Jeremy D. Franklin
About Jeremy D. Franklin
Jeremy D. Franklin (born 1983) serves as Vice President and Assistant Secretary of NPFD, with a term of office designated as indefinite and length of service since 2024. He is a Managing Director and Assistant Secretary of Nuveen Fund Advisors, LLC and holds associate general counsel and assistant secretary roles across Nuveen Asset Management, Teachers Advisors, LLC, TIAA-CREF Investment Management, LLC, TIAA, TIAA Separate Account VA-1, and the College Retirement Equities Fund; education information is not disclosed. Officers receive no compensation from the Funds and are elected annually by the Board to serve until successors are elected and qualified; fund-level performance metrics tied to officer compensation are not disclosed in the proxy. As of February 18, 2025, Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund, and individual board member dollar-range holdings in NPFD’s Variable Rate Preferred & Income Fund are disclosed as $0.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuveen Fund Advisors, LLC | Managing Director and Assistant Secretary | Past 5 years (not separately dated) | Senior legal and governance support across fund complex operations and filings |
| Nuveen Asset Management, LLC | Vice President, Associate General Counsel and Assistant Secretary | Past 5 years (not separately dated) | Legal oversight supporting asset management, fund governance documentation |
| Teachers Advisors, LLC | Vice President, Associate General Counsel and Assistant Secretary | Past 5 years (not separately dated) | Legal advisory for mutual funds within TIAA complex |
| TIAA-CREF Investment Management, LLC | Vice President, Associate General Counsel and Assistant Secretary | Past 5 years (not separately dated) | Legal and compliance structuring for investment management platforms |
| Teachers Insurance and Annuity Association of America (TIAA) | Vice President and Associate General Counsel | Past 5 years (not separately dated) | Enterprise legal counsel supporting multi-entity fund governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TIAA Separate Account VA-1 | Vice President, Associate General Counsel, and Assistant Secretary | Past 5 years (not separately dated) | Legal governance for annuity separate account |
| College Retirement Equities Fund (CREF) | Vice President, Associate General Counsel, and Assistant Secretary | Past 5 years (not separately dated) | Legal governance for retirement funds |
| TIAA-CREF Funds and TIAA-CREF Life Funds | Vice President and Assistant Secretary | Past 5 years (not separately dated) | Legal and assistant secretary functions for mutual fund complexes |
Fixed Compensation
| Item | NPFD Disclosure | Notes |
|---|---|---|
| Officer compensation from NPFD | $0 | Officers receive no compensation from the Funds; officers are elected annually to serve until successors are elected and qualified |
| Chief Compliance Officer (CCO) compensation | Paid by Adviser; Funds reimburse allocable portion of incentive comp | The CCO’s compensation comprises base salary and incentive compensation paid by the Adviser, with Board input; reimbursement mechanism applies to incentive compensation only |
Performance Compensation
No performance-based compensation metrics tied to NPFD officers (including revenue, EBITDA, TSR, or ESG targets) are disclosed; NPFD officers do not receive compensation from the Funds, and incentive frameworks are described only for the CCO paid by the Adviser.
Equity Ownership & Alignment
| Measure | NPFD (Variable Rate Preferred & Income) | Context |
|---|---|---|
| Individual Board Member dollar-range holdings | $0 for all listed Board Members | Appendix A reports $0 dollar-range for Board Members in NPFD Variable Rate Preferred & Income |
| Group beneficial ownership | <1% of outstanding shares | As of February 18, 2025, Board Members and executive officers as a group owned less than 1% of each Fund’s shares |
| Officer individual holdings | Not individually disclosed | Only group-level officer holdings are reported; individual officer ownership not provided |
| Ownership guideline (Board) | Expected to invest at least one year of compensation | Governance principle applies to Board Members across the fund complex; not specified for officers |
- No pledging, hedging, or insider trading policy specifics are disclosed for officers; compliance and risk oversight is addressed via the Compliance, Risk Management and Regulatory Oversight Committee.
Employment Terms
| Term | NPFD Disclosure | Detail |
|---|---|---|
| Title | Vice President and Assistant Secretary | Officer of the Funds |
| Term of office | Indefinite | Officers elected annually and serve until successors are elected and qualified |
| Length of service | Since 2024 | As reported in officer table |
| Contract term, severance, change-of-control, clawbacks | Not disclosed | No employment agreement or parachute provisions disclosed for officers |
Additional Governance Context (Board-level, for fund operations)
- Committees (Audit; Compliance, Risk Management and Regulatory Oversight; Nominating and Governance; Investment; Closed-End Fund) operate under written charters and are composed of Independent Board Members; officers do not serve on these committees.
- The 8-K (Item 5.02) described board consolidation across Nuveen/TIAA fund complexes effective January 1, 2024 to improve efficiencies; officer-related compensatory arrangements were not disclosed therein.
Investment Implications
- Officer pay-for-performance alignment at NPFD is structurally limited at the fund level—officers receive no compensation from the Fund, and no fund-level equity grants, options, or vesting schedules are disclosed for officers—reducing direct incentive ties between officer compensation and NPFD TSR or distribution metrics.
- Insider selling pressure and near-term trading signals are minimal for NPFD’s officers given the absence of fund-based equity awards and the group-level beneficial ownership below 1% across funds, implying limited “skin-in-the-game” at NPFD specifically.
- Governance oversight relies on Independent Board committees with defined charters and a Board Member investment guideline (one year’s compensation), but no officer-specific ownership guideline or clawback disclosures are provided—investors should look through to Adviser-level policies for broader alignment and retention risk assessment.