John K. Nelson
About John K. Nelson
John K. Nelson (born 1962) is an Independent Board Member of Nuveen Multi-Asset Income Fund (NMAI), serving since 2013 and currently a Class II trustee with a term expiring at the 2026 annual meeting; he is designated an SEC “audit committee financial expert” and serves as Chair of the Audit Committee for the Nuveen Funds’ unitary board . Nelson’s background includes CEO of ABN AMRO Bank N.V. North America and Global Head of the Financial Markets Division, with prior senior roles at ABN AMRO/LaSalle Bank (1996–2008); he also served as a Senior External Advisor to Deloitte Consulting LLP’s Financial Services practice (2012–2014) and holds a BA in Economics and an MBA in Finance from Fordham University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (North America) | Chief Executive Officer | 2007–2008 | Led North America; oversight of banking operations |
| ABN AMRO Bank N.V. | Global Head, Financial Markets Division | 2007–2008 | Led Currency, Commodity, Fixed Income, Emerging Markets, Derivatives businesses; central bank committee participation |
| ABN AMRO/LaSalle Bank Corporation | Various executive leadership roles | 1996–2007 | Senior leadership across global banking and markets |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services practice | 2012–2014 | Advised FS clients (consulting/accounting) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC (private) | Director | 2008–2023 | Branding/marketing strategy firm |
| Fordham University | President’s Council (Member) | 2010–2019 | Advisory role |
| Curran Center for Catholic American Studies | Director | 2009–2018 | Academic board role |
| Marian University | Trustee and Chair of the Board | 2011–2013 | Board leadership |
Board Governance
- Independence: The Nuveen Funds’ board (including NMAI) states all nominees and continuing trustees, including Nelson, are “not interested persons” under the 1940 Act and have never been employees/directors of TIAA/Nuveen or affiliates; thus, they are deemed Independent Board Members .
- Board structure: Unitary independent board across the Nuveen complex with Robert L. Young as Independent Chair; committees oversee audit, compliance/risk, investments, nominations, dividends, closed-end fund issues, and an executive committee acts between regular meetings .
- Committee assignments (NMAI): Executive Committee (member), Dividend Committee (member), Audit Committee (Chair; SEC “financial expert”), Nominating & Governance (member), Investment (member), Closed-End Fund Committee (member) .
- Attendance: Each Board Member attended 75% or more of board and applicable committee meetings during the last fiscal year .
NMAI board and committee meetings held (last fiscal year):
| Meeting Type | Count |
|---|---|
| Regular Board | 5 |
| Special Board | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight | 5 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Additional governance context:
- Classified board terms can delay replacing a majority of trustees by up to two years, affecting turnover dynamics .
- The board eliminated “control share” by-law provisions on Feb 28, 2024, a shareholder-rights positive for closed-end funds .
Fixed Compensation
Board-wide compensation framework (Independent Trustees; effective dates and amounts):
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual retainer (Trustee) | $210,000 | $350,000 | $350,000 |
| Audit Committee member retainer | Per-meeting fees (varied) | $30,000 | $35,000 |
| Compliance/Risk/Reg. Oversight member retainer | Per-meeting fees (varied) | $30,000 | $35,000 |
| Investment Committee member retainer | Per-meeting fees (varied) | $20,000 | $30,000 |
| Dividend, Nominating & Governance, Closed-End member retainer (each) | Per-meeting fees (varied) | $20,000 | $25,000 |
| Board Chair additional retainer | $140,000 | $140,000 | $150,000 |
| Committee Chair additional retainers (ranges) | $20,000 (most committees) | $20,000–$30,000 | $25,000–$35,000 |
| Ad hoc meeting fee | N/A | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting |
| Special assignment committees (quarterly) | N/A | Chair from $1,250; members from $5,000 | Chair from $1,250; members from $5,000 |
Director-level amounts paid (last fiscal year):
| Metric | Amount |
|---|---|
| Aggregate compensation from NMAI to Nelson (last fiscal year) | $1,741 |
| Total compensation from funds in the Nuveen Fund Complex paid to Nelson | $483,250 |
Notes:
- Independent Trustees may elect to defer fees into a notional account linked to eligible Nuveen funds (Deferred Compensation Plan) .
- Officers receive no compensation from the Funds; the CCO is paid by the Adviser (board reviews) .
Performance Compensation
- None disclosed for independent trustees: no bonuses, stock/option awards, performance share units, or incentive metrics; compensation comprises retainers, committee fees, and limited ad hoc/special assignment fees .
- No retirement or pension plans for trustees; compensation deferral available (see above) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Nelson . |
| Recent external boards/roles | Core12 LLC (private) Director (2008–2023); Fordham University President’s Council (2010–2019); Curran Center Director (2009–2018); Marian University Trustee/Chair (2011–2013) . |
| Interlocks with competitors/suppliers/customers | None disclosed . |
Expertise & Qualifications
- Capital markets and risk expertise from senior global banking roles (derivatives, FX, fixed income, commodities, EM), including central bank committee interface; designated SEC “audit committee financial expert” .
- Governance experience across multiple committees (Audit Chair; Executive, Dividend, Nominating & Governance, Investment, Closed-End) within a large multi-fund complex .
- Education: BA (Economics) and MBA (Finance), Fordham University .
Equity Ownership
| Item | Nelson |
|---|---|
| NMAI dollar range of equity securities (beneficial ownership) | $0 |
| NMAI shares owned | 0 |
| Ownership as % of NMAI outstanding | <1% (all trustees individually below 1% for each fund) |
| Aggregate range across all registered investment companies in family | Over $100,000 |
| Pledged or hedged shares | None disclosed . |
| Board guideline | Trustees are expected to invest at least the equivalent of one year of compensation in funds in the complex (directly or deferred) . |
Governance Assessment
Key positives
- Independence and expertise: Nelson is an independent trustee, Audit Committee Chair, and an SEC-defined “audit committee financial expert,” supporting robust financial oversight and valuation governance in a complex closed-end funds platform .
- Engagement: The board operated a full committee slate with high meeting counts at NMAI; trustees (including Nelson) met or exceeded the 75% attendance threshold, signaling consistent engagement .
- Shareholder-rights improvement: Elimination of “control share” by-laws in 2024 is supportive of shareholder voting rights in closed-end funds .
Alignment and monitoring considerations
- Skin-in-the-game: Nelson reported $0 direct ownership in NMAI (and $0 in most individual Nuveen closed-end funds), though he discloses “Over $100,000” aggregate investment across the registered investment companies family; the board guideline “expects” investment equal to one year’s compensation, but compliance status is not explicitly stated and total trustee compensation for Nelson is $483,250, warranting ongoing monitoring of ownership alignment disclosures .
- Board entrenchment risk: Classified board structure can delay replacement of a majority of trustees for up to two years, which can dampen the immediacy of shareholder mandates in contested situations .
- Compensation optics: The material increase in base and committee retainers effective January 1, 2024 (and further increases as of January 1, 2025) meaningfully raises fixed cash compensation across the unitary board, which could heighten scrutiny relative to performance and alignment given limited direct fund ownership .
Compliance and conflicts
- Related-party transactions, loans, or family transactions: None disclosed for Nelson; trustees are not employees or directors of TIAA/Nuveen or affiliates .
- Section 16(a) filings: Funds report trustee/officer compliance with Section 16(a) requirements during the last fiscal year .
- Auditor oversight: As Audit Chair, Nelson oversees auditor selection/compensation and valuation policy oversight; Audit Committee independence affirmed .
Overall implication
- Nelson brings deep financial and markets acumen with concentrated audit oversight responsibilities, which supports board effectiveness for a leveraged, income-oriented closed-end fund; however, the absence of direct NMAI share ownership and a classified board warrant continued investor attention to alignment and accountability dynamics in the fund complex .
Note: The Nuveen Funds operate under a unitary board structure—appointments/committees apply complex-wide unless otherwise specified; NMAI-specific compensation paid to Nelson and NMAI meeting counts are shown above for fund-level focus .