Jane Musser Nelson
About Jane Musser Nelson
Independent Class III Director at Adams Natural Resources Fund (PEO); age 66; director since 2021 with current term expiring at the 2027 annual meeting. Retired Managing Director of Investments at Cambridge Associates; previously held senior roles at Bain Capital, ING Capital Advisors, and Eaton Vance. Deemed an Audit Committee Financial Expert by the Board; also serves on the board of Adams Diversified Equity Fund (ADX), part of the Adams Funds complex. Beneficially owns 2,690 PEO shares; reported dollar value range $50,000–$100,000 as of Dec 31, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cambridge Associates | Managing Director, Investments | Not disclosed | Institutional investment leadership across traditional/alternative assets |
| Bain Capital | Senior management role | Not disclosed | Private markets/investing experience |
| ING Capital Advisors | Senior management role | Not disclosed | Credit/investment management |
| Eaton Vance | Senior management role | Not disclosed | Public markets/investing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adams Diversified Equity Fund (ADX) | Class III Director | Same service period as PEO | Board oversight within Adams Funds complex |
| Isabella Stewart Gardner Museum | Trustee; Investment Committee (voluntary) | Not disclosed | Endowment oversight |
| First Eagle Alternative Capital BDC, Inc. | Former Director | Within last 5 years | Public BDC governance experience |
| Alcentra (BNY Mellon subsidiary) | Former Director | Within last 5 years | Institutional credit/alternatives oversight |
| Adviser to investment firms, foundations, and trusts | Adviser | Current | Portfolio/policy advisory |
Board Governance
- Independence and leadership: One of five independent directors on a seven-member board; Board chaired by independent director Kenneth J. Dale; executive sessions of independent directors held at each regular meeting .
- Service and terming: Class III director; term runs through the 2027 meeting; director since 2021 .
- Committee assignments (2024):
- Audit Committee (member; committee met 4 times in 2024; all members, including Ms. Nelson, deemed Audit Committee Financial Experts) .
- Compensation Committee (member; met 2 times in 2024) .
- Nominating & Governance Committee (member; met 6 times in 2024) .
- Attendance and engagement:
- Board meetings in 2024: 7 regular, 2 special; overall director attendance 100% (board and relevant committees) .
- Board meetings in 2023: 7 regular, 1 special; overall director attendance 100% .
- Annual meeting attendance policy: Directors expected to attend when held same day as a Board meeting; 2024 annual meeting was not on a Board date and no directors attended; in 2023 all directors submitted for election attended the annual meeting .
| 2024 Committees | Role | 2024 Meetings | Chair |
|---|---|---|---|
| Audit | Member | 4 | Mary Chris Jammet |
| Compensation | Member | 2 | Lauriann C. Kloppenburg |
| Nominating & Governance | Member | 6 | Frederic A. Escherich |
Fixed Compensation
Director pay is cash-based; no meeting fees disclosed.
| Year | Annual Retainer (Director) | Committee Chair Fee | Board Chair Fee | Aggregate Compensation from PEO | Total Compensation from Fund + Complex |
|---|---|---|---|---|---|
| 2024 | $65,000 | $0 (not a chair) | $0 | $65,000 | $130,000 |
| 2023 | $65,000 | $0 (not a chair) | $0 | $65,000 | $130,000 |
Program structure: Non-interested directors receive a $65,000 annual retainer; Committee Chairs receive $3,000; Board Chair receives $20,000 (Jane is not a chair) .
Performance Compensation
| Component | Structure/Metric | Detail |
|---|---|---|
| Equity/Stock Awards | 2005 Equity Incentive Compensation Plan | Plan expired April 27, 2015; all grants vested prior to 2019; Ms. Nelson holds no deferred stock units; no current equity plan for directors disclosed |
| Options/Performance Awards | N/A for non-employee directors | No options, PSUs/RSUs, or bonus metrics for directors disclosed |
| Cash Bonus | Not applicable | Director compensation is retainer-based; no bonus metrics disclosed |
Other Directorships & Interlocks
- Fund complex interlock: Serves on the ADX board (same complex as PEO), which shares certain expenses (research, accounting, office services) with PEO; in 2024, the funds incurred $19,514,999 in shared expenses, with ADX bearing $15,344,993 per the allocation policy .
- No director-specific related-party transactions involving Ms. Nelson are disclosed in the proxy .
Expertise & Qualifications
- 30+ years in investment management across traditional and alternative assets; prior leadership at Cambridge Associates, Bain Capital, ING Capital Advisors, and Eaton Vance .
- Deemed an Audit Committee Financial Expert by the Board .
- Non-profit endowment oversight as Trustee and Investment Committee member (Isabella Stewart Gardner Museum) .
Equity Ownership
| Metric | Value |
|---|---|
| PEO Shares Beneficially Owned | 2,690 (as of Dec 31, 2024) |
| Ownership as % of Outstanding | <1% (all directors individually <1%) |
| Dollar Value Range | $50,000–$100,000 (as of Dec 31, 2024) |
| Deferred Stock Units | 0 (only Mr. Dale held DSUs; Ms. Nelson held none) |
| Ownership Guidelines | Non-employee directors must own at least $100,000 (cost basis) of PEO stock within 5 years of joining the Board |
| Compliance Timing | Joined 2021; 5-year guideline implies deadline in 2026; proxy does not disclose cost basis or compliance status |
Governance Assessment
- Strengths and signals supporting investor confidence:
- Independent director with deep investment credentials and designated Audit Committee Financial Expert status; serves on all three key committees, indicating strong engagement and board confidence .
- 100% attendance for 2023–2024 at board/committee levels; board follows independent chair structure and holds executive sessions at each regular meeting—best-practice governance .
- Director compensation is straightforward cash retainers; no risk-creating option or performance equity awards for directors; legacy equity plan expired with no outstanding units for Ms. Nelson .
- Monitoring items (not red flags):
- Equity ownership guideline requires $100,000 (cost basis) within 5 years; Ms. Nelson’s reported dollar value range is $50,000–$100,000 as of Dec 31, 2024. Cost basis and compliance status are not disclosed; timeline suggests 2026 for required compliance .
- Dual-board service within the Adams Funds complex is standard for closed-end fund complexes; the funds share expenses under a disclosed allocation policy; no director-specific conflicts disclosed .