Jane Musser Nelson
About Jane Musser Nelson
Independent Class III Director at Adams Diversified Equity Fund (ADX); age 66; director since 2021 with current term expiring at the 2027 annual meeting. She is a seasoned investment management professional with 30+ years across traditional and alternative assets, deemed an audit committee financial expert by the Board. Prior roles include Managing Director of Investments at Cambridge Associates and senior management positions at Bain Capital, ING Capital Advisors, and Eaton Vance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cambridge Associates | Managing Director, Investments | Not disclosed | Specializes in traditional and alternative assets; Board deemed audit committee financial expert |
| Bain Capital | Senior management roles | Not disclosed | Alternative investments leadership |
| ING Capital Advisors | Senior management roles | Not disclosed | Credit/investment management |
| Eaton Vance | Senior management roles | Not disclosed | Asset management leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adams Natural Resources Fund (PEO) | Class III Director | Identical to ADX board service period | Non-controlled affiliate within Fund Complex |
| First Eagle Alternative Capital BDC, Inc. | Director (former) | Not disclosed | Former public company director |
| Alcentra (BNY Mellon subsidiary) | Director (former) | Not disclosed | Former director at asset manager |
| Isabella Stewart Gardner Museum | Trustee; Investment Committee member (voluntary) | Not disclosed | Non-profit investment committee |
| Adviser to investment firms, foundations, trusts | Adviser | Not disclosed | Ongoing advisory roles |
Board Governance
| Attribute | Detail |
|---|---|
| Board classification | Class III Director; term through 2027 |
| Independence | Independent (not an “interested person” under the 1940 Act) |
| Committee memberships (2024) | Audit (member; financial expert); Compensation (member); Nominating & Governance (member) |
| Committee memberships (2023) | Audit (member; financial expert); Compensation (member); Nominating & Governance (member) |
| Attendance | 100% attendance for Board and committee meetings in 2024 (7 regular, 3 special) and 2023 (7 regular, 1 special) |
| Board leadership | Independent Chair: Kenneth J. Dale; 5 of 7 directors are independent |
| Executive sessions | Independent directors hold executive session at each regular meeting |
| Governance practices | Mandatory retirement age (75); 15-year term limit; rotation of chairs/members; overboarding policy |
Fixed Compensation
| Year | Component | Amount (USD) |
|---|---|---|
| 2024 | Annual non-employee director retainer | $65,000 |
| 2024 | Committee chair fee (if chair) | $3,000 (not applicable to Nelson; member only) |
| 2024 | Board Chair fee (if applicable) | $20,000 (not applicable to Nelson) |
| 2024 | Aggregate compensation from ADX | $65,000 |
| 2024 | Total compensation from Fund Complex (ADX + PEO) | $130,000 |
| 2023 | Aggregate compensation from ADX | $65,000 |
| 2023 | Total compensation from Fund Complex (ADX + PEO) | $130,000 |
Notes:
- ADX pays a flat retainer to independent directors; there are no meeting fees disclosed .
- Nelson is not a committee chair or Board Chair, so chair fees do not apply .
Performance Compensation
| Element | Status | Details |
|---|---|---|
| RSUs/PSUs | None disclosed | ADX’s 2005 Equity Incentive Compensation Plan expired on April 27, 2015; all grants vested prior to 2019; no ongoing awards |
| Options | None disclosed | No option awards reported for directors |
| Cash bonus/variable pay | None disclosed | Director pay structured as cash retainer plus chair fees (if any) |
| Performance metrics | Not applicable | No performance-based director pay framework disclosed |
Other Directorships & Interlocks
| Interlock/Relationship | Detail |
|---|---|
| PEO cross-directorship | Nelson serves on PEO board; multiple ADX directors also serve on PEO; non-controlled affiliate within the Fund Complex |
| Shared services with PEO | ADX and PEO share research, accounting, office services; 2024 shared expenses $19,514,999 with PEO’s share $4,167,965; 2023 shared expenses $18,244,915 with PEO’s share $4,119,283 |
| ADX ownership of PEO | ADX held 2,340,933 PEO shares (8.9% of PEO outstanding) as of Dec 31, 2024; 2,186,774 shares (8.6%) as of Dec 31, 2023 |
Implication: Cross-fund governance increases need for robust oversight of expense allocations and potential conflicts; the Audit Committee and Board charters provide risk and compliance oversight frameworks .
Expertise & Qualifications
- Audit committee financial expert designation by the Board .
- Deep experience across endowment, private wealth, and pension portfolios; alternative and traditional assets .
- Senior roles at Cambridge Associates, Bain Capital, ING Capital Advisors, Eaton Vance .
Equity Ownership
| Date (As of) | Shares Beneficially Owned | Dollar Value Range | Ownership vs. Outstanding |
|---|---|---|---|
| Dec 27, 2023 | 3,827 | $50,000–$100,000 | Each director <1% of ADX outstanding (124,014,218 shares) |
| Dec 31, 2024 | 5,539 | Greater than $100,000 | Each director <1% of ADX outstanding (117,572,496 shares) |
Ownership guideline: Non-employee directors must own at least $100,000 (cost basis) of ADX common stock within 5 years of joining the Board. Nelson now exceeds $100,000, indicating alignment with guidelines (joined in 2021) .
Shares pledged/hedged: Not disclosed in the proxy statements reviewed .
Governance Assessment
- Strengths: Independent status; multi-committee service (Audit, Compensation, Nominating & Governance); audit committee financial expert designation; 100% attendance; now meets director stock ownership guideline—signals alignment and engagement .
- Monitoring items: Cross-directorship with PEO plus substantial shared services warrants continued scrutiny of allocations and inter-fund governance; Board frameworks (Audit Committee charter, risk oversight) mitigate but require ongoing vigilance .
- Context: ADX navigated a contested election in 2024; the Board retained full attendance and governance continuity, with Nelson renominated and serving through the 2027 term .
RED FLAGS: None specific to Nelson disclosed in the proxies reviewed. No related-party transactions tied to her; no hedging/pledging disclosures; director pay structure is standard for closed-end funds and not performance-based .