Mark J. Czarniecki
About Mark J. Czarniecki
Mark J. Czarniecki serves as Vice President and Assistant Secretary of Nuveen Virginia Quality Municipal Income Fund (NPV) and affiliated Nuveen/TIAA funds; he is a Managing Director and Associate General Counsel at Nuveen and also holds assistant secretary/legal officer roles across Teachers Advisors, LLC and TIAA‑CREF Investment Management, LLC. The Fund lists his year of birth as 1979 and his service as a fund officer since 2013; officers are elected annually by the Board and serve until successors are elected and qualified . NPV’s proxies and filings do not disclose individual officer compensation or any performance metrics tied to Mr. Czarniecki; fund officers are unpaid by the Fund (compensation handled by the Adviser) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuveen Securities, LLC | Managing Director; Assistant Secretary | Past 5 years (as disclosed) | Legal/governance support for fund complex operations and filings |
| Nuveen Fund Advisors, LLC | Managing Director; Assistant Secretary | Past 5 years (as disclosed) | Officer of adviser to NPV; supports compliance and governance |
| Nuveen Asset Management, LLC | Managing Director; Associate General Counsel; Assistant Secretary | Past 5 years (as disclosed) | Legal oversight for investment adviser affiliates |
| Teachers Advisors, LLC | Managing Director; Associate General Counsel; Assistant Secretary | Past 5 years (as disclosed) | Legal roles across TIAA mutual fund complexes |
| TIAA‑CREF Investment Management, LLC | Managing Director; Associate General Counsel; Assistant Secretary | Past 5 years (as disclosed) | Legal roles across TIAA mutual fund complexes |
| Nuveen Closed‑End Funds (multiple trustees) | Attorney‑in‑fact authorized to sign Form N‑2 registrations/amendments | June 14, 2023; July 10, 2024 (Powers of Attorney) | Enables efficient execution of registration statements; supports governance alignment |
| Nuveen Funds Fidelity Bond filing | Vice President and Secretary (signatory of Rule 17g‑1 materials) | Feb 25–26, 2025 Board actions; filing on Jul 31, 2025 | Ensures complex-wide fidelity bond coverage per 1940 Act |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in Fund filings | — | — | NPV filings do not disclose external board or industry roles for Mr. Czarniecki |
Fixed Compensation
| Component | 2025 | Notes |
|---|---|---|
| Base salary | Not disclosed | Officers receive no compensation from the Funds; compensation is paid by the Adviser and not itemized in NPV’s proxy |
| Target bonus % | Not disclosed | Not disclosed in Fund filings |
| Actual bonus paid | Not disclosed | Not disclosed in Fund filings |
| Perquisites (aircraft, security, etc.) | Not disclosed | Not disclosed in Fund filings |
| Pension/SERP | Not disclosed | Not disclosed in Fund filings |
| Deferred compensation | Not disclosed | Fund officers’ compensation arrangements are not disclosed; only Independent Board Members have a Deferred Compensation Plan disclosure |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| RSUs/PSUs (grant details) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Options (strike/expiry/vesting) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Performance metrics tied to pay (revenue, EBITDA, TSR, ESG) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
The Fund explicitly states officers serve without compensation from the Funds; no officer incentive plans or performance metrics are disclosed in the proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Mark-specific) | Not individually disclosed in NPV filings; beneficial ownership is presented for Board Members and officers as a group |
| Group beneficial ownership at NPV | 0 shares held by Board Members and officers as a group as of Dec 31, 2024 |
| Ownership as % of outstanding | Each Board Member’s individual holdings and Board Members/executive officers as a group were less than 1% of NPV outstanding shares as of Feb 18, 2025 |
| Vested vs unvested shares | Not disclosed |
| Options (exercisable/unexercisable; in‑the‑money) | Not disclosed |
| Shares pledged as collateral | Not disclosed; no pledging disclosures for officers in NPV proxy |
| Stock ownership guidelines (officers) | Not disclosed (Board Members have a governance principle to invest at least one year of compensation across the fund complex; no officer guideline disclosed) |
Employment Terms
| Provision | Detail |
|---|---|
| Officer positions | Vice President and Assistant Secretary (address: 901 Marquette Avenue, Minneapolis, MN 55402) |
| Term length | Indefinite; officers elected annually by the Board, serving until successors are elected and qualified |
| Start date/tenure | Length of Service as Fund officer since 2013 |
| Employment agreement | Not disclosed; Funds have no employees |
| Severance provisions | Not disclosed for officers; not applicable at Fund level |
| Change‑of‑control (single vs double trigger; multiples) | Not disclosed for officers; not applicable at Fund level |
| Accelerated vesting | Not disclosed |
| Clawback provisions | Not disclosed for officers |
| Non‑compete / non‑solicit | Not disclosed |
| Garden leave / post‑termination consulting | Not disclosed |
Performance & Track Record
- NPV documents do not attribute Fund performance (TSR, revenue, EBITDA growth) to officers nor tie any compensation to such metrics; officer roles are administrative/legal, and officers are unpaid by the Fund .
- No Item 5.02 events for Mr. Czarniecki were found; recent 8‑K addresses Board consolidation and was signed by Vice President and Secretary Mark L. Winget .
Risk Indicators & Red Flags
- Section 16(a) compliance: Funds state Board Members, officers, the Adviser, and affiliated persons complied with applicable Section 16 filing requirements during the last fiscal year (no delinquent reports noted) .
- Insider selling pressure: Individual Forms 4 for Mr. Czarniecki were not available in NPV filings; beneficial ownership for the Board and officers as a group was 0 shares at NPV as of Dec 31, 2024, reducing potential selling pressure signals .
- Pledging/hedging: No pledging or hedging disclosures for officers in NPV proxy .
Governance Context (Officer Status)
- Officers serve without compensation from the Funds; the Chief Compliance Officer’s pay is set by the Adviser with Board review/input (reimbursed portion of incentive comp only) .
- Officer roles are appointed annually; Mr. Czarniecki is also frequently designated as attorney‑in‑fact to execute fund registration statements (Form N‑2) per Board powers of attorney .
Investment Implications
- Pay‑for‑performance alignment at the Fund level is not applicable for Mr. Czarniecki; officers are unpaid by the Fund, and no individual incentives or performance metrics are disclosed, limiting compensation‑based trading signals .
- Insider selling pressure appears de minimis given group beneficial ownership at NPV is 0 shares and <1% overall; without individual Form 4s, no additional pressure indicators are available .
- Retention risk is low at the Fund level because officer roles are Adviser‑employed and appointed annually; no employment contracts, severance, or change‑of‑control economics are disclosed for officers at NPV .
- Governance focus should remain on Board actions and Adviser oversight rather than officer incentives; Mr. Czarniecki’s impact is primarily legal/administrative (e.g., execution of N‑2 registrations and fidelity bond documentation) rather than performance‑driven .