John K. Nelson
About John K. Nelson
Independent Board Member of Nuveen Preferred & Income Opportunities Fund (JPC), born 1962; trustee since 2013 (Class II; current term expires at the 2026 annual meeting). He is an “Independent Board Member” under the 1940 Act and NYSE/NASDAQ standards and is designated an audit committee financial expert. Education: BA in Economics and MBA in Finance, Fordham University. Prior roles include CEO of ABN AMRO N.V. North America and Global Head of ABN AMRO’s Financial Markets Division; Senior External Advisor to Deloitte’s Financial Services practice. Oversees 218 portfolios in the fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Holdings N.V. (incl. LaSalle Bank Corp.) | CEO, ABN AMRO N.V. North America; Global Head, Financial Markets Division; various executive leadership roles | 1996–2008 (CEO 2007–2008) | Member, Federal Reserve Bank FX Committee; represented bank on committees of Bank of Canada, ECB, Bank of England |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services practice | 2012–2014 | Advisory role to FS practice |
External Roles
| Organization | Public/Private/Non‑profit | Role | Tenure |
|---|---|---|---|
| Core12 LLC | Private | Director | 2008–2023 |
| Fordham University – President’s Council | Non-profit/Academic | Member | 2010–2019 |
| Fordham – Curran Center for Catholic American Studies | Academic | Director | 2009–2018 |
| Marian University | Non-profit/Academic | Trustee; Chairman, Board of Trustees | 2011–2013 |
Board Governance
- Independence: All current trustees, including Nelson, are not “interested persons” of the Funds or the adviser/affiliates and are deemed Independent Board Members.
- Committee assignments and roles (unitary board across Nuveen closed-end funds):
- Executive Committee: Member
- Dividend Committee: Member
- Audit Committee: Chair; designated SEC “audit committee financial expert”
- Nominating & Governance Committee: Member
- Investment Committee: Member
- Closed‑End Fund Committee: Member
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings during the last fiscal year.
- Meeting cadence (JPC – last fiscal year):
- Regular Board: 5; Special Board: 8; Executive: 8; Dividend: 8; Compliance/Risk: 6; Audit: 14; Nominating & Governance: 5; Investment: 4; Closed‑End Fund: 4.
Fixed Compensation
- Structure (effective Jan 1, 2024; increased effective Jan 1, 2025 where noted):
- Annual base retainer (Independent Board Members): $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 Chair $35,000; Compliance/Risk Chair $35,000; Investment Chair $30,000; Dividend/Nominating/Closed‑End Chairs $25,000.
- Ad hoc meetings: $1,000–$2,500 depending on length/immediacy; special assignment committee quarterly fees (chair starting at $1,250; members starting at $5,000).
- Deferred Compensation Plan available (elective deferral into Nuveen funds).
| Item | Amount / Status |
|---|---|
| JPC (fund-level) compensation paid to Nelson – last fiscal year | $9,674 |
| Aggregate compensation from funds in the fund complex paid to Nelson – last fiscal year | $483,250 |
| Deferred compensation balance reported for Nelson | None shown in deferred-fee table (no amounts listed under his column) |
Performance Compensation
Directors do not receive performance-based bonuses, options, or PSU/RSU grants; compensation is cash retainers/fees. No performance metrics tied to director pay are disclosed.
| Performance Metric | Used for Director Compensation? | Notes |
|---|---|---|
| Revenue/EBITDA/TSR/ESG goals | No | Not applicable to non‑employee fund trustees; no performance-linked awards disclosed. |
Other Directorships & Interlocks
- Public company directorships (current/past 5 years): None disclosed for Nelson.
- Private/non‑profit roles: Core12 LLC (private), Fordham University bodies, Marian University (details above).
- Interlocks/overlaps: No related-party interlocks or roles with the adviser/affiliates disclosed for Nelson.
Expertise & Qualifications
- Capital markets and risk oversight expertise from senior leadership in global banking/markets (ABN AMRO) and advisory experience (Deloitte).
- Designated audit committee financial expert; chairs the Audit Committee overseeing audits, valuation policies, and financial reporting integrity.
- Advanced finance education (MBA) and deep governance experience across a 218‑portfolio fund complex under a unitary board structure.
Equity Ownership
| Measure | JPC (JPC) | Fund Complex (All Registered Investment Companies) | Notes/Status |
|---|---|---|---|
| Beneficially owned shares (as of Dec 31, 2024) | 0 | — | JPC shares owned by Nelson: 0. |
| Ownership as % of shares outstanding | <1% | — | Each Board Member individually owned <1% of each Fund as of Feb 18, 2025. |
| Aggregate dollar range held across fund complex | — | Over $100,000 | Disclosed aggregate range across family of funds. |
| Deferred compensation elections | None shown | — | No deferred fee amounts listed for Nelson across participating funds. |
| Shares pledged/hedged | Not disclosed | Not disclosed | No pledging/hedging disclosure specific to Nelson. |
Governance Assessment
- Strengths
- Independent trustee with 12+ years of service; deep markets expertise; Audit Committee Chair and SEC-defined “financial expert” strengthen financial oversight and valuation governance.
- Broad committee participation (Executive, Dividend, Nominating & Governance, Investment, Closed‑End) indicates active engagement across risk, performance, and distribution policies.
- Attendance at or above 75% of meetings; no Section 16(a) filing delinquencies reported.
- Potential watch items
- No direct JPC share ownership disclosed (0 shares), though aggregate holdings across the family of funds exceed $100,000; the board’s governance principle expects each Board Member to invest at least one year of compensation in funds in the complex, but individual compliance status is not disclosed.
- Compensation structure moved to high fixed retainers in 2024/2025; while common in fund complexes, the cash-heavy mix lacks explicit performance linkage (typical for fund trustees).
Related‑Party Transactions and Conflicts
- Independence affirmed: trustees (including Nelson) are not “interested persons” and have never been employees/directors of TIAA/Nuveen or affiliates.
- No related‑party transactions, loans, or family relationships involving Nelson are disclosed in the proxy.
- Appendix A shows certain trustees with holdings in companies advised by affiliates; no such holdings are listed for Nelson.
Director Compensation (JPC) and Meeting Environment
| Category | Amount / Count |
|---|---|
| JPC compensation paid to Nelson (last fiscal year) | $9,674 |
| Board/Committee meetings at JPC (last fiscal year) | Board (Reg/Special): 5/8; Exec: 8; Dividend: 8; Compliance/Risk: 6; Audit: 14; Nominating: 5; Investment: 4; Closed‑End: 4 |
Notes on Shareholder Votes and Filings
- Director terms and classifications: Nelson is a Class II trustee for JPC with term expiring 2026.
- Proxy indicates election processes for trustees across funds; all current and continuing trustees, including Nelson, are independent.
- Section 16(a): Funds report compliance with filing requirements in the last year (no delinquent reports noted).