John K. Nelson

About John K. Nelson

Independent Board Member of Nuveen California AMT‑Free Quality Municipal Income Fund (NKX); born 1962; Class II trustee with current term expiring at the 2026 annual meeting; service on the Nuveen fund complex boards since 2013 . Former CEO of ABN AMRO Bank N.V. North America and Global Head of the Financial Markets Division; prior senior external advisor to Deloitte Consulting’s Financial Services practice; Fordham University BA (Economics) and MBA (Finance) . Deemed an Independent Board Member (not an “interested person” under the Investment Company Act) .

Past Roles

External Roles

Board Governance

• Independence: Not an “interested person” of the Funds, the Adviser, TIAA or Nuveen; all current trustees are Independent Board Members .
• Committee leadership and memberships:
  • Audit Committee: Chair; designated “audit committee financial expert” .
  • Executive Committee: Member (with Board Chair Young, Kenny, Toth) .
  • Dividend Committee: Member .
  • Nominating & Governance Committee: Member .
  • Investment Committee: Member .
  • Closed‑End Fund Committee: Member .
• Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year .
• Meeting intensity (last fiscal year, NKX): 6 regular Board; 9 special Board; 3 Executive; 8 Dividend; 4 Compliance/Risk; 13 Audit; 6 Nominating & Governance; 3 Investment; 4 Closed‑End Funds .
• Board Chair is independent (Robert L. Young), reinforcing board independence and agenda control .

Fixed Compensation

Compensation structure effective January 1, 2025 for Independent Board Members (allocated across the Nuveen fund complex):

Actual paid compensation (latest fiscal year):

• Aggregate compensation paid by NKX to Nelson: $2,792 .
• Total compensation paid from all Nuveen funds to Nelson: $483,250 (includes allocations and any deferred amounts) .

Deferred compensation plan is available; amounts are credited to a book reserve account mirroring chosen Nuveen fund investments; distributions can be lump sum or 2–20 years; Funds have no retirement or pension plans .

Performance Compensation

• No performance‑based cash bonus, stock awards, options, or ESG/TSR/financial metric‑linked compensation disclosed for Independent Board Members .
• Deferred compensation (participating funds) reported for Nelson: $0 in the disclosed table, indicating no current deferral balance in participating funds as of the report .

Other Directorships & Interlocks

No related‑party transactions concerning Nelson are disclosed; Section 16(a) filings were compliant across trustees and officers in the last fiscal year .

Expertise & Qualifications

• Deep global markets and banking leadership (FX, commodities, fixed income, derivatives, EM) from ABN AMRO/LaSalle, including risk oversight and financial controls experience .
• Audit Committee Financial Expert designation and current Audit Committee Chair for the Funds .
• Academic credentials: BA Economics and MBA Finance, Fordham University .

Equity Ownership

Stock ownership governance principle: Trustees are expected to invest at least one year of compensation in Nuveen funds, directly or on a deferred basis; beneficial ownership per‑fund is $0 for NKX, aggregate is “Over $100,000,” and disclosed deferrals for Nelson show $0, which may indicate a shortfall versus the guideline absent other holdings not itemized beyond the aggregate range .

Governance Assessment

• Strengths:

  • Independent director with extensive financial markets and risk oversight background; serves as Audit Committee Chair and SEC‑defined Financial Expert, supporting financial reporting quality and valuation oversight .
  • Broad committee engagement (Audit, Executive, Dividend, Nominating & Governance, Investment, Closed‑End), providing comprehensive governance touchpoints across risk, performance, and shareholder distribution policies .
  • Attendance at or above the 75% threshold, consistent with engaged oversight; high meeting cadence at NKX (13 Audit; 6 N&G; multiple Board/committee meetings) demonstrates active governance workload .

• Potential alignment concerns:

  • NKX specific beneficial ownership is $0 and aggregate fund complex holdings reported only as “Over $100,000,” while the board’s principle expects at least one year’s compensation invested (Nelson’s total compensation $483,250); disclosed deferral balance is $0, suggesting lower visible alignment relative to the guideline unless other unlisted holdings satisfy the expectation (disclosure is aggregate by range, not precise) .
  • No related‑party or interlock conflicts disclosed for Nelson; overall low direct conflict risk; the proxy highlights one trustee’s external private investment interests (Kenny), but none for Nelson .

• Signals for investors:

  • Audit chairmanship and expert designation are positive governance signals for financial reporting integrity and valuation oversight in a leverage‑using closed‑end fund structure .
  • Visible alignment could be strengthened by higher disclosed direct/deferred holdings consistent with the board’s investment principle; current reporting is limited to range data and shows $0 in NKX .

Board Governance (Detail Table)

Director Compensation (Detail Table)

Insider Filings and Compliance

• Section 16(a) and 30(h) filings: Funds report full compliance by trustees and officers in the last fiscal year; no delinquent reports noted .

RED FLAGS

• Low disclosed NKX ownership (0 shares) and only “Over $100,000” aggregate range versus one‑year compensation expectation; no current deferred compensation balance disclosed for Nelson, which may be viewed as weaker ownership alignment pending fuller holdings detail .
• No related‑party transactions or tax gross‑ups, option repricing, or other compensation anomalies disclosed for Nelson; no legal proceedings indicated in proxy materials .