John K. Nelson

About John K. Nelson

Independent Board Member of Nuveen S&P 500 Buy‑Write Income Fund (BXMX); Class II term through the 2026 annual meeting; first joined the Nuveen Funds boards in 2013 (year of birth 1962). Former CEO of ABN AMRO Bank N.V. North America and Global Head of the Financial Markets Division; designated “audit committee financial expert,” and currently serves as Chair of the Audit Committee for the Nuveen closed‑end funds boards. Education: BA in Economics and MBA in Finance from Fordham University. Independence affirmed (not an “interested person” of the Funds or adviser).

Past Roles

External Roles

Board Governance

• Independence: All board members (including Nelson) are independent under the 1940 Act and have never been employees/directors of TIAA or Nuveen affiliates.
• Committee assignments and roles:
  • Audit Committee: Chair; designated audit committee financial expert. Members include Nelson (Chair), Boateng, Lancellotta, Starr, Thornton, Wolff, Young.
  • Executive Committee: Member (with Young—Chair, Kenny, Toth).
  • Dividend Committee: Member (Thornton—Chair; Lancellotta, Kenny, Nelson, Starr).
  • Nominating & Governance Committee: Member (Young—Chair; includes Nelson among independent members).
  • Investment Committee: Member (co‑chairs Boateng and Lancellotta; includes Nelson).
  • Closed‑End Fund Committee: Member (Moschner—Chair; includes Nelson).
• Attendance: Each board member attended at least 75% of board and committee meetings held during the last fiscal year.

BXMX meetings held (last fiscal year):

Context: The Nuveen Fund Complex adopted a unitary board and consolidated membership across Nuveen/TIAA‑CREF funds beginning January 1, 2024, adding experienced members and consultants to improve efficiency and oversight.

Fixed Compensation

• Structure changes:
  • 2023: Independent board retainer $210,000; per‑meeting fees varied by committee (e.g., Board $7,250/day; special Board $4,000; Audit/Closed‑End/Investment $2,500; Compliance/Risk/Regulatory $5,000; Dividend $1,250; others $500; site visits $5,000/day). Chair retainers: Board Chair $140,000; key committee chairs $20,000.
  • Effective Jan 1, 2024: Annual retainer $350,000; annual member retainers—Audit $30,000 (to $35,000 from Jan 1, 2025), Compliance $30,000 (to $35,000 2025), Investment $20,000 (to $30,000 2025), Dividend/Nominating/Closed‑End $20,000 (to $25,000 2025). Chair retainers—Board $140,000 (to $150,000 2025); Audit/Compliance $30,000 (to $35,000 2025); Investment $20,000 (to $30,000 2025); Dividend/Nominating/Closed‑End $20,000 (to $25,000 2025). Ad hoc meeting fees of $1,000 or $2,500; special assignment committee quarterly fees for chairs start at $1,250 and members at $5,000.

Aggregate compensation paid (last fiscal year):

Deferred compensation elections (last fiscal year):

Performance Compensation

Other Directorships & Interlocks

No current public company directorships disclosed in the past five years; limited interlocks with competitors/suppliers/customers of BXMX.

Expertise & Qualifications

• Extensive global banking and markets leadership; former CEO of ABN AMRO North America and Global Head of Financial Markets.
• Designated audit committee financial expert; Chair of the Audit Committee across the Nuveen closed‑end funds boards.
• Prior advisory experience (Deloitte), and engagement with central bank committees in FX/markets.
• Education: BA (Economics) and MBA (Finance), Fordham University.

Equity Ownership

Section 16(a) compliance: The Funds report all board members/officers complied with Section 16(a) filing requirements during the last fiscal year.

Governance Assessment

• Strengths:
  • Multi‑committee leadership with direct financial oversight: Audit Committee Chair; designated financial expert—supports robust valuation, reporting, and audit oversight.
  • Broad engagement: Member of Executive, Dividend, Nominating & Governance, Investment, and Closed‑End Fund Committees; BXMX saw a high cadence of Audit (14) and Dividend (10) meetings in the last fiscal year, indicating active oversight.
  • Independence and attendance: Independent status affirmed; ≥75% attendance across board/committee meetings.
• Alignment and pay structure signals:
  • Compensation increased materially in 2024–2025 (retainer from $210k to $350k; committee retainers increased in 2025), shifting emphasis to fixed cash compensation rather than performance‑linked pay.
  • Ownership alignment principle exists at the board level, but Nelson reported $0 holdings in BXMX; aggregate holdings across the family are “Over $100,000,” with fund‑by‑fund holdings <1%—leaves uncertainty on guideline compliance versus one‑year compensation (~$483k).
• Conflicts/Red Flags:
  • No related‑party transactions or adviser‑controlled company holdings disclosed for Nelson; Section 16 compliance reported; no pledging/hedging disclosures.
  • Board consolidation (effective Jan 1, 2024) expanded oversight and efficiencies; no negative governance signals disclosed with respect to Nelson.

RED FLAGS to watch:

• Fund‑specific ownership: $0 position in BXMX could be viewed as weaker alignment at the fund level (even if aggregate complex holdings exist).
• Rising fixed cash compensation without performance‑based elements increases guaranteed pay; monitor whether committee workloads and outcomes justify further increases.

Notes

• Auditor for BXMX for the current fiscal year: PricewaterhouseCoopers LLP (PwC).
• Principal shareholders: Morgan Stanley reported 10.9% ownership of BXMX common shares (as of Feb 18, 2025).
• Delinquent Section 16(a) reports: None; all applicable persons complied in the last fiscal year.