John Nelson
About John K. Nelson
John K. Nelson (born 1962) is an Independent Board Member of the Nuveen closed-end funds complex (including NEA), serving since 2013; he holds a BA in Economics and an MBA in Finance from Fordham University and previously led ABN AMRO N.V. North America as CEO and served as Global Head of Financial Markets . He is designated an “audit committee financial expert” and currently chairs the Audit Committee; his current board class/term is listed as Class I or II with terms expiring at the 2026 annual meeting depending on fund .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO N.V. (North America) | Chief Executive Officer, North America; Global Head, Financial Markets Division | CEO 2007–2008; leadership roles 1996–2007 | Member, Federal Reserve FX Committee; representative on committees of Bank of Canada, ECB, and Bank of England |
| Deloitte Consulting LLP | Senior External Advisor (Financial Services practice) | 2012–2014 | External advisory to FS practice |
| Core12, LLC (private) | Director | 2008–2023 | Branding/marketing firm board experience |
| Fordham University | Director, President’s Council; Director, Curran Center for Catholic American Studies | 2010–2019 (President’s Council); 2009–2018 (Curran Center) | University advisory/governance |
| Marian University | Trustee and Chairman, Board of Trustees | 2011–2013 | Board leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company directorships | — | Not disclosed | No public company board roles listed in past five years |
| Non-profit/academic | Various roles at Fordham University; Marian University | Former | Governance/education affiliations |
| Private company | Director, Core12, LLC | Former | 2008–2023 |
Board Governance
- Independence: The Board operates a unitary independent structure; Nelson and all current board members are “not interested persons” and have never been employees/directors of TIAA or Nuveen, qualifying as Independent Board Members .
- Committee assignments and chair roles:
- Audit Committee: Chair; designated “audit committee financial expert” .
- Nominating and Governance Committee: Member .
- Investment Committee: Member .
- Closed-End Fund Committee: Member .
- Dividend Committee: Member .
- Executive Committee: Member .
- Tenure/class: Board Member since 2013; listed as Class I or II Board Member with term expiring at the 2026 annual meeting (fund-specific designation) .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings for the last fiscal year; policy on annual meeting attendance is posted on the fund governance site .
NEA (AMT-Free Quality) meeting cadence (last fiscal year):
| Meeting Type | Count |
|---|---|
| Regular Board Meetings | 4 |
| Special Board Meetings | 8 |
| Executive Committee | 4 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight | 6 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
Director compensation framework (effective Jan 1, 2025):
| Component | Amount |
|---|---|
| Annual retainer (Independent Board Member) | $350,000 |
| Audit Committee membership | +$35,000 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee membership | +$35,000 |
| Investment Committee membership | +$30,000 |
| Dividend Committee membership | +$25,000 |
| Nominating & Governance Committee membership | +$25,000 |
| Closed-End Funds Committee membership | +$25,000 |
| Board Chair premium | +$150,000 |
| Audit or Compliance Chair premium | +$35,000 |
| Investment Committee Chair/Co-Chair premium | +$30,000 |
| Dividend/Nominating/Closed-End Chair premium | +$25,000 |
| Ad hoc meeting fee | $1,000–$2,500 per meeting (length/immediacy) |
| Special assignment committee fees | Chair/Co-Chair: quarterly from $1,250; Members: quarterly from $5,000 |
Aggregate compensation received (latest disclosed period):
| Pay View | Amount |
|---|---|
| Total Compensation from Nuveen Funds paid to John K. Nelson | $483,250 |
Deferred Compensation Plan (available, if elected): Independent Board Members may defer fees into notional Nuveen fund shares with lump-sum or 2–20 year distribution options; John K. Nelson’s deferred amounts appear as $0 across the displayed funds in the latest table excerpt .
Performance Compensation
| Feature | Disclosed? | Notes |
|---|---|---|
| Cash bonus/target bonus | No | Director pay is retainer/fees; no bonus metrics disclosed |
| Equity awards (RSUs/PSUs/options) | Not disclosed | Program described as cash retainers/fees; deferral into fund share equivalents is optional |
| Performance metrics (TSR, EBITDA, ESG) | No | No performance-linked metrics cited for director pay |
| Clawbacks/COC/severance | Not applicable | Not applicable to non-employee directors under disclosed framework |
Other Directorships & Interlocks
| Type | Company/Organization | Role | Period |
|---|---|---|---|
| Public company | — | None disclosed in past five years | — |
| Private company | Core12, LLC | Director | 2008–2023 |
| Academic/non-profit | Fordham University (President’s Council; Curran Center) | Director | 2010–2019; 2009–2018 |
| Academic/non-profit | Marian University | Trustee and Chairman | 2011–2013 |
Expertise & Qualifications
- Capital markets and risk: Former Global Head of Financial Markets at ABN AMRO; broad derivatives, FX, fixed income, commodities oversight and service on central bank-related committees .
- Financial reporting oversight: Audit Committee Chair and SEC-designated “audit committee financial expert” .
- Scale of oversight: Oversees 217 portfolios across the Nuveen Fund Complex, consistent with the unitary board structure .
- Education: BA Economics and MBA Finance, Fordham University .
Equity Ownership
| Measure | Value |
|---|---|
| NEA (AMT-Free Quality) shares owned by John K. Nelson | 0 shares |
| Aggregate dollar range across all registered investment companies overseen in the family | Over $100,000 |
| Shares/amounts pledged as collateral | Not disclosed |
| Deferred compensation balance indicators | Deferred amounts shown as $0 across displayed funds in latest table excerpt |
Governance Assessment
-
Positives:
- Strong independence profile and non-affiliation with TIAA/Nuveen; designated “audit committee financial expert” and chairs the Audit Committee, aligning with robust financial oversight .
- Extensive banking and markets leadership experience (CEO, ABN AMRO N.A.; global markets head) enhances risk, valuation, and audit oversight quality across funds .
- Attendance benchmark met (≥75%) amid a heavy committee schedule and high meeting cadence (e.g., 14 Audit Committee meetings for NEA), indicating engagement .
- Unitary board rationale concentrates expertise across funds, potentially improving efficiency and consistency of oversight .
-
Watch items / potential alignment concerns:
- Zero direct share ownership disclosed in NEA may be viewed as a modest alignment gap at the individual fund level, although aggregate family ownership exceeds $100,000 and deferral is available .
- Significant aggregate compensation ($483,250) and multiple committee assignments reflect workload and responsibility; investors may monitor for overboarding/overstretch risks, though the unitary structure provides a governance rationale .
No related-party transactions, loans, hedging/pledging, or public company interlocks were disclosed for Nelson in the past five years; all current board members are classified as Independent Board Members, which mitigates conflict risk .