John Nelson

About John Nelson

Independent Board Member of Nuveen New York Value Fund (NNY) since 2013; year of birth 1962. Former Senior External Advisor to Deloitte Consulting’s Financial Services practice (2012–2014) and CEO of ABN AMRO Bank N.V., North America and Global Head of the Financial Markets Division (2007–2008), with multiple executive roles at ABN AMRO (1996–2007). Designated Audit Committee Financial Expert; oversees 217 portfolios across the Fund Complex; classified as independent (not an “interested person”) and not affiliated with TIAA/Nuveen or their parent companies .

Past Roles

External Roles

Board Governance

• Independence: All current Board Members are independent under the 1940 Act and NYSE/NASDAQ standards; none has been an employee/director of TIAA or Nuveen .
• Committee memberships and roles (NNY participates in the joint Board structure):
  • Audit Committee: Chair; member list includes Nelson and six other independent Board Members; all members meet independence/experience requirements .
  • Executive Committee: Member (Chair: Young) .
  • Dividend Committee: Member (Chair: Thornton) .
  • Nominating & Governance Committee: Member (Chair: Young) .
  • Investment Committee: Member (Co-Chairs: Boateng and Lancellotta) .
  • Closed-End Fund Committee: Member (Chair: Moschner) .
• Attendance: Each Board Member attended at least 75% of Board and Committee meetings during the last fiscal year; meeting counts by fund provided in Appendix C .

Fixed Compensation

• Compensation structure:
  • Effective Jan 1, 2025: $350,000 annual retainer; Committee membership retainers: Audit and Compliance $35,000; Investment $30,000; Dividend/Nominating & Governance/Closed-End $25,000; Chair retainers: Board $150,000; Audit and Compliance $35,000; Investment $30,000; Dividend/Nominating & Governance/Closed-End $25,000; ad hoc meeting fees $1,000–$2,500; special assignment committees quarterly fees (Chair starting at $1,250; members starting at $5,000). Expenses allocated across the Fund Complex .
  • Prior structures: Calendar year 2023 used per-meeting fees with a $210,000 retainer; Calendar year 2024 used $350,000 retainer with lower committee retainers (Audit/Compliance $30,000; Investment $20,000; Dividend/Nom/Gov/Closed-End $20,000; Chair retainers $140,000 for Board; $30,000 for select committees) .
• Aggregate compensation from all Nuveen Funds paid to John K. Nelson: $483,250 (latest reported total) .

Notes: Compensation is allocated among funds; totals reflect multi-fund service under the joint Board structure .

Performance Compensation

• Independent Board Members are paid via retainers/fees; no performance-based bonuses, stock options, or PSU/RSU awards are disclosed for directors. Deferred compensation plan allows deferral into Nuveen funds; distributions can be lump-sum or over 2–20 years; no retirement/pension plans for the Funds .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit Committee Financial Expert designation (SEC-defined) .
• Extensive senior banking and markets experience (ABN AMRO leadership, global markets) .
• Oversees 217 portfolios in the Fund Complex, indicating broad investment oversight and governance exposure .

Equity Ownership

Ownership guideline: Board Members are expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex; as of June 20, 2025, individual beneficial shareholdings of each Fund were <1% of outstanding; group ownership also <1% per Fund. The aggregate dollar range for Nelson is “Over $100,000” across all Nuveen funds overseen, with NNY-specific holdings at $0 .

Governance Assessment

• Strengths:
  • Independent director with deep financial services experience; designated Audit Committee Financial Expert and serves as Audit Committee Chair, enhancing oversight of financial reporting, valuations, and auditor independence .
  • Broad committee engagement (Executive, Dividend, Nominating & Governance, Investment, Closed-End) supports Board effectiveness and cross-functional risk oversight .
  • Attendance threshold met (≥75% of meetings); NNY’s governance workload is substantial (e.g., 14 Audit Committee meetings in the last fiscal year) indicating active oversight cadence .
• Alignment considerations:
  • NNY-specific beneficial ownership is $0, while aggregate Nuveen fund ownership is “Over $100,000.” Given the Board’s guideline to invest the equivalent of one year of compensation, the disclosed aggregate range may be below that expectation; however, deferred compensation holdings may be included in aggregate totals and precise compliance status is not determinable from disclosed ranges alone .
• Conflicts/Red Flags:
  • No related-party transactions or external public company interlocks disclosed for Nelson in the last five years; no holdings disclosure in affiliate-advised private companies’ table for Nelson (another Board Member is listed), reducing immediate conflict-of-interest risk .
  • Compensation shifted from per-meeting to higher fixed retainers and committee chair fees in 2025, which improves predictability but increases guaranteed cash relative to at-risk structures; for independent directors, performance-linked pay is not applicable, but investors should monitor overall pay levels and workload alignment across the Fund Complex .