John K. Nelson
About John K. Nelson
Independent Board Member of Nuveen’s S&P Dynamic Overwrite Fund (SPXX); born 1962; joined the Nuveen Funds Boards in 2013 (Class II term through the 2026 annual meeting). He is Chair of the Audit Committee and designated an “audit committee financial expert.” Nelson’s background spans senior leadership in global banking/markets (CEO, ABN AMRO N.V. North America; Global Head, Financial Markets Division) and an advisory role at Deloitte Consulting. He holds a BA in Economics and an MBA in Finance from Fordham University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABN AMRO Bank N.V. (incl. LaSalle Bank Corp.) | CEO, North America; Global Head, Financial Markets Division; various executive roles | 1996–2008 (CEO NA 2007–2008) | Led Currency, Commodity, Fixed Income, Emerging Markets and Derivatives businesses; represented bank on committees of the Bank of Canada, ECB and Bank of England; member, Federal Reserve Foreign Exchange Committee |
| Deloitte Consulting LLP | Senior External Advisor, Financial Services practice | 2012–2014 | Strategic advisory to financial services clients |
| Core12 LLC (private) | Director | 2008–2023 | Branding/marketing firm oversight |
| Fordham University | President’s Council – Director | 2010–2019 | University advisory role |
| Curran Center for Catholic American Studies | Director | 2009–2018 | Academic board service |
| Marian University | Trustee and Chairman of the Board | 2011–2013 | Board leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company boards | — | None disclosed | No current public company directorships stated for the past five years |
| Core12 LLC (private) | Director | Former | 2008–2023 |
| Fordham University | President’s Council – Director | Former | 2010–2019 |
| Curran Center for Catholic American Studies | Director | Former | 2009–2018 |
| Marian University | Trustee & Chairman | Former | 2011–2013 |
Board Governance
- Independence: Not an “interested person” of the Funds or Adviser; never employed by TIAA or Nuveen; deemed an Independent Board Member .
- Tenure and Term: Board Member since 2013; Class II Director with term expiring at the 2026 annual meeting .
- Committee Leadership: Audit Committee Chair; designated “audit committee financial expert” .
- Committee Memberships: Executive Committee; Dividend Committee; Nominating & Governance Committee; Investment Committee; Closed-End Fund Committee .
- Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year .
Fixed Compensation
| Component | Amount | Effective Date / Notes |
|---|---|---|
| Annual base retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2024 |
| Audit Committee membership retainer | $30,000 → $35,000 | $30,000 in 2024; increases to $35,000 on Jan 1, 2025 |
| Audit Committee Chair retainer | $30,000 → $35,000 | $30,000 in 2024; increases to $35,000 on Jan 1, 2025 |
| Investment Committee membership retainer | $20,000 → $30,000 | $20,000 in 2024; increases to $30,000 on Jan 1, 2025 |
| Dividend Committee membership retainer | $20,000 → $25,000 | $20,000 in 2024; increases to $25,000 on Jan 1, 2025 |
| Nominating & Governance Committee membership retainer | $20,000 → $25,000 | $20,000 in 2024; increases to $25,000 on Jan 1, 2025 |
| Closed-End Funds Committee membership retainer | $20,000 → $25,000 | $20,000 in 2024; increases to $25,000 on Jan 1, 2025 |
| Ad hoc meeting fee | $1,000 or $2,500 | Based on meeting length/immediacy |
| Aggregate compensation from funds in the Fund Complex (last fiscal year) | $483,250 | John K. Nelson – total from all funds overseen |
Notes:
- Prior to 2024, compensation emphasized per-meeting fees; 2024 introduced a higher base retainer plus committee retainers; 2025 increased certain retainers/chair fees .
Performance Compensation
- Structure: No stock awards, option awards, or performance-based incentive plans are described for Independent Board Members; director pay consists of cash retainers/fees, with optional deferral .
- Deferred Compensation Plan: Independent Board Members may defer some/all compensation into a book reserve account notionally invested in eligible Nuveen funds; payouts can be lump sum or over 2–20 years; no fund-level pension/retirement plans .
| Performance Metric | Weight/Target | Payout Linkage |
|---|---|---|
| None disclosed for Independent Board Members | — | No performance-linked director pay disclosed |
Other Directorships & Interlocks
| Category | Entity | Role | Overlap/Conflict Indicator |
|---|---|---|---|
| Public company boards | — | None disclosed | No interlocks identified |
| Private/Non-profit | Core12 LLC | Director (former) | Private firm; no fund conflict disclosed |
| Academic/Non-profit | Fordham University (President’s Council) | Director (former) | Advisory role; no fund conflict disclosed |
| Academic | Curran Center for Catholic American Studies | Director (former) | No fund conflict disclosed |
| Academic | Marian University | Trustee & Chairman (former) | No fund conflict disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert; deep expertise in financial reporting, valuation oversight, and auditor independence .
- Global markets and risk leadership (FX, commodities, fixed income, derivatives) as ABN AMRO Global Head of Financial Markets .
- Education: BA (Economics) and MBA (Finance), Fordham University .
Equity Ownership
| Measure | SPXX (S&P Dynamic Overwrite) | Fund Complex Aggregate |
|---|---|---|
| Dollar range of equity securities beneficially owned | $0 | Over $100,000 |
| Shares owned | 0 | — |
| Ownership as % of outstanding shares | <1% for each Fund (all directors individually) | — |
| Pledged shares | Not disclosed | Not disclosed |
Governance Assessment
- Strengths: Independent director since 2013 with extensive global banking and markets experience; serves as Audit Committee Chair and SEC-designated financial expert, indicating strong financial oversight capabilities; attended ≥75% of Board/committee meetings; broad committee engagement (Executive, Investment, Dividend, Nominating & Governance, Closed-End) supports board effectiveness .
- Alignment: Discloses $0 ownership and 0 shares in SPXX; however, aggregate investments across the Nuveen registered investment company family exceed $100,000, partially aligning interests at the complex level; each individual director owns <1% of any Fund .
- Pay structure: Cash-based retainers and committee/chair fees; no equity or performance incentives for directors; optional deferral into fund equivalents aligns pay with fund outcomes without granting equity; 2025 increases to certain committee and chair retainers recognize workload/complexity .
- Conflicts/related-party: No related-party transactions disclosed for Nelson; independence affirmed; no public-company interlocks identified .
RED FLAGS: None material disclosed; potential alignment gap at the fund level given $0 SPXX holdings, though mitigated by aggregate complex-level exposure and robust independence/oversight roles .