John K. Nelson
About John K. Nelson
Independent Board Member of Nuveen New York AMT-Free Quality Municipal Income Fund (NRK) since 2013; born 1962. Former CEO, ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division; senior external advisor to Deloitte Consulting’s Financial Services practice (2012–2014). Education: BA in Economics and MBA in Finance from Fordham University. Board classification: Class I/II, current term to the 2026 annual shareholder meeting; deemed independent under the Investment Company Act and not an employee or director of Nuveen/TIAA or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (North America) | Chief Executive Officer | 2007–2008 | Led banking operations across North America |
| ABN AMRO Bank N.V. | Global Head, Financial Markets Division | 2007–2008 | Oversaw Currency, Commodity, Fixed Income, Emerging Markets, Derivatives businesses; represented bank on committees of Bank of Canada, ECB, Bank of England; member of U.S. Fed FX Committee |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services | 2012–2014 | Advisory to FS practice |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Core12 LLC | Director | 2008–2023 | Private branding/marketing firm |
| Fordham University (President’s Council) | Director | 2010–2019 | Non-profit/academic |
| Curran Center for Catholic American Studies | Director | 2009–2018 | Academic institute |
| Marian University | Trustee; Chair of Board of Trustees | 2011–2013 | Non-profit/academic |
Board Governance
- Independence: All NRK Board Members are “Independent Board Members” under the 1940 Act; none have been employees or directors of TIAA/Nuveen or affiliates .
- Committee leadership: Chair, Audit Committee; designated audit committee financial expert .
- Committee memberships:
- Executive Committee (Member)
- Dividend Committee (Member)
- Audit Committee (Chair)
- Nominating & Governance Committee (Member)
- Investment Committee (Member)
- Closed-End Fund Committee (Member)
- Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year .
- Meeting cadence (NRK, FY ended Aug 31, 2024; and stub Mar–Aug 2024): see table below .
| NRK Meeting Type | FY through Feb 29, 2024 | Stub Mar–Aug 2024 |
|---|---|---|
| Regular Board Meetings | 4 | 3 |
| Special Board Meetings | 7 | 3 |
| Executive Committee | 3 | 4 |
| Dividend Committee | 10 | 4 |
| Compliance, Risk & Regulatory Oversight | 4 | 2 |
| Audit Committee | 14 | 7 |
| Nominating & Governance | 6 | 2 |
| Investment Committee | 3 | 2 |
| Closed-End Fund Committee | 4 | 2 |
Governance developments:
- Control share by-law provisions eliminated February 28, 2024 (amended and restated by-laws) .
- Auditor rotation: KPMG served for FY 2024; PwC appointed for current fiscal year; representative to attend the annual meeting .
Fixed Compensation
Compensation structure effective January 1, 2025 (Fund Complex-wide):
- Annual independent Board retainer: $350,000 .
- Committee membership retainers (per member):
- Audit Committee: $35,000
- Compliance, Risk & Regulatory Oversight: $35,000
- Investment Committee: $30,000
- Dividend; Nominating & Governance; Closed-End Fund Committees: $25,000 each
- Committee chair retainers:
- Audit Committee Chair: $35,000
- Investment Committee Chair: $30,000
- Dividend; Nominating & Governance; Closed-End Fund Chairs: $25,000
- Ad hoc Board/Committee meeting fees: $1,000 or $2,500 depending on length/immediacy .
- Site visit fee: $5,000 per day (when no Board meeting held) .
- No retirement/pension plans; deferred compensation plan available to independent Board Members (elect to defer fees; distribution lump sum or 2–20 years; credited as if invested in eligible Nuveen funds) .
NRK fund-level aggregate compensation paid to John K. Nelson:
| Period | Amount ($USD) |
|---|---|
| FY 2024 (ended Feb 29, 2024) | 5,635 |
| Stub Mar–Aug 2024 | 2,294 |
Total compensation from Nuveen Fund Complex (all funds) paid to John K. Nelson:
| Fiscal Year | Amount ($USD) |
|---|---|
| FY 2023 | 429,000 |
| Latest reported (table dated 2025) | 483,250 |
Deferred amounts (payable) – NRK:
- FY 2024 and Stub Mar–Aug 2024: $0 deferred for John K. Nelson .
Performance Compensation
- No equity grants (RSUs/PSUs), options, target/actual bonuses, or performance-linked metrics are disclosed for independent Board Members of NRK; compensation is delivered via cash retainers/fees and optional deferred compensation elections .
Other Directorships & Interlocks
| Company | Type | Role | Period |
|---|---|---|---|
| Core12 LLC | Private | Director | 2008–2023 |
- No public company directorships disclosed for John K. Nelson in the past five years; other Board Members hold public directorships, but none attributed to Nelson, reducing interlock/conflict risk within the Fund Complex .
Expertise & Qualifications
- Global banking and markets leadership (CEO ABN AMRO North America; Global Head Financial Markets) .
- Financial oversight expertise; designated “audit committee financial expert” and Audit Committee Chair .
- Advanced finance education (MBA) and economics background (BA) .
Equity Ownership
| Item | John K. Nelson |
|---|---|
| NRK shares beneficially owned | 0 |
| Ownership % of NRK | 0% (each Board Member <1% of outstanding shares as of record date) |
| Dollar range in NRK | $0 |
| Aggregate dollar range across all Nuveen registered investment companies overseen | Over $100,000 |
| Pledging/hedging | Not disclosed; Board Conduct Policies and prohibited transactions in by-laws restrict conflicts and self-dealing |
Stock ownership guideline:
- Nuveen funds governance principle expects each Board Member to invest at least the equivalent of one year of compensation in Nuveen funds (direct or deferred), aligning with shareholders .
Governance Assessment
-
Strengths:
- Independent director with deep financial markets background; Audit Chair and audit committee financial expert designation bolster financial reporting and valuation oversight .
- Strong engagement: at least 75% attendance; heavy cadence of Audit/Dividend/Closed-End Committee meetings at NRK supports active oversight of distribution policy, leverage, valuations, and discount management .
- Governance enhancement via elimination of control share by-law provisions (Feb 28, 2024) improving shareholder rights perceptions .
- Auditor rotation to PwC may refresh audit perspective; no delinquent Section 16(a) filings reported .
-
Potential watch items:
- Compensation increased in aggregate across the Fund Complex (approx. $483k latest vs. $429k FY 2023); ensure pay levels remain tied to workload and governance responsibilities given closed-end fund discount dynamics and leverage oversight needs .
- Limited direct NRK share ownership (0 shares) offset by the fund-complex investment expectation and aggregate “Over $100,000” exposure; monitor actual fund-by-fund holdings alignment over time .
-
Conflicts/related-party:
- Proxy/by-laws outline prohibited transactions and independence; no related-party transactions involving John K. Nelson disclosed in reviewed materials; Board Members are not “interested persons” of the Adviser or Nuveen/TIAA .