John K. Nelson
About John K. Nelson
Independent Board Member of Nuveen Quality Municipal Income Fund (NAD) since 2013; born 1962. Former CEO of ABN AMRO N.V. North America and Global Head of Financial Markets; earlier senior roles at ABN AMRO/LaSalle Bank (1996–2008). Education: BA in Economics and MBA in Finance from Fordham University. Currently serves as Audit Committee Chair; classified as “Independent Board Member” (not an “interested person” of the Funds or the Adviser/TIAA/Nuveen) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (North America) | Chief Executive Officer | 2007–2008 | Led Financial Markets Division (FX, Commodities, Fixed Income, EM, Derivatives); represented on committees at Bank of Canada, ECB, Bank of England . |
| ABN AMRO Holdings N.V./LaSalle Bank Corp. | Senior Executive Leadership roles | 1996–2008 | Global Head of Financial Markets Division; member, Federal Reserve Bank FX Committee . |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services practice | 2012–2014 | Advisory role on financial services strategy . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC (private firm) | Director (Board) | 2008–2023 | Branding/marketing communications firm . |
| Fordham University | Director, President’s Council | 2010–2019 | University advisory body . |
| Curran Center for Catholic American Studies | Director | 2009–2018 | Academic center governance . |
| Marian University | Trustee; Chairman of Board | 2011–2013 | Board leadership . |
Board Governance
- Independence: All NAD Board Members, including Nelson, are “Independent Board Members” and have never been employees/directors of TIAA or Nuveen .
- Committee assignments (2025):
- Audit Committee – Chair; designated “audit committee financial expert” .
- Executive Committee – Member .
- Dividend Committee – Member .
- Nominating & Governance Committee – Member .
- Investment Committee – Member .
- Closed-End Fund Committee – Member .
- Committee assignments (2024): Similar structure; Audit Committee Chair; Executive; Dividend; Nominating & Governance; Investment; Closed-End Fund .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
| Meeting Type | FY 2024 (Quality Income) | FY 2025 (Quality Income) |
|---|---|---|
| Regular Board Meeting | 5 | 4 |
| Special Board Meeting | 7 | 8 |
| Executive Committee | 5 | 4 |
| Dividend Committee | 8 | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight | 4 | 6 |
| Audit Committee | 14 | 14 |
| Nominating & Governance | 7 | 5 |
| Investment Committee | 3 | 4 |
| Closed-End Fund Committee | 4 | 4 |
Fixed Compensation
| Component | 2024 Structure (effective Jan 1, 2024) | 2025 Structure (effective Jan 1, 2025) |
|---|---|---|
| Annual Independent Board Member Retainer | $350,000 | $350,000 |
| Audit Committee Membership Retainer | $30,000 | $35,000 |
| Compliance Committee Membership Retainer | $30,000 | $35,000 |
| Investment Committee Membership Retainer | $20,000 | $30,000 |
| Dividend Committee Membership Retainer | $20,000 | $25,000 |
| Nominating & Governance Membership Retainer | $20,000 | $25,000 |
| Closed-End Fund Committee Membership Retainer | $20,000 | $25,000 |
| Chair/Co-Chair of the Board | $140,000 | $150,000 |
| Audit Committee Chair | $30,000 | $35,000 |
| Ad hoc meeting fees | $1,000 or $2,500 | $1,000 or $2,500 |
| Special assignment committees | Chair $1,250/qtr; Members $5,000/qtr | Same structure |
| Compensation Paid (Fund-Level) | FY 2024 | FY 2025 |
|---|---|---|
| NAD (Quality Income) – John K. Nelson | $164 | $13,830 |
| Total Compensation from Nuveen Funds Paid to John K. Nelson | $462,350 | $483,250 |
Notes: Funds have no retirement/pension plans; Directors may elect to defer compensation via the Deferred Compensation Plan; value tracks eligible Nuveen fund shares chosen by the director .
Performance Compensation
- No performance-based equity or cash compensation is disclosed for Independent Board Members. No RSU/PSU/option awards, vesting schedules, or performance metrics (TSR/EBITDA/ESG) are used for director pay .
| Performance Metrics Tied to Compensation | Disclosure |
|---|---|
| Any performance metrics (e.g., TSR, EBITDA, ESG) | None disclosed |
Other Directorships & Interlocks
| Type | Entity | Role | Current/Prior |
|---|---|---|---|
| Public company boards | None disclosed for Nelson | — | Current: None . |
| Private/Non-profit/Academic | Core12 LLC | Director | Prior (2008–2023) |
| Academic | Fordham University (President’s Council) | Director | Prior (2010–2019) |
| Academic | Curran Center for Catholic American Studies | Director | Prior (2009–2018) |
| Academic | Marian University | Trustee; Chairman | Prior (2011–2013) |
- Interlocks/Conflicts: The proxy highlights board member holdings in companies advised by entities under common control with Nuveen; Nelson is not listed in that table (Thomas J. Kenny is) . No related-party transactions involving Nelson are disclosed.
Expertise & Qualifications
- Capital markets and risk oversight: Led multi-asset Financial Markets businesses (FX, commodities, fixed income, EM, derivatives) and served on central bank-related committees; designated Audit Committee financial expert .
- Governance: Extensive board service; Audit Committee Chair responsibilities include auditor selection/oversight, valuation oversight .
- Education: BA Economics, MBA Finance (Fordham University) .
Equity Ownership
- Ownership guideline: Board Members are expected to invest at least one year of compensation in Nuveen funds, either directly or via deferred basis .
| Measure | As of May 31, 2024 | As of May 31, 2025 |
|---|---|---|
| NAD (Quality Income) – Dollar Range held by John K. Nelson | $0 | $0 |
| NAD (Quality Income) – Shares held by John K. Nelson | 0 | 0 |
| Aggregate Dollar Range across all Nuveen registered investment companies overseen | Over $100,000 | Over $100,000 |
- Pledging/Hedging: No pledging or hedging disclosures for Nelson; aggregate and fund-level ownership is below 1% of outstanding shares as of record dates .
- Compliance with ownership guideline: Aggregate “Over $100,000” is disclosed but is range-based; exact compliance against one-year compensation expectation cannot be verified from disclosed ranges .
Governance Assessment
- Strengths:
- Audit Committee Chair with “financial expert” designation; deep capital markets and risk oversight experience .
- High meeting cadence and consistent attendance (≥75% of meetings) ; robust committee coverage including Dividend, Investment, Closed-End Fund .
- Independence from Adviser/TIAA/Nuveen; unitary board structure enhances oversight across fund complex .
- Compensation structure emphasizes fixed retainers and committee work; no equity grants to directors (aligns with regulated fund governance norms) .
- Watch items:
- NAD-specific ownership at $0 and 0 shares while aggregate holdings exceed $100k; guideline speaks to fund complex, but fund-level alignment in NAD is minimal; monitor deferred plan allocations and aggregate exposure trends .
- Year-over-year compensation increases for committee retainers (e.g., Audit/Compliance membership +$5k, Investment +$10k; Board Chair +$10k) reflect higher workload but increase guaranteed cash vs. performance-at-risk pay (not applicable for directors) .
- RED FLAGS: None disclosed regarding related-party transactions, tax gross-ups, hedging/pledging, SEC investigations, or attendance shortfalls .
Director Compensation (Detail)
| Category | FY 2024 Total Nuveen Funds Compensation (Nelson) | FY 2025 Total Nuveen Funds Compensation (Nelson) |
|---|---|---|
| Total | $462,350 | $483,250 |
| NAD (Quality Income) Aggregate Compensation to Nelson | FY 2024 | FY 2025 |
|---|---|---|
| Amount | $164 | $13,830 |
Insider Trades & Section 16
- Delinquent Section 16(a) Reports: Funds report compliance for Board Members and officers in the last fiscal year (no delinquent filings) ; in 2024, compliance noted (exception cited for an officer unrelated to Nelson) .
- Form 4 trades: No Nelson-specific transactions are disclosed in proxies; no Form 4 insider transactions located for Nelson in the 2023–2025 period via review; compliance statements support absence of delinquent reporting .
Related Party Transactions
- No Item 404 related-party transactions involving John K. Nelson are disclosed in the proxy; board member holdings under common control with the Adviser list does not include Nelson .