Population:
The global associate population as of December 31, 2023, employed by TIAA and its majority-owned
subsidiaries was 15,882 (excluding the CEO). All associates were included in the analysis for purposes of identifying the median
associate.
•
Identify the Median Associate:
The Company used a consistently applied compensation measure to determine the annual total cash
(salary plus cash bonus and commissions for the 2023 performance year) of all associates for purposes of identifying the median
associate. For newly hired full-time associates, salaries were annualized, and full target performance year 2023 cash bonuses (where
available) were used in order to provide an annualized view of total compensation, consistent with the SEC rules. Annual total
compensation for non-U.S. associates was converted to U.S. dollars using the average annual exchange rate for 2023 for each
jurisdiction, but no cost-of-living or other adjustments were made.
•
Calculate CEO Pay Ratio:
Annual total compensation was calculated for the median associate as represented in the methodology from
the Summary Compensation Table. For the CEO, Ms. Duckett, the methodology reflects her actual 2023 compensation from the
Summary Compensation Table, consistent with SEC guidelines. In addition, given the importance of our health and welfare benefits to
the total rewards package offered to associates, we have included the 2023 employer cost of medical, dental, and other insurance
premiums for the CEO and the median associate, as provided for under the SEC rules (for purposes of calculating the CEO pay ratio, SEC
rules permit the inclusion of benefits made available to associates broadly, such as medical and other insurance benefits). The annual
total compensation of the median associate was compared to the annual total compensation of our CEO to determine our CEO pay ratio
for 2023.
•
Supplemental CEO Pay Ratio:
A supplemental view has been included to provide an additional reference point that captures Ms.
Duckett’s 2022 and 2023 compensation on an annualized basis including salary, variable compensation, and other compensation, while
excluding the cash award provided in 2022 to replace forfeited compensation with her former employer. No change was made to the
median associate compensation in this scenario.
The Company believes this ratio is a reasonable estimate, based on the methodology described above. Given the different methodologies,
exclusions, estimates, and assumptions other companies may use to calculate their respective CEO pay ratios, as well as differences in
employment and compensation practices between companies, the estimated ratio above may not be comparable to that reported by other
companies.
Compensation disclosures 35
TIAA Human Resources Committee processes and procedures
TIAA Human Resources Committee processes and procedures
The Committee is a standing committee of the Board, established to provide oversight of the Company’s compensation programs and human
resources policies. The Committee’s authority, structure and responsibilities are set forth in its charter (available on the Company’s website at
“Governance documents”).
Scope of authority
The Committee’s specific responsibilities include the following:
■
Recommending the annual election of the CEO, President, Chief Financial Officer, and the other executive and principal officers to the
Board for approval;
■
Reviewing the annual goals for the CEO; evaluating the performance of the CEO against those objectives; and, after considering
comparative data and other relevant information, recommending the CEO’s annual compensation to the
Board for approval;
■
After considering the advice of the CEO and other relevant information as appropriate, such as comparative data and performance
evaluations, recommending to the Board for approval the compensation for (1) the other executive and principal officers of the Company,
(2) any salaried employee of the Company if the compensation to be paid to such employee is equal to, or greater than, the compensation
received by any executive or principal officer of the Company and (3) any senior executive of the Company’s operating subsidiaries as the
Board may require from time to time;
■
Appointing officers other than executive and principal officers and recommending the annual compensation of other appointed officers to
the Board for approval;
■
Reviewing the compensation (including incentive and severance), pension and benefit policies and plans that relate to employees of the
Company and its operating subsidiaries;
■
Ensuring that management has established appropriate incentives that appropriately balance risk and reward and that integrate risk
management and compliance objectives into the management goals and compensation structures across
the organization;
■
Approving the annual TIAA report on executive compensation;
■
Periodically reviewing policies adopted by management to manage the risks associated with human capital;
■
Periodically reviewing the Company’s recruitment, development, promotion, and retention programs;
■
Periodically reviewing the composition of the Company’s workforce in terms of diversity and equal opportunity; and
■
Annually reviewing employee memberships on outside boards in accordance with the Company’s Policy on Participation on Outside Boards
of Directors.
Role of management
Management’s role in the process of determining the amount and/or form of compensation is described in detail in the CD&A. The key
elements of management’s role are to develop and recommend an overall compensation philosophy, propose detailed plans and programs that
constitute the organization’s compensation and benefits package, propose appropriate performance measures and targets to be used to
establish overall and individual compensation levels, and compile competitive benchmark data to assess the Company’s programs against the
competitive labor market.
Compensation disclosures 36
Independent Trustee Compensation
TIAA Board of Trustees
Our Board strives to maintain a highly independent, balanced, and diverse set of Trustees, representing a wide breadth of experience and
perspectives that balances the institutional knowledge of longer-tenured Trustees with the fresh perspectives brought by newer Trustees. The
below charts highlight the gender representation and average tenure of our 12 independent Trustees as of December 31, 2023:
Compensation disclosures 37
Independent Trustee Compensation
Independent Trustee compensation
Program overview
Compensation for independent Trustees of the Company is designed to align pay with the interests of the Company’s participants, and to
attract individuals who have the required background, experience, and functional expertise to provide strategic direction and oversight to the
Company. Trustee compensation is recommended by the Board’s Nominating and Governance Committee in consultation with an independent
compensation consultant and approved by the Board. Compensation levels are benchmarked against comparable companies in the asset
management, insurance and diversified financial services industries. The components of compensation consist of a combination of current
cash compensation and long-term deferred compensation. The long-term component, which requires deferral of compensation until after
completion of tenure as a Trustee, is designed to align the interests of Trustees with those of participants, by linking the value of the long-term
award to many of the same investment options provided to participants.
Trustees may elect to defer up to 100% of their fees under a voluntary non-qualified deferred compensation plan. They also receive automatic
contributions from the Company into a long-term compensation plan. Amounts under both plans may be allocated by the Trustee to notional
investments whose performance results parallel that of the options in the Company’s qualified employee retirement plans. The actual value of
these accounts may increase or decrease depending on the investment performance of the corresponding notional investments. Trustee members
receive no preferential earning opportunity on their deferred compensation balances. As is the case with the associate VEDCP, all earnings are
based on market rates.
Compensation tables and supplemental information
The following tables and supplemental information provide details regarding the compensation of the Trustees of the TIAA Board.
1 Trustees are not paid separate fees for attending meetings of the Board and its standing Committees. However, meeting fees, in the amount of $2,000 per meeting, may be paid to
Trustees (excluding the Chair) for attending ad hoc committee meetings. Meeting fees are generally paid beginning with the third meeting of such committee the Trustee attends (but
no more than ten meetings). Chair retainers are also paid for ad hoc committee work, the amount of which depends on the nature and extent of committee work entailed.
Compensation component 2023
Basic Annual Retainer
$175,000
Long-Term Compensation Plan Award $175,000
TIAA Chairman Annual Retainer $250,000
Audit, Risk & Compliance Committee Chair Annual Retainer $30,000
Other Committee Chair Annual Retainer $25,000
Per meeting fee
(1)
See below footnote
Compensation disclosures 38
Independent Trustee Compensation
Components of trustee compensation
Trustee compensation table
For the fiscal year ending December 31, 2023
___________________________________
1
Tenure reflects the year in which service as a Trustee began.
2
These amounts include fees earned during the fiscal year that were either paid in cash or voluntarily deferred at the election of the Trustee.
3
These amounts reflect awards made under the Long-Term Compensation Plan in 2023.
4
In addition to their service on the Board, Mses. Hess and Sharan, served on the TIAA, FSB Board of Directors (the “Bank Board”) until July 2023. Each of these individuals received an
annual retainer of $75,000 pro-rated for 2023 totaling $43,750 and received a long-term deferred compensation award of $80,000 pro-rated for 2023 totaling $46,667 for their
service on the Bank Board. The Bank Board also provided for retainers for either membership or chairmanship of a committee. For their service in 2023, Mses. Hess and Sharan
received additional committee chair retainers pro-rated for 2023 totaling $11,667 and $23,333, respectively. Ms. Sharan also began serving on the TIAA Trust, National Association
Board in May 2023. For her service in 2023 she received a pro-rated annual retainer of $40,083 and a pro-rated long-term deferred compensation award of $30,833.
Name Tenure
1
Fees Paid in Cash
or Deferred
($)
2
Long-term
Deferred
Compensation
($)
3
Total
($)
Priya Abani 2022 175,000 175,000 350,000
Samuel R. Bright 2022 175,000 175,000 350,000
Jason E. Brown 2021 205,000 175,000 380,000
Jeffrey R. Brown 2009 205,000 175,000 380,000
James R. Chambers 2015 425,000 175,000 600,000
Lisa W. Hess
4
2009 280,417 221,667 502,083
Edward M. Hundert 2005 200,000 175,000 375,000
Gina L. Loften 2022 175,000 175,000 350,000
Maureen O'Hara 2009 230,000 175,000 405,000
Ramona Romero 2023 175,000 175,000 350,000
Kim M. Sharan
4
2015 327,167 252,500 579,667
La June Montgomery Tabron 2022 175,000 175,000 350,000
Compensation disclosures 39
Independent Trustee Compensation
Board and Committee meetings
For the fiscal year ended December 31, 2023
Board / Committee Committee members Number of Meetings
Board of Trustees 7
Nominating & Governance Committee
Edward M. Hundert, Chair 6
James R. Chambers
La June Montgomery Tabron
Ramona E. Romero
Kim M. Sharan
Marta Tienda (retired July 6, 2023)
Audit Committee Jason E. Brown, Chair 5
Samuel R. Bright
Jeffrey R. Brown
Lisa W. Hess
La June Montgomery Tabron
Maureen O'Hara
Dorothy K. Robinson (retired July 6, 2023)
Human Resources Committee Kim M. Sharan, Chair 7
Priya Abani
Jason E. Brown
James R. Chambers
Edward M. Hundert
Gina L. Loften
Ramona E. Romero
Marta Tienda (retired July 6, 2023)
Corporate Governance & Social Responsibility Committee Maureen O'Hara, Chair 4
Priya Abani
Samuel R. Bright
Edward M. Hundert (joined July 6, 2023)
La June Montgomery Tabron
Dorothy K. Robinson (retired July 6, 2023)
Kim M. Sharan
Marta Tienda (retired July 6, 2023)
Investment Committee
Lisa W. Hess, Chair
5
Samuel R. Bright
Jeffrey R. Brown
Gina L. Loften
Maureen O'Hara
Executive Committee James R. Chambers, Chair 0
Jason E. Brown
Jeffrey R. Brown
Thasunda Brown Duckett
Lisa W. Hess
Edward M. Hundert
Maureen O'Hara
Kim M. Sharan
Compensation disclosures 40
Independent Trustee Compensation
Board / Committee Committee members Number of Meetings
Risk and Compliance Committee
Jeffrey R. Brown, Chair
4
Priya Abani
Jason E. Brown
James R. Chambers
Thasunda Brown Duckett
Lisa W. Hess
Edward M. Hundert (left July 6, 2023)
Gina L. Loften
Dorothy K. Robinson (retired July 6, 2023)
Ramona E. Romero
Real Estate Account Subcommittee
Lisa W. Hess, Chair
2
Samuel R. Bright
Jeffrey R. Brown
Gina L. Loften
Maureen O'Hara
Compensation disclosures 41
Independent Trustee Compensation
Trustee deferred compensation balances and earnings
As of the fiscal year ended December 31, 2023
1
The Company believes that more contextual information is needed to fully understand the earnings amounts disclosed in the “Earnings on
Deferred Compensation” column of the Trustee compensation table. As a result, an additional table has been provided below—the Trustee
deferred compensation balances and earnings table. This table provides information on the underlying deferred compensation balances that
generated the earnings reported in the Trustee compensation table.
1
Tenure reflects the year in which service as a Trustee began.
2
The amounts shown are December 31, 2022, cumulative year-end balances.
3
The amounts shown reflect all amounts voluntarily deferred as well as amounts deferred under the Long-Term Compensation Plan in 2023.
4
The amounts shown reflect earnings in 2023 on amounts voluntarily deferred and/or awarded under the Long-Term Compensation Plan.
5
The amounts shown reflect cumulative balances as of December 31, 2023.
6
In addition to their service on the Board, Mses. Hess and Sharan, served on the Bank Board until July 2023. Beginning in May 2023, Ms. Sharan began to serve on the TIAA Trust,
National Association Board. The amounts shown above include deferred amounts related to these individuals’ service on the Bank Board and for Ms. Sharan on the TIAA Trust, National
Association Board.
Name Tenure
1
Beginning Balance
($)
2
All Amounts
Deferred in 2023
($)
3
2023
Earnings on
Deferred
Compensation
($)
4
Total Deferred
Compensation
Balance
($)
5
Priya Abani 2022 104,656 1
75,000 40,651 320,307
Samuel R. Bright 2022 139,693 1
75,000 48,934 363,627
Jason E. Brown 2021 244,818 1
75,000 64,324 484,142
Jeffrey R. Brown 2009 2,850,922 1
75,000 422,509 3,448,431
James R. Chambers 2015 3,267,488 1
75,000 460,344 3,902,832
Lisa W. Hess
6
2009 6,907,538 5
02,083 728,816 8,138,437
Edward M. Hundert 2005 3,621,355 1
75,000 537,389 4,333,744
Gina L. Loften 2022 157,330 175,000 38,701 371,031
Maureen O'Hara 2009 6,343,142 4
05,000 1,160,532 7,908,674
Ramona Romero 2023 - 1
75,000 14,806 189,806
Kim M. Sharan
6
2015 2,414,280 252,500 394,107 3,060,887
La June Montgomery Tabron 2022 161,880 1
75,000 15,943 352,823
