Mark J. Czarniecki
About Mark J. Czarniecki
Mark J. Czarniecki serves as Vice President and Assistant Secretary of Nuveen S&P 500 Dynamic Overwrite Fund (SPXX); year of birth: 1979; tenure as a fund officer since 2013; office address: 901 Marquette Avenue, Minneapolis, MN 55402 . He concurrently holds senior legal and corporate secretary roles across Nuveen/TIAA-affiliated entities, indicating deep governance and regulatory expertise; officers of the Funds receive no compensation from the Funds themselves, and officer-specific pay metrics (TSR, revenue, EBITDA-linked incentives) are not disclosed in SPXX filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuveen Securities, LLC | Managing Director and Assistant Secretary | Not disclosed | Legal/governance support for fund complex |
| Nuveen Fund Advisors, LLC | Managing Director and Assistant Secretary | Not disclosed | Adviser-side governance, corporate secretary duties |
| Nuveen (parent) | Managing Director and Associate General Counsel | Not disclosed | Enterprise legal oversight within Nuveen/TIAA |
| Nuveen Asset Management, LLC | Managing Director, Assistant Secretary and Associate General Counsel | Not disclosed | Asset management legal and secretary functions |
| Teachers Advisors, LLC | Managing Director, Associate General Counsel and Assistant Secretary | Not disclosed | Legal and governance for TIAA-affiliated funds |
| TIAA-CREF Investment Management, LLC | Managing Director, Associate General Counsel and Assistant Secretary | Not disclosed | Investment management legal and governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teachers Advisors, LLC | Managing Director, Associate General Counsel and Assistant Secretary | Not disclosed | Governance/legal for TIAA funds |
| TIAA-CREF Investment Management, LLC | Managing Director, Associate General Counsel and Assistant Secretary | Not disclosed | Legal, compliance, oversight in investment management |
Fixed Compensation
| Component | Detail |
|---|---|
| Compensation from SPXX | Officers serve without any compensation from the Funds . |
| Employer context | The Adviser is Nuveen Fund Advisors, LLC, an indirect subsidiary of Nuveen (investment management arm of TIAA); CCO pay is funded by the Adviser, with the Funds reimbursing an allocable portion of CCO incentive compensation . |
| Base salary, target bonus, actual bonus | Not disclosed in SPXX filings (officers not paid by the Funds) . |
| Perquisites, pension/SERP, deferred comp | Not disclosed for officers in SPXX filings . |
Performance Compensation
- No officer performance incentive structure (metrics, weighting, targets, payouts) is disclosed for SPXX officers; officers receive no compensation from the Funds .
- As a closed-end fund, compensation programs reside at the Adviser (Nuveen/TIAA); SPXX does not present PSU/RSU/option metrics or vesting schedules for officers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares outstanding (SPXX) | 17,960,021 as of record date February 18, 2025 . |
| Beneficial ownership (Board Members and executive officers as a group) | Less than 1% of outstanding shares of each Fund . |
| Individual officer holdings | Not itemized in Appendix A; only group totals presented; each Board Member’s individual holdings are <1% of outstanding shares . |
| Pledging/hedging | Not disclosed in SPXX proxy . |
| Stock ownership guidelines | Governance principle applies to Board Members (one year of compensation invested), not officers; no officer ownership guidelines disclosed for SPXX . |
Employment Terms
| Attribute | Detail |
|---|---|
| Position | Vice President and Assistant Secretary (SPXX) . |
| Year of birth | 1979 . |
| Office address | 901 Marquette Avenue, Minneapolis, MN 55402 . |
| Term | Indefinite; officers are elected by the Board annually to serve until successors are elected and qualified . |
| Length of service | Since 2013 (as an officer in the Nuveen fund complex) . |
| Compensation from Fund | None (officers serve without compensation from the Funds) . |
| Section 16(a) compliance | The Funds believe Board Members and officers complied with applicable Section 16(a) filing requirements during the last fiscal year . |
Risk Indicators & Red Flags
- Section 16(a) compliance: No delinquent filings noted for officers; SPXX believes officers complied in the last fiscal year .
- Related party transactions, tax gross-ups, clawbacks, change-of-control, severance: Not disclosed for officers in SPXX proxy materials .
- Insider selling pressure: Not assessable—officer equity awards/vesting not disclosed, and SPXX does not compensate officers .
Investment Implications
- Pay-for-performance alignment: SPXX officers are not paid by the Fund and officer pay structures (metrics, equity awards) are not disclosed in SPXX filings, limiting direct analysis of incentive alignment to fund performance; any evaluation must occur at the Adviser level (Nuveen/TIAA) .
- Trading signals: With officer compensation not tied to SPXX and individual officer holdings not disclosed, insider-driven trading signals are minimal; monitor Section 16 filings and any future 8-K Item 5.02 events for role changes .
- Retention risk: Tenure since 2013 and multiple senior legal/secretary roles across Nuveen/TIAA suggest institutional anchoring; employment contracts, non-competes, severance, and CIC economics are not disclosed by SPXX, so retention analysis depends on Nuveen/TIAA disclosures rather than fund filings .
- Governance context: Board oversight is robust with extensive committee activity; officer roles emphasize legal and governance continuity, reducing execution risk related to fund administration; however, this does not translate into fund-linked compensation levers for officers .