Amy Lancellotta
About Amy B. R. Lancellotta
Independent Board Member of the Nuveen funds complex (including NAZ) since 2021; Class II term runs until the 2026 annual meeting. Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI) from 2006–2019, with earlier roles at ICI (from 1989) and prior law-firm associate experience; B.A. (Penn State, 1981) and J.D. (George Washington University Law Center, 1984); year of birth 1959. Governance/regulatory specialist with decades of fund governance leadership and policy engagement experience.
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), ICI | Managing Director | 2006–2019; led education, communication, governance, and policy initiatives for independent fund directors | Advised IDC/ICI and fund directors on governance and regulatory matters |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Industry policy and governance expertise |
| Washington, D.C. law firms | Associate | Not disclosed (prior to 1989) | Legal foundation in securities/financial services |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President (since 2023); Board Member (since 2020) | Non-profit governance and leadership role |
Board Governance
- Independence: Identified among directors “who are not ‘interested persons’” (Independent Board Member). All relevant committees on which she serves are composed entirely of Independent Board Members.
- Board structure: Board led by an Independent Chair (Robert L. Young).
- Term and tenure: Class II director, term through the 2026 annual meeting; service since 2021. Oversees 220 portfolios in the fund complex.
- Committee assignments and roles:
- Investment Committee – Co-Chair (Board-wide oversight of fund performance, investment risks, leverage/hedging)
- Audit Committee – Member (financial statements, auditor independence, valuation oversight)
- Nominating & Governance Committee – Member (director qualifications, independence, board composition)
- Dividend Committee – Member (distribution policy and declarations)
| Committee | Role | Independence/Charter |
|---|---|---|
| Investment | Co-Chair | Composed of Independent Board Members; chartered oversight of performance and investment risk |
| Audit | Member | Composed of Independent Board Members; SEC/NYSE/NASDAQ independence requirements met; valuation oversight included |
| Nominating & Governance | Member | Composed entirely of Independent Board Members |
| Dividend | Member | Charter governs distributions; membership listed in proxy |
Fixed Compensation
- Structure (pre- and post-2025): Independent directors are paid cash retainers, committee membership and chair fees, with ad hoc/special assignment fees; no pension; optional deferred compensation plan to mirror Nuveen fund returns on deferred amounts.
| Component | Through Dec 31, 2024 | Effective Jan 1, 2025 |
|---|---|---|
| Annual Board Retainer | $350,000 | $350,000 |
| Audit Committee – Member | $30,000 | $35,000 |
| Compliance, Risk Mgmt & Regulatory Oversight – Member | $30,000 | $35,000 |
| Investment Committee – Member | $20,000 | $30,000 |
| Dividend Committee – Member | $20,000 | $25,000 |
| Nominating & Governance – Member | $20,000 | $25,000 |
| Closed-End Funds Committee – Member | $20,000 | $25,000 |
| Independent Chair of the Board | $140,000 | $150,000 |
| Audit Committee – Chair | $30,000 | $35,000 |
| Compliance Committee – Chair | $30,000 | $35,000 |
| Investment Committee – Chair/Co-Chair | $20,000 | $30,000 |
| Dividend Committee – Chair | $20,000 | $25,000 |
| Nominating & Governance – Chair | $20,000 | $25,000 |
| Closed-End Funds Committee – Chair | $20,000 | $25,000 |
| Ad hoc meeting fee | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting |
| Special assignment committee – Chair (quarterly) | From $1,250 | From $1,250 |
| Special assignment committee – Member (quarterly) | From $5,000 | From $5,000 |
| Retirement/Pension | None (no retirement or pension plans) | None (no retirement or pension plans) |
| Deferred Compensation | Plan available; deferrals track designated Nuveen funds; lump sum or 2–20 year distribution options | Plan available; deferrals track designated Nuveen funds; lump sum or 2–20 year distribution options |
| FY Aggregate Compensation (Fund Complex) | Amount |
|---|---|
| Total compensation from Nuveen funds paid to Amy B. R. Lancellotta | $469,250 |
Performance Compensation
Independent directors receive fixed retainers and committee fees; the proxy discloses no bonus, stock, option, or performance-linked compensation elements for directors.
| Component | Disclosure |
|---|---|
| Target bonus % / Actual bonus | Not disclosed for independent directors; compensation described as retainers/fees |
| Stock awards (RSUs/PSUs) | Not disclosed for independent directors |
| Option awards | Not disclosed for independent directors |
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not applicable/disclosed for independent directors |
| Clawback provisions | Not disclosed for directors; deferred compensation mechanics disclosed |
Other Directorships & Interlocks
| Type | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No public company directorships listed for Lancellotta in the proxy’s director biographies |
| Non-profit | JCADA | President; Director | Member since 2020; President since 2023 |
| Interlocks/conflicts | None disclosed | — | No disclosed shared directorships with NAZ competitors/suppliers/customers |
Expertise & Qualifications
- Fund governance and regulation: Led IDC at ICI, advising independent directors and coordinating governance/policy initiatives.
- Legal/regulatory background: J.D.; prior law firm associate; extensive engagement with regulatory/industry bodies via ICI/IDC.
- Board oversight experience: Co-Chairs the Investment Committee; serves on Audit, Nominating & Governance, and Dividend Committees.
Equity Ownership
- Board investment principle: Each Board Member is expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in funds within the fund complex. The proxy provides only dollar-range ownership disclosures and does not quantify exact amounts per director.
- Ownership as % of outstanding: As of Oct 22, 2025, each Board Member’s holdings in each fund were less than 1% of that fund’s outstanding shares.
| Metric | Sep 20, 2024 | Oct 22, 2025 |
|---|---|---|
| Shares in NAZ (Arizona Quality) | 0 | $0 range; 0 shares reported separately in 2024 table; 2025 table shows $0 range per fund |
| Shares in California AMT-Free | 0 | $0 range |
| Shares in California Value | 0 | $0 range |
| Shares in California Quality | 0 | $0 range |
| Shares in Massachusetts Quality | 0 | $0 range |
| Aggregate range across Nuveen funds overseen | Over $100,000 | Over $100,000 |
| Ownership as % of each fund’s outstanding | Not disclosed | <1% for each fund (board-wide) |
Notes: The aggregate range disclosure (“Over $100,000”) is across all registered investment companies overseen, not specific to NAZ. Compliance with the “one year of compensation” expectation cannot be determined from dollar-range disclosures alone.
Governance Assessment
- Strengths
- Deep fund governance expertise (former IDC Managing Director) aligns with oversight needs of a closed-end fund; enhances board effectiveness on policy and shareholder-protection matters.
- Significant committee workload and leadership (Co-Chair, Investment Committee; member of Audit, Nominating & Governance, Dividend) indicates high engagement and influence over investment risk, valuation, and governance.
- Board and committees emphasize independence; Board led by an Independent Chair; relevant committees composed solely of independent members.
- Alignment and incentives
- Cash-based compensation structure with standardized retainers/fees; optional deferred compensation aligns economics with Nuveen fund performance when elected.
- Board principle expects each director to invest at least one year of compensation in the fund complex; Lancellotta’s reported aggregate holdings are “Over $100,000,” but exact compliance cannot be verified from range-only data. Monitoring item for ownership alignment transparency.
- Conflicts and related-party exposure
- No related-party transactions disclosed for Lancellotta (affiliate investment holdings table shows another director, not Lancellotta).
- Compensation changes
- 2025 increases to several committee membership/chair fees and Board Chair fee; reflects board-wide adjustments rather than individual anomalies.
- RED FLAGS
- None specifically disclosed for Lancellotta regarding attendance, related-party transactions, hedging/pledging, or performance pay anomalies. Ownership disclosure is in ranges, limiting verification of compliance with the board’s investment expectation.
Citations:
- 2025 Proxy (DEF 14A, Nov 6, 2025): independence/committees/compensation/ownership/governance
- 2024 Proxy (DEF 14A, Oct 17, 2024): biography/ownership history/committee context