John Nelson
About John K. Nelson
Independent trustee of Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX) since 2013; year of birth 1962. Former CEO of ABN AMRO Bank N.V., North America and Global Head of Financial Markets; earlier senior roles at ABN AMRO/LaSalle (1996–2008). Designated audit committee financial expert; independent under the 1940 Act (no employment ties to TIAA/Nuveen). Education: BA Economics and MBA Finance, Fordham University. Term: Class II trustee, expiring at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (North America) | Chief Executive Officer; Global Head, Financial Markets Division | 2007–2008 | Led currency, commodity, fixed income, EM, derivatives businesses; represented bank on various central bank committees. |
| ABN AMRO/LaSalle Bank Corporation | Senior executive leadership roles | 1996–2007 | Broad markets leadership across trading and risk; FX Committee of Federal Reserve participation. |
| Deloitte Consulting LLP | Senior external advisor, Financial Services practice | 2012–2014 | Strategy advisory; governance and performance oversight experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core12 LLC (private) | Director | 2008–2023 | Branding/marketing firm board service. |
| Fordham University | President’s Council (member) | 2010–2019 | University advisory role. |
| Curran Center for Catholic American Studies | Director | 2009–2018 | Academic governance. |
| Marian University | Trustee; Chairman, Board of Trustees | 2011–2013 | Board leadership. |
Board Governance
- Independence: All nominees/trustees are “Independent Board Members” (not interested persons; never employees/directors of TIAA/Nuveen).
- Committee assignments and roles (QQQX):
- Audit Committee: Chair; designated audit committee financial expert.
- Executive Committee: Member (Young, Chair; Kenny; Nelson; Toth).
- Dividend Committee: Member (Thornton, Chair; Lancellotta; Kenny; Nelson; Starr).
- Nominating & Governance Committee: Member (Young, Chair; includes Nelson).
- Investment Committee: Member (co-chairs Boateng/Lancellotta; includes Nelson).
- Closed-End Fund Committee: Member (Moschner, Chair; includes Nelson).
- Attendance: Each trustee attended ≥75% of Board and applicable committee meetings in the last fiscal year.
- Board leadership: Independent Chair (Robert L. Young). Unitary board across Nuveen funds increases scale and consistency of oversight.
Board and Committee Meeting Activity – QQQX (last fiscal year)
| Metric | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 9 |
| Executive Committee Meetings | 5 |
| Dividend Committee Meetings | 10 |
| Compliance Committee Meetings | 5 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 5 |
| Investment Committee Meetings | 4 |
| Closed-End Fund Committee Meetings | 4 |
Fixed Compensation
Compensation structure (Independent trustees; effective dates apply complex-wide):
- Annual Board retainer: $350,000 (effective Jan 1, 2024).
- Committee membership retainers (annual; effective Jan 1, 2024 → Jan 1, 2025):
- Audit Committee: $30,000 → $35,000.
- Compliance, Risk Management & Regulatory Oversight: $30,000 → $35,000.
- Investment Committee: $20,000 → $30,000.
- Dividend Committee: $20,000 → $25,000.
- Nominating & Governance: $20,000 → $25,000.
- Closed-End Funds Committee: $20,000 → $25,000.
- Chair retainers (annual; effective Jan 1, 2024 → Jan 1, 2025):
- Board Chair: $140,000 → $150,000.
- Audit/Compliance Chairs: $30,000 → $35,000.
- Investment Chair: $20,000 → $30,000.
- Dividend/Nominating/Closed-End Chairs: $20,000 → $25,000.
- Ad hoc/special assignments: $1,000–$2,500 per ad hoc meeting; special assignment committees have quarterly fees (chair/co-chair starting $1,250; members starting $5,000).
- No pension/retirement plan; optional Deferred Compensation Plan with fund-equiv tracking.
QQQX and Fund-Complex Paid Amounts (last fiscal year)
| Item | Amount (USD) |
|---|---|
| Aggregate compensation from QQQX to John K. Nelson | $3,657 |
| Total compensation from funds in Nuveen fund complex paid to John K. Nelson | $483,250 |
Performance Compensation
| Component | Terms | Notes |
|---|---|---|
| Bonuses (target/actual) | None disclosed | Trustee pay is retainers/meeting fees; no performance bonus structure disclosed. |
| Stock/Option awards (RSUs/PSUs/options) | None disclosed | No equity awards structure for trustees disclosed. |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed | No performance-linked trustee compensation metrics disclosed. |
| Deferred compensation (QQQX) | $0 | No deferred fees recorded for Nelson at QQQX in the participating funds deferral table. |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Nelson in past five years. |
| Private/non-profit/academic boards | Core12 LLC (director); Fordham President’s Council; Curran Center director; Marian University trustee/chair. |
| Interlocks with competitors/suppliers/customers | None disclosed. |
Expertise & Qualifications
- Capital markets executive leadership (FX, commodities, fixed income, derivatives; central bank committee participation).
- Audit oversight depth; audit committee financial expert designation; chairs Audit Committee.
- Governance across multiple committees (Executive, Dividend, Nominating & Governance, Investment, Closed-End).
- Academic credentials: BA Economics; MBA Finance (Fordham).
- Independent trustee under 1940 Act; no TIAA/Nuveen employment history.
Equity Ownership
| Metric | QQQX | Fund Complex |
|---|---|---|
| Dollar range of holdings (as of 12/31/2024) | $0 | Aggregate range “Over $100,000” |
| Shares beneficially owned (as of 12/31/2024) | 0 | Group totals <1% across each fund |
| Ownership % of QQQX outstanding | <1% for each trustee; Nelson individually <1% | Policy statement; individual holdings each <1%. |
| Shares pledged/hedged | None disclosed | No pledging/hedging disclosure for Nelson. |
| Ownership guidelines | Expected to invest at least one year of compensation in funds in the complex | Board governance principle for alignment. |
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| — | — | — | — | Funds report Section 16(a) compliance; no delinquent filings; no Form 4 trades disclosed for Nelson. |
Governance Assessment
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Strengths
- Audit Committee Chair with “financial expert” designation; strong financial reporting and valuation oversight, including direct oversight of auditors and valuation policies.
- High engagement: broad committee membership plus ≥75% attendance; QQQX saw robust committee cadence (14 Audit; 10 Dividend; 5 Executive; 5 Nominating; 4 Investment; 4 Closed-End).
- Independence: Unaffiliated with TIAA/Nuveen; unitary independent board structure enhances scale of oversight across identical service providers.
- No related-party securities holdings disclosed for Nelson in adviser-affiliate advised companies (reduces conflict risk).
-
Watch items / potential red flags
- Zero direct holdings in QQQX as of 12/31/2024; while the governance guideline expects at least one year of compensation invested across the complex, only categorical “Over $100,000” aggregate holdings are disclosed—insufficient to confirm guideline compliance magnitude.
- Compensation increased meaningfully in 2024–2025 (board and committee retainers); monitor balance of cash vs. any deferred aligners to ensure pay-for-governance outcomes remain shareholder-friendly.
-
Overall view: Nelson brings deep capital markets experience, chairs a critical oversight committee, and maintains independence—supporting investor confidence in financial controls and risk oversight. Attendance and multi-committee engagement are strong; absence of QQQX holdings is a visible alignment gap at the fund level, partially offset by aggregate complex holdings and a board-wide ownership guideline.