Loren Starr
About Loren M. Starr
Independent Board Member of the Nuveen closed‑end funds, including Nuveen Mortgage & Income Fund (JLS). Year of birth: 1961. Term: Class III Board Member with term expiring at the 2027 annual shareholder meeting; “Length of Service: Since 2022” per Board table, while a separate section notes he “joined the Board of each Fund other than Multi‑Market Income in 2024” and serves as a consultant to the Multi‑Market Income fund’s Board since 2024 . Former Vice Chair/Senior Managing Director (2020–2021) and Chief Financial Officer/Senior Managing Director (2005–2020) at Invesco Ltd.; currently a Director and Audit Committee Chair at AMG; degrees include B.A. and B.S. (Columbia College), M.B.A. (Columbia Business School), and M.S. (Carnegie Mellon University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco Ltd. | Chief Financial Officer, Senior Managing Director | 2005–2020 | Senior finance leadership; public company CFO experience |
| Invesco Ltd. | Vice Chair, Senior Managing Director | 2020–2021 | Executive leadership, capital markets oversight |
| Georgia Leadership Institute for School Improvement (GLISI) | Chair and Board Member | 2014–2021 (former) | Governance leadership at nonprofit |
| Georgia Council on Economic Education (GCEE) | Chair and Board of Trustees Member | 2014–2018 (former) | Governance leadership at nonprofit |
| College Retirement Equities Fund (CREF) | Trustee | 2022–2023 (former) | Oversight of large investment complex |
| TIAA Separate Account VA‑1 | Management Committee Member | 2022–2023 (former) | Investment vehicle oversight |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| AMG | Director | 2023 | Public company directorship; independent |
| AMG | Audit Committee Chair | 2024 | Financial oversight leadership |
Board Governance
- Independence: The proxy states all nominees and current Board Members, including Mr. Starr, are not “interested persons” under the 1940 Act and are deemed Independent Board Members .
- Audit Committee: Member for all Funds other than Multi‑Market Income; designated an “audit committee financial expert” by the Board .
- Nominating & Governance Committee: Member for all Funds other than Multi‑Market Income .
- Investment Committee: Member for all Funds other than Multi‑Market Income .
- Closed‑End Fund Committee: Member for all Funds other than Multi‑Market Income .
- Dividend Committee: Member for all Funds other than Multi‑Market Income .
- Attendance: Each Board Member attended at least 75% of the Board and applicable committee meetings during the last fiscal year .
- JLS meeting cadence (last fiscal year): Regular Board 5; Special Board 9; Executive Committee 5; Dividend 10; Compliance/Risk 5; Audit 14; Nominating & Governance 5; Investment 4; Closed‑End Fund 4 .
Fixed Compensation
- Structure (effective Jan 1, 2024; increases as of Jan 1, 2025):
- Annual retainer: $350,000; Chair/Co‑Chair of Board additional $140,000, rising to $150,000 in 2025 .
- Committee membership annual retainers (2024 → 2025): Audit $30,000 → $35,000; Compliance/Risk $30,000 → $35,000; Investment $20,000 → $30,000; Dividend $20,000 → $25,000; Nominating & Governance $20,000 → $25,000; Closed‑End Funds $20,000 → $25,000 .
- Committee chair additional retainers (2024 → 2025): Audit & Compliance/Risk $30,000 → $35,000; Investment $20,000 → $30,000; Dividend, Nominating & Governance, Closed‑End Funds $20,000 → $25,000 .
- Ad hoc Board/Committee meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committees: chair/co‑chair quarterly fee starting $1,250; members quarterly fee starting $5,000 .
- Prior structure (pre‑2024) for reference: $210,000 annual retainer plus per‑meeting fees differentiated by committee and meeting type .
| Measure | Amount/Status |
|---|---|
| Aggregate compensation allocated from JLS (last fiscal year) to Loren M. Starr | $283 |
| Aggregate compensation from funds in the Fund Complex paid to Loren M. Starr (last fiscal year) | $479,750 |
| Deferred Compensation Plan availability (book‑reserve linked to eligible Nuveen funds) | Available to Independent Board Members; distributions lump sum or over 2–20 years |
Performance Compensation
- The Funds do not grant equity (RSUs/PSUs/options) or performance‑based incentives to Independent Board Members; compensation is via cash retainers/fees and optional deferred compensation; no performance metrics apply .
| Performance Metric | Weight/Target | Payout Linkage |
|---|---|---|
| None disclosed for Independent Board Members | N/A | N/A |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Noted |
|---|---|---|---|
| AMG | Director | Audit Committee Chair | None disclosed with JLS/Nuveen/TIAA |
| CREF (former) | Trustee (2022–2023) | — | Former role; not current |
| TIAA Separate Account VA‑1 (former) | Management Committee (2022–2023) | — | Former role; not current |
Expertise & Qualifications
- Financial expertise: Former public company CFO (Invesco); designated Audit Committee financial expert for the Funds .
- Education: B.A. and B.S. (Columbia College), M.B.A. (Columbia Business School), M.S. (Carnegie Mellon University) .
- Governance experience: Audit Committee Chair at AMG; prior nonprofit board leadership (GLISI, GCEE) .
Equity Ownership
| Item | JLS (Mortgage & Income) | Notes |
|---|---|---|
| Shares beneficially owned by Loren M. Starr | 0 | Individual beneficial ownership in each Fund <1% of outstanding shares as of Feb 18, 2025 |
| Dollar range of equity securities in JLS | $0 | — |
| Aggregate dollar range across the family of investment companies overseen | Over $100,000 (includes CREF and/or VA‑1 holdings context) | Footnote clarifies inclusion due to CREF/VA‑1 board roles as of Dec 31, 2023 |
| Shares pledged/hedged | Not disclosed | No pledging/hedging disclosure noted |
| Section 16 compliance | In compliance; no delinquent filings reported | Funds state applicable persons complied during last fiscal year and previous fiscal year |
Governance Assessment
- Strengths
- Independent director with deep finance background; designated audit committee financial expert; serves on Audit, Nominating & Governance, Investment, Closed‑End Fund, and Dividend Committees (for all Funds other than Multi‑Market Income) .
- Attendance threshold met (≥75%) across Board/committees last fiscal year, indicating engagement .
- No related‑party or affiliated transactions disclosed for Mr. Starr; Section 16 compliance affirmed by the Funds .
- Watch items
- Zero share ownership in JLS (and many other Funds) may be viewed as limited direct “skin‑in‑the‑game,” though Board’s deferred compensation plan allows economic alignment via fund‑linked deferral accounts .
- Consulting arrangement for a different Nuveen fund (Multi‑Market Income) is disclosed and compensated pursuant to a consulting agreement; not a trustee there—note from an optics perspective though independence at JLS is affirmed .
- Director compensation levels increased in 2025 (retainers and chair fees), reflecting rising workload/complexity; monitor for pay‑for‑responsibility alignment and investor sentiment in future proxies .
Term/tenure note: The Board member table lists “Length of Service: Since 2022,” while a biographical section states Mr. Starr “joined the Board of each Fund other than Multi‑Market Income in 2024” and has served as a consultant to the Multi‑Market Income Board since 2024; both disclosures are presented verbatim here for completeness .