John K. Nelson
About John K. Nelson
Independent Board Member of Nuveen AMT‑Free Municipal Value Fund (NUW). Year of birth: 1962; board service since 2013 with current term designated as Class I/II through the 2026 annual shareholder meeting . Former CEO, ABN AMRO Bank N.V. North America and Global Head, Financial Markets Division; Senior External Advisor to Deloitte Consulting’s Financial Services practice (2012–2014); BA in Economics and MBA in Finance from Fordham University . Designated audit committee financial expert and classified as independent (not an “interested person”) under the Investment Company Act; no employment with TIAA/Nuveen or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (including LaSalle Bank Corp.) | CEO, North America; Global Head, Financial Markets Division; various executive roles | 1996–2008 (CEO/Global Head 2007–2008) | Led Currency, Commodity, Fixed Income, Emerging Markets, Derivatives businesses; served on FX Committee of the Federal Reserve; represented bank on committees of Bank of Canada, ECB, Bank of England . |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services practice | 2012–2014 | Advisory support to FS clients . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC (private firm) | Board Director | 2008–2023 | Branding/marketing consultancy . |
| Fordham University | President’s Council (Director) | 2010–2019 | Engagement with university executive leadership . |
| Curran Center for Catholic American Studies (Fordham) | Director | 2009–2018 | Academic center governance . |
| Marian University | Trustee; Chairman of Board of Trustees | 2011–2013 | Board leadership . |
| Federal Reserve FX Committee; Bank of Canada, ECB, Bank of England committees | Committee member/representative | During ABN AMRO tenure | Market standards and policy dialogues . |
Board Governance
- Independence: Classified as Independent Board Member; never employed by TIAA or Nuveen or affiliates, mitigating conflicts tied to sponsor/adviser .
- Committee leadership: Chair, Audit Committee; designated audit committee financial expert .
- Committee memberships: Executive Committee; Dividend Committee; Investment Committee; Nominating & Governance Committee; Closed‑End Fund Committee .
- Attendance: Each Board Member attended 75%+ of Board and applicable committee meetings in the last fiscal year .
- Board leadership: Independent Chair of the Board is Robert L. Young; unitary board across Nuveen fund complex supports consistency and oversight .
Meetings Held (NUW – last fiscal year)
| Meeting Type | Count |
|---|---|
| Regular Board | 4 |
| Special Board | 8 |
| Executive Committee | 4 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee | 6 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
- Structure effective Jan 1, 2025: $350,000 annual retainer; committee membership retainers—Audit and Compliance $35,000 each, Investment $30,000, Dividend/Nominating/Closed‑End $25,000; Chair retainers—Board $150,000; Audit and Compliance $35,000; Investment $30,000; Dividend/Nominating/Closed‑End $25,000; ad hoc meeting fees $1,000 or $2,500 .
- Prior schedule (2024): $350,000 annual retainer; membership retainers—Audit and Compliance $30,000, Investment $20,000, Dividend/Nominating/Closed‑End $20,000; Chair retainers—Board $140,000; Audit and Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed‑End $20,000; ad hoc meeting fees $1,000 or $2,500 .
- Historical (2023): $210,000 annual retainer plus per‑meeting fees (Board $7,250/day; special Board $4,000/meeting; Audit/Closed‑End/Investment $2,500/meeting; Compliance/Risk $5,000/meeting; Dividend $1,250/meeting; other committees $500/meeting); Chair of Board $140,000; committee chairs $20,000 .
NUW-Specific and Complex Compensation
| Metric | Amount |
|---|---|
| Aggregate compensation from NUW (AMT‑Free Value) – fiscal year ended Oct 31, 2024 | $782 |
| Total compensation from Nuveen funds paid to John K. Nelson | $483,250 |
Performance Compensation
| Component | Disclosure |
|---|---|
| Bonus | Not disclosed; proxy describes fixed retainers and committee fees for Independent Board Members . |
| Stock awards (RSUs/PSUs) | Not disclosed; no equity grants for Independent Board Members in proxy . |
| Options | Not disclosed; none referenced for Independent Board Members . |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed; compensation framework is service‑based, not performance‑based . |
| Deferred compensation | Eligible via Deferred Compensation Plan; value tracks selected Nuveen funds; Nelson shows $0 deferred fees across listed funds in table excerpts; participation status overall not determinable from proxy . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Nelson in past five years; table lists prior private/non‑profit roles . |
| Committee/chair roles at outside issuers | Not disclosed for Nelson; other directors list outside roles, but none for Nelson currently . |
| Interlocks with competitors/suppliers/customers | None disclosed related to Nelson; board independence affirmed versus adviser and parent . |
Expertise & Qualifications
- Financial markets leadership (FX, fixed income, derivatives) and bank governance; prior service on key market committees (Fed FX Committee; Bank of Canada/ECB/BoE committees) .
- Audit Committee Chair; audit committee financial expert designation supports financial reporting and valuation oversight .
- Education: BA Economics; MBA Finance (Fordham University) .
Equity Ownership
| Item | Value |
|---|---|
| NUW shares beneficially owned (AMT‑Free Value) | 0 . |
| Ownership % of NUW outstanding shares | <1% for all board members; Nelson has 0 NUW shares . |
| Aggregate dollar range across Nuveen fund complex | Over $100,000 . |
| Shares pledged/hedged | Not disclosed in proxy . |
| Stock ownership guideline | Expected to invest at least one year of compensation in Nuveen funds (directly or deferred) . |
| Compliance status vs guideline | Not determinable from disclosed aggregate “Over $100,000” vs one‑year compensation; proxy does not state compliance status . |
Governance Assessment
- Strengths: Independent status and absence of TIAA/Nuveen employment reduce conflicts ; Audit Committee Chair with SEC “financial expert” designation supports robust oversight of valuation, audits, and financial reporting ; multi‑committee participation (Executive, Dividend, Investment, Nominating, Closed‑End) indicates high engagement; attendance at or above 75% threshold in last fiscal year across Board/committees reinforces commitment .
- Watch items: NUW‑specific “skin‑in‑the‑game” is limited (0 shares owned of NUW), though aggregate complex holdings exceed $100,000; ownership guideline expects one‑year compensation and compliance status is not disclosed—monitor for alignment optics .
- Compensation signals: 2025 increases to committee membership and chair retainers (vs 2024) raise fixed cash compensation, but still structured as service‑based (no performance metrics); not inherently problematic, yet investors typically prefer stronger explicit alignment mechanisms for directors .
- Conflicts/related parties: No related‑party transactions involving Nelson disclosed; board confirms Section 16(a) filing compliance for last fiscal year, reducing regulatory risk signals .
Overall, Nelson’s independent status, audit leadership, and attendance support board effectiveness. The primary optics risk is limited fund‑specific ownership (NUW) and an indeterminate status versus the “one‑year compensation” ownership guideline; continued monitoring of director holdings and any deferred compensation elections can improve confidence in alignment .