John Nelson
About John K. Nelson
Independent Board Member of Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX); born 1962; Class II term through the 2026 annual meeting; joined the Nuveen Funds boards in 2013. Former CEO of ABN AMRO Bank N.V., North America and Global Head of its Financial Markets Division, with prior senior roles at ABN AMRO (1996–2007); previously a senior external advisor to Deloitte Consulting LLP (2012–2014). Designated an “audit committee financial expert” and serves as Audit Committee Chair; deemed independent (not an “interested person”) with no prior employment at TIAA/Nuveen or affiliates. Oversees 218 portfolios across the fund complex .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ABN AMRO Bank N.V. (North America) | CEO; Global Head, Financial Markets Division | 2007–2008 | Senior executive positions with ABN AMRO/affiliates 1996–2007 |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services | 2012–2014 | External advisor role |
| Core12 LLC (private firm) | Director | 2008–2023 | Branding/marketing firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fordham University | President’s Council, Director | 2010–2019 | Governance/engagement role |
| Fordham University Curran Center for Catholic American Studies | Director | 2009–2018 | Board service |
| Marian University | Trustee; Chairman, Board of Trustees | 2011–2013 | Board leadership |
Board Governance
- Independence and service: Not an “interested person” under the 1940 Act; no prior TIAA/Nuveen employment; joined the Nuveen Funds boards in 2013; current DIAX term is Class II through 2026 .
- Committee assignments and chair roles:
- Audit Committee: Chair; designated audit committee financial expert .
- Executive Committee: Member (with Chair Young, members Kenny, Nelson, Toth) .
- Dividend Committee: Member (Chair Thornton; members Lancellotta, Kenny, Nelson, Starr) .
- Nominating & Governance Committee: Member (Chair Young; includes Nelson) .
- Investment Committee: Member (co-chairs Boateng, Lancellotta; includes Nelson) .
- Closed-End Fund Committee: Member (Chair Moschner; includes Nelson) .
- Attendance: Each Board Member attended at least 75% of Board and relevant committee meetings during the last fiscal year .
DIAX Board and Committee Meeting Counts (last fiscal year)
| Meeting Type | Count |
|---|---|
| Regular Board Meeting | 5 |
| Special Board Meeting | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee | 5 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
- Structure effective Jan 1, 2024; updated as of Jan 1, 2025:
- Annual Board retainer: $350,000; Board Chair/Co-Chair retainer: $150,000 (from $140,000) .
- Committee membership retainers (annual): Audit and Compliance $35,000 (from $30,000); Investment $30,000 (from $20,000); Dividend, Nominating & Governance, Closed-End $25,000 (from $20,000) .
- Committee chair retainers (annual): Audit and Compliance $35,000; Investment $30,000; Dividend, Nominating & Governance, Closed-End $25,000 .
- Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committees paid quarterly (chair/co-chair from $1,250; members from $5,000) .
| Component | 2024 Amount | 2025 Amount |
|---|---|---|
| Board Member Annual Retainer | $350,000 | $350,000 |
| Board Chair/Co-Chair Retainer | $140,000 | $150,000 |
| Audit Committee Member Retainer | $30,000 | $35,000 |
| Compliance Committee Member Retainer | $30,000 | $35,000 |
| Investment Committee Member Retainer | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Member Retainer | $20,000 | $25,000 |
| Audit/Compliance Committee Chair Retainer | $30,000 | $35,000 |
| Investment Committee Chair Retainer | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Chair Retainer | $20,000 | $25,000 |
- Aggregate compensation (last fiscal year):
- DIAX: $1,683 allocated to John K. Nelson .
- Total across Nuveen Fund Complex: $483,250 for John K. Nelson .
| Scope | Amount (USD) |
|---|---|
| DIAX aggregate (last fiscal year) | $1,683 |
| Fund complex total paid to Nelson | $483,250 |
- Deferred compensation: Proxy shows deferred amounts by fund; no deferred fees are shown for John K. Nelson in the deferred table entries .
Performance Compensation
No performance-based bonus, stock awards, or option awards are disclosed for Independent Board Members; compensation consists of retainers, chair fees, committee retainers, and ad hoc/special assignment fees. Funds do not have retirement or pension plans for Independent Board Members; some Nuveen funds offer a Deferred Compensation Plan for directors, but no performance metrics are tied to pay .
Other Directorships & Interlocks
| Company/Organization | Role | Period | Notes |
|---|---|---|---|
| Core12 LLC (private) | Director | 2008–2023 | Marketing/communications firm |
| Fordham University | President’s Council, Director | 2010–2019 | University engagement |
| Curran Center, Fordham University | Director | 2009–2018 | Academic center board |
| Marian University | Trustee; Chairman | 2011–2013 | Board leadership |
- Related-party exposure: The proxy lists board members with securities in companies advised by affiliates under common control; John K. Nelson is not listed in that table, indicating no such holdings disclosed for him .
Expertise & Qualifications
- Global banking and markets: Former CEO (North America) and Global Head of Financial Markets Division at ABN AMRO; extensive leadership across FX, commodities, fixed income, EM, and derivatives .
- Audit/finance expertise: Designated “audit committee financial expert”; prior senior audit/oversight exposure through committee leadership .
- Education: BA in Economics; MBA in Finance from Fordham University .
- Breadth of oversight: Oversees 218 portfolios across the fund complex; multi-committee service supports broad governance engagement .
Equity Ownership
- DIAX ownership: Dollar range “$0” for John K. Nelson in DIAX .
- Aggregate holdings: “Over $100,000” across registered investment companies overseen in the family of investment companies .
- Ownership levels: As of Feb 18, 2025, each Board Member’s individual beneficial shareholdings of each Fund were less than 1% of outstanding shares; directors and officers as a group owned less than 1% of each Fund .
- Stock ownership guideline: Board governance principle expects each Board Member to invest at least the equivalent of one year’s compensation in funds in the Fund Complex (directly or deferred) .
| Fund | Dollar Range | Notes |
|---|---|---|
| DIAX (Dow 30SM Dynamic Overwrite) | $0 | Individual holdings <1% of DIAX outstanding |
| All registered investment companies overseen | Over $100,000 | Fund complex-wide |
| Ownership guideline | One year of director compensation expected | Principle applies fund complex-wide |
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with “financial expert” designation; consistent attendance (≥75%); broad committee involvement (Audit, Executive, Dividend, Nominating & Governance, Investment, Closed-End), which supports robust oversight of valuation, performance, distribution policy, and discount management in closed-end funds .
- Alignment: DIAX-specific ownership is disclosed as $0, while aggregate holdings across the complex exceed $100,000 and the board’s guideline expects one year of compensation invested across funds; alignment may be portfolio-complex oriented rather than DIAX-specific .
- Conflicts: No related-party transactions or holdings in adviser-affiliated companies disclosed for Nelson; not an “interested person,” which reduces conflict risk .
- Signals: Compensation moved to higher fixed retainers and chair/member retainers in 2024–2025 (with increases in 2025), emphasizing time commitment and governance responsibilities over performance-linked incentives; no performance metrics disclosed for director pay .