Loren M. Starr

About Loren M. Starr

Independent director (Class III nominee) of Nuveen Variable Rate Preferred & Income Fund (NPFD), serving on the Nuveen Funds unitary board since 2022. Former Vice Chair and long-tenured CFO of Invesco Ltd.; designated “audit committee financial expert.” Year of birth: 1961. Education: B.A. and B.S. from Columbia College; M.B.A. from Columbia Business School; M.S. from Carnegie Mellon University . He is deemed independent (not an “interested person”) of the Funds or the Adviser and has never been an employee/director of TIAA or Nuveen .

Past Roles

External Roles

Board Governance

• Status: Independent Board Member; Class III nominee for NPFD with a term expiring at the 2027 annual meeting if elected .
• Years on board: Since 2022 (Nuveen Funds unitary board) .
• Chair roles: None at NPFD; Independent Chair of the Nuveen Funds board is Robert L. Young .
• Attendance: Each Board Member attended at least 75% of board and committee meetings in the last fiscal year .

Fixed Compensation

• Structure (Independent Board Members; effective Jan 1, 2024; increases noted for Jan 1, 2025):
  • Annual Board retainer: $350,000; Chair $140,000 (increasing to $150,000 in 2025) .
  • Annual committee membership 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 retainers (2024 → 2025): Audit and Compliance/Risk $30,000 → $35,000; Investment $20,000 → $30,000; Dividend, Nominating & Governance, Closed-End Funds $20,000 → $25,000 .
  • Ad hoc meetings: $1,000 or $2,500 depending on length/immediacy; special assignment committees carry quarterly fees (chair starting at $1,250; members starting at $5,000) .
  • No pension/retirement plans; optional Deferred Compensation Plan available (deferrals credited to a notional account tracking eligible Nuveen funds) .

Performance Compensation

Other Directorships & Interlocks

• Related-party/Item 404: The proxy’s specific related-ownership table lists holdings tied to entities under common control only for another trustee (Thomas J. Kenny); no such entries for Mr. Starr .
• Independence: All nominees/current Board Members (including Mr. Starr) are independent under the 1940 Act and not affiliated with TIAA/Nuveen .

Expertise & Qualifications

• Former CFO and Vice Chair at a global asset manager (Invesco) with deep capital markets and control environment expertise .
• Designated “audit committee financial expert” on the Nuveen Funds Audit Committee .
• Governance experience as public company audit chair (AMG) .
• Academic credentials: dual undergraduate degrees (Columbia), MBA (Columbia Business School), MS (Carnegie Mellon) .

Equity Ownership

Governance Assessment

• Strengths
  • Independence and multiple committee assignments (Audit, Nominating & Governance, Investment, Dividend, Closed-End) indicate high engagement and broad oversight scope .
  • Audit Committee financial expert designation and prior CFO experience bolster financial reporting and valuation oversight, key for a leveraged closed-end preferred securities fund .
  • Attendance threshold met (≥75% of meetings); NPFD committees/board met frequently (e.g., 14 Audit, 8 Dividend) .
• Watch items
  • NPFD-specific ownership is $0 and 0 shares; while aggregate complex holdings exceed $100,000, the board’s guideline is set at one year’s compensation; the proxy does not disclose individual compliance levels, so alignment assessment is constrained .
  • Director elections at certain Nuveen funds in 2024 proceeded under “holdover” due to lack of quorum; for NPFD, Mr. Starr continues as a holdover and is a Class III nominee in 2025—this is a complex-level governance dynamic rather than individual performance, but can affect investor perception of stability .

Risk Indicators & Red Flags

• Section 16(a) compliance: The Funds report compliance for Board Members and officers; no delinquencies disclosed .
• Related-party transactions: No Item 404-related transactions disclosed involving Mr. Starr in this proxy; specific related holdings table does not list Mr. Starr .
• Hedging/pledging: Not disclosed for Mr. Starr .
• Say-on-pay: Not applicable for the Funds; no say-on-pay disclosure .
• Option repricing, golden parachute tax gross-ups: Not applicable/not disclosed for directors .

Director Compensation (Detail Reference)

• 2024 structure: $350k annual retainer; committee membership and chair fees as detailed; ad hoc/special assignment fees; optional deferral; no pension/retirement .
• Latest total compensation paid from Fund Complex to Mr. Starr: $479,750 (includes certain deferred amounts) .

Insider Trades and Section 16

Notes on 2025 Election Status (NPFD)

• Mr. Starr is a Class III nominee for NPFD at the April 17, 2025 Annual Meeting; prior 2024 meeting lacked quorum, so he continues as a holdover until successors are elected .
• All nominees/current Board Members are independent; the Board unanimously recommends voting FOR the nominees .