Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On October 13, 2023, Nuveen Mortgage and Income Fund (the
“Fund”) announced that the board of trustees of the Fund (the “Board”) and the boards of certain other investment companies advised by Nuveen Fund Advisors, LLC, the Fund’s investment adviser (the “Adviser”) and
its affiliates (collectively, the “Nuveen Funds”), as well as certain mutual funds advised by Teachers Advisors, LLC that are series of the TIAA-CREF Funds and the TIAA-CREF Life Funds (collectively, the “TC Funds,” and together
with the Nuveen Funds, the “Fund Complex”) separately determined to approve the alignment and consolidation of the membership of the boards so that funds in the Fund Complex are overseen by the same board members (the “Board
Consolidation”).
The Board Consolidation is expected to (i) generate cost efficiencies and expense savings that would benefit
Fund shareholders; (ii) align the Fund Complex and the consolidated Board with Nuveen’s operating model to promote growth across new, as well as similar, investment products; (iii) facilitate negotiating with vendors as a unified Fund
Complex to obtain expected economies of scale and to standardize servicing; (iv) expand marketing and distribution opportunities associated with presenting the TC Funds and Nuveen Funds to the marketplace as one Fund Complex and grow investor
engagement; and (v) eliminate duplicate efforts in board operations. The Board and Fund management believe that the prospective benefits of the Board Consolidation will be advantageous to all Fund shareholders.
Pursuant to resolutions adopted by the Board in connection with the Board Consolidation, the size of the Board will be set at ten
(10) members effective January 1, 2024, and Thomas J. Kenny and Loren M. Starr have been appointed to the Board as independent board members effective January 1, 2024. Each of Mr. Kenny and Mr. Starr currently serve as
members of the TC Funds’ boards. Biographical information for Mr. Kenny and Mr. Starr is as follows:
Thomas J.
Kenny. Mr. Kenny has been a TC Board Member since 2011. Mr. Kenny served as an Advisory Director (2010-2011), Partner (2004-2010), Managing Director (1999-2004) and Co-Head
(2002-2010) of Goldman Sachs Asset Management’s Global Cash and Fixed Income Portfolio Management team, having worked at Goldman Sachs since 1999. Mr. Kenny is a Director and the Chair of the Finance and Investment Committee of Aflac
Incorporated and a Director of ParentSquare. He is a Former Director and Finance Committee Chair for the, Sansum Clinic; Former Advisory Board Member, B’Box; Former Member of the University of California at Santa Barbara Arts and Lectures
Advisory Council; Former Investment Committee Member, Cottage Health System; and Former President of the Board of Crane Country Day School. He received a B.A. from the University of California, Santa Barbara, and an M.S. from Golden Gate University.
He is a Chartered Financial Analyst and has served as Chairman of CREF since 2017.
Loren M. Starr. Mr. Starr has been a TC
Board Member since 2022. Mr. Starr was Vice Chair, Senior Managing Director from 2020 to 2021, and Chief Financial Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr. Starr is also a Director for AMG. He is former
Chair and member of the Board of Directors, Georgia Leadership Institute for School Improvement (GLISI); former Chair and member of the Board of Trustees, Georgia Council on Economic Education (GCEE). Mr. Starr received a B.A. and a B.S. from
Columbia College, an M.B.A. from Columbia Business School, and an M.S. from Carnegie Mellon University.
In addition, the Board has
invited Joseph A. Boateng and Michal A. Forrester to serve as consultants to the Board, effective as of January 1, 2024. Each of Mr. Boateng and Mr. Forrester currently serve as members of the TC Funds’ boards. Biographical
information for Mr. Boateng and Mr. Forrester is as follows:
Joseph A. Boateng. Mr. Boateng has been a TC Board
Member since 2019. Since 2007, Mr. Boateng has served as the Chief Investment Officer for Casey Family Programs. He was previously Director of U.S. Pension Plans for Johnson & Johnson from 2002-2006. Mr. Boateng is a board member
of the Lumina Foundation and Waterside School, an emeritus board member of Year Up Puget Sound, member of the Investment Advisory Committee and former chair for the Seattle City Employees’ Retirement System, and an investment committee member
for The Seattle Foundation. Mr. Boateng received a B.S. from the University of Ghana and an M.B.A. from the University of California, Los Angeles.
