Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent Director of Nuveen Real Asset Income and Growth Fund (JRI); joined the Nuveen Funds boards in 2021 and currently serves as a Class II Trustee with a term expiring at the 2026 annual meeting . Year of birth: 1959; education: B.A. Pennsylvania State University (1981), J.D. George Washington University Law School (1984) . Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI), leading governance, policy and education for the fund independent director community (retired end of 2019) . Oversees 218 portfolios in the Nuveen fund complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment Company Institute (ICI) / Independent Directors Council (IDC) | Managing Director, IDC; various ICI roles prior | 1989–2019 (IDC MD 2006–2019; retired 2019) | Led governance, education, policy initiatives for fund independent directors; advised on fund governance and director roles . |
| Washington, D.C. law firms (two firms) | Associate | Pre-1989 (prior to joining ICI) | Securities/regulatory legal work (foundation for fund governance expertise) . |
External Roles
| Organization | Role | Since | Focus |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President (since 2023); Board Member (since 2020) | 2020 / 2023 | Non‑profit leadership; no commercial conflicts disclosed . |
Board Governance
- Independence: Classified as “Independent Board Member” (not an “interested person” under the 1940 Act; never an employee/director of TIAA, Nuveen or affiliates) .
- Committee assignments and leadership:
- Investment Committee Co‑Chair (co‑chairs alongside Joseph A. Boateng; committee oversees fund performance and investment risk) .
- Audit Committee Member (SEC financial reporting, auditor oversight, valuation oversight) .
- Nominating & Governance Committee Member (board composition, evaluations, governance guidelines, compensation recommendations) .
- Dividend Committee Member (distribution approvals) .
- Not a member of Executive, Compliance, or Closed‑End Fund Committees .
- Tenure: Joined the Nuveen Funds boards in 2021; JRI Class II Trustee with term through the 2026 annual meeting .
- Attendance: Each Board Member attended at least 75% of board and applicable committee meetings in the last fiscal year .
- Board structure: Unitary independent‑led board; independent Chair (Robert L. Young) .
- JRI board activity (last fiscal year): 5 regular board meetings; 9 special; committee meetings included Dividend (10), Audit (14), Nominating (5), Investment (4), Closed‑End Fund (4) .
Fixed Compensation
Policy framework (Independent Directors):
- Pre‑2024 structure (through 2023): $210,000 annual retainer plus per‑meeting fees (e.g., $7,250 regularly scheduled board meetings; $4,000 special meetings; committee fees $500–$5,000+ depending on committee), with additional annual retainers for committee chairs and Board Chair ($140,000) .
- Effective January 1, 2024: $350,000 annual retainer plus annual retainers for committee membership and chair roles; ad hoc meeting fees ($1,000 or $2,500 based on length/immediacy); special assignment committee quarterly fees (chair from $1,250; members from $5,000) .
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board Retainer (Independent) | $350,000 | $350,000 | Cash retainer; allocated across funds. |
| Audit Committee membership | $30,000 | $35,000 | Membership retainer. |
| Compliance, Risk Mgmt & Regulatory Oversight membership | $30,000 | $35,000 | Membership retainer. |
| Investment Committee membership | $20,000 | $30,000 | Membership retainer. |
| Dividend, Nominating & Governance, Closed‑End Funds membership | $20,000 each | $25,000 each | Membership retainers. |
| Board Chair | $140,000 | $150,000 | Additional to retainer; independent Chair. |
| Audit & Compliance Committee Chair | $30,000 | $35,000 | Chair retainers. |
| Investment Committee Chair | $20,000 | $30,000 | Chair retainer. |
| Dividend, Nominating & Governance, Closed‑End Committee Chair | $20,000 | $25,000 | Chair retainers. |
Director‑specific compensation received (last fiscal year):
- Aggregate from JRI (Real Asset Fund): $1,433 paid to Amy B. R. Lancellotta .
- Aggregate from all funds in fund complex: $469,250 paid to Amy B. R. Lancellotta (includes deferred amounts) .
- Retirement/Pension: None; no retirement or pension plans for directors .
- Deferred compensation: Option to defer fees into notional fund accounts; Real Asset deferral credited $474 for Lancellotta; multiple other Nuveen fund deferrals shown (e.g., S&P Buy‑Write $1,375) .
Performance Compensation
- No performance‑based compensation disclosed for independent trustees; compensation consists of cash annual retainers, committee retainers, chair retainers, ad hoc/special assignment fees, and optional deferred compensation elections (no disclosed performance metrics, options, RSUs/PSUs, or TSR‑linked goals) .
Other Directorships & Interlocks
| Type | Company/Organization | Role | Committee/Notes |
|---|---|---|---|
| Non‑profit | Jewish Coalition Against Domestic Abuse (JCADA) | President (since 2023); Director (since 2020) | Not a public company; no commercial interlock disclosed . |
- Public company boards: None disclosed for Lancellotta in past five years .
- Interlocks/related‑party exposures: None disclosed for Lancellotta; independence from adviser and parent affirmed for all independent trustees .
Expertise & Qualifications
- 30+ years in fund governance and securities regulation; led the IDC (ICI) supporting fund independent directors on governance, policy, and education .
- Legal background (J.D.), experienced in advising directors on regulatory and governance matters .
- Serves as Co‑Chair of the Investment Committee, directly overseeing performance, investment risk, leverage and hedging oversight processes .
Equity Ownership
| Metric | JRI (Real Asset) | Evidence |
|---|---|---|
| Shares owned (12/31/2024) | 0 | |
| Dollar range in JRI | $0 | |
| Shares outstanding (2/18/2025) | 27,416,679 | |
| Ownership as % of outstanding | 0.00% (0/27,416,679) | |
| Aggregate dollar range across registered funds overseen (family of funds) | Over $100,000 |
Additional alignment disclosure:
- Board principle: each Board Member is expected to invest at least the equivalent of one year of compensation in funds within the Nuveen fund complex (no director‑level compliance status disclosed) .
Governance Assessment
Key strengths
- Independent status with no ties to TIAA/Nuveen; robust committee workload including Audit and Nominating; Co‑Chair of Investment Committee—positions her as a central actor in performance and risk oversight .
- Demonstrated engagement: at least 75% attendance; board and committee meeting cadence for JRI indicates active oversight (e.g., 14 Audit, 10 Dividend, 5 N&G, 4 Investment meetings) .
- Deep governance and regulatory expertise from IDC leadership; legal training supports effective board challenge and process rigor .
Potential concerns / RED FLAGS to monitor
- Zero share ownership in JRI may be perceived as weaker fund‑specific alignment, despite aggregate holdings across the family of funds being “Over $100,000” and the presence of a deferred compensation plan; individual compliance with the “one‑year compensation” expectation is not disclosed (her total fund‑complex compensation was $469,250) .
- Significant 2024 shift to higher fixed retainers and committee retainers (from a per‑meeting model) increases guaranteed pay; while aligned with workload across a large complex, the mix reduces explicit performance sensitivity (no performance metrics disclosed) .
- No related‑party transactions or Section 16(a) delinquencies disclosed for directors; continue monitoring for any future interlocks or service provider overlaps (none disclosed for Lancellotta) .
Compliance and process signals
- Auditor oversight and valuation governance are robust via the Audit Committee; Audit Committee “financial experts” designated (not including Lancellotta) and comprehensive pre‑approval policies are in place .
- Board leadership is independent and the unitary structure facilitates consistent policy enforcement and risk oversight across the complex—relevant for closed‑end fund premium/discount strategies reviewed by the Closed‑End Fund Committee .
Overall implication for investor confidence
- Lancellotta’s profile indicates a governance specialist with high committee influence (especially on investment oversight), supporting robust board effectiveness. The primary alignment question is fund‑specific ownership (0 shares in JRI), balanced against broader family‑of‑funds exposure and the board’s investment expectation policy—an area for ongoing investor engagement and disclosure requests .