Mark Czarniecki
About Mark Czarniecki
Vice President and Assistant Secretary of Nuveen Mortgage & Income Fund (JLS), serving since 2013. Born in 1979, he is a Managing Director and Associate General Counsel at Nuveen, with parallel officer roles across Nuveen Securities, Nuveen Fund Advisors, Nuveen Asset Management, Teachers Advisors, LLC, and TIAA‑CREF Investment Management . Officers of the Funds receive no compensation from the Funds; fund-level performance metrics (TSR, revenue/EBITDA growth) tied to his compensation are not disclosed in the proxy materials .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuveen Securities, LLC | Vice President; Assistant Secretary | 2016–2022 VP; since 2016 Assistant Secretary | Legal and governance support for Nuveen fund entities |
| Nuveen Securities, LLC | Managing Director | Since 2022 | Elevated senior legal and governance authority |
| Nuveen Fund Advisors, LLC | Vice President; Assistant Secretary | 2017–2022 VP; since 2017 Assistant Secretary | Adviser entity governance for Nuveen Funds |
| Nuveen Fund Advisors, LLC | Managing Director | Since 2022 | Senior leadership across fund adviser operations |
| Nuveen Asset Management, LLC | Vice President; Associate General Counsel; Assistant Secretary | 2018–2022 VP; since 2018 Assistant Secretary | Legal counsel and governance for asset management complex |
| Nuveen Asset Management, LLC | Managing Director | Since 2022 | Senior legal oversight and governance |
| Nuveen (parent) | Managing Director; Associate General Counsel | Since 2022 | Enterprise legal leadership across Nuveen/TIAA |
| Teachers Advisors, LLC | Managing Director; Associate General Counsel; Assistant Secretary | Not specified | Legal/governance roles for affiliated adviser entities |
| TIAA‑CREF Investment Management, LLC | Managing Director; Associate General Counsel; Assistant Secretary | Not specified | Legal/governance roles for affiliated adviser entities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy filings | – | – | – |
Fixed Compensation
Officers of the Funds are unpaid by the Funds; the CCO’s compensation is paid by the Adviser (Nuveen) and partially reimbursed by the Funds. No officer compensation for JLS is disclosed.
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Officer compensation paid by JLS ($) | $0 | $0 | $0 |
| Officers elected by Board; service until successors elected | Yes | Yes | Yes |
Performance Compensation
No incentive/bonus, equity award, or performance metric disclosure for Fund officers (including Mr. Czarniecki) in JLS proxy materials; officers receive no Fund-level pay .
Equity Ownership & Alignment
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| JLS Common Shares Outstanding | 5,476,626 | 5,476,626 | 5,476,626 |
| Board Members and Officers as a Group – JLS shares held | 66 | 499 | 499 |
| Group ownership disclosure threshold | Less than 1% of outstanding shares (each fund) | Less than 1% of outstanding shares (each fund) | Less than 1% of outstanding shares (each fund) |
- Individual officer (including Mr. Czarniecki) shareholdings are not itemized; only group totals are provided .
- Shares pledged/hedging: No pledging or hedging by officers is disclosed in proxy materials .
- Section 16(a) reporting: Funds indicate compliance (no delinquent filings) in the last fiscal years .
- Board (not officers) ownership principle: Each independent Board Member is expected to invest at least the equivalent of one year of compensation in the fund complex; this governance principle does not apply to officers .
Employment Terms
| Term | Detail |
|---|---|
| Officer Title | Vice President and Assistant Secretary of JLS |
| Year of Birth | 1979 |
| Length of Service | Officer since 2013 |
| Term of Office | Indefinite; officers elected annually; serve until successors are elected and qualified |
| Contract/Severance | Not disclosed for officers in proxy materials |
| Change-of-Control | Not disclosed |
| Non-compete/Non-solicit/Garden leave | Not disclosed |
| Clawbacks/Tax gross-ups | Not disclosed |
Investment Implications
- Alignment and selling pressure: With no Fund-paid officer compensation and only group-level shareholdings disclosed (499 JLS shares in 2024–2025; less than 1% as a group), insider selling pressure tied to Mr. Czarniecki’s Fund role appears minimal; individual officer holdings and any pledging are not disclosed .
- Retention risk: Officer term is indefinite and he has served since 2013 across multiple Nuveen/TIAA legal/governance roles; absence of disclosed severance/change-of-control terms limits analysis but long tenure suggests continuity in the Fund’s legal/administrative functions .
- Trading signals: Section 16(a) compliance and lack of disclosed insider pledging reduce governance red flags; board-level ownership expectations do not extend to officers, and proxies do not provide officer-level equity or performance pay details that typically inform pay-for-performance screens .
- Data gaps: No disclosure on base salary, target/actual bonus, RSUs/PSUs/options, vesting schedules, severance/change-of-control, or personal equity holdings for Mr. Czarniecki within JLS proxies—limiting direct pay-for-performance and alignment assessment at the officer level .