John K. Nelson
About John K. Nelson
Independent Board Member (Class II) serving since 2013; term continues until the 2026 annual shareholder meeting. Born 1962. Former CEO of ABN AMRO Bank N.V., North America and Global Head of the Financial Markets Division; earlier senior roles at ABN AMRO (1996–2007), and Senior External Advisor to Deloitte Consulting’s Financial Services practice (2012–2014). Oversees 218 portfolios in the fund complex and serves as Chair of the Audit Committee; designated an SEC “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 | Executive leadership of North America business and global markets platform |
| ABN AMRO Bank N.V. | Various executive leadership roles | 1996–2007 | Financial markets and management roles |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services | 2012–2014 | Advisory on financial services strategy/operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC (private) | Director | 2008–2023 | Branding/marketing firm |
| Fordham University | President’s Council (Member) | 2010–2019 | University advisory body |
| Curran Center for Catholic American Studies | Director | 2009–2018 | Academic center governance |
| Marian University | Trustee and Chairman of the Board of Trustees | 2011–2013 | Board leadership |
Board Governance
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Chair; SEC-designated “audit committee financial expert”; Independent | Oversees financial reporting, auditor independence, valuations; operates under written charter; members independent under NYSE/NASDAQ standards |
| Executive Committee | Member | Authorized to exercise Board powers between regular meetings |
| Dividend Committee | Member | Authorized to declare distributions; operates under written charter |
| Closed-End Fund Committee | Member | Reviews market premiums/discounts, leverage, performance, and actions to address discounts; written charter |
| Nominating & Governance Committee | Member | Oversees board evaluations, composition, governance guidelines; all members independent |
| Investment Committee | Member | Oversees performance and investment risks; written charter |
- Independence: Committees composed of Independent Board Members under listing standards; Audit Committee members, including Nelson, are independent .
- Attendance: Each Board Member attended 75% or more of Board and relevant committee meetings in the last fiscal year .
Fixed Compensation
Director fee framework (Independent Board Members)
| Pay Element | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual retainer | $210,000 | $350,000 | $350,000 |
| Audit Committee membership retainer | $2,500 per meeting | $30,000 annually | $35,000 annually |
| Compliance, Risk Mgmt & Regulatory Oversight Committee membership retainer | $5,000 per meeting | $30,000 annually | $35,000 annually |
| Investment Committee membership retainer | $2,500 per meeting | $20,000 annually | $30,000 annually |
| Dividend Committee membership retainer | $1,250 per meeting | $20,000 annually | $25,000 annually |
| Nominating & Governance Committee membership retainer | $500 per meeting | $20,000 annually | $25,000 annually |
| Closed-End Funds Committee membership retainer | $2,500 per meeting | $20,000 annually | $25,000 annually |
| Chair premiums (Board Chair) | $140,000 | $140,000 | $150,000 |
| Chair premiums (Audit; Compliance) | $20,000 each | $30,000 each | $35,000 each |
| Chair premiums (Investment) | $20,000 | $20,000 | $30,000 |
| Chair premiums (Dividend; N&G; Closed-End) | $20,000 each | $20,000 each | $25,000 each |
| Regular Board meeting fee | $7,250 per day | — (moved to retainers) | — |
| Special Board meeting fee | $4,000 per meeting | — (ad hoc fees apply) | — (ad hoc fees apply) |
| Ad hoc Board/Committee meeting fee | — | $1,000 or $2,500 depending on length/immediacy | $1,000 or $2,500 |
| Special assignment committee fees | — | Chair: quarterly from $1,250; Members: quarterly from $5,000 | Chair: quarterly from $1,250; Members: quarterly from $5,000 |
| Site visit fee (non-Board day) | $5,000 per day | — | — |
Aggregate compensation received (last fiscal year)
| Director | Total Compensation from funds in the Fund Complex |
|---|---|
| John K. Nelson | $483,250 |
- Deferred compensation plan is available (no pension/retirement plan). Deferrals track the value of selected Nuveen funds and can be paid in lump sum or over 2–20 years; participating fund not liable for others’ obligations .
Performance Compensation
- No performance-based elements disclosed for Independent Board Members (no bonuses, stock awards, or option awards). Compensation consists of cash retainers, committee retainers, chair retainers, and limited ad hoc/assignment fees; optional deferred compensation election referenced above .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for the past five years |
| Prior public company boards | None disclosed for the past five years |
| Private/academic/non-profit boards | Core12 LLC (Director, 2008–2023); Fordham University President’s Council (2010–2019); Curran Center Director (2009–2018); Marian University Trustee/Chair (2011–2013) |
Expertise & Qualifications
- SEC-designated “audit committee financial expert” and independent Audit Committee Chair; extensive oversight of financial reporting, internal controls, valuation, and auditor independence under written charter .
- Deep financial services and markets leadership experience (ABN AMRO executive roles; Deloitte financial services advisory) .
- Oversees 218 portfolios in the fund complex, indicating broad governance scope .
Equity Ownership
| Item | Value |
|---|---|
| Dollar range of equity securities in Virginia Municipal (fund included in the proxy) | $0, as of Dec 31, 2024 |
| Aggregate dollar range in all registered investment companies overseen (Fund Complex) | Over $100,000, as of Dec 31, 2024 |
| Beneficial ownership as % of shares outstanding | Each Board Member individually owned <1% of outstanding shares of each Fund, as of Feb 18, 2025 |
Governance Assessment
- Strengths: Long-tenured independent director with financial services C-suite background; serves as Audit Committee Chair and is an SEC “financial expert,” which typically bolsters financial oversight. Committee load spans Executive, Dividend, Closed-End, Nominating & Governance, and Investment, supporting broad influence on risk, performance, and governance processes .
- Attendance/Engagement: Met the Board’s minimum attendance threshold (≥75%) for Board and relevant committee meetings in the last fiscal year, supporting engagement expectations .
- Alignment: No disclosed direct holding in the Virginia Municipal fund, but “Over $100,000” aggregate exposure across registered investment companies overseen; each director holds <1% of any fund’s shares. Some investors may prefer director ownership in the specific fund, but aggregate family exposure provides some alignment signal .
- Pay structure evolution: Shift from per-meeting fees (2023) to higher fixed annual retainers and committee retainers (2024–2025), with increased chair premiums in 2025. This improves pay predictability and recognizes committee workload, notably relevant given Nelson’s Audit Chair responsibilities .
No related-party transactions, hedging/pledging disclosures, or say-on-pay results were identified for directors in the cited sections of the proxy. Items not disclosed are omitted.