John K. Nelson
About John K. Nelson
Independent Board Member (Class II) of NMT with board service since 2013; term runs until the 2026 annual shareholder meeting. Born in 1962; business address: 333 West Wacker Drive, Chicago, IL 60606. Former CEO of ABN AMRO Bank N.V., North America and Global Head of its Financial Markets Division; previously Senior External Advisor to Deloitte Consulting’s Financial Services practice; 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. / LaSalle Bank Corporation | CEO, North America; Global Head, Financial Markets; various executive roles | 1996–2008 | Led Currency, Commodity, Fixed Income, Emerging Markets, Derivatives; member, Federal Reserve FX Committee; represented ABN AMRO with Bank of Canada, ECB, Bank of England |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services practice | 2012–2014 | External advisory on financial services strategy |
| Federal Reserve Bank of the United States | Foreign Exchange Committee Member | During ABN AMRO tenure | Market standards and governance engagement |
| Bank of Canada; European Central Bank; Bank of England | Committee representative (for ABN AMRO) | During ABN AMRO tenure | Cross-border markets/governance exposure |
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 body |
| Fordham University | Director, Curran Center for Catholic American Studies | 2009–2018 | Academic center board service |
| Marian University | Trustee and Chairman, Board of Trustees | 2011–2013 | Board leadership role |
Board Governance
- Committee leadership and memberships:
- Audit Committee: Chair; designated an “audit committee financial expert” (members: Boateng, Lancellotta, Nelson, Starr, Thornton, Wolff, Young) .
- Executive Committee: Member (Young, Chair; Kenny, Nelson, Toth) .
- Dividend Committee: Member (Thornton, Chair; Lancellotta, Kenny, Nelson, Starr) .
- Nominating & Governance Committee: Member (composed entirely of Independent Board Members) .
- Investment Committee: Member (composed of Independent Board Members; co-chairs Boateng and Lancellotta) .
- Closed-End Fund Committee: Member (Moschner, Chair; Kenny, Nelson, Starr, Thornton, Wolff, Young) .
- Independence and governance:
- Committees are composed entirely of Independent Board Members; Audit Committee charter requires independence and freedom from relationships interfering with judgment .
- Board leadership is independent; Mr. Young serves as independent Chair, reinforcing governance focus and long-term shareholder interests .
- Attendance:
- Each Board Member attended 75% or more of Board and applicable committee meetings during the last fiscal year .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $350,000 | Effective Jan 1, 2024 for service to the Fund Complex |
| Audit Committee Membership Retainer | $30,000 | Annual retainer for membership |
| Compliance, Risk Mgmt & Regulatory Oversight Committee Membership Retainer | $30,000 | Annual retainer for membership |
| Dividend Committee Membership Retainer | $20,000 | Annual retainer for membership |
| Investment Committee Membership Retainer | $20,000 | Annual retainer for membership |
| Nominating & Governance Committee Membership Retainer | $20,000 | Annual retainer for membership |
| Closed-End Fund Committee Membership Retainer | $20,000 | Annual retainer for membership |
| Audit Committee Chair Fee | $30,000 | Annual chair fee (Nelson is Chair) |
| Board Chair Fee | $140,000 | Paid to Board Chair/Co-Chair (context; Nelson is not Chair) |
| Ad hoc meeting fees | $1,000 or $2,500 | Per meeting, based on length/immediacy |
| Special assignment committees | Chair $1,250/quarter; Members $5,000/quarter | If appointed |
| Total Compensation from Nuveen Funds Paid to John K. Nelson | FY 2024 | FY 2025 |
|---|---|---|
| Aggregate cash compensation (includes deferred fees where applicable) | $462,350 | $483,250 |
The Funds do not have retirement or pension plans; Independent Board Members may elect to defer compensation under a Deferred Compensation Plan, with deferrals credited to a book reserve account and valued as if invested in eligible Nuveen funds . Aggregate tables explicitly note inclusion of deferred fees in totals .
Performance Compensation
| Component | Disclosure | Metrics |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed for directors; compensation described as cash retainers/fees plus optional deferred compensation | No performance metrics tied to director compensation disclosed |
| Stock options | Not disclosed for directors | No performance metrics disclosed |
| Bonus/variable pay | Not disclosed for directors | No performance metrics disclosed |
Other Directorships & Interlocks
| Entity | Type | Role | Dates | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Core12 LLC | Private company | Director | 2008–2023 | No public company interlock disclosed |
| Fordham University | Non-profit | President’s Council Director | 2010–2019 | No issuer/customer/supplier interlock disclosed |
| Curran Center (Fordham) | Academic center | Director | 2009–2018 | No issuer/customer/supplier interlock disclosed |
| Marian University | University | Trustee and Chairman | 2011–2013 | No issuer/customer/supplier interlock disclosed |
- No current public company directorships for Nelson are disclosed in the last five years section; external roles are private or academic/non-profit .
Expertise & Qualifications
- Global banking and markets leadership; former CEO of ABN AMRO North America; led global Financial Markets (FX, commodities, fixed income, EM, derivatives) .
- Regulatory/market governance experience via Federal Reserve FX Committee and representation to Bank of Canada, ECB, Bank of England .
- Designated “audit committee financial expert,” indicating deep financial reporting and audit oversight capability .
- Education: BA in Economics; MBA in Finance, Fordham University .
Equity Ownership
| Fund | Shares Beneficially Owned | Aggregate Range of Equity Securities in All Registered Investment Companies Overseen |
|---|---|---|
| Arizona Quality | 0 | |
| California AMT-Free | 0 | |
| California Value | 0 | |
| California Quality | 0 | |
| Massachusetts Quality | 0 | |
| Aggregate (family of Nuveen funds) | Over $100,000 |
- Beneficial ownership tables include share equivalents linked to the Deferred Compensation Plan where applicable .
- No director share ownership in the specific funds listed; aggregate exposure across the Nuveen fund complex exceeds $100,000, indicating some alignment through broader fund holdings or deferred accounts .
Governance Assessment
- Strengths:
- Audit Committee Chair with “financial expert” designation; strong oversight of financial reporting, valuation policy, and auditor independence; independence affirmed by committee composition and charter .
- Broad committee engagement (Executive, Dividend, Nominating & Governance, Investment, Closed-End) enhances board effectiveness across performance, risk, distributions, and governance .
- Attendance threshold met (≥75% of board and committee meetings), supporting engagement .
- Compensation and alignment:
- Clear, structured cash-based compensation with transparent retainers and chair fees; as Audit Chair and member of multiple committees, Nelson’s pay reflects responsibility; aggregate Nuveen fund compensation rose from $462,350 to $483,250 YoY .
- Deferred Compensation Plan can align director interests with Nuveen fund performance; aggregate holdings “Over $100,000” across the fund family suggest economic alignment, even though specific fund holdings are 0 .
- Potential red flags/considerations:
- Zero direct share ownership in the specific funds overseen may be viewed by some investors as weaker fund-level alignment, albeit partially mitigated by aggregate Nuveen fund exposure via deferrals .
- Extensive committee workload could concentrate influence and stretch capacity; however, independence structures and rotation practices are disclosed to mitigate risks .
- No related-party transactions or equity awards for directors are disclosed in the proxy materials reviewed; continued monitoring advisable, especially around valuation oversight given Audit Committee’s role .
Overall, Nelson presents strong audit and markets expertise with robust committee leadership and satisfactory engagement. Alignment is primarily through cash retainers, chair fees, and deferred compensation-linked exposure to Nuveen funds rather than direct holdings in the specific funds. Continuous monitoring of attendance, committee workload, and any changes to compensation or ownership practices is warranted .