Mark J. Czarniecki
About Mark J. Czarniecki
Mark J. Czarniecki is Vice President and Assistant Secretary of Nuveen Real Estate Income Fund (JRS). He has served as an officer in the Nuveen fund complex since 2013 and holds multiple senior legal and corporate secretary roles across Nuveen/TIAA affiliates, including Managing Director and Associate General Counsel at Nuveen; Managing Director and Assistant Secretary at Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; and Managing Director, Associate General Counsel and Assistant Secretary at Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC. He was born in 1979 and is based in Minneapolis (901 Marquette Avenue), with an indefinite term of office; fund officers are elected annually by the Board to serve until successors are elected and qualified . As a fund officer, he receives no compensation from JRS (officers are paid by the Adviser), and the proxy provides no individual performance metrics tied to his compensation .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Nuveen (parent) | Managing Director and Associate General Counsel | Past 5 years | Senior legal leadership within Nuveen fund complex |
| Nuveen Securities, LLC | Managing Director and Assistant Secretary | Past 5 years | Corporate secretary/records and governance functions |
| Nuveen Fund Advisors, LLC | Managing Director and Assistant Secretary | Past 5 years | Fund governance and administration support |
| Nuveen Asset Management, LLC | Managing Director, Assistant Secretary and Associate General Counsel | Past 5 years | Legal and fund governance support |
| Teachers Advisors, LLC | Managing Director, Associate General Counsel and Assistant Secretary | Past 5 years | Legal/secretary roles for TIAA-advised funds |
| TIAA-CREF Investment Management, LLC | Managing Director, Associate General Counsel and Assistant Secretary | Past 5 years | Legal/secretary roles for TIAA-advised funds |
External Roles
| Organization | Role | Years | Evidence |
|---|---|---|---|
| Various Nuveen/TIAA funds (’40 Act filings) | Vice President and Secretary (or Vice President) | 2025 | Signed 40-17G filings as “Vice President and Secretary” / “Vice President” for Nuveen funds |
Fixed Compensation
| Item | Detail |
|---|---|
| Fund-paid officer compensation | The Funds have no employees; officers serve without any compensation from the Funds |
| Who pays officer compensation | Compensation (e.g., salary/incentive) is paid by the Adviser (Nuveen Fund Advisors, LLC); Funds reimburse an allocable portion of the CCO’s incentive compensation only |
| Officer fee disclosure | No fund-level disclosure of Mr. Czarniecki’s base salary, target/actual bonus, equity, or perquisites (not paid by JRS) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for fund officers | — | — | — | — | — |
Officers receive no compensation from the Funds; any performance pay would be at the Adviser and is not disclosed in JRS filings .
Equity Ownership & Alignment
| Measure | JRS |
|---|---|
| Common shares outstanding (record date Feb 18, 2025) | 28,892,471 |
| Board members and executive officers as a group – beneficial ownership | Less than 1% of outstanding shares of each Fund |
| Board members and officers as a group – JRS shares | 1,344 shares |
| Individual officer (Mr. Czarniecki) JRS holdings | Not individually disclosed |
| Pledging/hedging by officers | Not disclosed |
Notes:
- Board-level ownership guideline exists for Board Members (invest at least one year of Board compensation across fund complex), but no such guideline is disclosed for officers .
Employment Terms
| Term | Detail |
|---|---|
| Title | Vice President and Assistant Secretary |
| Term of office | Indefinite; officers elected annually by the Board to serve until successors are elected and qualified |
| Length of service (Fund officer) | Since 2013 |
| Business address | 901 Marquette Avenue, Minneapolis, MN 55402 |
| Year of birth | 1979 |
| Contract, severance, change-of-control | Not disclosed in JRS filings |
| Non-compete, non-solicit, garden leave, consulting | Not disclosed in JRS filings |
Risk Indicators & Governance Context
- Section 16(a) compliance: The Funds state their Board Members and officers, the Adviser and affiliated persons complied with all applicable Section 16(a) filing requirements during the last fiscal year and the previous fiscal year .
- Board independence/governance: JRS operates under a unitary independent Board with standing committees (Audit; Compliance, Risk Management and Regulatory Oversight; Investment; Dividend; Nominating and Governance; Closed-End Fund), though officers (including Mr. Czarniecki) receive no compensation from the Funds and are not Trustees .
Investment Implications
- Pay-for-performance alignment: Because JRS officers receive no compensation from the Fund and officer compensation resides at the Adviser (undisclosed), there is limited direct, fund-level pay-for-performance linkage for Mr. Czarniecki; no fund-level equity grants, options, or vesting schedules are disclosed .
- Insider selling pressure/trading signals: Individual officer share ownership and transactions for Mr. Czarniecki are not disclosed in the proxy; aggregate Board/officer holdings in JRS are small (group holds 1,344 shares; <1% overall), implying minimal potential selling pressure from fund awards (none disclosed) .
- Retention/continuity: Tenure as fund officer since 2013 and simultaneous senior legal/secretarial roles across Nuveen/TIAA affiliates suggest continuity in fund governance operations; no severance or change-of-control economics are disclosed at the fund level that would create near-term incentives or risks .
- Governance/controls: Centralized governance via an independent Board and multiple oversight committees, combined with routine Section 16 compliance, reduces governance red flags related to officer reporting or fund-level conflicts; no pledging/hedging disclosures for officers were provided .