John K. Nelson

About John K. Nelson

Independent Board Member of Nuveen Real Asset Income and Growth Fund (JRI) since 2013; Class II trustee with a term expiring at the 2026 annual shareholder meeting. Former CEO of ABN AMRO Bank N.V., North America and Global Head of Financial Markets; Senior External Advisor to Deloitte Consulting (2012–2014). Education: BA Economics and MBA Finance, Fordham University. Born 1962; designated an SEC “audit committee financial expert” and currently serves as Chair of the Audit Committee; oversees 218 Nuveen portfolios across the fund complex.

Past Roles

External Roles

Board Governance

• Independence and classification: Listed among “Board Members/Nominees who are not ‘interested persons’” (independent) and serves as a Class II Board Member with term to 2026.
• Committee leadership and financial expertise: Audit Committee Chair; designated SEC “audit committee financial expert.”
• Committee memberships: Executive Committee (member); Dividend Committee (member); Nominating & Governance Committee (member); Investment Committee (member); Closed-End Fund Committee (member).
• Meeting cadence and attendance: For JRI’s last fiscal year, meetings held: Board regular (5), Board special (9), Executive (5), Dividend (10), Compliance (5), Audit (14), Nominating & Governance (5), Investment (4), Closed-End Fund (4). Each Board Member attended ≥75% of Board and applicable committee meetings.

Fixed Compensation

• Structure evolution:
  • 2023: $210,000 annual retainer; per-meeting fees (e.g., $7,250 regularly scheduled board day; $2,500 Audit/Closed-End/Investment; $5,000 Compliance/Risk; $1,250 Dividend; $500 other committees), plus chair retainers ($20,000 for committee chairs; $140,000 Board Chair).
  • Effective Jan 1, 2024 (and stepped-up Jan 1, 2025): $350,000 base retainer; committee membership annual retainers ($30,000→$35,000 Audit and Compliance; $20,000→$30,000 Investment; $20,000→$25,000 Dividend, Nominating & Governance, Closed-End). Chair retainers: Board Chair $140,000→$150,000; Audit/Compliance Chair $30,000→$35,000; Investment Chair $20,000→$30,000; Dividend/Nominating/Closed-End Chair $20,000→$25,000; ad hoc meetings $1,000 or $2,500 per meeting; special assignment committee fees.

Performance Compensation

• No performance-based incentives or equity grants are disclosed for independent Board Members; compensation consists of retainers and committee fees (with optional fee deferral).

Other Directorships & Interlocks

Expertise & Qualifications

• Audit and financial oversight: SEC “audit committee financial expert” and Audit Committee Chair; long tenure overseeing audit/valuation, auditor independence, and financial reporting.
• Global markets leadership: Led ABN AMRO’s Financial Markets Division (FX, commodities, fixed income, EM, derivatives) and served as CEO, North America.
• Policy/market committees: Served on the Federal Reserve FX Committee; interacted with Bank of Canada, ECB, and Bank of England committees during ABN AMRO tenure.
• Education: BA Economics; MBA Finance (Fordham University).

Equity Ownership

Governance Assessment

• Strengths

  • Deep markets and risk expertise; designated audit committee financial expert and Audit Committee Chair enhances financial reporting oversight and valuation governance.
  • Broad committee participation (Audit Chair; Executive/Dividend/Nominating/Investment/Closed-End member) signals high engagement and influence on distribution policy, investment oversight, discount management, and governance processes.
  • Attendance: At least 75% of Board and applicable committee meetings during the last fiscal year; JRI had a heavy meeting load (e.g., 14 Audit, 10 Dividend), indicating active governance cadence.

• Alignment and risks

  • Low direct ownership in JRI (0 shares; $0 dollar range) can be perceived as weaker fund-level alignment, though he reports over $100,000 invested across the Nuveen family of funds.
  • Compensation shift increases guaranteed retainers and committee retainers (2024–2025 increases), reducing pay-at-risk and potentially elevating pay inflation risk; however, it better reflects workload and reduces meeting-by-meeting incentives.
  • No related-party holdings or adviser-affiliated company investments disclosed for Nelson (contrast: another director disclosed such holdings), supporting independence and lower conflict risk.

• Red flags

  • None evident related to legal proceedings, pledged shares, or related-party transactions for Nelson in the proxy; continuous monitoring recommended.

Board Governance (Committee Detail Snapshot)

Note: Each Board Member attended ≥75% of Board and committee meetings during the last fiscal year.

Director Compensation (JRI and Complex)

Independent Board Member compensation in 2023 relied on per-meeting fees; effective Jan 1, 2024 (stepping up Jan 1, 2025), compensation moved to higher base retainers plus committee membership and chair retainers; ad hoc meeting fees apply; fee deferral program available; no pension plans.

Other Notes

• Election/tenure: Class II; term to 2026 annual meeting; joined Board in 2013.
• Independence: Listed among non-“interested persons”; Audit Committee comprised entirely of independent members per NYSE/NASDAQ standards.