John Nelson
About John K. Nelson
Independent Board Member of Nuveen Core Equity Alpha Fund (JCE); born 1962; joined the Nuveen Fund Boards in 2013; current term: Class II through the 2026 annual meeting. Former CEO of ABN AMRO Bank N.V., North America and Global Head of its Financial Markets Division; MBA in Finance and BA in Economics from Fordham University. Designated “audit committee financial expert”; oversees 218 portfolios in the Nuveen Fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (incl. LaSalle Bank Corp.) | CEO, North America; Global Head, Financial Markets; various executive roles | 1996–2008; CEO 2007–2008 | Led Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses; represented on committees of Bank of Canada, ECB, Bank of England; member of the Fed FX Committee |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services practice | 2012–2014 | Advisory to financial services clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC | Director | 2008–2023 | Private branding/marketing firm |
| Fordham University | President’s Council member | 2010–2019 | University advisory role |
| Curran Center for Catholic American Studies | Director | 2009–2018 | Board director |
| Marian University | Trustee; Chairman of Board of Trustees | 2011–2013 | Board leadership |
Board Governance
- Independence: Member of the Boards as an Independent Board Member; audit and governance committees are composed entirely of Independent Board Members per NYSE/NASDAQ standards.
- Committee assignments:
- Audit Committee: Chair; designated “audit committee financial expert”.
- Executive Committee: Member.
- Dividend Committee: Member.
- Nominating & Governance Committee: Member.
- Investment Committee: Member.
- Closed-End Fund Committee: Member.
- Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year; meeting counts are in Appendix C (posted on fund governance site).
- Years of service: Since 2013; current Class II term ends at the 2026 annual meeting.
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Member) | $350,000 | Jan 1, 2024 | Board-wide cash retainer |
| Audit Committee membership retainer | $30,000 → $35,000 | 2024 → Jan 1, 2025 | Per committee; Nelson is a member |
| Compliance, Risk Mgmt & Regulatory Oversight Committee membership retainer | $30,000 → $35,000 | 2024 → Jan 1, 2025 | Per committee |
| Investment Committee membership retainer | $20,000 → $30,000 | 2024 → Jan 1, 2025 | Per committee |
| Dividend Committee membership retainer | $20,000 → $25,000 | 2024 → Jan 1, 2025 | Per committee |
| Nominating & Governance Committee membership retainer | $20,000 → $25,000 | 2024 → Jan 1, 2025 | Per committee |
| Closed-End Fund Committee membership retainer | $20,000 → $25,000 | 2024 → Jan 1, 2025 | Per committee |
| Audit Committee Chair retainer | $30,000 → $35,000 | 2024 → Jan 1, 2025 | Nelson is Chair |
| Ad hoc meeting fees | $1,000 or $2,500 per meeting | Ongoing | Based on meeting length/immediacy |
| Special assignment committees | Chair: $1,250/quarter; Members: $5,000/quarter | Ongoing | If appointed |
| Aggregate compensation from funds in Fund Complex (last FY) | $483,250 | Last fiscal year | John K. Nelson’s total across funds |
Prior structure (through Dec 31, 2023): $210,000 annual retainer plus per-meeting fees (Board and Committees), and $20,000 chair retainers; details in proxy.
Performance Compensation
| Component | Disclosure |
|---|---|
| Performance-linked pay (bonus/metrics) | None disclosed for Independent Board Members; compensation is retainer/fees-based. |
| Equity awards (RSUs/PSUs/options) | None disclosed for directors; funds have a deferred compensation plan instead. |
| Deferred compensation participation (Nelson) | No deferred amounts shown in Participating Funds table for Nelson. |
| Retirement/pension | Funds do not have retirement or pension plans. |
Other Directorships & Interlocks
| Company | Role | Public Company? | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No current public company boards disclosed in proxy bio. |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; extensive global markets, valuation, and audit oversight experience.
- Industry experience: Senior bank executive across trading/derivatives, fixed income, FX, commodities; central bank committee participation.
- Education: BA (Economics) and MBA (Finance), Fordham University.
Equity Ownership
| Measure | Disclosure |
|---|---|
| Beneficial ownership in each Fund | Each Board Member’s individual beneficial shareholdings of each Fund were <1% of outstanding shares (as of Feb 18, 2025). |
| Group ownership | Board Members and executive officers as a group owned <1% of shares of each Fund. |
| JCE-specific holdings | Appendix A provides dollar ranges and share counts by director; not shown in excerpts for Nelson’s JCE position. |
| Pledging/Hedging | No pledging or hedging disclosures for Nelson in proxy excerpts. |
| Related holdings in affiliated-advised companies | No such holdings listed for Nelson in Appendix A tables; examples provided for other directors. |
Governance Assessment
-
Strengths
- Audit Committee Chair and SEC-defined financial expert, indicating robust oversight of financial reporting, valuation policy, auditor independence, and internal controls.
- Broad committee engagement (Executive, Dividend, Nominating & Governance, Investment, Closed-End Fund), supporting board effectiveness across risk, performance, and governance.
- Independence affirmed; committees composed entirely of Independent Board Members.
- Attendance at or above 75% threshold across Board and committee meetings.
-
Alignment and Risk Indicators
- No performance-linked compensation or equity awards disclosed for directors; compensation is primarily fixed retainers and committee fees, which may limit direct pay-for-performance alignment.
- No evidence of share pledging, related-party transactions, or conflicts for Nelson in the excerpts; Appendix A highlights such exposures for other directors but none for Nelson.
- Deferred compensation plan exists, but Nelson shows no deferred amounts in the Participating Funds table, reducing long-term alignment via deferrals tied to fund NAVs.
-
Compensation Structure Signals
- Structural shift effective Jan 1, 2024 from per-meeting fees to higher annual retainers and committee retainers, with further increases as of Jan 1, 2025; enhances predictability but not performance linkage.
No say-on-pay, severance, CoC, clawback, or ownership guideline disclosures applicable to Independent Board Members were identified in the excerpts; shareholders can access committee charters and attendance policies via the fund governance website.