John K. Nelson
About John K. Nelson
Independent Board Member (since 2013) of the Nuveen Real Estate Income Fund (JRS) and other Nuveen closed-end funds; born 1962. He is Chair of the Audit Committee and designated an “audit committee financial expert,” with prior senior leadership in global banking at ABN AMRO (CEO North America; Global Head, Financial Markets) and advisory experience at Deloitte. He holds a BA in Economics and an MBA in Finance from Fordham University. He is classified as an Independent Board Member under NYSE/NASDAQ standards for closed-end funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (incl. LaSalle Bank Corp) | CEO, North America; Global Head, Financial Markets Division; prior executive leadership roles | 1996–2008 (CEO NA and Global Head 2007–2008) | Led currency, commodity, fixed income, emerging markets, and derivatives businesses; represented bank on committees of Bank of Canada, ECB, Bank of England; member of the U.S. Federal Reserve FX Committee . |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services practice | 2012–2014 | Advisory (consulting/accounting) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC (private) | Director | 2008–2023 | Branding/marketing firm . |
| Fordham University | President’s Council member | 2010–2019 | University advisory body . |
| Curran Center for Catholic American Studies (Fordham) | Director | 2009–2018 | Academic center governance . |
| Marian University | Trustee and Chairman of the Board of Trustees | 2011–2013 | Board leadership . |
Board Governance
- Committee leadership and memberships:
- Audit Committee: Chair; designated “audit committee financial expert”; committee composed entirely of Independent Board Members; oversees accounting, financial reporting, auditor independence, and valuation policy .
- Executive Committee: Member (Chair: Young) .
- Dividend Committee: Member (Chair: Thornton) .
- Nominating & Governance Committee: Member; committee composed entirely of Independent Board Members .
- Investment Committee: Member; committee of Independent Trustees overseeing fund performance and risk .
- Closed-End Fund Committee: Member; monitors premiums/discounts, leverage, distribution data, and potential repurchases; engages in workshops on discount management .
- Independence: Committees noted above are comprised solely of Independent Board Members under NYSE/NASDAQ standards for closed-end funds; Nelson is identified as an Independent Board Member .
- Attendance: Each Board Member attended at least 75% of Board and relevant committee meetings in the last fiscal year .
- Term and tenure: Class II Board Member; term runs until the 2026 annual shareholder meeting; joined the Board in 2013 .
Fixed Compensation
- Fee schedule changes:
- Prior to Jan 1, 2024 (CY2023): $210,000 annual retainer; per-meeting fees for Board and committee meetings; Board Chair +$140,000; committee chairs +$20,000; site-visit fees; allocations based on fund net assets .
- Effective Jan 1, 2024 (with increases effective Jan 1, 2025 as noted): $350,000 annual retainer; annual retainers for committee memberships and chairs (with 2025 increases); ad hoc meeting fees ($1,000 or $2,500); special assignment committee quarterly fees; no retirement/pension plans; optional deferred compensation plan available .
Director fee schedule (effective 2024 → 2025):
| Component | 2024 | 2025 |
|---|---|---|
| Annual Board retainer | $350,000 | $350,000 |
| Committee membership retainer – Audit; Compliance, Risk Mgmt & Regulatory Oversight | $30,000 | $35,000 |
| Committee membership retainer – Investment | $20,000 | $30,000 |
| Committee membership retainer – Dividend; Nominating & Governance; Closed-End Funds | $20,000 | $25,000 |
| Board Chair/Co-Chair additional retainer | $140,000 | $150,000 |
| Audit/Compliance Chair additional retainer | $30,000 | $35,000 |
| Investment Chair additional retainer | $20,000 | $30,000 |
| Dividend/Nominating/CEF Chair additional retainer | $20,000 | $25,000 |
| Ad hoc meeting fees (Board/Committees) | $1,000 or $2,500 | $1,000 or $2,500 |
| Special assignment committee fees | Chair/member quarterly fees starting at $1,250/$5,000 | Same unless changed by Board |
JRS-specific and fund-complex compensation (last fiscal year):
| Item | Amount |
|---|---|
| Aggregate compensation from JRS (Real Estate Income) | $993 |
| Total compensation from funds in the Nuveen Fund Complex | $483,250 |
| Deferred compensation balance (JRS) | — (no deferral shown) |
| Retirement/Pension | None (Funds do not have retirement or pension plans) |
Performance Compensation
- Structure: Independent Board Members are paid retainers and fees; no performance-based metrics, stock, or option awards are disclosed for directors. A voluntary Deferred Compensation Plan allows fee deferrals deemed invested in eligible Nuveen funds; Nelson shows no deferred amounts by fund in the table provided .
Performance-linked metrics table:
| Metric | Status |
|---|---|
| Revenue/EBITDA/TSR metrics for director pay | Not applicable (director compensation is retainer/fee-based) |
| Equity/option awards | None disclosed |
| Clawback provisions (director compensation) | Not disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the last five years . |
| Private/Non-profit roles (past five years) | Core12 LLC (Director, 2008–2023); Fordham President’s Council (2010–2019); Curran Center (2009–2018); Marian University Trustee/Chair (2011–2013) . |
| Interlocks/related entities | None disclosed for Nelson; affiliate-advised company holdings table in Appendix lists another director (Kenny), not Nelson . |
Expertise & Qualifications
- Audit oversight and valuation: Audit Committee Chair; designated “audit committee financial expert” overseeing auditors, financial reporting, and valuation policy .
- Capital markets and risk: Extensive global banking/markets leadership (FX, commodities, fixed income, derivatives, emerging markets); participation in regulatory/central bank committees (Fed FX Committee; committees of Bank of Canada, ECB, Bank of England) .
- Education: BA in Economics; MBA in Finance (Fordham University) .
Equity Ownership
| Measure | JRS (Real Estate Income) | Aggregate across Nuveen “family of investment companies” |
|---|---|---|
| Dollar range of equity securities beneficially owned | $0 | Over $100,000 |
| Shares owned | 0 | N/A (aggregate range only) |
| Ownership as % of shares outstanding | <1% (each Board Member individually) | N/A |
Notes:
- Appendix A shows $0 holdings in JRS for Nelson; aggregate range in the fund family is “Over $100,000” .
- The deferred compensation table shows no deferrals for Nelson by fund (table entries blank/none) .
Governance Assessment
- Committee leadership and oversight strength: As Audit Committee Chair and an SEC-designated financial expert, Nelson has a central role in financial reporting integrity and valuation oversight—key for closed-end funds with leverage and discount dynamics .
- Broad engagement: Active across Executive, Dividend, Nominating & Governance, Investment, and Closed-End Fund Committees, indicating wide involvement in distribution policy, performance oversight, governance, and discount management .
- Independence and attendance: Classified as an Independent Board Member; committees are independent; met the ≥75% attendance threshold in the last fiscal year, supporting governance effectiveness .
- Alignment signals: Holds $0 in JRS but reports aggregate holdings “Over $100,000” across the Nuveen fund family; no deferred compensation elections indicated—mixed alignment for JRS-specific exposure .
- Compensation structure evolution: Shift from per-meeting fees (2023) to higher fixed retainers plus committee retainers (2024), with 2025 increases; Nelson’s total complex compensation was $483,250 last fiscal year (JRS portion $993), reflecting substantial time/committee load across 200+ portfolios .
- Conflicts/related parties: No related-party transactions or affiliate-advised company holdings disclosed for Nelson in the proxy appendices; no current public company directorships disclosed that might create interlocks .
References: