John Nelson
About John K. Nelson
Independent Board Member of Nuveen Minnesota Quality Municipal Income Fund (NMS) under Nuveen’s unitary board structure; born 1962; joined the Nuveen Funds boards in 2013 and currently serves a Class II term expiring at the 2026 annual meeting . He is designated an Audit Committee financial expert and is deemed independent (not an “interested person” and never employed by TIAA/Nuveen or affiliates) . Education: BA in Economics and MBA in Finance from Fordham University; former CEO, ABN AMRO Bank N.V. North America and Global Head of the Financial Markets Division .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. / LaSalle Bank Corporation | CEO North America; Global Head, Financial Markets Division | 1996–2008 | Led Currency, Commodity, Fixed Income, Emerging Markets, Derivatives businesses; served on FX Committee of the Federal Reserve; participated in committees of Bank of Canada, ECB, Bank of England |
| Deloitte Consulting LLP | Senior External Advisor (Financial Services practice) | 2012–2014 | Advisory work to financial services clients |
| Marian University | Trustee and Chairman of Board of Trustees | 2011–2013 | Board leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC (private) | Director | 2008–2023 | Branding/marketing firm |
| Fordham University | President’s Council Director | 2010–2019 | University advisory body |
| Fordham University | Director, Curran Center for Catholic American Studies | 2009–2018 | Board oversight |
Board Governance
- Independence: All Nuveen Funds board members (including Nelson) are independent per 1940 Act and have never been employees/directors of TIAA/Nuveen or affiliates .
- Board structure: Unitary board across Nuveen Funds; independent Chair is Robert L. Young .
- Attendance: Each Board Member attended at least 75% of board and committee meetings in the last fiscal year .
- Committee assignments for Nelson (NMS and Nuveen Funds):
- Audit Committee: Chair; designated Audit Committee financial expert .
- Executive Committee: Member (Chair: Young) .
- Dividend Committee: Member (Chair: Thornton) .
- Nominating & Governance Committee: Member (Chair: Young) .
- Investment Committee: Member (Co-Chairs: Boateng/Lancellotta) .
- Closed-End Fund Committee: Member (Chair: Moschner) .
- Portfolios overseen in Fund Complex: 218 .
NMS Meeting Cadence (last fiscal year)
| Meeting Type | Count |
|---|---|
| Regular Board | 5 |
| Special Board | 8 |
| Executive Committee | 8 |
| Dividend Committee | 10 |
| Compliance, Risk Management & Regulatory Oversight Committee | 6 |
| Audit Committee | 15 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
- Structure effective Jan 1, 2024 (with 2025 increases): cash retainers only, allocated across Nuveen Funds based on relative net assets or funds discussed; board members may also receive ad hoc and special assignment fees .
- Historical 2023 structure included lower annual retainers and per-meeting fees by committee; updated in 2024 to annual committee retainers and increased again for 2025 .
| Component | 2024 Amount | 2025 Amount |
|---|---|---|
| Annual Board Retainer | $350,000 | $350,000 |
| Audit Committee membership | $30,000 | $35,000 |
| Compliance, Risk Mgmt & Regulatory Oversight membership | $30,000 | $35,000 |
| Investment Committee membership | $20,000 | $30,000 |
| Dividend Committee membership | $20,000 | $25,000 |
| Nominating & Governance membership | $20,000 | $25,000 |
| Closed-End Funds Committee membership | $20,000 | $25,000 |
| Audit Committee Chair retainer | $30,000 | $35,000 |
| Board Chair retainer (not Nelson) | $140,000 | $150,000 |
| Ad hoc meeting fees | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting |
| Special assignment committee fees (chair/member) | From $1,250 (chair) / $5,000 (member) quarterly | From $1,250 (chair) / $5,000 (member) quarterly |
Reported Compensation Paid
| Scope | Amount |
|---|---|
| NMS-specific aggregate compensation paid to Nelson (last fiscal year) | $405 |
| Total compensation from funds in the Fund Complex paid to Nelson | $483,250 |
Performance Compensation
| Item | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs), option awards, performance-based pay | Not disclosed for Independent Board Members; proxy describes cash retainers, committee retainers, and meeting fees only |
| Deferred compensation | Plan available; distributions in lump sum or over 2–20 years; Nelson’s per-fund deferred amounts are not shown (blank), indicating no deferred balances reported in the table |
| Clawbacks, severance, change-of-control terms | Not disclosed (not applicable to independent fund directors) |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Years |
|---|---|---|---|
| Core12 LLC | Private | Director | 2008–2023 |
| Fordham University – President’s Council | Non-profit/Academic | Director | 2010–2019 |
| Curran Center for Catholic American Studies | Academic | Director | 2009–2018 |
| Marian University | Academic | Trustee & Chairman | 2011–2013 |
- Current public company directorships for Nelson: none disclosed .
- Potential interlocks with Nuveen/TIAA affiliates: none disclosed for Nelson; independence confirmed for all Board Members .
Expertise & Qualifications
- Audit and financial oversight: Audit Committee Chair; SEC-defined audit committee financial expert .
- Markets and risk: Led global financial markets businesses (FX, derivatives, fixed income, commodities) at ABN AMRO; broad regulatory/committee engagement across major central banks .
- Education: BA Economics, MBA Finance (Fordham University) .
- Governance: Long-serving independent trustee across the Nuveen complex (since 2013), active on multiple standing committees .
Equity Ownership
| Measure | NMS | Nuveen Fund Complex |
|---|---|---|
| Dollar range of equity securities beneficially owned | $0 | Aggregate holdings “Over $100,000” across registered investment companies overseen (family of investment companies) |
| Shares owned | 0 | Board members and officers as a group own <1% of each Fund’s outstanding shares |
| Ownership guidelines | Expected to invest at least the equivalent of one year of compensation in Nuveen Funds (identity-of-interests principle) | Compliance status not disclosed for Nelson; individual beneficial shareholdings are <1% of each Fund |
Fixed vs. At-Risk Incentives
| Indicator | 2023 | 2024–2025 |
|---|---|---|
| Cash retainer and meeting fees (mainly fixed cash) | Yes (retainer $210,000 + per-meeting fees by committee) | Yes (retainer $350,000 + annual committee retainers; higher in 2025) |
| Equity awards (RSUs/PSUs/options) | Not disclosed | Not disclosed |
| Performance metrics tied to pay | Not disclosed |
Insider Filings
| Item | Status |
|---|---|
| Section 16(a) reporting compliance (last fiscal year) | The Funds believe all Board Members/officers complied with applicable filing requirements; no delinquent filings noted |
Governance Assessment
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Strengths
- Independent director with deep financial markets experience; designated audit committee financial expert and Audit Committee Chair, strengthening financial reporting oversight .
- Broad committee engagement (Audit chair; Executive, Dividend, Nominating & Governance, Investment, Closed-End committees), indicating high board workload and involvement; attendance ≥75% across meetings .
- Independence and no related-party employment ties to Nuveen/TIAA; no delinquent insider filings disclosed .
-
Watch items
- Ownership alignment: Nelson reported $0 holdings in NMS and aggregate “Over $100,000” across the fund complex; the board guideline expects at least one year of compensation invested in Nuveen Funds, but individual compliance is not disclosed—potential alignment gap if aggregate holdings are below one-year compensation (~$483k), though exact totals are not provided .
- Compensation inflation: Board and committee retainers increased in 2024 and again in 2025 (e.g., Audit membership/Chair), which may raise questions on pay escalation versus fund performance/discount management for closed-end funds; note oversight activities by the Closed-End Fund Committee to address discounts/leverage .
-
Overall: Nelson’s audit leadership and long tenure support board effectiveness, but the absence of NMS-specific share ownership and limited disclosure on ownership guideline compliance reduce visible “skin-in-the-game” alignment for this fund. Continued monitoring of discount actions, audit rigor, and disclosure of director fund investments is warranted for investor confidence .