John K. Nelson
About John K. Nelson
Independent Board Member of the Nuveen Funds complex (including NMI) since 2013; born 1962. Former CEO of ABN AMRO Bank N.V., North America and Global Head of its Financial Markets Division, with prior senior roles from 1996–2008; designated an “audit committee financial expert.” Education: BA in Economics and MBA in Finance from Fordham University. Term: Class I/II Board Member until the 2026 annual shareholder meeting; oversees 217 portfolios in the fund complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (North America) | Chief Executive Officer | 2007–2008 | Led North American banking operations |
| ABN AMRO Bank N.V. | Global Head, Financial Markets Division | Through 2008 (roles since 1996) | Oversaw Currency, Commodity, Fixed Income, Emerging Markets, Derivatives businesses |
| ABN AMRO/LaSalle Bank Corporation | Senior executive roles | 1996–2007 | Progressively senior leadership; predecessor entities included LaSalle Bank |
| Deloitte Consulting LLP | Senior external advisor (Financial Services practice) | 2012–2014 | Advised on financial services; independent advisory capacity |
| Federal Reserve Bank FX Committee | Member | Not disclosed | Governance participation in industry FX standards |
| Committees of Bank of Canada, ECB, Bank of England | ABN AMRO representative | Not disclosed | Regulatory and market practice engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12, LLC (private) | Director | 2008–2023 | Branding/marketing firm board service |
| Fordham University – President’s Council | Director | 2010–2019 | University advisory role |
| Curran Center for Catholic American Studies (Fordham) | Director | 2009–2018 | Academic governance |
| Marian University | Trustee; Chair, Board of Trustees | 2011–2013 | Board leadership role |
Board Governance
- Independence: Serves as an Independent Board Member; committees he serves on are composed entirely of Independent Board Members under NYSE/NASDAQ standards for closed-end funds .
- Committee roles:
- Audit Committee: Chair; designated SEC “audit committee financial expert” .
- Nominating & Governance Committee: Member .
- Investment Committee: Member .
- Closed-End Fund Committee: Member .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Meeting cadence (per fund, last FY): Audit (14), Nominating & Governance (5), Investment (4), Closed-End Fund (4) .
- Scope: Oversees 217 portfolios in the fund complex; service since 2013; current term runs to 2026 annual meeting for Class I/II funds .
| Committee | Role | Independent Composition | Financial Expert Designation | Meetings per Fund (FY) |
|---|---|---|---|---|
| Audit Committee | Chair | Yes | Yes (Nelson designated) | 14 |
| Nominating & Governance | Member | Yes | N/A | 5 |
| Investment | Member | Yes | N/A | 4 |
| Closed-End Fund | Member | Yes | N/A | 4 |
Fixed Compensation
- Structure effective Jan 1, 2025: $350,000 annual board retainer; committee membership retainers: Audit ($35,000), Compliance/Risk/Regulatory Oversight ($35,000), Investment ($30,000), Dividend ($25,000), Nominating & Governance ($25,000), Closed-End Funds ($25,000). Chair premia: Board Chair ($150,000), Audit/Compliance Chairs ($35,000), Investment Chair/Co-Chair ($30,000), Dividend/NGC/Closed-End Chairs ($25,000). Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committees: Chair/Co-Chair quarterly from $1,250; members quarterly from $5,000 .
- Prior structure (2024): Same $350,000 base; committee membership retainers lower (Audit/Compliance $30,000; Investment $20,000; Dividend/NGC/Closed-End $20,000); chair premia lower (Board $140,000; Audit/Compliance $30,000; Investment $20,000; Dividend/NGC/Closed-End $20,000) .
- Prior (2023): $210,000 board retainer plus per-meeting fees (e.g., $7,250/day regular Board; $4,000 special Board; committee meetings: Audit/Closed-End/Investment $2,500; Compliance $5,000; Dividend $1,250; others $500), plus Chair premia $20,000 (committees) and $140,000 (Board) .
| Period/Effective Date | Board Retainer | Committee Membership Retainers | Chair Premia | Other Fees |
|---|---|---|---|---|
| 2025 (effective 1/1/2025) | $350,000 | Audit $35k; Compliance $35k; Investment $30k; Dividend $25k; NGC $25k; Closed-End $25k | Board $150k; Audit/Compliance $35k; Investment $30k; Dividend/NGC/Closed-End $25k | Ad hoc $1k–$2.5k; special assignment: Chair/Co-Chair quarterly ≥$1,250; members quarterly ≥$5,000 |
| 2024 (pre-2025) | $350,000 | Audit $30k; Compliance $30k; Investment $20k; Dividend $20k; NGC $20k; Closed-End $20k | Board $140k; Audit/Compliance $30k; Investment $20k; Dividend/NGC/Closed-End $20k | Ad hoc $1k–$2.5k; special assignment similar |
| 2023 (calendar year) | $210,000 | Per-meeting model; see “Other Fees” | Board $140k; committee chairs $20k | Regular Board $7,250/day; special Board $4,000; Audit/Closed-End/Investment $2,500; Compliance $5,000; Dividend $1,250; other committees $500 |
- Aggregate compensation received (latest reported total across Nuveen Funds): John K. Nelson $483,250 .
| Director | Total Compensation from Nuveen Funds (latest) |
|---|---|
| John K. Nelson | $483,250 |
Performance Compensation
| Component | Status | Performance Metrics |
|---|---|---|
| Bonus/Performance Cash | Not used for Independent Board Members | N/A |
| Equity (RSUs/Options/PSUs) | Not used for Independent Board Members | N/A |
| Deferred Compensation | Optional deferral plan available; credited to fund-equivalent accounts; Nelson shows no deferred amounts in listed Participating Funds | N/A |
No performance-based targets (e.g., revenue growth, TSR, ESG) apply to Independent Board Members under the disclosed structure .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Dates | Public/Private | Notes |
|---|---|---|---|---|---|
| Core12, LLC | Company | Director | 2008–2023 | Private | Branding/marketing firm |
| Fordham University – President’s Council | Academic | Director | 2010–2019 | N/A | Advisory body |
| Curran Center for Catholic American Studies (Fordham) | Academic | Director | 2009–2018 | N/A | Academic governance |
| Marian University | Academic | Trustee; Chair, Board of Trustees | 2011–2013 | N/A | Board leadership |
No current public company directorships or disclosed interlocks with NMI competitors/suppliers/customers were reported for Nelson in the last five years section of the proxy .
Expertise & Qualifications
- Audit committee financial expert under SEC rules; Chair of the Audit Committee .
- Global banking and capital markets leadership (FX, rates, derivatives, commodities, EM) from ABN AMRO senior roles; CEO experience in North America .
- Regulatory/market standard-setting exposure via Federal Reserve FX Committee and representation with Bank of Canada, ECB, and Bank of England committees .
- Academic credentials: BA Economics and MBA Finance, Fordham University .
Equity Ownership
| Item | Detail |
|---|---|
| Board ownership guideline | Expected to invest at least one year of compensation (directly or deferred) in funds within the Nuveen Fund Complex |
| Beneficial ownership | Each Board Member’s individual beneficial holdings in each fund were <1% as of June 20, 2025; group also <1% per fund |
| Deferred compensation | Participating funds offer a deferral plan; the table of deferred amounts shows $0 for John K. Nelson across listed Participating Funds (latest periods shown) |
Governance Assessment
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Strengths
- Seasoned financial markets operator and former bank CEO; designated audit committee financial expert and Audit Committee Chair — positive for financial reporting oversight and valuation governance .
- Broad independence framework: all relevant committees are independent; no Nelson-specific related-party or affiliate-controlled company holdings disclosed in the “Board Member Investments in Companies” table (entries shown for another Board Member, not Nelson) .
- Engagement: Met attendance threshold (≥75%); committees with substantial cadence (e.g., 14 Audit meetings per fund in FY) signal active oversight .
-
Watch items
- Tenure since 2013 confers deep institutional knowledge but can draw investor scrutiny on long-tenured independence; periodic committee rotation and independent composition help mitigate .
- Compensation evolution increases guaranteed retainer (2023→2024→2025), reducing variability tied to meeting load; norm for fund boards but increases fixed cash mix. Counterbalanced by ownership expectation (≥1× annual pay in fund complex) .
-
Conflicts/Red flags
- No loans, related-party transactions, hedging/pledging, or tax gross-ups disclosed for Nelson in the proxy. The only affiliate-company investment table provided names another director, not Nelson .
- No equity award programs or performance bonuses that could misalign incentives for independent directors .
Overall, Nelson’s profile—Audit Chair with financial expert designation, robust markets/regulatory background, and independence—supports board effectiveness and investor confidence, with tenure and higher fixed retainers remaining standard governance monitoring points .