John K. Nelson
About John K. Nelson
Independent director of Nuveen Municipal Value Fund, Inc. (NUV) since 2013; born 1962; BA in Economics and MBA in Finance from Fordham University; former CEO of ABN AMRO N.V. North America and Global Head of Financial Markets Division with extensive global banking and markets leadership. Designated Audit Committee Financial Expert and currently serves as Chair of the Audit Committee; never an employee or director of TIAA or Nuveen and is classified as independent under the 1940 Act and exchange listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (North America) | Chief Executive Officer | 2007–2008 | Led North America operations and Global Financial Markets Division (FX, commodities, fixed income, emerging markets, derivatives) . |
| ABN AMRO Bank N.V. | Global Head, Financial Markets Division | 2007–2008 | Member of FX Committee of the Federal Reserve; engaged with Bank of Canada, ECB, Bank of England committees . |
| ABN AMRO/LaSalle Bank Corporation | Various executive roles | 1996–2007 | Senior leadership across financial markets businesses . |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services | 2012–2014 | Advised financial services practice . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC (private firm) | Director | 2008–2023 | Branding/marketing firm director . |
| Fordham University | President’s Council (Member) | 2010–2019 | Advisory role to university leadership . |
| Fordham University | Director, Curran Center for Catholic American Studies | 2009–2018 | Board oversight role . |
| Marian University | Trustee; Chair, Board of Trustees | 2011–2013 | Governance leadership . |
Board Governance
- Independence: Not an “interested person” of the Funds or Nuveen/TIAA; deemed Independent Board Member .
- Lead structure: Unitary board across Nuveen closed-end funds; Independent Chair (Robert L. Young) .
- Committee assignments and chair roles:
- Audit Committee: Chair; designated “audit committee financial expert” .
- Executive Committee: Member .
- Dividend Committee: Member .
- Investment Committee: Member .
- Nominating & Governance 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 .
| NUV (Municipal Value) Board Activity | Count | Period |
|---|---|---|
| Regular Board Meetings | 4 | Last fiscal year |
| Special Board Meetings | 8 | Last fiscal year |
| Executive Committee | 4 | Last fiscal year |
| Dividend Committee | 10 | Last fiscal year |
| Compliance, Risk & Regulatory Oversight | 6 | Last fiscal year |
| Audit Committee | 14 | Last fiscal year |
| Nominating & Governance | 5 | Last fiscal year |
| Investment Committee | 4 | Last fiscal year |
| Closed-End Fund Committee | 4 | Last fiscal year |
Fixed Compensation
- Effective Jan 1, 2025: Independent directors receive $350,000 annual retainer plus committee membership retainers: Audit and Compliance $35,000; Investment $30,000; Dividend, Nominating & Governance, Closed-End $25,000. Chair retainers: Board Chair $150,000; Audit/Compliance Chairs $35,000; Investment Chair $30,000; Dividend/Nominating & Governance/Closed-End Chairs $25,000. Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committees pay quarterly stipends (Chair from $1,250; members from $5,000) .
| Component | Amount (USD) | Effective Date |
|---|---|---|
| Annual Director Retainer | $350,000 | Jan 1, 2025 |
| Audit Committee Membership | $35,000 | Jan 1, 2025 |
| Compliance Committee Membership | $35,000 | Jan 1, 2025 |
| Investment Committee Membership | $30,000 | Jan 1, 2025 |
| Dividend/Nominating/Closed-End Membership | $25,000 (each) | Jan 1, 2025 |
| Board Chair Retainer | $150,000 | Jan 1, 2025 |
| Audit/Compliance Chair Retainer | $35,000 | Jan 1, 2025 |
| Investment Chair Retainer | $30,000 | Jan 1, 2025 |
| Dividend/Nominating/Closed-End Chair Retainer | $25,000 | Jan 1, 2025 |
| Ad Hoc Meeting Fees | $1,000–$2,500 | Jan 1, 2025 |
| Special Assignment Committee (Quarterly) | Chair from $1,250; members from $5,000 | Jan 1, 2025 |
- Prior structures: 2024 introduced higher annual retainer ($350,000) plus membership and chair retainers; 2023 used per-meeting fees and lower annual retainer ($210,000) plus meeting-based fees and chair premiums .
| Aggregate Compensation Paid by NUV (FY ended Oct 31, 2024) | Amount (USD) |
|---|---|
| John K. Nelson | $5,534 |
| Total Compensation from Nuveen Funds (All Funds) | Amount (USD) |
|---|---|
| John K. Nelson | $483,250 |
- Deferred Compensation Plan: Available at certain Nuveen funds; distributions mirror investment in selected funds; no retirement/pension plans; CCO compensation paid by adviser (reimbursed in part) .
Performance Compensation
- Equity/Options: No stock awards or options disclosed for directors; funds have no retirement/pension plans; director comp is cash plus optional deferred compensation elections .
- Deferred fees (NUV): John K. Nelson deferred fees reported as $0 for NUV’s fiscal year .
| Performance-Linked Element | Status |
|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed/none for directors . |
| Option awards | Not disclosed/none for directors . |
| Deferred compensation (NUV) | $0 for Nelson in NUV FY . |
| Compensation metrics (TSR, EBITDA, ESG) | Not applicable to director pay . |
| Clawbacks/COC/severance | Not disclosed for directors . |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Nelson in past five years . |
| Private/non-profit boards | Core12 LLC (2008–2023); Fordham University President’s Council (2010–2019); Curran Center (2009–2018); Marian University Trustee/Chair (2011–2013) . |
| Interlocks/conflicts | No related-party directorship conflicts disclosed for Nelson; board independence affirmed . |
Expertise & Qualifications
- Global banking and markets executive; prior CEO of ABN AMRO North America; led multi-asset Financial Markets Division; member of Federal Reserve FX Committee; engaged with major central banks .
- Academic credentials in economics and finance (Fordham BA; Fordham MBA) .
- Audit Committee Chair; designated “audit committee financial expert” .
Equity Ownership
| Metric | NUV | As-of |
|---|---|---|
| Direct/beneficial shares owned | 0 shares | May 31, 2025 |
| % of shares outstanding | 0.00% (207,541,595 common shares outstanding) | |
| Dollar range in NUV | $0 | |
| Aggregate dollar range across Nuveen Fund Complex | Over $100,000 | |
| Pledged or hedged shares | Not disclosed for Nelson . | |
| Ownership guideline | Expected to invest at least one year of compensation in Nuveen funds (direct or deferred basis) . | |
| Compliance status | Aggregate holdings across complex “Over $100,000”; specific NUV holding $0 . |
Governance Assessment
-
Strengths:
- Independence and financial expertise: Independent under 1940 Act/exchange standards; Audit Committee Chair; audit committee financial expert designation, enhancing financial oversight quality .
- Engagement: Board/committee cadence is high (e.g., 14 Audit Committee meetings at NUV), and attendance ≥75% threshold last fiscal year .
- Committee breadth: Serves on Executive, Dividend, Investment, Nominating & Governance, Closed-End Fund committees, positioning him centrally in fund oversight .
-
Alignment considerations:
- RED FLAG: $0 direct beneficial ownership in NUV may be perceived as lower fund-specific alignment despite governance principle to invest at least one year of compensation across the complex and aggregate holdings “Over $100,000” across Nuveen funds .
- Pay structure shift: Movement from meeting-based fees (2023) to larger fixed retainers and committee retainers (2024–2025) increases guaranteed cash; total compensation across funds for Nelson was $483,250, raising scrutiny on pay-for-responsibility vs. performance in a closed-end fund context .
-
Conflicts/Related parties:
- No related-party transactions or affiliate investment holdings disclosed for Nelson; independence reaffirmed; affiliate holdings example in proxy pertains to another director (Thomas J. Kenny), not Nelson .
-
Overall investor confidence signal:
- Audit leadership, independence, and heavy committee engagement support governance quality; NUV-specific zero shareholding warrants monitoring of ownership alignment versus complex-level holdings and adherence to board investment guidelines .