Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent director (Class II) of Nuveen Global High Income Fund (JGH), serving since 2021; current term runs through the 2026 annual meeting. Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI), with a legal background and deep fund-governance expertise; B.A. Penn State (1981) and J.D. George Washington University Law School (1984); year of birth 1959. Oversees 218 portfolios across the Nuveen Funds complex. Independence: the proxy affirms all listed board members are not “interested persons” under the 1940 Act (Independent Board Members).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), ICI | Managing Director | 2006–2019 | Led education, governance and policy initiatives supporting fund independent directors; advised IDC/ICI on fund-governance issues. |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Advanced fund-industry governance/advocacy experience. |
| Washington, D.C. law firms | Associate | Prior to 1989 (dates not specified) | Legal training applicable to compliance and board oversight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non-profit leadership; not a public company board. |
Board Governance
- Board class/term: Class II; term to 2026 annual meeting (for the Fund Complex entry covering JGH).
- Independence: Not an “interested person”; never an employee/director of TIAA or Nuveen (adviser’s parent companies).
- Attendance: Each board member attended at least 75% of meetings of the Board and committees of which they were a member in the last fiscal year.
Committee assignments and roles:
- Audit Committee: Member; committee composed entirely of Independent Board Members; multiple members designated “audit committee financial expert” (not including Lancellotta by name).
- Investment Committee: Co‑Chair; responsible for oversight of fund performance and investment risk; receives quarterly risk/performance reporting.
- Nominating & Governance Committee: Member; committee comprised entirely of Independent Board Members.
- Dividend Committee: Member.
- Not listed on: Executive Committee, Compliance/Risk Management & Regulatory Oversight Committee, Closed‑End Fund Committee.
Engagement intensity (meetings held for JGH last fiscal year):
| Meeting Type | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance/Risk/Regulatory Oversight Committee | 5 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
Compensation program (independent directors):
| Element | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board Retainer | $350,000 | $350,000 | Effective Jan 1, 2024. |
| Audit Committee member retainer | $30,000 | $35,000 | Effective increase Jan 1, 2025. |
| Compliance/Risk Committee member retainer | $30,000 | $35,000 | Effective increase Jan 1, 2025. |
| Investment Committee member retainer | $20,000 | $30,000 | Effective increase Jan 1, 2025. |
| Dividend Committee member retainer | $20,000 | $25,000 | Effective increase Jan 1, 2025. |
| Nominating & Governance member retainer | $20,000 | $25,000 | Effective increase Jan 1, 2025. |
| Closed‑End Funds Committee member retainer | $20,000 | $25,000 | Effective increase Jan 1, 2025. |
| Board Chair/Co‑Chair additional retainer | $140,000 | $150,000 | If applicable. |
| Audit/Compliance Chair additional retainer | $30,000 | $35,000 | If applicable. |
| Investment Committee Chair additional retainer | $20,000 | $30,000 | If applicable. |
| Dividend/Nom‑Gov/Closed‑End Chair additional retainer | $20,000 | $25,000 | If applicable. |
| Ad hoc meeting fees | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting | Based on length/immediacy. |
Director compensation paid (most recent fiscal year):
| Measure | Amount |
|---|---|
| Aggregate compensation from JGH (Nuveen Global High Income Fund) | $1,179 |
| Total compensation from funds in the Nuveen Fund Complex | $469,250 |
| Deferred compensation balance – JGH (if any) | $391 |
Notes:
- Deferred Compensation Plan available; deferrals notionally tracked to eligible Nuveen funds; distributions in lump sum or 2–20 years.
- Prior structure (2023) used per‑meeting fees; moved to retainer model effective Jan 1, 2024.
Performance Compensation
| Performance-Linked Element | Disclosure |
|---|---|
| Annual/long‑term performance bonus | Not applicable for independent directors; compensation is retainers/fees. |
| Stock awards (RSUs/PSUs), options | No equity grant program disclosed for independent directors. |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed for directors. |
| Clawback, CoC/severance, tax gross‑ups | Not applicable/not disclosed for independent directors. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed. |
| Non‑profit/other boards | JCADA: President (since 2023), Director (since 2020). |
| Interlocks or related‑party linkages | Proxy lists board members with holdings in companies advised by affiliates; Lancellotta is not listed in that appendix. |
Expertise & Qualifications
- Fund‑governance authority (former IDC Managing Director at ICI), extensive policy/education work for independent fund directors.
- Legal training (J.D. GW Law 1984), supports compliance and oversight roles (Audit and Nom‑Gov committees).
- Oversees 218 portfolios across the Nuveen Funds complex, indicating broad platform exposure.
Equity Ownership
| Fund/Complex | Shares Owned | Dollar Range | As‑of Date |
|---|---|---|---|
| Nuveen Global High Income Fund (JGH) | 0 | $0 | Dec 31, 2024 |
| Aggregate across “family of investment companies” overseen | N/A | Over $100,000 | Dec 31, 2024 |
Additional ownership context:
- As of Feb 18, 2025, each Board Member’s beneficial holdings in each Fund were <1% of outstanding shares.
Governance Assessment
-
Strengths:
- Independent director with deep fund‑governance expertise; no historical employment ties to TIAA/Nuveen; service since 2021 provides continuity without entrenchment.
- High engagement: board reports at least 75% attendance for all directors; JGH had a heavy meeting load (e.g., 14 Audit, 10 Dividend, 9 Special Board, 5 Regular Board sessions).
- Elevated influence via Investment Committee Co‑Chair role (direct oversight of performance and risk).
-
Alignment considerations:
- No direct ownership in JGH as of Dec 31, 2024, though aggregate holdings across the fund complex exceed $100,000; optional deferred compensation elections provide some long‑term alignment to Nuveen fund performance.
-
Compensation structure:
- Shift from meeting fees (2023) to higher fixed retainers (2024–2025) emphasizes role accountability over attendance incentives; committee chair/membership retainers appropriately compensate workload in Audit/Investment/Nom‑Gov.
-
Conflicts/related‑party exposure:
- No related‑party transactions disclosed for Lancellotta; independence affirmed; Section 16(a) compliance reported for board members and affiliates in the last fiscal year.
Overall signal: Strong governance credentials and committee leadership support investor confidence; the absence of JGH‑specific share ownership is a watch item for fund‑level alignment but is partly mitigated by aggregate complex exposure and the deferred compensation framework.