Amy Lancellotta
About Amy B. R. Lancellotta
Independent Board Member of the Nuveen Funds’ unitary board, including Nuveen Mortgage & Income Fund (ticker: JLS). Year of birth: 1959; joined the Nuveen Funds Board in 2021; currently a Class II trustee with term expiring at the 2026 annual meeting for funds where applicable. She is an Independent Board Member under the 1940 Act (not an “interested person”). Education: B.A., Pennsylvania State University (1981); J.D., George Washington University Law School (1984). Background: Former Managing Director of the Independent Directors Council (IDC) within the Investment Company Institute (ICI), advising on fund governance and director education (2006–2019).
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Investment Company Institute (Independent Directors Council) | Managing Director | 2006–2019 | Led IDC’s education, communication, governance and policy initiatives for fund independent directors |
| Investment Company Institute | Various positions | 1989–2006 | Industry regulatory and governance initiatives |
| Washington, D.C. law firms | Associate | Pre-1989 | Securities and investment management legal work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President (since 2023); Director (since 2020) | 2020–present | Non‑profit leadership; governance and oversight experience |
Board Governance
| Dimension | Detail |
|---|---|
| Independence | Independent Board Member (not an “interested person”) across the Nuveen Funds complex, including JLS |
| Committee assignments | Audit Committee (Member); Dividend Committee (Member); Nominating & Governance Committee (Member); Investment Committee (Co‑Chair) |
| Chair roles | Co‑Chair, Investment Committee |
| Attendance | Each Board Member attended ≥75% of Board and committee meetings during the last fiscal year for each fund |
| Board structure | Unitary board across Nuveen Funds; Independent Board Chair is Robert L. Young |
| Election/tenure | Class II Board Member; term runs to 2026 annual meeting for applicable funds |
JLS (Nuveen Mortgage & Income Fund) meeting cadence – last fiscal year
| Meeting Type | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 9 |
| Executive Committee Meetings | 5 |
| Dividend Committee Meetings | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee Meetings | 5 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 5 |
| Investment Committee Meetings | 4 |
| Closed‑End Fund Committee Meetings | 4 |
Fixed Compensation
Compensation structure (Independent Board Members; effective January 1, 2024 with 2025 increases):
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board retainer | $350,000 | $350,000 | Independent trustees |
| Audit Committee membership retainer | $30,000 | $35,000 | Per member |
| Compliance, Risk Mgmt & Regulatory Oversight membership retainer | $30,000 | $35,000 | Per member |
| Investment Committee membership retainer | $20,000 | $30,000 | Per member |
| Dividend, Nominating & Governance, Closed‑End membership retainer | $20,000 | $25,000 | Per committee, per member |
| Board Chair retainer | $140,000 | $150,000 | Independent Chair |
| Audit and Compliance Committee Chair | $30,000 | $35,000 | Per chair |
| Investment Committee Chair | $20,000 | $30,000 | Chair/Co‑Chair |
| Dividend, Nominating & Governance, Closed‑End Committee Chair | $20,000 | $25,000 | Per chair |
| Ad hoc Board/Committee meeting fee | $1,000 or $2,500 | $1,000 or $2,500 | Based on length/immediacy |
| Special assignment committee (chair/member) | From $1,250 quarterly (chair) / From $5,000 quarterly (members) | Same |
Individual compensation paid (last fiscal year):
| Item | Amount |
|---|---|
| Aggregate compensation from JLS (Mortgage & Income) paid to Lancellotta | $388 |
| Total compensation from funds in the Nuveen Fund Complex paid to Lancellotta | $469,250 |
| Deferred fees at JLS credited to Lancellotta (notional under Deferred Comp Plan) | $128 |
Deferred Compensation Plan exists (optional; notionally invested in eligible Nuveen funds; distributions lump sum or 2–20 years). Funds have no retirement/pension plans.
Performance Compensation
No performance-based compensation, bonuses, stock options, RSUs/PSUs, or performance metrics are disclosed for Independent Board Members; compensation consists of fixed retainers, committee retainers, and limited meeting/assignment fees.
Other Directorships & Interlocks
| Type | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company directorships | None disclosed | — | No public company boards listed for Lancellotta in past five years |
| Non‑profit | JCADA | President; Director | Governance role at a non‑profit |
Expertise & Qualifications
- Fund governance authority: Led IDC within ICI, advising fund independent directors and shaping governance policy and education (2006–2019) .
- Legal training: J.D., George Washington University Law School; prior law firm associate experience in securities/financial regulation .
- Audit oversight experience: Member, Audit Committee; note that Audit Committee “financial expert” designees are Nelson, Moschner, Starr, and Young (not Lancellotta) .
- Investment oversight leadership: Co‑Chair, Investment Committee overseeing performance, risk, leverage, and discount issues across Nuveen closed‑end funds .
Equity Ownership
| Item | JLS (Mortgage & Income) | Fund Complex (All Registered Investment Companies) |
|---|---|---|
| Dollar range of equity securities beneficially owned | $0 | Over $100,000 |
| Shares owned | 0 | Not applicable (aggregate range only) |
| Ownership guideline (Nuveen governance principle) | — | Each Board Member is expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex (directly or on a deferred basis) |
Notes:
- As of February 18, 2025, each Board Member’s individual beneficial shareholdings constituted less than 1% of any Fund’s outstanding shares .
Governance Assessment
-
Strengths
- Independent director with deep fund governance expertise; leadership as Co‑Chair of the Investment Committee positions her to influence portfolio oversight, discount strategies, leverage, and performance review—key levers for closed‑end fund shareholder value .
- Broad committee participation (Audit, Nominating & Governance, Dividend) enhances oversight across financial reporting, governance process, and distribution policy; attendance at or above 75% supports engagement .
- Board is led by an Independent Chair; all trustees are independent (not “interested persons”)—positive for board effectiveness and investor alignment .
-
Alignment and incentives
- Director pay is cash‑based via retainers/committee fees; no equity awards for directors. However, the board expects directors to invest at least one year of compensation in Nuveen funds, and a deferred compensation plan notionally invests fees in eligible funds—partial alignment mechanism .
- Lancellotta reports “Over $100,000” aggregate holdings across the fund complex but $0 in JLS specifically; absence of JLS ownership can be viewed as a modest alignment gap at the fund level, partially mitigated by complex‑level holdings expectation .
-
Risks/Red flags
- No related‑party transactions or Section 16(a) delinquencies disclosed for directors; compliance affirmed for last fiscal year—no governance red flags noted on filings .
- Governance policy change: control share by‑law provisions were eliminated on Feb 28, 2024, which may increase susceptibility to activist influence (can be positive for discount narrowing but raises contestability risk) .
- Shareholder concentration at JLS: Sit Investment Associates beneficially owned 27.71% of JLS common; First Trust entities held 5.17%—significant holders can influence voting dynamics and oversight pressure .
-
Compensation structure evolution
- Shift in 2024 toward higher fixed annual retainers and standardized committee retainers (with 2025 increases) and fewer per‑meeting fees—improves predictability but reduces variable at‑risk elements for directors (typical for funds) .
Director Compensation (Reference)
| Category | Detail |
|---|---|
| JLS aggregate compensation paid to Lancellotta (last fiscal year) | $388 |
| Total compensation from Nuveen Fund Complex paid to Lancellotta (last fiscal year) | $469,250 |
| Deferred fees at JLS credited to Lancellotta | $128 |
Related Disclosures
- Section 16(a) compliance: Funds report that Board Members and officers complied with applicable filing requirements during the last fiscal year .
- Audit Committee “financial expert” designations: Nelson (Chair), Moschner, Starr, Young (not Lancellotta) .
- Meeting volumes for JLS and committees provided above (supports attendance assessment) .