Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Amy B. R. Lancellotta (born 1959) is an Independent Board Member of Nuveen S&P 500 Buy-Write Income Fund (BXMX) and other Nuveen Funds; she joined the Board in 2021 and serves across 218 portfolios in the fund complex. She holds a B.A. from Pennsylvania State University (1981) and a J.D. from George Washington University Law School (1984) and previously served as Managing Director of the Independent Directors Council (IDC) within the Investment Company Institute (ICI), with a 30-year tenure at ICI focused on fund governance and director education .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment Company Institute (ICI) / Independent Directors Council (IDC) | Managing Director, IDC; various ICI roles | IDC: 2006–2019; ICI: 1989–2006 | Led education, governance, and policy initiatives for fund independent directors; represented IDC/ICI on fund governance issues . |
| Washington, D.C. law firms (two) | Associate | Pre-1989 | Securities/regulatory legal experience prior to joining ICI . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President (since 2023); Director (since 2020) | 2020–Present | Non-profit focused on ending power-based violence; indicates continued board governance engagement . |
Board Governance
- Independence: Lancellotta is an Independent Board Member (“not an interested person”) and serves on committees composed entirely of independent trustees .
- Committee memberships and roles:
- Audit Committee: Member; committee oversees financial reporting integrity, auditor independence, and valuation; current members include Lancellotta; chair is John K. Nelson; SEC-designated “financial experts” are Moschner, Nelson, Starr, and Young (Lancellotta is not designated as a financial expert) .
- Investment Committee: Co-Chair; committee oversees performance, investment risk, leverage/hedging review; co-chairs are Boateng (for specified funds) and Lancellotta .
- Dividend Committee: Member; authorized to declare distributions; chaired by Matthew Thornton III .
- Nominating and Governance Committee: Member; oversees Board composition, evaluations, governance guidelines, director education, and compensation recommendations; chaired by Robert L. Young .
- Compliance, Risk Management and Regulatory Oversight Committee: Not listed as a member (members include Wolff (Chair), Forrester, Kenny, Medero, Moschner, Toth) .
- Closed-End Fund Committee: Not listed as a member (members include Moschner (Chair), Kenny, Nelson, Starr, Thornton, Wolff, Young) .
- Attendance and engagement: Policy disclosure indicates each Board Member attended 75% or more of Board and committee meetings during the last fiscal year; BXMX meeting load included 5 regular Board, 9 special Board, 14 Audit, 5 Nominating & Governance, 4 Investment, and 10 Dividend Committee meetings in the last fiscal year .
Fixed Compensation
- Structure: Effective Jan 1, 2024, Independent Board Members receive a $350,000 annual retainer across the fund complex. Committee retainers per membership: Audit and Compliance $30,000 (rising to $35,000 on Jan 1, 2025); Investment $20,000 (rising to $30,000 in 2025); Dividend, Nominating & Governance, and Closed-End $20,000 (rising to $25,000 in 2025). Chair/co-chair retainers: Board Chair $140,000 (to $150,000 in 2025); Audit and Compliance Chair $30,000 (to $35,000 in 2025); Investment Chair $20,000 (to $30,000 in 2025); Dividend, Nominating & Governance, Closed-End Chair $20,000 (to $25,000 in 2025). Ad hoc meetings pay $1,000 or $2,500 depending on length/immediacy; special assignment committees pay quarterly fees (chair/co-chair starting at $1,250; members starting at $5,000) .
- Legacy 2023 structure (context): Prior to Jan 1, 2024, directors had lower base retainer ($210,000) plus per-meeting fees (e.g., $7,250 for regular Board; $2,500 Audit/Closed-End/Investment; $5,000 Compliance; $1,250 Dividend) and $140,000 Board Chair; $20,000 committee chair retainers .
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Base Director Retainer | $350,000 | $350,000 | Paid across fund complex. |
| Audit Committee Membership | $30,000 | $35,000 | Lancellotta is a member . |
| Investment Committee Membership | $20,000 | $30,000 | Lancellotta is a member . |
| Investment Committee Chair/Co-Chair | $20,000 | $30,000 | Lancellotta is Co-Chair . |
| Dividend Committee Membership | $20,000 | $25,000 | Lancellotta is a member . |
| Nominating & Governance Membership | $20,000 | $25,000 | Lancellotta is a member . |
| Ad Hoc Meeting Fee | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting | Based on length/immediacy. |
- Aggregate pay outcomes:
- BXMX (S&P Buy-Write) compensation paid to Lancellotta (last fiscal year): $4,154 from BXMX .
- Total compensation from funds in the Nuveen Fund Complex paid to Lancellotta (last fiscal year): $469,250 .
Performance Compensation
- Equity or option awards: None disclosed for directors of the Funds; director compensation is cash retainer/fees with optional deferred compensation; the Funds do not have retirement or pension plans .
- Performance metrics, PSUs/RSUs, options, vesting schedules, bonuses, severance, change-of-control, clawbacks, tax gross-ups: Not disclosed/applicable to Independent Board Members in the Nuveen Funds’ proxy .
- Deferred compensation plan: Directors may elect to defer fees into book-reserve accounts notionally invested in eligible Nuveen funds; distributions may be taken in lump sum or over 2–20 years; the Participating Fund is liable only for its own obligations . Illustrative deferral credit for Lancellotta (BXMX): deferred fees credited of $1,375 in S&P Buy-Write .
| Performance Metric | Disclosed? | Detail |
|---|---|---|
| Revenue/EBITDA/TSR targets | No | Director pay not performance-linked. |
| Equity awards (RSU/PSU/options) | No | Not part of director comp. |
| Deferred comp elections | Yes | Notional investment in eligible funds; BXMX deferral credit: $1,375 . |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| JCADA | Non-profit | President; Director | No transactional ties to Adviser or Funds disclosed . |
| Public company boards | Public | None disclosed | No public company interlocks disclosed in past five years . |
Expertise & Qualifications
- Fund governance leader through IDC/ICI, with extensive experience advising directors on regulation, governance processes, and shareholder interests; legal training and practice support strong oversight capabilities .
- Meets independence standards; serves on audit and governance committees emphasizing control, valuation, and board-process oversight .
- Oversees 218 portfolios, indicating breadth of investment oversight exposure in the Nuveen complex .
Equity Ownership
- Ownership in BXMX: Dollar range $0; shares owned 0 as of December 31, 2024 .
- Aggregate range in the “Family of Investment Companies” overseen: Over $100,000 (not necessarily in BXMX) .
- Percent of class: Each individual Board Member’s holdings of each Fund are less than 1% as of February 18, 2025 .
| Fund | Dollar Range | Shares Owned | Ownership % |
|---|---|---|---|
| BXMX (S&P Buy-Write) | $0 | 0 | <1% (individual) |
Governance Assessment
- Strengths:
- Deep fund-governance expertise and legal background; independent status across key oversight committees (Audit; Nominating & Governance; Dividend) with leadership as Investment Committee Co-Chair, supporting robust risk and performance oversight .
- Documented engagement: ≥75% attendance; BXMX-specific cadence indicates meaningful committee workload (e.g., 14 Audit, 10 Dividend meetings), supporting board effectiveness and investor confidence .
- Transparent compensation structure with standardized retainers and disclosed increases for 2025, aligning compensation with responsibility and committee leadership roles .
- Potential concerns and watch items:
- No direct share ownership in BXMX as of year-end 2024; while typical for fund directors, it limits “skin-in-the-game” alignment at the fund level; partial alignment via deferred compensation credits exists but are modest at BXMX ($1,375) .
- Not designated as an “audit committee financial expert” (others on committee are), which is not a deficiency but worth noting relative to audit oversight expertise mix .
- No related-party transactions or affiliate-advised private holding disclosures for Lancellotta were noted (contrast: such holdings are disclosed for another trustee); maintain monitoring for any future conflicts .
Overall, Lancellotta’s governance profile emphasizes independence, process rigor, and committee leadership. The compensation framework reflects responsibility rather than performance linkage, consistent with fund-director norms, and attendance disclosures support engagement. The lack of BXMX share ownership should be weighed against industry practice and the presence of a deferred comp program .