Amy Lancellotta
About Amy B. R. Lancellotta
Independent trustee of Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX) since 2021; year of birth 1959. Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI), where she led education, policy, and governance initiatives for fund independent directors (2006–2019); earlier roles at ICI beginning in 1989 and prior legal practice; B.A. Pennsylvania State University (1981), J.D. George Washington University Law School (1984). Oversees 218 portfolios across the Nuveen/TIAA fund complex; currently Co‑Chair of the Board’s Investment Committee; deemed an Independent Board Member (not an “interested person”).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment Company Institute – Independent Directors Council (IDC) | Managing Director | 2006–2019 | Led IDC’s education, communication, governance, and policy initiatives for fund independent directors |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Regulatory and governance engagement for regulated investment companies |
| Two Washington, D.C. law firms | Associate | Pre‑1989 (before joining ICI) | Legal practice prior to ICI |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President (since 2023); Director (since 2020) | 2020–present | Non‑profit board leadership |
Board Governance
- Independence: Board classifies all trustees, including Lancellotta, as Independent Board Members (not “interested persons” of the Funds, Nuveen/TIAA, or affiliates) .
- Current DIAX board class and term: Class II trustee; term expires at 2026 annual meeting; last elected May 8, 2023 .
- Board leadership: Independent Chair (Robert L. Young) .
- Committee assignments (current):
- Investment Committee – Co‑Chair
- Audit Committee – Member
- Dividend Committee – Member
- Nominating & Governance Committee – Member
- Attendance: Each trustee attended at least 75% of Board and committee meetings during the last fiscal year .
DIAX (Fund-level) meeting cadence in the last fiscal year:
| Meeting Type | Number of Meetings |
|---|---|
| Regular Board | 5 |
| Special Board | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance, Risk Management & Regulatory Oversight Committee | 5 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
Board-level independent trustee compensation structure (cash retainer model; allocated across the fund complex):
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board retainer | $350,000 | $350,000 | Per independent trustee |
| Committee membership – Audit | $30,000 | $35,000 | Per member |
| Committee membership – Compliance, Risk Mgmt & Regulatory Oversight | $30,000 | $35,000 | Per member |
| Committee membership – Investment | $20,000 | $30,000 | Per member |
| Committee membership – Dividend | $20,000 | $25,000 | Per member |
| Committee membership – Nominating & Governance | $20,000 | $25,000 | Per member |
| Committee membership – Closed‑End Funds | $20,000 | $25,000 | Per member |
| Board Chair retainer | $140,000 | $150,000 | Applies to Board Chair (not Lancellotta) |
| Committee Chair retainers – Audit/Compliance | $30,000 | $35,000 | Per chair |
| Committee Chair retainer – Investment | $20,000 | $30,000 | Per chair |
| Committee Chair retainers – Dividend/Nom & Gov/Closed‑End | $20,000 | $25,000 | Per chair |
| Ad hoc meeting fees | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting | Based on length/immediacy |
| Special assignment committee fees | Chair: quarterly from $1,250; Members: quarterly from $5,000 | Same |
Director-specific amounts (last fiscal year):
| Fund | Aggregate Compensation Paid to Lancellotta |
|---|---|
| DIAX (Dow Dynamic Overwrite) | $1,619 |
| Total from funds in the fund complex | $469,250 |
Notes
- Fees are allocated among funds largely by relative net assets; some fees allocated only to funds discussed at a given meeting .
Performance Compensation
| Element | Disclosure for Independent Directors |
|---|---|
| Stock/RSU/PSU awards | Not disclosed; director program described as cash retainers and committee fees (no stock or option grants described) |
| Option awards | Not disclosed |
| Performance metrics tied to pay | None disclosed for directors |
| Deferred Compensation Plan (elective) | Available; directors may defer fees into book accounts tracking eligible Nuveen funds; distributions in lump sum or 2–20 years |
| Lancellotta – Deferred fees credited (DIAX) | $536 (deferred amount including assumed investment return) |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee/Notes |
|---|---|---|---|
| JCADA (Jewish Coalition Against Domestic Abuse) | Non‑profit | President (since 2023); Director (since 2020) | Governance/leadership role |
- No current public-company directorships disclosed for Lancellotta in the past five years (table lists only the JCADA non‑profit role) .
Expertise & Qualifications
- Governance/regulatory expertise from IDC/ICI leadership; advised boards and industry on governance and policy affecting mutual/closed‑end funds .
- Legal training: J.D. (1984); B.A. (1981) .
- Independent status; no employment history with TIAA/Nuveen or affiliates; not an “interested person” .
- Committee leadership: Co‑Chair, Investment Committee; member of Audit, Dividend, and Nominating & Governance Committees .
- Scale and oversight: Oversees 218 portfolios in the fund complex (significant breadth) .
Equity Ownership
| Measure | DIAX | Family of Nuveen/TIAA Registered Investment Companies |
|---|---|---|
| Shares beneficially owned by Lancellotta | 0 | N/A |
| Dollar range (as of Dec 31, 2024) | $0 in DIAX | Over $100,000 aggregate across all registered funds overseen |
| Ownership as % of outstanding shares | <1% (all individual trustees owned <1% of each fund) | N/A |
| DIAX common shares outstanding (for context) | 36,366,913 | N/A |
| Deferred fees credited to DIAX (book account) | $536 | See fund-by-fund deferred amounts in proxy |
- Ownership guideline: Board principle expects each trustee to invest at least the equivalent of one year of compensation in funds within the complex (directly or via deferral) . Given Lancellotta’s disclosed aggregate “Over $100,000” fund family holdings and total compensation from funds of $469,250, the proxy does not indicate whether she currently meets the one‑year guideline; only ranges are disclosed .
Related-Party/Conflicts, Attendance, and Compliance Signals
- Related party/affiliated holdings: The proxy’s affiliated-company holdings table lists specific affiliated investments for another trustee (Kenny); Lancellotta has no entry in that table, and no related-party transactions involving her are disclosed in the proxy .
- Section 16(a) compliance: The funds believe trustees, officers, the adviser and affiliates complied with all applicable Section 16(a) filing requirements during the last fiscal year (and prior year) .
- Independence reaffirmed: Trustees (including Lancellotta) are not “interested persons” and have never been employees of TIAA/Nuveen or affiliates .
Governance Assessment
Positives
- Strong governance pedigree and regulatory expertise from leading IDC/ICI; adds depth to board’s oversight of fund governance, compliance, and policy .
- Independent status; independent board chair structure; robust committee involvement with Lancellotta as Co‑Chair of the Investment Committee (direct linkage to oversight of performance, risk, leverage, and hedging) .
- Attendance: Met ≥75% attendance threshold across Board and assigned committees; DIAX had a high volume of committee activity (e.g., 14 Audit Committee meetings), indicating active oversight cadence .
- Section 16 compliance: No delinquent filings noted, supporting governance discipline .
Potential concerns / monitoring items
- Alignment: $0 direct ownership in DIAX and <1% ownership at the individual trustee level may signal lower direct “skin in the game” at the fund level; while a family‑wide investment principle exists, disclosed holdings are reported as ranges, leaving compliance with the “one‑year compensation” guideline indeterminate from public disclosure .
- Bandwidth: Oversight of 218 portfolios under a unitary board model requires substantial time commitment; though attendance thresholds are met, sustained workload and committee leadership should be monitored for effectiveness as fund and market complexity evolves .
- Pay structure: 2024–2025 increases in board and committee retainers elevate fixed cash compensation; absence of performance‑linked incentives is typical for fund boards, but investors may track whether higher fixed fees correspond with measurable improvements in oversight outcomes (discount management, distribution policy discipline, leverage oversight) .
Appendix – Committee Assignments Snapshot
| Committee | Role |
|---|---|
| Investment Committee | Co‑Chair |
| Audit Committee | Member |
| Dividend Committee | Member |
| Nominating & Governance Committee | Member |