John Nelson
About John K. Nelson
Independent trustee of Nuveen Mortgage & Income Fund (JLS) since 2013; year of birth 1962. Former CEO of ABN AMRO Bank N.V., North America and Global Head of the bank’s Financial Markets Division; earlier senior roles across global banking and markets (1996–2008). Designated “audit committee financial expert” and currently chairs the Funds’ Audit Committee; prior service as Senior External Advisor to Deloitte Consulting’s financial services practice (2012–2014). Education: B.A. in Economics and M.B.A. in Finance, 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; various executive leadership roles | 1996–2008 | Led currency, commodity, fixed income, EM, derivatives businesses; represented bank on committees of BoC, ECB, BoE; member, U.S. Fed FX Committee |
| Deloitte Consulting LLP | Senior External Advisor (Financial Services) | 2012–2014 | External advisory to FS practice |
| Core12 LLC (private firm) | Director | 2008–2023 | Branding/marketing advisory firm governance |
| Marian University | Trustee and Chair of the Board of Trustees | 2011–2013 | Board leadership |
| Fordham University | President’s Council (Member) | 2010–2019 | University advisory role |
| Fordham University | Curran Center for Catholic American Studies (Director) | 2009–2018 | Academic center governance |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Core12 LLC | Director | Former (2008–2023) | Private firm board service |
| Fordham University | President’s Council | Former (2010–2019) | Advisory council |
| Fordham University – Curran Center | Director | Former (2009–2018) | Academic board |
| Marian University | Trustee; Chair, Board of Trustees | Former (2011–2013) | Board leadership |
| Other current public company directorships | — | None disclosed | No current public company boards listed for Nelson |
Board Governance
| Governance Aspect | Details |
|---|---|
| Independence | All trustees, including Nelson, are “Independent Board Members” (not “interested persons” of the Funds or adviser; never employees/directors of TIAA/Nuveen) . |
| Board/class & tenure | Class II trustee; term to 2026; trustee since 2013 . |
| Board leadership | Independent Chair: Robert L. Young (not Nelson) . |
| Committee roles | Executive Committee (Member) ; Dividend Committee (Member) ; Audit Committee (Chair; designated “audit committee financial expert”) ; Nominating & Governance Committee (Member) ; Investment Committee (Member) ; Closed‑End Fund Committee (Member) . |
| Attendance | Each trustee attended ≥75% of board and committee meetings in the last fiscal year . |
| Meeting cadence (JLS) | Last fiscal year: 5 Regular Board; 9 Special Board; 5 Executive; 10 Dividend; 5 Compliance; 14 Audit; 5 Nominating & Governance; 4 Investment; 4 Closed‑End Fund Committee . |
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Member) | $350,000 | $350,000 | Effective Jan 1, 2024. |
| Committee membership – Audit | $30,000 | $35,000 | Per member. |
| Committee membership – Compliance, Risk Mgmt & Regulatory Oversight | $30,000 | $35,000 | Per member. |
| Committee membership – Investment | $20,000 | $30,000 | Per member. |
| Committee membership – Dividend | $20,000 | $25,000 | Per member. |
| Committee membership – Nominating & Governance | $20,000 | $25,000 | Per member. |
| Committee membership – Closed‑End Funds | $20,000 | $25,000 | Per member. |
| Board Chair add’l retainer | $140,000 | $150,000 | Board Chair (applies to Chair, not Nelson). |
| Audit/Compliance Chair add’l retainer | $30,000 | $35,000 | Committee Chair add‑on. |
| Investment Chair add’l retainer | $20,000 | $30,000 | Committee Chair add‑on. |
| Dividend/NomGov/Closed‑End Chair add’l retainer | $20,000 | $25,000 | Committee Chair add‑on. |
| Ad hoc meeting fees | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting | Based on length/immediacy. |
| Special assignment committees | Chair: quarterly from $1,250; Members: quarterly from $5,000 | Same | As assigned. |
| Pension/retirement | None | None | Funds have no retirement or pension plan. |
| Deferred compensation plan | Available; fund‑linked book accounts | Available | Elective deferral feature. |
| Fund‑level pay to Nelson (last fiscal year) | Amount |
|---|---|
| JLS (Nuveen Mortgage & Income Fund) – Aggregate compensation to John K. Nelson | $404 |
| Complex‑level pay to Nelson (last fiscal year) | Amount |
|---|---|
| Total compensation from funds in the Fund Complex (allocated across Nuveen funds) | $483,250 |
No deferred fees were reported for Nelson in the Participating Funds table (blank entries across funds for his column) .
Performance Compensation
| Element | Disclosure |
|---|---|
| Performance‑based cash bonus | Not applicable for independent trustees; none disclosed . |
| Equity awards (RSUs/PSUs/options) | None disclosed for trustees; compensation is cash retainers/fees; no options . |
| Performance metrics for pay (e.g., TSR, EBITDA, ESG) | None disclosed for trustees . |
| Clawbacks, severance, CIC provisions | Not applicable to independent trustees; none disclosed . |
Other Directorships & Interlocks
| Company/Institution | Role | Type | Overlap/Interlock Risk |
|---|---|---|---|
| Core12 LLC | Director (2008–2023) | Private firm | No related‑party transactions disclosed; no current overlap noted . |
| Fordham University (President’s Council) | Member (2010–2019) | Academic | Not a corporate interlock . |
| Marian University | Trustee; Chair (2011–2013) | Academic | Not a corporate interlock . |
| Current public company boards | None disclosed | — | None . |
Expertise & Qualifications
- Financial reporting and risk oversight depth; designated as an SEC “audit committee financial expert” and serves as Audit Committee Chair .
- Global markets and banking leadership experience (ABN AMRO Global Head, Financial Markets; North America CEO) .
- Governance and board process experience across multiple institutions within Nuveen’s unitary board structure .
Equity Ownership
| Measure | JLS (Mortgage & Income) | Complex‑wide |
|---|---|---|
| Dollar range beneficially owned | $0 | Over $100,000 across all registered investment companies overseen (family of funds) |
| Shares owned | 0 shares in JLS | Not itemized; aggregate range “Over $100,000” |
| Ownership as % of outstanding | <1% (each trustee individually) | <1% (trustees/officers as a group in each fund) |
| Ownership guidelines | Board principle: expected to invest at least one year of compensation in funds in the complex | Same |
| Pledging/hedging | Not disclosed | Not disclosed |
Governance Assessment
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Strengths
- Independence and oversight: Nelson is independent and chairs the Audit Committee, bringing CFO-level scrutiny to financial reporting, valuation oversight, and auditor independence; designated audit committee financial expert .
- Engagement: Serves on multiple key committees (Executive, Dividend, Nominating & Governance, Investment, Closed‑End) with boards/committees meeting frequently (e.g., JLS Audit Committee met 14x; Board held 5 regular and 9 special meetings) and ≥75% attendance for all trustees .
- Relevant domain expertise: Senior leadership in global markets and bank risk businesses supports portfolio, leverage, and valuation risk oversight .
-
Potential concerns and monitoring items
- Ownership alignment at the fund level: $0 holding in JLS specifically, despite the board‑wide expectation to invest at least one year of compensation in funds in the complex (he does report Over $100,000 complex‑wide, but not in JLS) .
- Compensation optics: Substantial increase in board retainers and committee fees in 2024/2025 across the complex; ensure fee increases align with workload (committee cadence is high) and shareholder outcomes .
-
Red flags
- None disclosed for related‑party transactions, pledging, hedging, legal proceedings, or Section 16(a) compliance (Funds indicate trustee/officer compliance) .