Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent trustee of Nuveen Real Estate Income Fund (JRS) since 2021; Class II term through the 2026 annual meeting. Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI), with prior roles at ICI and earlier practice as an associate at Washington, D.C. law firms. Education: B.A., Pennsylvania State University (1981); J.D., George Washington University Law School (1984). Year of birth: 1959.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), part of ICI | Managing Director | 2006–2019 | Led education, governance, policy initiatives for fund independent directors; advised IDC/ICI on fund governance |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Regulatory and governance work supporting fund industry |
| Washington, D.C. law firms | Associate | Pre-1989 | Legal practice experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Board Member | President since 2023; Member since 2020 | Non-profit governance; no public company directorships disclosed |
Board Governance
- Independence: All Nuveen closed-end fund trustees, including Lancellotta, are independent under the 1940 Act and have never been employees/directors of TIAA/Nuveen or affiliates .
- Class and Term: Class II trustee; term expires at the 2026 annual meeting; service since 2021 .
- Attendance: Met the ≥75% attendance threshold for board and committee meetings in the last fiscal year .
- Board Leadership: Independent Chair is Robert L. Young .
| Committee | Role | Chair Status | Notes |
|---|---|---|---|
| Investment Committee | Member; Co-Chair | Co-Chair | Oversees fund performance and investment risk; Lancellotta serves as Co-Chair alongside Boateng |
| Audit Committee | Member | — | Oversees financial reporting, auditor independence, valuation; committee includes designated financial experts (not Lancellotta) |
| Dividend Committee | Member | — | Authorized to declare distributions; chaired by Thornton |
| Nominating & Governance Committee | Member | — | Oversees board governance, performance, nominations, compensation recommendations |
| Executive Committee | — | — | Not a member (Young chairs; Kenny, Nelson, Toth are members) |
| Closed-End Fund Committee | — | — | Not a member (Moschner chairs) |
Fixed Compensation
- Compensation structure emphasizes cash retainers and committee retainers; effective Jan 1, 2024 and increased for 2025. No equity grants; deferred compensation plan available.
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Jan 1, 2024 | Base cash retainer |
| Audit Committee membership retainer | $30,000 → $35,000 | 2024 → 2025 | Per member annually |
| Compliance, Risk Mgmt & Regulatory Oversight membership retainer | $30,000 → $35,000 | 2024 → 2025 | Per member annually |
| Investment Committee membership retainer | $20,000 → $30,000 | 2024 → 2025 | Per member annually; Investment Committee chair/co-chair: $20,000 → $30,000 |
| Dividend, Nominating & Governance, Closed-End committees membership retainer | $20,000 → $25,000 | 2024 → 2025 | Per member annually |
| Board Chair retainer | $140,000 → $150,000 | 2024 → 2025 | Paid to independent Chair (Young) |
| Ad hoc meeting fees | $1,000 or $2,500 | 2024 onwards | Based on length/immediacy |
| Special assignment committee fees | Chair/co-chair: from $1,250/quarter; members: from $5,000/quarter | 2024 onwards | As appointed |
| Aggregate Compensation (last fiscal year) | Amount ($) | Source |
|---|---|---|
| Total from funds in the Nuveen Fund Complex (Lancellotta) | 469,250 | |
| JRS (Real Estate Income) fund compensation (Lancellotta) | 956 |
| Deferred Compensation (book reserve, last fiscal year) | Amount ($) | Source |
|---|---|---|
| JRS deferred amount credited (Lancellotta) | 317 |
- Pre-2024 meeting fee structure (historical): annual retainer $210,000; per-meeting fees (e.g., $7,250 regular board days; $2,500 Audit/Closed-End/Investment; $5,000 Compliance; $1,250 Dividend; $500 other committees), plus chair retainers (Board $140,000; committee chairs $20,000) .
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Performance-based cash bonus | Not disclosed | Director pay is retainer/fees-based |
| Equity awards (RSUs/PSUs/options) | Not disclosed | No equity awards disclosed for directors |
| Performance metrics (TSR/EBITDA/ESG) | Not applicable | No metrics tied to director compensation disclosed |
Other Directorships & Interlocks
| Type | Company/Institution | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Non-profit | JCADA | President; Board Member | None disclosed with JRS advisers/providers |
| Public company boards | — | — | None disclosed |
| Prior industry roles | IDC/ICI | Governance leadership | Industry governance expertise; no related-party transactions disclosed |
Expertise & Qualifications
- Fund governance and regulatory expertise from 30 years at ICI/IDC, advising directors and shaping governance/education programs .
- Legal training (J.D.) and prior law firm experience supporting oversight and policy work .
- Committee leadership as Investment Committee Co-Chair signals engagement on performance and risk oversight .
- Education: B.A. (Penn State, 1981); J.D. (GW Law, 1984) .
Equity Ownership
| Metric | JRS | Source |
|---|---|---|
| Shares beneficially owned (Dec 31, 2024) | 0 | |
| Shares outstanding (record date Feb 18, 2025) | 28,892,471 | |
| Ownership % of JRS | 0% (0 shares / 28,892,471 shares ) | |
| Dollar range in JRS | $0 | |
| Aggregate range across all registered investment companies overseen (Fund Complex) | Over $100,000 | |
| Board guideline (identity-of-interests) | Expected to invest at least one year of compensation in funds in the complex |
- As of Feb 18, 2025, each trustee’s individual beneficial holdings in any Fund were less than 1% of that Fund’s shares .
Governance Assessment
-
Strengths
- Independent status with deep fund governance background; service since 2021; Class II term through 2026 supports continuity .
- Committee engagement: Investment Committee Co-Chair; member of Audit, Dividend, and Nominating & Governance—broad oversight coverage including performance, risk, distributions, governance, and financial reporting .
- Attendance at or above 75% threshold; active meeting cadence (e.g., JRS held 5 regular, 9 special board meetings; 14 audit; 10 dividend; 4 investment; 4 closed-end committee meetings) evidences rigorous oversight environment .
- Transparent, cash-based director pay structure with disclosed retainers and committee fees; availability of deferred compensation plan; aggregate compensation disclosed .
-
Potential alignment gaps and red flags to monitor
- No direct beneficial ownership in JRS (0 shares; $0 dollar range); while aggregate complex holdings are “Over $100,000,” fund-specific ownership is nil—investors may monitor alignment with the board’s principle to invest at least one year of compensation in complex funds .
- No equity-based compensation or performance-linked components for directors (typical for funds but limits direct pay-for-performance linkage) .
- Related-party transactions: None disclosed for Lancellotta; Section 16 filings compliant; continue monitoring for any changes .
-
Independence and conflicts
- Trustees are not “interested persons” and have no employment history with TIAA/Nuveen or affiliates; no individual >5% shareholder in JRS common shares as of record date (broader principal shareholder table shows none for JRS) .
-
Compensation mix trend
- Material shift in 2024–2025 from per-meeting fees to higher annual retainers and committee retainers (e.g., base retainer $350,000; committee retainers increased in 2025), indicating emphasis on standing oversight responsibilities over meeting-count compensation .
-
Shareholder engagement
- Annual meeting conducted virtually; mechanisms for shareholder communications with trustees disclosed .
This profile emphasizes committee leadership, independence, attendance, and compensation transparency. The primary investor confidence signal is her Investment Committee co-chair role; the primary monitoring item is JRS-specific ownership alignment given the board’s identity-of-interests principle and the absence of JRS holdings.