John K. Nelson
About John K. Nelson
Independent Board Member of NPFD (Nuveen Variable Rate Preferred & Income Fund). Born 1962; joined the Nuveen Funds boards in 2013; Class II term for NPFD last elected May 8, 2023 with term expiring at the 2026 annual meeting. Former CEO of ABN AMRO N.V. North America and Global Head of its Financial Markets Division; MBA Finance and BA Economics from Fordham University. Designated “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (North America) | Chief Executive Officer; Global Head, Financial Markets Division | 2007–2008; prior leadership roles 1996–2007 | Led Currency, Commodity, Fixed Income, Emerging Markets, Derivatives businesses; represented bank on Fed/ECB/BoC/BoE committees |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services practice | 2012–2014 | Strategic advisory to FS clients |
| Core12 LLC (private) | Director | 2008–2023 | Branding/marketing firm governance |
| Fordham University | President’s Council Director | 2010–2019 | Advancement and advisory engagement |
| Curran Center for Catholic American Studies | Director | 2009–2018 | Academic board oversight |
| Marian University | Trustee; Chairman, Board of Trustees | 2011–2013 | Board leadership |
External Roles
| Organization | Role | Timing | Type |
|---|---|---|---|
| Core12 LLC | Director (formerly) | 2008–2023 | Private company |
| Fordham University | President’s Council Director (formerly) | 2010–2019 | Non-profit/academic |
| Curran Center for Catholic American Studies | Director (formerly) | 2009–2018 | Academic |
| Marian University | Trustee; Board Chair (formerly) | 2011–2013 | Academic |
Board Governance
- Independence: All NPFD trustees (including Nelson) are “not interested persons” under the 1940 Act and deemed Independent Board Members.
- Committee assignments and chair roles:
- Audit Committee Chair; designated SEC “audit committee financial expert.”
- Executive Committee member.
- Dividend Committee member.
- Nominating & Governance Committee member.
- Investment Committee member.
- Closed-End Fund Committee member.
- Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year; NPFD meeting counts: Regular Board 5; Special Board 8; Executive 8; Dividend 8; Compliance 6; Audit 14; Nominating 5; Investment 4; Closed-End 4.
- Board leadership: Independent Chair of the Board is Robert L. Young.
- Term/tenure: Joined Fund Complex boards in 2013; NPFD Class II trustee last elected May 8, 2023 for term expiring 2026.
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Jan 1, 2024 | Previously $210,000 in 2023 (per-day/per-meeting fees applied in 2023) |
| Audit Committee membership retainer | $30,000 → $35,000 | Jan 1, 2024 → Jan 1, 2025 | Nelson is a member; also receives chair retainer (below) |
| Compliance Committee membership retainer | $30,000 → $35,000 | Jan 1, 2024 → Jan 1, 2025 | Not currently listed as member |
| Investment Committee membership retainer | $20,000 → $30,000 | Jan 1, 2024 → Jan 1, 2025 | Member |
| Dividend Committee membership retainer | $20,000 → $25,000 | Jan 1, 2024 → Jan 1, 2025 | Member |
| Nominating & Governance membership retainer | $20,000 → $25,000 | Jan 1, 2024 → Jan 1, 2025 | Member |
| Closed-End Fund Committee membership retainer | $20,000 → $25,000 | Jan 1, 2024 → Jan 1, 2025 | Member |
| Audit Committee Chair retainer | $30,000 → $35,000 | Jan 1, 2024 → Jan 1, 2025 | Nelson is Chair |
| Ad hoc meeting fees | $1,000 or $2,500 | Jan 1, 2024 | Length/immediacy-based |
| Site visit fees (legacy 2023 schedule) | $5,000/day | Through Dec 31, 2023 | Per-day structure discontinued in 2024 |
| NPFD-Specific Compensation (last fiscal year) | Amount |
|---|---|
| Aggregate compensation from NPFD (Variable Rate Preferred & Income) paid to John K. Nelson | $2,338 |
| Total compensation from funds in the Fund Complex paid to John K. Nelson | $483,250 |
Performance Compensation
- No performance-based cash bonuses, stock options, RSUs/PSUs, or equity grants are disclosed for Independent Board Members; compensation is retainer- and committee-based. The Funds have no retirement or pension plans; a Deferred Compensation Plan is available but Nelson shows no deferred amounts.
Other Directorships & Interlocks
| Company/Institution | Role | Years | Public/Private | Potential Interlocks |
|---|---|---|---|---|
| Core12 LLC | Director | 2008–2023 | Private | No issuer/portfolio conflicts disclosed |
| Fordham University | President’s Council Director | 2010–2019 | Non-profit | None disclosed |
| Curran Center (Fordham) | Director | 2009–2018 | Academic | None disclosed |
| Marian University | Trustee; Board Chair | 2011–2013 | Academic | None disclosed |
No current public company directorships disclosed for Nelson in the latest proxy; reduces interlock/conflict risk.
Expertise & Qualifications
- Global banking and markets leadership (ABN AMRO); oversight across FX, commodities, fixed income, EM and derivatives; regulatory committee experience (Fed FX Committee; engagements with BoC/ECB/BoE).
- Audit oversight and valuation governance; SEC “audit committee financial expert.”
- Education: BA Economics; MBA Finance (Fordham University).
Equity Ownership
| Metric | NPFD (Variable Rate Preferred & Income) | Fund Complex (All Registered Investment Companies) |
|---|---|---|
| Dollar range of equity securities beneficially owned | $0 | Over $100,000 (bucketed disclosure) |
| Shares owned in NPFD | 0 | N/A |
| Ownership as % of shares outstanding | <1% (all trustees individually) | N/A |
| Deferred compensation participation | None (no deferred fees shown) | N/A |
| Pledging/Hedging | Not disclosed | Not disclosed |
Governance principle expects each Board Member to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in funds in the Fund Complex (disclosure is bucketed; individual compliance not confirmed).
Governance Assessment
- Strengths: Experienced audit chair and SEC-designated financial expert; broad markets and risk experience; robust committee engagement across Audit, Investment, Nominating, Dividend, Closed-End, Executive; attendance threshold met. These factors support board effectiveness and investor confidence.
- Alignment watchouts: NPFD-specific holdings are $0 and 0 shares; while aggregate complex holdings are “Over $100,000,” disclosure is bucketed and deferred plan participation shows none—making direct “skin-in-the-game” alignment at the NPFD fund level weak. Consider monitoring future ownership disclosures and deferred elections.
- Pay structure shift: 2024 transition from per-meeting fees to higher guaranteed retainers ($350k base; increased committee retainers and chair fees in 2025) indicates rising fixed cash compensation and less variable pay—a potential pay inflation risk without performance linkage for directors.
- Conflicts/related-party exposure: No related-party transactions or adviser-affiliated company securities disclosed for Nelson; contrast with disclosures for another trustee (Kenny) to contextualize low conflict risk for Nelson.
- Independence: Confirmed independent status under 1940 Act and exchange standards; independent Chair structure further strengthens governance.