John K. Nelson
About John K. Nelson
Independent Board Member of Nuveen AMT‑Free Municipal Credit Income Fund (NVG) since 2013; born 1962. Former CEO of ABN AMRO N.V. North America and Global Head of the Financial Markets Division; BA in Economics and MBA in Finance from Fordham University . All Nuveen fund board members, including Nelson, are classified as Independent under the 1940 Act and have never been employees or directors of TIAA/Nuveen or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO N.V. North America | Chief Executive Officer | 2007–2008 | Led North American operations; also served as Global Head of Financial Markets Division encompassing currency, commodity, fixed income, EM, derivatives |
| ABN AMRO (incl. LaSalle Bank Corp.) | Various executive leadership roles | 1996–2007 | Senior positions across global banking and markets |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services practice | 2012–2014 | Advisory focus in financial services |
| Federal Reserve FX Committee | Member | Not specified | Represented ABN AMRO on FX committee; also represented on Bank of Canada, ECB, Bank of England committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC (private branding/marketing firm) | Director | 2008–2023 | Private company board service |
| Fordham University – President’s Council | Member/Director | 2010–2019 | University advisory leadership |
| Fordham – Curran Center for Catholic American Studies | Director | 2009–2018 | Academic center governance |
| Marian University | Trustee and Chairman of the Board of Trustees | 2011–2013 | Non‑profit/academic governance |
Board Governance
- Committee assignments and roles:
- Audit Committee: Chair; designated “audit committee financial expert” (along with Boateng, Starr, Young) .
- Executive Committee: Member (Young—Chair; Kenny; Nelson; Toth) .
- Dividend Committee: Member (Thornton—Chair; Lancellotta; Kenny; Nelson; Starr) .
- Nominating & Governance Committee: Member (Young—Chair; full independent membership) .
- Investment Committee: Member (Boateng & Lancellotta—Co‑Chairs; full independent membership) .
- Closed‑End Fund Committee: Member (Moschner—Chair; Kenny; Nelson; Starr; Thornton; Wolff; Young) .
- Independence status: All board members (including Nelson) are “Independent Board Members” under the 1940 Act; none have been employees/directors of TIAA/Nuveen or affiliates .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings during the last fiscal year .
- Tenure and oversight scope: Board service since 2013; oversees 217 portfolios in the Nuveen/TIAA fund complex .
Fixed Compensation
Compensation structure for Independent Board Members (service across the fund complex; allocated among funds):
| Pay Element | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board retainer | $350,000 | $350,000 | Effective Jan 1, 2024 and continuing in 2025 |
| Audit Committee membership retainer | $30,000 | $35,000 | Per member |
| Compliance, Risk Mgmt & Regulatory Oversight membership retainer | $30,000 | $35,000 | Per member |
| Investment Committee membership retainer | $20,000 | $30,000 | Per member |
| Dividend Committee membership retainer | $20,000 | $25,000 | Per member |
| Nominating & Governance membership retainer | $20,000 | $25,000 | Per member |
| Closed‑End Fund Committee membership retainer | $20,000 | $25,000 | Per member |
| Board Chair | $140,000 | $150,000 | Additional to annual retainer |
| Audit Committee Chair | $30,000 | $35,000 | Additional to annual retainer |
| Investment Committee Chair/Co‑Chair | $20,000 | $30,000 | Additional to annual retainer |
| Dividend, Nominating & Governance, Closed‑End Chairs | $20,000 | $25,000 | Additional to annual retainer |
| Ad hoc meeting fee | $1,000 or $2,500 | $1,000 or $2,500 | Based on meeting length/immediacy |
| Special assignment committees (quarterly fees) | Chair: $1,250; Members: $5,000 | Chair: $1,250+; Members: $5,000+ | Starting levels; complexity‑dependent |
NVG fund‑level compensation paid to Nelson:
| Metric | FY 2024 |
|---|---|
| Aggregate Compensation from NVG ($) | $13,359 |
Notes: Funds do not have retirement or pension plans; officers are unpaid by the funds (CCO compensation paid by Adviser with Board oversight) .
Performance Compensation
| Pay Element | Performance Metrics Tied | Vesting/Terms | Disclosed? |
|---|---|---|---|
| Annual retainer and committee retainers/fees | None | Cash retainers and meeting fees; no bonuses, stock awards, or options disclosed for directors | Yes (structure only) |
| Deferred Compensation Plan (elective) | Not performance‑based; account value tracks selected Nuveen fund shares | Distributions in lump sum or over 2–20 years; credited to book reserve account of Participating Fund | Yes |
Director equity grants, options, PSU/RSU, performance metrics (TSR/EBITDA/ESG), clawbacks, gross‑ups, severance/CIC provisions: Not disclosed for Independent Board Members .
Other Directorships & Interlocks
| Company | Type | Role | Current/Past |
|---|---|---|---|
| Core12 LLC | Private | Director | Past (2008–2023) |
| Fordham University (President’s Council) | Non‑profit/Academic | Director | Past (2010–2019) |
| Curran Center (Fordham) | Academic | Director | Past (2009–2018) |
| Marian University | Academic | Trustee/Chair | Past (2011–2013) |
No current public company directorships disclosed for Nelson; no shared directorships with Nuveen’s key counterparties disclosed .
Expertise & Qualifications
- Extensive global banking/markets leadership (ABN AMRO; FX markets; derivatives) .
- Audit Chair and SEC‑defined “audit committee financial expert,” indicating strong financial reporting oversight capabilities .
- Advanced finance education (Fordham BA Econ; MBA Finance) .
- Broad governance experience across non‑profit/academic boards .
Equity Ownership
| Metric | NVG |
|---|---|
| Dollar range of equity securities beneficially owned | $0 |
| Shares beneficially owned | 0 |
| Individual ownership as % of outstanding shares | <1% (for each Board Member) |
| Metric | Fund Complex |
|---|---|
| Aggregate range of equity securities beneficially owned across all registered investment companies overseen | Over $100,000 |
Shares pledged/hedged: Not disclosed. Vested/unvested breakdown, options, in‑the‑money value: Not disclosed .
Governance Assessment
- Strengths:
- Audit Committee Chair and financial expert; robust committee coverage (Executive, Dividend, Nominating & Governance, Investment, Closed‑End), supporting board effectiveness in risk, valuation, performance, and distribution oversight .
- Independence under the 1940 Act; not affiliated with TIAA/Nuveen; attendance ≥75% of meetings in last fiscal year, indicating engagement .
- Potential investor‑confidence considerations:
- No NVG share ownership disclosed (dollar range $0; 0 shares), which may signal limited direct “skin‑in‑the‑game” at the fund level; board guideline expects members to invest at least one year of compensation in funds within the complex, but individual compliance status is not stated (aggregate across the complex is “Over $100,000”) .
- No related‑party transactions or conflicts disclosed for Nelson (contrast to separate disclosure regarding another Board Member’s external holdings), supporting independence but limiting visibility into ownership alignment mechanisms (e.g., pledging policies) .
- Compliance/filings:
- Section 16(a)/30(h) filings: Funds report compliance by Board Members and officers in the last fiscal year; no Nelson issues noted (2025); a late Form 4 was noted for an officer (not Nelson) in 2024 .
Appendix: Meeting Cadence (Board workload context)
| Fund | Regular Board Mtgs | Special Board Mtgs | Audit Committee Mtgs |
|---|---|---|---|
| NVG (FY last year in proxy) | 4 | 8 | 14 |
This cadence indicates a high volume of audit‑related oversight aligned with Nelson’s role as Audit Chair .