Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent Trustee of Nuveen Floating Rate Income Fund (JFR); joined the Nuveen Funds Boards in 2021 and currently serves as a Class II Board Member with a term expiring at the 2026 annual meeting . Born in 1959; B.A., Pennsylvania State University (1981) and J.D., George Washington University Law School (1984) . Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (2006–2019) with prior roles at ICI (1989–2006) and earlier as an associate at two Washington, D.C. law firms . She is deemed an Independent Board Member (not an “interested person”) under the 1940 Act and has never been an employee or director of TIAA/Nuveen or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), ICI | 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 | Advised on regulatory/legislative issues affecting funds and fund governance |
| Washington, D.C. law firms | Associate attorney | Pre-1989 | Legal practice background prior to ICI service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non‑profit leadership and governance role |
Board Governance
- Committee assignments and chair roles (current): Co‑Chair, Investment Committee; Member, Audit Committee; Member, Nominating & Governance Committee; Member, Dividend Committee .
- Independence: All current trustees/nominees (including Ms. Lancellotta) are independent under the 1940 Act and unaffiliated with TIAA/Nuveen .
- Tenure and term: Joined the Board in 2021; Class II term through the 2026 annual meeting (continuing Board Member for JFR) .
- Attendance: During the last fiscal year, each Board Member attended at least 75% of Board and applicable committee meetings .
- JFR meeting cadence (last fiscal year): Board (regular 5; special 8), Executive 8, Dividend 8, Compliance 6, Audit 14, Nominating & Governance 5, Investment 4, Closed‑End Fund 4 .
- Board leadership: The overall Board has an independent Chair (Robert L. Young) and operates a multi‑committee oversight structure; the Boards use a unitary structure across the Nuveen Funds complex .
Fixed Compensation
Compensation framework for Independent Board Members (applicable to Ms. Lancellotta):
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board retainer | $350,000 | $350,000 | Effective Jan 1, 2024 |
| Audit Committee – membership | $30,000 | $35,000 | Annual retainer; increased 2025 |
| Compliance/Risk/Reg Oversight – membership | $30,000 | $35,000 | Annual retainer; increased 2025 |
| Investment Committee – membership | $20,000 | $30,000 | Annual retainer; increased 2025 |
| Dividend / Nominating & Governance / Closed‑End – membership (each) | $20,000 | $25,000 | Annual retainer; increased 2025 |
| Committee chair adders (where applicable) | $20,000–$30,000 | $25,000–$35,000 | Higher for Board Chair (independent) $140k→$150k |
| Ad hoc meeting fees | $1,000 or $2,500 per mtg | $1,000 or $2,500 per mtg | Amount depends on length/immediacy |
| Special assignment committees | Chair/co‑chair quarterly from $1,250; members from $5,000 | Same | As formed |
| Retirement/Pension plans | None | None | No retirement/pension plans |
| Deferred compensation plan | Available; fund‑linked deferrals | Available | Lump sum or 2–20 year distribution |
Actual compensation paid (last fiscal year):
| Payee | Amount |
|---|---|
| Aggregate compensation from JFR to Ms. Lancellotta | $6,307 |
| Total compensation from funds in the Nuveen Fund Complex paid to Ms. Lancellotta | $469,250 |
| Deferred fees credited (JFR only) for Ms. Lancellotta | $2,200 |
Performance Compensation
| Element | FY Last Year | Details |
|---|---|---|
| Performance cash bonus | None disclosed | Independent Board Members receive retainers/fees; no bonus program disclosed |
| Equity (RSUs/PSUs/Options) | None disclosed | No equity awards for fund trustees disclosed |
| Performance metrics (TSR, EBITDA, ESG, etc.) | Not applicable | Director pay not tied to operating metrics |
| Clawbacks/COC/Severance | Not applicable | Applies to executives; funds have no employees; trustees paid fees |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlocks/Notes |
|---|---|---|---|
| JCADA | Non‑profit | President; Director | Non‑profit governance; no public company directorships disclosed |
- No additional public company board service is disclosed for Ms. Lancellotta in the past five years .
Expertise & Qualifications
- 30+ years in fund governance/policy; led IDC supporting fund independent directors (governance and policy initiatives) .
- Legal training (J.D.), regulatory and industry advocacy experience at ICI; prior law firm associate .
- Serves as Co‑Chair of the Investment Committee, indicating portfolio oversight and performance/risk governance responsibilities .
- Member of the Audit Committee but not designated as an “audit committee financial expert” (designations went to other members) .
Equity Ownership
| Measure | JFR | Fund Complex Aggregate |
|---|---|---|
| Shares beneficially owned by Ms. Lancellotta | 0 | Dollar range “Over $100,000” across all registered investment companies overseen |
| Dollar range in JFR | $0 | N/A |
| Ownership as % of shares outstanding | <1% for each Board Member (including Ms. Lancellotta) | N/A |
| Ownership guideline (Board principle) | Expected to invest at least one year of compensation in the Funds (direct or deferred) | Expected to invest at least one year of compensation |
Notes: The proxy discloses the ownership guideline but does not state individual compliance status; Ms. Lancellotta’s aggregate range is “Over $100,000” across the complex, and JFR-specific ownership is $0 .
Governance Assessment
-
Strengths
- Independent director with deep fund governance expertise and long ICI/IDC background; currently Co‑Chairs the Investment Committee and serves on Audit, Nominating & Governance, and Dividend Committees—indicating high influence on oversight processes .
- The Boards maintain an independent Chair and a robust multi‑committee structure with frequent meetings (e.g., JFR Audit Committee met 14 times last year); all trustees met the 75% attendance threshold, supporting engagement .
- Independence clearly affirmed; no related‑party affiliations with TIAA/Nuveen; Section 16(a) compliance reported .
-
Watch‑items / potential red flags
- Alignment optics: Ms. Lancellotta held $0 in JFR shares as of year‑end, while the Board articulates an expectation to invest at least one year of compensation across the funds; aggregate complex‑wide holdings are “Over $100,000” but fund‑level ownership in JFR is nil .
- No public company directorships are disclosed (neutral), but lack of external public board exposure may reduce cross‑industry information flow compared to peers who serve on operating company boards .
- Not designated an audit committee financial expert, though still serves on Audit Committee; financial expert designees are other trustees (Moschner, Nelson, Starr, Young) .
-
Contextual governance signals
- Compensation moved to a simplified retainer/committee retainer model in 2024 (with 2025 increases), replacing prior per‑meeting fee heavy structure, which can reduce incentives to over‑schedule meetings and may better reflect workload; deferred compensation elections align to fund performance proxies .
- Funds eliminated “control share” by‑laws in 2024, which many governance observers view as shareholder‑friendly in the CEF context .