John Nelson

About John K. Nelson

Independent Board Member of Nuveen Multi-Market Income Fund (JMM) under the Nuveen Funds unitary board structure; born 1962, first joined Nuveen Funds boards in 2013. Currently a Class II Board Member with a term running to the 2026 annual meeting and is slated as a Class II nominee for JMM; designated an “audit committee financial expert.” Education: BA in Economics and MBA in Finance from Fordham University. Prior roles include CEO of ABN AMRO N.V. North America and Global Head of the Financial Markets Division; senior external advisor to Deloitte Consulting’s Financial Services practice.

Past Roles

External Roles

Board Governance

• Independence: All Nuveen Funds Board Members (including Nelson) are “Independent Board Members,” never employees/directors of TIAA/Nuveen or affiliates.
• Committee assignments:
  • Audit Committee: Chair; designated audit committee financial expert.
  • Executive Committee: Member (Young—Chair; members Kenny, Nelson, Toth).
  • Dividend Committee: Member (Thornton—Chair; Lancellotta, Kenny, Nelson, Starr).
  • Nominating & Governance Committee: Member (Young—Chair; Nelson among members).
  • Investment Committee: Member (Lancellotta & Boateng—Co-Chairs; Nelson among members).
  • Closed-End Fund Committee: Member (Moschner—Chair; Nelson among members).
• Attendance: Each Board Member attended ≥75% of Board and applicable committee meetings during the last fiscal year.
• JMM (Multi-Market Income) meeting cadence last fiscal year:

• Election/tenure context: JMM experienced repeated lack of quorum in 2022–2024 causing “holdover” terms, with Nelson last elected to JMM’s Board as a Class II member at the April 22, 2020 meeting; he is a Class II nominee to serve through the 2026 annual meeting.

Fixed Compensation

• Structure (effective Jan 1, 2024, with increases as noted for 2025):
  • Annual retainer: $350,000;
  • Committee membership retainers (2025 levels): Audit $35,000; Compliance/Risk $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End Funds $25,000;
  • Chair retainers (2025 levels): Board Chair $150,000; Audit & Compliance Chairs $35,000; Investment Chair $30,000; Dividend, Nominating & Governance, Closed-End Chairs $25,000;
  • Ad hoc meeting fees and special assignment stipends as specified.
• Aggregate compensation from Nuveen Funds complex (last fiscal year): John K. Nelson $483,250.
• JMM-specific allocation (last fiscal year): John K. Nelson $278 (fund-level allocated amount).
• Deferred Compensation Plan available; amounts tracked to hypothetical fund investments; plan features lump sum or 2–20 year distributions; no retirement/pension plans.

Performance Compensation

• No equity awards (RSUs/PSUs), options, or performance-based incentive metrics are disclosed for Independent Board Members; compensation is cash-based retainers/fees (with optional deferral).

Other Directorships & Interlocks

No current public-company board roles for Nelson are disclosed.

Expertise & Qualifications

• Designated audit committee financial expert; deep experience overseeing financial reporting, valuation, investment risk, and external auditor independence.
• Senior leadership across global markets (FX, commodities, fixed income, derivatives), risk governance, and regulatory interfaces (Fed FX Committee; engagement with BoC, ECB, BoE).
• MBA Finance and BA Economics (Fordham University).

Equity Ownership

• JMM-specific: Beneficial dollar range $0; Shares owned: 0.
• Aggregate beneficial ownership across the family of investment companies overseen: “Over $100,000.”
• Ownership concentration context: As of Feb 18, 2025, each Board Member’s individual beneficial shareholdings constituted <1% of the outstanding shares of each Fund.
• Ownership guidelines: Board Members are expected to invest at least the equivalent of one year of compensation in funds in the complex; compliance status by individual is not disclosed.

Governance Assessment

• Strengths:

  • Independence and seasoned financial/governance expertise; Audit Chair with “financial expert” designation enhances board oversight of valuation, financial reporting, and auditor independence.
  • Broad committee engagement (Audit Chair; Executive, Dividend, Nominating & Governance, Investment, Closed-End Fund Committees) supports board effectiveness.
  • Attendance: Met ≥75% threshold across board/committees in last fiscal year.

• Alignment:

  • Aggregate holdings across Nuveen/TIAA “family of investment companies” reported as Over $100,000; JMM-specific holdings are $0. The board’s stated guideline expects investment equivalent to one year of compensation, but per-director compliance is not disclosed; thus alignment appears moderate at complex level but is not fund-specific.

• Risks/Red Flags:

  • Holdover board terms at JMM due to repeated failure to achieve quorum in 2022–2024; prolonged holdover can signal shareholder disenfranchisement risk and governance inertia.
  • Shareholder concentration: Sit Investment Associates, Inc. owned 56.63% of JMM common shares as of the record date, implying a dominant holder with potential outsized influence over elections and governance outcomes.
  • Individual JMM ownership: Nelson holds $0 and 0 shares in JMM, which may be viewed as a weaker “skin-in-the-game” signal at the fund level.

• Compliance Signals:

  • Section 16(a) filings: Funds report full compliance by Board Members and officers in the last fiscal year.

RED FLAGS: Prolonged holdover trustees due to missing quorum (2022–2024) ; single investor controlling majority of JMM shares (56.63%) ; zero JMM-specific ownership for Nelson .