John Nelson
About John K. Nelson
Independent Board Member of Nuveen funds; born 1962; serves on the Board since 2013. Nelson holds a BA in Economics and an MBA in Finance from Fordham University and has extensive global banking and markets leadership experience, including CEO of ABN AMRO Bank N.V., North America and Global Head of its Financial Markets Division; he also served as a senior external advisor to Deloitte’s financial services practice (2012–2014) . He is designated an “audit committee financial expert” by the SEC and currently chairs the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. | CEO, North America; Global Head, Financial Markets Division | 1996–2008 (various roles; CEO 2007–2008) | Led FX, commodities, fixed income, EM, derivatives; represented the bank on committees at the Bank of Canada, ECB, and Bank of England; member of the U.S. Fed FX Committee |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services Practice | 2012–2014 | Advisory to consulting/accounting practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC (private) | Director | 2008–2023 | Branding/marketing firm director |
| Fordham University | President’s Council (Director) | 2010–2019 | Advisory/engagement role |
| Curran Center for Catholic American Studies | Director | 2009–2018 | Board service |
| Marian University | Trustee; Chairman of Board of Trustees | 2011–2013 | Governance leadership |
Board Governance
- Independence: Nelson is an Independent Board Member per NYSE/NASDAQ closed‑end listing standards .
- Committee leadership: Chair, Audit Committee; SEC-designated “audit committee financial expert” .
- Committee memberships:
- Audit Committee (Chair)
- Executive Committee
- Dividend Committee
- Closed-End Fund Committee
- Nominating & Governance Committee
- Investment Committee
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings during the last fiscal year (Nelson included) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual retainer (Independent Board Members) | 350,000 | Effective Jan 1, 2025 |
| Committee membership – Audit | 35,000 | Annual retainer for membership |
| Committee membership – Investment | 30,000 | Annual retainer for membership |
| Committee membership – Dividend | 25,000 | Annual retainer for membership |
| Committee membership – Nominating & Governance | 25,000 | Annual retainer for membership |
| Committee membership – Closed-End Funds | 25,000 | Annual retainer for membership |
| Chair fee – Audit Committee | 35,000 | Annual fee to committee chair |
| Ad hoc meeting fees | 1,000–2,500 | Per meeting, based on length/immediacy |
| Special assignment committees – Chair quarterly fee | Starting at 1,250 | Per quarter |
| Special assignment committees – Member quarterly fee | Starting at 5,000 | Per quarter |
| Total compensation from Nuveen funds paid to John K. Nelson | 483,250 | Aggregate from all funds (latest reported) |
Prior structures: As of Dec 31, 2023, compensation was meeting‑fee heavy (e.g., $7,250/day for regular Board meetings; varying per‑committee meeting fees) with a $210,000 annual retainer; in 2024, moved to $350,000 retainer plus lower membership retainers; in 2025, retainers were increased modestly (e.g., Audit membership to $35,000) .
Performance Compensation
| Item | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs), options, performance bonuses | Not disclosed/Not applicable for Independent Board Members |
| Deferred compensation – John K. Nelson (selected Participating Funds) | $0 deferred fees payable reported across multiple funds, including AMT‑Free Credit Income, Credit Income, AMT‑Free Quality, Quality Income, Select Maturities, and Taxable Income |
Deferred Compensation Plan: Independent Board Members may elect to defer fees; deferrals are credited to a notional account tracking eligible Nuveen fund shares, with distributions in a lump sum or over 2–20 years; funds have no retirement/pension plans .
Other Directorships & Interlocks
- Current public company boards: None disclosed in the past five years in the proxy; external roles are private/non‑profit, reducing interlock/conflict risk .
- Committee roles elsewhere: Not disclosed beyond audit‑related expertise designation within Nuveen funds .
Expertise & Qualifications
- Education: BA Economics; MBA Finance (Fordham University) .
- Technical/financial expertise: Extensive global markets leadership; FX, commodities, fixed income, derivatives; audit committee financial expert .
- Industry experience: Global banking; executive leadership at ABN AMRO; advisory to Deloitte .
- Board qualifications: SEC “audit committee financial expert” designation .
Equity Ownership
| Measure | NAN | Aggregate Across Nuveen Funds |
|---|---|---|
| Dollar range of equity securities | $0 | Over $100,000 |
| Shares owned (as of May 31, 2025) | 0 | Group totals include share equivalents from deferred comp; individual director totals for Nelson are 0 across listed funds |
| Shares pledged as collateral | Not disclosed in proxy | |
| Ownership guidelines/compliance | Not disclosed in proxy |
Governance Assessment
-
Positives
- Chairs Audit Committee; SEC‑designated financial expert—supports robust financial reporting oversight and auditor independence .
- Broad committee engagement (Executive, Dividend, Closed‑End, Nominating & Governance, Investment), indicating high involvement in fund operations and risk oversight .
- Attendance meets Board’s threshold (≥75%)—acceptable engagement standard .
-
Concerns/RED FLAGS
- Equity alignment: $0 ownership and 0 shares in NAN—signals limited fund‑specific “skin‑in‑the‑game” despite an aggregate “Over $100,000” across the family of funds; alignment at the individual fund level may be weak .
- Compensation structure: 100% cash retainers/fees; no at‑risk or performance‑conditioned equity—limited direct pay‑for‑performance linkage for directors (typical for funds, but noteworthy for alignment analysis) .
- Deferred compensation: No deferral elections recorded for Nelson across listed funds, removing a potential long‑term alignment mechanism .
-
Structure Changes (signal)
- Shift from meeting‑fee model (2023) to higher fixed retainers (2024–2025) increases guaranteed compensation and reduces variability tied to meeting load; improves predictability but does not add performance linkage .
-
Related‑Party/Conflicts
- No related‑party transactions involving Nelson disclosed in the proxy; external roles are primarily private/non‑profit and historical, reducing perceived conflict risk .