John Nelson
About John K. Nelson
Independent Board Member of Nuveen Taxable Municipal Income Fund (NBB). Born 1962; Board member in the Nuveen fund complex since 2013. Former CEO, ABN AMRO Bank N.V. North America, and Global Head of the bank’s Financial Markets Division; earlier senior leadership roles at ABN AMRO/LaSalle Bank. BA in Economics and MBA in Finance, Fordham University. Designated Audit Committee Financial Expert and currently Audit Committee Chair. Independent (not an “interested person” of the Funds or adviser/affiliates) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V./LaSalle Bank | CEO, North America; Global Head, Financial Markets Division; various executive leadership roles | CEO NA and Global Head FM (2007–2008); executive roles (1996–2007) | Led Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses; represented the bank on committees of the Bank of Canada, ECB, and Bank of England; member, Federal Reserve FX Committee . |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services practice | 2012–2014 | External advisory to FS practice . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC (private) | Director | 2008–2023 | Branding/marketing firm . |
| Fordham University | President’s Council, Member | 2010–2019 | Advisory role . |
| Curran Center for Catholic American Studies | Director | 2009–2018 | Board role . |
| Marian University | Trustee and Chair of Board of Trustees | 2011–2013 | Governance leadership . |
Board Governance
- Independence and status
- Independent Board Member; has never been an employee/director of TIAA/Nuveen or affiliates .
- Class II director for NBB with term expiring at the 2026 annual meeting .
- Committee leadership and memberships
- Audit Committee: Chair; designated SEC “audit committee financial expert” .
- Executive Committee: Member .
- Dividend Committee: Member .
- Nominating & Governance Committee: Member .
- Investment Committee: Member .
- Closed-End Fund Committee: Member .
- Board leadership context
- Unitary board across the Nuveen fund complex; independent Chair of the Board (Robert L. Young) .
- Attendance
- Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- NBB (Taxable Income) meeting counts last fiscal year: Board regular 4; special 7; Executive 3; Dividend 8; Compliance 4; Audit 14; Nominating & Governance 6; Investment 4; Closed-End 4 .
Fixed Compensation
- Structure (effective January 1, 2025)
- Annual retainer: $350,000.
- Committee retainers: Audit $35,000; Compliance/Risk $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End Funds $25,000.
- Chair retainers: Board Chair $150,000; Audit and Compliance Chairs $35,000; Investment Chair/Co-Chair $30,000; Dividend, Nominating & Governance, Closed-End Chairs $25,000.
- Ad hoc meetings: $1,000 or $2,500 per meeting depending on length/immediacy .
- Changes vs prior year (signal)
- Increases from pre-2025 structure (e.g., Audit/Compliance membership retainer $30k → $35k; Investment $20k → $30k; Dividend/Nominating/Closed-End $20k → $25k), reflecting higher workload/complexity across committees .
| Compensation Item | Amount | Source |
|---|---|---|
| NBB (Taxable Income) – Aggregate compensation to Nelson for last fiscal year (FY ended Mar 31, 2025) | $1,836 | |
| Total compensation from Nuveen Funds (complex-wide) paid to Nelson | $483,250 | |
| Deferred compensation plan availability (director-elected) | Available (no plan-wide pension/retirement) | |
| Nelson deferred fee balance reported (fund-level disclosures) | $0 (across listed funds) |
Performance Compensation
- The proxy describes director compensation as retainers/committee fees and ad hoc fees; no stock, PSU/RSU, or option award tables for independent directors are disclosed. No performance metrics tied to director pay are presented .
- The Funds do not have retirement or pension plans; a voluntary deferred compensation plan is available to directors (see above) .
| Performance-linked Element | Terms | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | No grants or performance metrics disclosed for directors . |
| Option awards | None disclosed | No option award disclosures for directors . |
| Pay metrics (TSR/revenue/ESG) | None disclosed | No performance metric framework for director pay . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships (past five years) | None disclosed for Nelson . |
| Private/non-profit/academic boards (past five years) | Core12 LLC (private) Director; Fordham University President’s Council; Curran Center for Catholic American Studies; Marian University (earlier) . |
| Adviser/affiliate interlocks | Board affirms all independent members are not interested persons and have never been employees/directors of TIAA/Nuveen/affiliates . |
| Holdings in adviser-affiliated private vehicles | Table disclosed holdings for another director (Kenny); Nelson not listed in that table . |
Expertise & Qualifications
- Financial, markets, and risk oversight: Former Global Head, Financial Markets (FX, commodities, fixed income, EM, derivatives) at ABN AMRO; designated audit committee financial expert; Audit Committee Chair .
- Executive leadership and governance: Former CEO of ABN AMRO North America; significant board and committee leadership experience .
- Education and credentials: BA Economics; MBA Finance (Fordham University) .
Equity Ownership
- Director ownership guideline: Each Board Member is expected to invest at least the equivalent of one year of compensation in the funds in the Fund Complex (directly or via deferral) .
- Individual and aggregate holdings (as of May 31, 2025 unless noted)
| Measure | NBB (Taxable Income) | Fund Complex Aggregate | Notes |
|---|---|---|---|
| Dollar range – Nelson | $0 | Over $100,000 | Fund-level and complex-level ranges per proxy. |
| Shares owned – Nelson | 0 | N/A | Complex level reported as dollar range. |
| % of shares outstanding – Nelson | <1% (each director) | N/A | Each director’s holdings in each fund are <1% as of June 20, 2025 . |
| Pledging/hedging | Not disclosed | — | No pledging disclosure identified in proxy . |
Insider Trades and Section 16
| Item | Status |
|---|---|
| Section 16(a) compliance (most recent fiscal year) | Funds report directors, officers, and adviser-affiliates complied with all applicable Section 16(a) filing requirements . |
| Form 4 transactions disclosed in proxy | Not detailed in proxy; only compliance statement provided . |
Governance Assessment
- Strengths
- Independence and breadth of oversight: Independent status; chairs Audit Committee; designated financial expert; serves across Executive, Dividend, Nominating & Governance, Investment, and Closed-End Fund Committees—positioned to influence controls, valuation, audit independence, and discount/Leverage oversight for closed-end funds .
- Engagement: ≥75% attendance threshold met; NBB experienced a high volume of committee activity (e.g., 14 Audit Committee meetings), supporting robust oversight cadence .
- No related-party exposure disclosed: Not listed in affiliate investment disclosure table; Board asserts independence from TIAA/Nuveen .
- Alignment considerations
- No direct ownership in NBB as of May 31, 2025 (dollar range $0; shares 0), which may be viewed as a modest alignment gap at the fund level; however, aggregate investment across the fund complex is “Over $100,000,” and the Board has an expectation that directors invest at least one year of compensation in complex funds .
- Compensation scrutiny
- 2025 retainer increases and enhanced committee retainers reflect heavier oversight workloads (e.g., 14 Audit meetings for NBB) but raise absolute pay levels. Nelson’s complex-wide compensation was $483,250; NBB-specific pay was $1,836 for its fiscal year—key for analyzing pay-for-service proportionality .
- RED FLAGS
- None evident on related-party transactions, option repricing, or Section 16 compliance. Fund-level ownership at $0 is a watch item for “skin-in-the-game” at the specific fund, mitigated by complex-wide investments and the guideline principle .
Citations