Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent director of NAD (Nuveen Quality Municipal Income Fund) since 2021; born 1959; former Managing Director of the Independent Directors Council (IDC) within the Investment Company Institute (ICI), with 30 years at ICI and prior experience as an associate at two Washington, D.C. law firms. Education: B.A., Pennsylvania State University (1981); J.D., George Washington University Law School (1984). She oversees 217 portfolios in the fund complex and is currently President (since 2023) and Board Member (since 2020) of the Jewish Coalition Against Domestic Abuse (JCADA). Independence affirmed through service on committees composed entirely of independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment Company Institute (ICI) | Managing Director, Independent Directors Council (IDC) | 2006–2019 | Led education, governance, and policy initiatives for fund independent directors; advised on fund governance and director roles. |
| Investment Company Institute (ICI) | Various roles | 1989–2006 | Supported regulatory, legislative, and industry initiatives affecting funds and shareholders. |
| Two Washington, D.C. law firms | Associate | Pre-1989 | Legal training and practice prior to joining ICI. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non-profit board leadership; governance and community impact. |
Board Governance
| Committee | Role | Chair Status | Membership Basis |
|---|---|---|---|
| Investment Committee | Member | Co-Chair | Oversees fund performance and investment risk; independent membership; Lancellotta is Co-Chair. |
| Audit Committee | Member | — | Oversees financial reporting, auditors, valuation; independent membership. |
| Dividend Committee | Member | — | Declares distributions; independent membership. |
| Nominating & Governance Committee | Member | — | Oversight of board governance; composed entirely of independent members. |
| Compliance, Risk Management & Regulatory Oversight Committee | Not a member | — | Compliance and risk oversight; membership listed excludes Lancellotta. |
| Closed-End Fund Committee | Not a member | — | Oversight of closed-end fund market dynamics; membership listed excludes Lancellotta. |
| Executive Committee | Not a member | — | Authorized to act between regular Board meetings; membership excludes Lancellotta. |
- Board Member Terms: Class I/II director with term expiring at the 2026 annual meeting; service since 2021.
- Board Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year.
Meetings (Quality Municipal Income, i.e., NAD) – Last Fiscal Year
| Meeting Type | Count |
|---|---|
| Regular Board | 4 |
| Special Board | 8 |
| Executive Committee | 4 |
| Dividend Committee | 10 |
| Compliance Committee | 6 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
| Compensation Element (Effective Jan 1, 2025) | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (Independent Board Member) | $350,000 | Paid to all independent directors. |
| Audit Committee membership retainer | $35,000 | Per member; Lancellotta is a member. |
| Compliance Committee membership retainer | $35,000 | Not applicable to Lancellotta (not a member). |
| Investment Committee membership retainer | $30,000 | Per member; Lancellotta is a member. |
| Dividend Committee membership retainer | $25,000 | Per member; Lancellotta is a member. |
| Nominating & Governance membership retainer | $25,000 | Per member; Lancellotta is a member. |
| Closed-End Fund Committee membership retainer | $25,000 | Not applicable to Lancellotta (not a member). |
| Investment Committee Chair/Co-Chair retainer | $30,000 | Lancellotta as Co-Chair. |
| Ad hoc Board/Committee meetings | $1,000–$2,500 per meeting | Based on length and immediacy. |
| Special assignment committees | $1,250+ (Chair), $5,000+ (Members) per quarter | As established for special assignments. |
| Deferred Compensation Plan availability | N/A | Directors may defer compensation into notional fund-share accounts; distributions can be lump sum or over 2–20 years. |
- Historical change: Prior to Jan 1, 2024, compensation structure was per-meeting based; prior to Jan 1, 2025, annual retainer was $350,000 with lower committee retainers (e.g., Audit/Compliance $30,000).
Performance Compensation
- No performance-based metrics, stock options, or performance share awards are disclosed for independent Board Members; disclosed compensation consists of retainers and meeting/committee fees, with optional deferred compensation elections tied to fund share values.
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Committee/Chair |
|---|---|---|---|
| JCADA | No | President; Director | — |
- No other public company directorships for Lancellotta are disclosed in the proxy; network interlocks largely within Nuveen fund committees.
Expertise & Qualifications
- 30 years at ICI, culminating as Managing Director of IDC, advising fund directors on governance, policy, and education; deep fund-governance expertise.
- Legal training (J.D., GWU Law) and prior law firm experience.
- Oversight across 217 portfolios within the fund complex; experienced in investment oversight through Investment Committee leadership.
Equity Ownership
| Fund | Shares Owned | Dollar Range of Equity Securities |
|---|---|---|
| NAD (Quality Municipal Income) | 0 | $0 |
| Aggregate across all Nuveen registered investment companies overseen | — | Over $100,000 |
- Detailed per-fund beneficial ownership tables show 0 shares for Lancellotta across the listed funds as of May 31, 2025; dollar-range entries are $0 for each fund.
- Deferred Compensation Plan note: Certain board members’ tables may include “share equivalents” in Nuveen funds due to deferral elections; Lancellotta’s per-fund share counts are shown as 0.
Governance Assessment
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Committee Effectiveness: Lancellotta’s Co-Chair role on the Investment Committee and membership on Audit, Dividend, and Nominating & Governance positions her at the core of performance oversight, valuation, and distribution policy for NAD; all such committees are independent, supporting board effectiveness and investor confidence.
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Independence & Engagement: The proxy affirms independent composition of key committees, and board policy shows each director attended at least 75% of applicable meetings in the last fiscal year; meeting cadence for NAD is robust (e.g., 14 Audit Committee meetings), indicating sustained engagement.
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Compensation Alignment: Structure emphasizes fixed cash retainers and committee responsibilities; availability of deferred compensation aligns director interests to fund performance through notional fund-share tracking, though no explicit performance metrics or equity awards are tied to director pay.
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Ownership Alignment: Lancellotta reports $0 direct ownership in NAD and other listed funds, but an aggregate “Over $100,000” range across Nuveen funds is disclosed, potentially via deferred balances—alignment is indirect rather than direct to NAD.
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Conflicts & Related Parties: No related-party transactions or conflicts are disclosed for Lancellotta; service is on committees expressly defined as independent.
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RED FLAGS:
- $0 direct holdings in NAD may be viewed as weaker “skin-in-the-game” relative to direct fund ownership, despite aggregate holdings across the complex.
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Overall: Strong governance pedigree and committee leadership bolster oversight quality; lack of explicit performance-linked compensation and direct NAD ownership is a neutral-to-minor concern, partly mitigated by deferred comp linkage and broad portfolio oversight.