Mark L. Winget
About Mark L. Winget
Mark L. Winget serves as Vice President and Secretary of Nuveen AMT‑Free Municipal Value Fund (NUW) and has held officer roles in the Nuveen fund complex since 2008; he was born in 1968 . His principal occupation over the past five years includes legal and secretary roles across Nuveen/TIAA affiliates (Nuveen Securities, Nuveen Fund Advisors, Teachers Advisors, TIAA‑CREF Investment Management, Nuveen Asset Management, and Nuveen) . He is a key fund officer and signatory on shareholder communications (Joint Proxy Statement; fund proxy cards) and certain SEC filings for the fund . Fund-level performance metrics are reported to shareholders (e.g., NUW distributed $0.289 per common share and showed a 4.25% market yield for the semi-annual period ended April 30, 2025), but are not attributed to individual fund officers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuveen Securities, LLC | Vice President and Assistant Secretary | Past 5 years | Legal/secretarial support for governance and filings across the fund complex |
| Nuveen Fund Advisors, LLC | Vice President and Assistant Secretary | Past 5 years | Adviser-affiliate governance and fund administration support |
| Teachers Advisors, LLC | Vice President, Associate General Counsel and Assistant Secretary | Past 5 years | Legal oversight for adviser-affiliated registered funds |
| TIAA‑CREF Investment Management, LLC | Vice President, Associate General Counsel and Assistant Secretary | Past 5 years | Legal/governance roles tied to TIAA registered funds |
| Nuveen Asset Management, LLC | Vice President, Associate General Counsel and Assistant Secretary | Past 5 years | Legal/compliance support for asset management affiliates |
| Nuveen | Vice President and Associate General Counsel | Past 5 years | Complex-wide legal leadership for Nuveen funds |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Joint Proxy for multiple Nuveen municipal funds | Appointed proxy holder (with K. McCarthy, J. McCann) | 2025 proxy season | Facilitates voting at virtual Annual Meeting; administrative continuity |
| SEC filings (NUW) | Officer/signatory | Ongoing | Authorizes and signs certain SEC filings (e.g., 8‑K) |
| Section 16 administration | Attorney‑in‑Fact signing Form 3 for another reporting person | Sept–Oct 2025 | Executes insider ownership filings under POA; indicates administrative authority (not personal ownership) |
Fixed Compensation
- Officers of the Nuveen funds “serve without any compensation from the Funds”; the funds have no employees. The CCO’s compensation is paid by the Adviser, with the funds reimbursing an allocable portion of the CCO’s incentive compensation .
- Consequently, base salary, target bonus, actual bonus, equity grants, and option awards for NUW officers (including Winget) are not disclosed at the fund level; such compensation resides at the external Adviser (Nuveen/TIAA) and is not itemized in NUW’s proxy .
Performance Compensation
- No fund‑level performance incentive design exists for NUW officers; RSUs/PSUs, option award terms, or performance metric weightings (TSR, revenue growth, EBITDA) are not disclosed for fund officers because compensation is paid by the Adviser and officers receive no compensation from the Funds .
Equity Ownership & Alignment
- Beneficial ownership disclosures focus on board members; officers’ individual holdings are not itemized. As of June 20, 2025, board members’ individual holdings of each fund were <1% of outstanding shares, and “Board Members and executive officers as a group beneficially owned less than 1%” of each Fund .
- Group holdings by fund (including officers) show zero shares owned in NUW (“AMT‑Free Value”) as of May 31, 2025, indicating limited direct equity alignment at the fund entity level .
| Fund | Shares Beneficially Owned by Board Members and Officers as a Group |
|---|---|
| Nuveen AMT‑Free Municipal Value Fund (NUW) | 0 |
- Section 16 filing administration: Winget signed a Form 3 as Attorney‑in‑Fact for another reporting person (Page Robert Tanner), which stated “No securities are beneficially owned” for that reporting person. This reflects Winget’s POA role, not his personal holdings .
Alignment indicators and red flags:
- Pledging/hedging: Not disclosed for officers in NUW proxy materials .
- Stock ownership guidelines: The board has a governance principle that each Board Member invests at least one year of compensation across the fund complex; this principle applies to Board Members, not fund officers .
Employment Terms
- Office held: Vice President and Secretary of NUW .
- Term and tenure: Term “Indefinite”; Length of Service since 2008 (year became an officer in Nuveen fund complex) .
- Officer election: Officers are elected annually by the Board to serve until successors are elected and qualified .
- Contract terms, severance, change‑of‑control, non‑compete/non‑solicit, garden leave, post‑termination consulting: Not disclosed for fund officers in NUW proxy materials .
Performance & Track Record (Context)
- Shareholder report context: For the semi‑annual period ended April 30, 2025, NUW paid $0.289 per common share in monthly distributions ($0.0465–$0.0485 per month) and reported a 4.25% market yield and 7.18% taxable‑equivalent yield (methodology per fund footnotes). These are fund‑level metrics and not attributed to individual officers .
| Period (Nov 2024–Apr 2025) | NUW Monthly Distribution per Common Share | Total Distributions (NII) | Market Yield | Taxable‑Equivalent Yield |
|---|---|---|---|---|
| Nov | $0.0465 | |||
| Dec | $0.0485 | |||
| Jan | $0.0485 | |||
| Feb | $0.0485 | |||
| Mar | $0.0485 | |||
| Apr | $0.0485 | |||
| Total (Nov–Apr) | $0.2890 | 4.25% | 7.18% |
Governance and Filings Involving Winget
- Joint Proxy Statement signatory and officer communications: Winget is named as Vice President and Secretary and listed on the Joint Proxy Statement and shareholder voting materials for the August 14, 2025 Annual Meeting .
- SEC 8‑K: Winget signed the October 13, 2023 Form 8‑K related to Board consolidation across the fund complex (administrative/board composition action) .
Investment Implications
- Pay‑for‑performance levers at the fund level are structurally minimal for NUW officers; they receive no compensation from the Funds, and incentive design (if any) resides at the external Adviser, limiting direct linkage of Winget’s compensation to NUW’s TSR or distribution outcomes .
- Alignment via equity ownership at the fund entity is limited: group holdings show zero NUW shares; individual officer holdings are not disclosed, and officers/board collectively hold <1% of outstanding shares, reducing insider‑ownership signaling at NUW .
- Insider trading pressure appears low: no Winget‑specific Section 16 transactions are disclosed in fund documents; his role as Attorney‑in‑Fact suggests administrative responsibility rather than trading activity .
- Retention risk assessment at the fund level is neutral: officer terms are indefinite with annual election by the Board and no disclosed severance or change‑of‑control economics tied to NUW, but any key economic incentives would be governed by Nuveen/TIAA employment arrangements not disclosed in fund proxies .