John K. Nelson
About John K. Nelson
Independent board member (Class II) of Nuveen Floating Rate Income Fund (JFR), born 1962, serving since 2013. Nelson is Audit Committee Chair and an SEC-designated “audit committee financial expert,” with a background as CEO of ABN AMRO Bank N.V. North America and Global Head of its Financial Markets Division; he holds a BA in Economics and an MBA in Finance from Fordham University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (incl. LaSalle Bank Corp.) | CEO, North America; Global Head, Financial Markets Division; other executive leadership roles | 1996–2008; CEO in 2007–2008 | Led Currency, Commodity, Fixed Income, Emerging Markets, Derivatives businesses; represented ABN AMRO on committees of Bank of Canada, ECB, Bank of England; member of U.S. Fed FX Committee |
| Deloitte Consulting LLP | Senior external advisor, Financial Services practice | 2012–2014 | Advisory role to financial services clients |
| Core12 LLC (private) | Director | 2008–2023 | Branding/marketing communications firm board service |
| Marian University | Trustee and Chairman of the Board of Trustees | 2011–2013 | Board leadership |
| Fordham University | Director, President’s Council | 2010–2019 | University advisory role |
| Fordham University, Curran Center for Catholic American Studies | Director | 2009–2018 | Center oversight |
External Roles
| Organization | Capacity | Current/Prior | Tenure |
|---|---|---|---|
| Core12 LLC | Director | Prior | 2008–2023 |
| Fordham University (President’s Council) | Director | Prior | 2010–2019 |
| Fordham University (Curran Center for Catholic American Studies) | Director | Prior | 2009–2018 |
| Marian University | Trustee; Chair, Board of Trustees | Prior | 2011–2013 |
| Public company boards | None disclosed | N/A | N/A |
Board Governance
- Committee leadership and memberships: Audit Committee Chair; designated SEC “audit committee financial expert”; member of Nominating & Governance, Investment, and Closed-End Fund Committees. All listed committees composed entirely of Independent Board Members per charters .
- Tenure and classification: Class II Board Member, term through the 2026 annual shareholder meeting; joined the Nuveen Funds Board in 2013 .
- Independence: Identified as an Independent Board Member under NYSE/NASDAQ closed-end listing standards; Audit Committee members are independent by charter .
- Attendance: Each Board Member attended 75% or more of Board and committee meetings during the last fiscal year .
- Unitary board: Serves on a unitary board overseeing the Nuveen fund complex, with independent Board Co-Chair structure to enhance governance .
Fixed Compensation
Compensation structure moved from meeting-fee heavy (2023) to higher fixed retainers (2024–2025):
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Board retainer (Independent Members) | $210,000 | $350,000 | $350,000 |
| Audit Committee membership retainer | $2,500/meeting | $30,000/year | $35,000/year |
| Compliance/Risk/Regulatory membership retainer | $5,000/meeting | $30,000/year | $35,000/year |
| Investment Committee membership retainer | $2,500/meeting | $20,000/year | $30,000/year |
| Dividend Committee membership retainer | $1,250/meeting | $20,000/year | $25,000/year |
| Nominating & Governance membership retainer | $500/meeting | $20,000/year | $25,000/year |
| Closed-End Fund Committee membership retainer | $2,500/meeting | $20,000/year | $25,000/year |
| Board Chair additional retainer | $140,000 | $140,000 | $150,000 |
| Audit/Compliance Committee Chair add’l | $20,000 | $30,000 | $35,000 |
| Investment Committee Chair add’l | $20,000 | $20,000 | $30,000 |
| Dividend/Nom-Gov/Closed-End Chair add’l | $20,000 (each) | $20,000 (each) | $25,000 (each) |
| Ad hoc meeting fees | $4,000 special mtg; other per-committee rates | $1,000–$2,500 per ad hoc meeting | $1,000–$2,500 per ad hoc meeting |
JFR-specific last fiscal year compensation (allocated across the complex):
| Fund | Aggregate Compensation to Nelson (last fiscal year) |
|---|---|
| Nuveen Floating Rate Income Fund (JFR) | $6,339 |
| Total from Nuveen Fund Complex | $483,250 |
Deferred compensation elections (notional investments in participating Nuveen funds):
| Fund | Nelson deferred fees payable |
|---|---|
| Nuveen Floating Rate Income Fund (JFR) | $907 |
Performance Compensation
| Element | Status |
|---|---|
| Annual bonus | None for Independent Board Members; compensation is retainers/fees only |
| Stock awards (RSUs/PSUs) | None disclosed for Independent Board Members |
| Option awards | None disclosed for Independent Board Members |
| Performance metrics tied to pay (TSR, EBITDA, etc.) | None; director compensation is not performance-conditioned |
| Clawbacks/COC/severance | Not applicable to Independent Board Members in fund complex disclosures |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Overlap/Interlock risk |
|---|---|---|---|
| Core12 LLC | Private | Director (prior) | No Nuveen adviser interlock disclosed for Nelson; table of affiliated company holdings lists Mr. Kenny, not Nelson |
| Fordham University (President’s Council) | Non-profit | Director (prior) | None |
| Marian University | Non-profit | Trustee; Chair (prior) | None |
| Public company boards | Public | None disclosed | None |
Expertise & Qualifications
- Finance and markets expertise: Former CEO, ABN AMRO North America; Global Head of Financial Markets; extensive FX, fixed income, derivatives leadership .
- Audit proficiency: SEC-designated “audit committee financial expert”; chairs Audit Committee overseeing valuation and financial reporting .
- Education: BA Economics, MBA Finance, Fordham University .
- Regulatory engagement: Member, U.S. Federal Reserve Foreign Exchange Committee; representation on Bank of Canada, ECB, Bank of England committees during ABN AMRO tenure .
Equity Ownership
| Metric | JFR-specific | Complex context |
|---|---|---|
| Beneficially owned shares (as of Dec 31, 2024) | 0 shares in JFR | “Aggregate range in family of investment companies”: Over $100,000 |
| Dollar range in JFR | $0 | Each Board Member’s individual holdings <1% of outstanding shares for each fund; group <1% |
| Shares outstanding (JFR, for context) | 134,056,187 common shares (Feb 18, 2025) | N/A |
| Deferred comp notional balance (JFR) | $907 | Deferred comp plan allows elections across participating funds |
| Pledging/hedging | Not disclosed | Not disclosed |
Governance Assessment
- Strengths: Audit Committee Chair and “financial expert” designation, with structured charter oversight including valuation and auditor independence; independence affirmed under NYSE/NASDAQ standards; attendance at least 75% across Board and committees; broad investment markets and risk oversight experience .
- Compensation structure: Shift from 2023 meeting-fee model ($210,000 base) to higher fixed retainers in 2024 ($350,000) and increased committee chair/member retainers in 2025, improving predictability but increasing guaranteed cash versus variable meeting-based pay .
- Alignment: Direct ownership in JFR is $0 and 0 shares, though deferred fees are notionally invested ($907 in JFR), and aggregate complex holdings are “Over $100,000” — alignment with JFR specifically is limited. RED FLAG: Low direct JFR “skin-in-the-game” (no JFR shares; $0 dollar range) despite committee leadership .
- Conflicts: No related-party transactions or adviser-affiliated company holdings disclosed for Nelson; affiliated company holdings table names Mr. Kenny, not Nelson .
- Tenure and continuity: Serving since 2013 with term to 2026 (Class II), providing continuity within Nuveen’s unitary board; independent Co-Chair framework supports oversight quality .