Amy Lancellotta
About Amy B. R. Lancellotta
Independent Board Member of Nuveen Taxable Municipal Income Fund (NBB) since 2021; born 1959. Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI) from 2006–2019; prior roles at ICI (1989–2006); previously an associate at two Washington, D.C. law firms. Education: B.A. Pennsylvania State University (1981) and J.D. George Washington University Law School (1984).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), ICI | Managing Director | 2006–2019 | Led education, governance, and policy initiatives for fund independent directors; advised IDC/ICI on fund governance matters. |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Supported industry regulatory, legislative, and governance initiatives. |
| Two Washington, D.C. law firms | Associate | Pre-1989 | Legal practice experience prior to ICI tenure. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Board Member | President since 2023; Board Member since 2020 | Non-profit focused on ending power-based violence and survivor support. |
Board Governance
- Independence: All Nuveen fund board members, including Lancellotta, are “Independent Board Members” (not “interested persons” under the 1940 Act).
- Tenure on Nuveen boards: Since 2021 (fund complex).
- Attendance: Met the 75%+ threshold for board and committee meetings in the last fiscal year.
- Committee assignments and chair roles (year-over-year view shown below).
| Committee | 2024 Role | 2025 Role |
|---|---|---|
| Audit Committee | Member | Member |
| Investment Committee | Co-Chair | Co-Chair |
| Dividend Committee | Member | Member |
| Nominating & Governance | Member | Member |
| Compliance, Risk Mgmt & Regulatory Oversight | Member | Not listed (committee membership changed) |
| Closed-End Fund Committee | Member | Not listed (committee membership changed) |
| Executive Committee | Not a member | Not a member |
Observation: Rotation off Compliance and Closed-End Fund committees in 2025 aligns with stated practice of periodic rotation to gain diverse operational perspectives; not a negative signal.
Fixed Compensation
- Program structure evolved from per-meeting fees (2023) to larger fixed retainers with committee membership and chair retainers (2024–2025), reflecting workload and oversight responsibilities.
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual base retainer | $210,000 | $350,000 | $350,000 |
| Committee membership retainers (Audit; Compliance) | Per meeting: Audit $2,500; Compliance $5,000 | $30,000 each (Audit; Compliance) | $35,000 each (Audit; Compliance) |
| Committee membership retainers (Investment) | Per meeting: $2,500 | $20,000 | $30,000 |
| Committee membership retainers (Dividend; Nominating & Governance; Closed-End) | Per meeting: Dividend $1,250; Others $500 | $20,000 each | $25,000 each |
| Board Chair / Co-Chair additional retainer | $140,000 | $140,000 | $150,000 (Chair) |
| Committee Chair additional retainer (Audit; Compliance) | $20,000 | $30,000 | $35,000 |
| Committee Chair additional retainer (Investment) | $20,000 | $20,000 | $30,000 |
| Committee Chair additional retainer (Dividend; Nom/Gov; Closed-End) | $20,000 | $20,000 | $25,000 |
| Ad hoc meeting fees | $4,000 special board; $500 other committees | $1,000 or $2,500 per meeting depending on length/immediacy | $1,000 or $2,500 per meeting depending on length/immediacy |
| Site visit fees | $5,000/day (no board meeting day) | Not specified | Not specified |
| Deferred Compensation Plan | Available (book reserve tracked to Nuveen fund shares; lump-sum or 2–20 years distribution) | Available | Available |
Performance Compensation
- No performance-based metrics, stock options, or PSU/RSU awards disclosed for independent directors; compensation is cash retainer plus committee retainers and limited ad hoc fees.
| Performance-linked component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Stock/option awards | None disclosed | None disclosed | None disclosed |
| Performance metrics (e.g., TSR, EBITDA) | Not applicable | Not applicable | Not applicable |
| Clawbacks / COI / severance | Not disclosed for directors | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| JCADA | Non-profit | President; Board Member | None indicated with NBB’s adviser/service providers. |
Expertise & Qualifications
- Fund governance authority from 30 years at ICI/IDC; advisor to directors and industry on fund governance; legal training (JD), policy leadership roles.
- Current governance leadership as Investment Committee Co-Chair; active on Audit, Dividend, and Nominating & Governance committees.
- Independence and breadth of oversight consistent with unitary board model and rotation practices.
Equity Ownership
| Metric | Value |
|---|---|
| NBB (Taxable Income) – dollar range owned | $0 |
| NBB shares owned | 0 |
| Ownership % of NBB | Less than 1% (individual) as of record date |
| Aggregate dollar range across Nuveen fund complex | Over $100,000 |
| Pledged shares | No pledging disclosed in Appendix A tables |
| Director ownership guideline | Board principle expects at least one year of compensation invested directly or deferred in fund complex |
| Compliance status | Not explicitly disclosed; aggregate “Over $100,000” is reported. |
Director Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Total Compensation from Nuveen Funds Paid to Lancellotta ($) | $368,508 | $443,700 | $469,250 |
| NBB Aggregate Compensation Paid to Lancellotta ($) | $1,500 | $2,214 | $1,858 |
| Deferred Fees – NBB (Taxable Income) ($) | Not disclosed | $798 | $613 |
Insider Trades / Section 16 Compliance
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Section 16(a) compliance noted | Board members and officers complied, except one officer’s late Form 4 unrelated to Lancellotta. | Board members and officers complied; no delinquencies noted. |
Governance Assessment
- Board effectiveness: Strong governance credentials; active roles as Investment Committee Co-Chair and Audit/Nominating/Dividend member; independence affirmed; attendance standards met. These support investor confidence in oversight of valuation, performance, distribution policy, and governance.
- Compensation signals: Shift to higher fixed retainers and increased committee/chair retainers in 2025 reflects expanded committee oversight (valuation, compliance, investment risk). No performance-linked pay or equity awards for directors, reducing misalignment risk.
- Alignment: No direct NBB share ownership; however, board principle expects investment equivalent to one year of compensation across the complex, and her aggregate fund complex holdings are reported as “Over $100,000.” Compliance status vs principle is not explicitly stated.
- Conflicts: No related-party transactions disclosed for Lancellotta; no interlocks with competitors/suppliers; Section 16 compliance intact.
- Changes/rotation: 2025 removal from Compliance and Closed-End committees appears consistent with board’s periodic rotation to broaden perspectives; not a red flag.
RED FLAGS: None disclosed related to attendance shortfalls, related-party transactions, pledging/hedging, or performance pay anomalies.