Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Amy B. R. Lancellotta (born 1959) is an Independent Board Member of Nuveen Preferred & Income Opportunities Fund (JPC); she joined the Nuveen closed-end fund boards in 2021 and is currently serving a Class II term through the 2026 annual meeting . She spent 30 years at the Investment Company Institute (ICI), including 2006–2019 as Managing Director of the Independent Directors Council (IDC), and previously practiced law as an associate at Washington, D.C. firms; she holds a B.A. from Pennsylvania State University (1981) and a J.D. from George Washington University Law School (1984) . She oversees 218 portfolios across the Nuveen/TIAA fund complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment Company Institute (ICI) / Independent Directors Council (IDC) | Managing Director, IDC | 2006–2019 | Led education, governance and policy initiatives for fund independent directors; advised the industry on fund governance . |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Advanced governance and director support programs . |
| Washington, D.C. law firms | Associate | Pre-1989 | Legal practice prior to joining ICI . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non-profit governance; community safety and survivor support . |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent Board Member; committees composed entirely of Independent Board Members per NYSE/NASDAQ standards . |
| Years of service | Since 2021 (Class II; term through 2026) . |
| Attendance | At least 75% of Board and committee meetings during the last fiscal year for each Fund . |
| Committee memberships | Audit Committee (member) ; Investment Committee (Co-Chair) ; Nominating & Governance Committee (member) ; Dividend Committee (member) . |
| Not on | Compliance, Risk Management & Regulatory Oversight Committee ; Closed-End Fund Committee . |
| Lead Independent Director | Board Chair is Robert L. Young (independent); no separate “Lead Independent Director” disclosed for Ms. Lancellotta . |
Fixed Compensation
Compensation moved from meeting-fee heavy in 2023 to retainer-driven in 2024–2025. Based on her committee assignments, indicative annual cash retainers are:
| Component | 2024 Amount | 2025 Amount | Basis/Notes |
|---|---|---|---|
| Base Independent Board retainer | $350,000 | $350,000 | Applies to all Independent Board Members. |
| Audit Committee membership retainer | $30,000 | $35,000 | She is a member . |
| Investment Committee membership retainer | $20,000 | $30,000 | She is a member . |
| Investment Committee co-chair retainer | $20,000 | $30,000 | She is Co-Chair . |
| Dividend Committee membership retainer | $20,000 | $25,000 | She is a member . |
| Nominating & Governance Committee membership retainer | $20,000 | $25,000 | She is a member . |
| Meeting/ad hoc fees (if applicable) | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting | For ad hoc/special assignment meetings. |
- Funds do not have retirement or pension plans; ad hoc/special assignment committee fees may apply as determined by chairs .
- Retainers are allocated across funds in the Nuveen fund complex; certain fees may be allocated only to funds addressed in a given meeting .
Performance Compensation
Directors do not receive performance share units or options; however, the Nuveen funds offer a Deferred Compensation Plan:
| Plan Feature | Terms |
|---|---|
| Eligibility | Independent Board Members in certain participating funds . |
| Deferral election | May defer all or a portion of director compensation . |
| Investment tracking | Book account value tracks one or more Nuveen funds’ shares selected by the director; value rises/falls with fund performance . |
| Distribution | Lump sum or installments over 2–20 years at elected start time . |
| Other | Participating fund not liable for other funds’ obligations under the plan . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed; “Other Directorships Held” lists JCADA (non-profit) in past five years . |
| Potential interlocks | None disclosed with competitors, suppliers, or customers for JPC . |
Expertise & Qualifications
- Regulatory and fund governance expert; led IDC, advised independent directors and the industry on governance and policy .
- Legal training (J.D.) and extensive director education programming background .
- Audit Committee member (not designated “audit committee financial expert”; SEC-designated financial experts are Moschner, Nelson, Starr, Young) .
- Oversees 218 portfolios across the Nuveen/TIAA fund complex, providing broad fund oversight experience .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership of JPC | Each Board Member’s individual holdings in each Fund were less than 1% of outstanding shares as of February 18, 2025 . |
| Dollar range in Fund Complex | Over $100,000 across the family of investment companies (representative N-14 disclosure) . |
| Ownership guideline | Governance principle expects each Board Member to invest at least one year of compensation (directly or deferred) in funds in the Fund Complex . |
| Pledging/hedging | Not disclosed in the proxy; no pledging flagged . |
Insider Filings and Trades
| Filing Type | Fund/Ticker | Date | Summary |
|---|---|---|---|
| Form 3 (Initial) | Nuveen Preferred & Income Opportunities Fund (JPC) | 2021-07-07 | Initial beneficial ownership filing upon joining Board . |
| Form 3 (Initial) | Nuveen Multi-Market Income Fund (JMM) | 2021-07-08 | Initial beneficial ownership filing upon joining Board . |
| Form 4 activity (past 18 months) | JPC | None reported | No Form 4 transactions by Ms. Lancellotta in the past 18 months per GuruFocus tracker . |
Governance Assessment
- Strengths: Independent status; multi-committee engagement (Audit, Dividend, Nominating); co-chair leadership on Investment Committee; attendance ≥75%; deep governance/regulatory expertise from IDC leadership; board principle encouraging meaningful “skin-in-the-game” via one-year compensation investment in funds .
- Compensation structure shift: 2024–2025 moved to larger fixed retainers and committee retainers replacing high per-meeting fees, raising total fixed cash compensation levels; her 2025 indicative cash retainers, based on roles, sum to $495,000 (base plus committee memberships and co-chair fee) before any ad hoc fees . This is a notable YoY increase from 2023’s $210,000 base plus per-meeting fees .
- Conflicts/related party: No related-party transactions disclosed; external role is a non-profit (JCADA). Audit/Nominating committees are fully independent by listing standards, mitigating conflict risk .
- Ownership alignment: Individual holdings in each Fund are <1% (expected for directors of diversified funds). Dollar range across the family is Over $100,000; the governance guideline targets at least one year of compensation invested, but compliance status for Ms. Lancellotta is not explicitly disclosed in JPC’s proxy materials .
RED FLAGS: None explicit in proxy regarding attendance or related-party transactions. The retainer increase in 2024–2025 materially raises fixed cash pay; investors should monitor whether higher guaranteed compensation reduces at‑risk alignment versus the deferred plan’s fund-tracking mechanism .