Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent Trustee of Nuveen Dynamic Municipal Opportunities Fund (NDMO) since 2021; born 1959; career governance professional best known for leading the Independent Directors Council (IDC) at the Investment Company Institute (ICI) from 2006–2019; prior ICI roles from 1989–2006 and earlier experience as an associate at two Washington, D.C. law firms; B.A. (Penn State, 1981) and J.D. (George Washington University Law School, 1984). She serves on the Nuveen funds’ unitary board as an Independent Board Member (not an “interested person”) and has never been an employee of TIAA/Nuveen or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC) at ICI | Managing Director | 2006–2019 | Led governance, education, and policy initiatives supporting fund independent directors; advised IDC/ICI and the industry on fund governance . |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Worked on regulatory, legislative, and industry initiatives affecting funds and shareholders . |
| Two Washington, D.C. law firms | Associate | Pre-1989 | Securities/financial regulatory practice experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non-profit leadership and governance . |
Board Governance
- Independence and structure: Independent Board Member (not an “interested person”); unitary board across Nuveen fund complex; independent Chair: Robert L. Young .
- Committee assignments and roles:
- Investment Committee: Co-Chair (leadership role overseeing fund performance and investment risk) .
- Audit Committee: Member (financial reporting, auditor oversight, valuation oversight) .
- Dividend Committee: Member (distribution decisions) .
- Nominating & Governance Committee: Member (board composition, governance processes, director education, compensation recommendations) .
- Not a member of the Executive Committee, Compliance/Risk Management Committee, or Closed-End Fund Committee (per committee rosters) .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
Board and committee meeting load for NDMO (last fiscal year):
| Meeting Type | Count |
|---|---|
| Regular Board | 4 |
| Special Board | 8 |
| Executive Committee | 4 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight | 6 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
Compensation policy (effective January 1, 2025):
- Annual retainer: $350,000 per Independent Board Member .
- Committee membership retainers:
- Audit and Compliance/Risk: $35,000 each .
- Investment: $30,000 .
- Dividend, Nominating & Governance, Closed-End: $25,000 each .
- Chair retainers:
- Board Chair: $150,000 .
- Audit and Compliance/Risk Chairs: $35,000 each .
- Investment Chair/Co-Chair: $30,000 .
- Dividend, Nominating & Governance, Closed-End Chairs: $25,000 each .
- Deferred Compensation Plan available; deferrals notionally invested in eligible Nuveen funds .
Year-over-year changes (structure):
- Prior to Jan 1, 2025: base $350,000; lower committee membership and chair retainers than 2025 levels (e.g., Audit/Compliance membership $30,000; Nominating/Dividend/Closed-End $20,000; Board Chair $140,000) .
- Effective Jan 1, 2025: committee membership and chair retainers increased (e.g., Audit/Compliance membership to $35,000; Nominating/Dividend/Closed-End to $25,000; Board Chair $150,000) .
Actual amounts paid (latest disclosures):
| Metric | Amount | Period/Notes |
|---|---|---|
| NDMO aggregate compensation to Ms. Lancellotta | $2,490 | Fund fiscal year ended Oct 31, 2024. |
| Total compensation from Nuveen Funds paid to Ms. Lancellotta | $469,250 | Aggregate across Nuveen funds (latest reported table). |
| Deferred fees attributable to NDMO (booked) | $841 | Participating Funds Deferred Compensation Plan; includes assumed investment returns. |
Performance Compensation
| Component | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for Independent Board Members; compensation consists of cash retainers and committee retainers; no equity awards outlined . |
| Options | None disclosed . |
| Performance metrics (TSR/EBITDA/ESG) | None disclosed for director pay; no performance-linked elements stated . |
| Pensions/SERP | Funds do not have retirement or pension plans; a nonqualified deferred compensation plan is available . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the past five years for Ms. Lancellotta (only JCADA is listed) . |
| Committee roles at other issuers | Not applicable (no public company directorships disclosed) . |
| Interlocks with competitors/suppliers/customers | None disclosed for Ms. Lancellotta . |
| Related-party holdings via affiliates | The proxy’s related holdings table lists other directors (e.g., Mr. Kenny), not Ms. Lancellotta; no such holdings disclosed for her . |
Expertise & Qualifications
- Governance leader: Former Managing Director of IDC (ICI), advising on fund governance and director responsibilities; directed education, communication, and policy initiatives for fund independent directors .
- Regulatory/legal background: Extensive fund industry policy experience; early career as associate at D.C. law firms; J.D. (GW Law) .
- Board service experience across the Nuveen Fund Complex; Born 1959; B.A. (Penn State) .
Equity Ownership
| Item | NDMO | Fund Complex (All Nuveen Funds) |
|---|---|---|
| Beneficial ownership (shares) | 0 shares | Aggregate dollar range “Over $100,000” . |
| Dollar range in NDMO | $0 | Governance principle expects each Board Member to invest at least one year of compensation in the Fund Complex (directly or deferred) . |
| Ownership as % of shares outstanding | Less than 1% (each Board Member individually) | Not applicable. |
| Deferred compensation participation | Deferred fees booked at NDMO: $841 (latest disclosed) | Deferred Compensation Plan available across Participating Funds . |
Governance Assessment
- Positives
- Independent director with deep fund governance pedigree; not affiliated with adviser/parent; serves as Co-Chair of the Investment Committee and member of Audit, Dividend, and Nominating & Governance—positions central to performance oversight, valuation, distributions, and board quality .
- Attendance threshold met; heavy committee schedule underscores engagement (e.g., 14 Audit Committee meetings; 10 Dividend) .
- No related-party transactions or affiliate-advised private holdings disclosed for Ms. Lancellotta; Section 16(a) compliance noted fund-wide .
- Watch items / alignment
- No direct ownership of NDMO shares (0 shares; $0 dollar range), though aggregate investment across the complex is “Over $100,000”; the board’s governance principle measures alignment at the fund complex level and allows deferred compensation to count—Ms. Lancellotta has deferred fees, including at NDMO ($841) .
- Director compensation structure increased committee retainers and chair fees effective 2025; while industry-typical, rising guaranteed retainers (vs. performance-linked pay) can be viewed as lower at-risk compensation; no equity awards or performance metrics apply to independent trustees .
- Insider trading signal
- No reported NDMO insider purchases/sales by insiders in the past 18 months; third-party tracker shows 0 buys/0 sells; funds indicate timely Section 16 compliance (monitor for any changes) .
Director Compensation (Context and Structure)
| Element | Amount/Policy | Source |
|---|---|---|
| Annual retainer (Independent Board Member) | $350,000 (effective Jan 1, 2025) | |
| Committee membership (Audit; Compliance/Risk) | $35,000 each (effective Jan 1, 2025) | |
| Committee membership (Investment) | $30,000 (effective Jan 1, 2025) | |
| Committee membership (Dividend; Nominating & Governance; Closed-End) | $25,000 each (effective Jan 1, 2025) | |
| Investment Committee Co-Chair retainer | $30,000 (effective Jan 1, 2025) | |
| Board Chair retainer | $150,000 (effective Jan 1, 2025) | |
| NDMO compensation paid to Lancellotta | $2,490 (FY ended Oct 31, 2024) | |
| Total compensation across Nuveen Funds | $469,250 (latest reported table) | |
| Deferred fees at NDMO | $841 (book liability incl. assumed returns) | |
| Retirement/Pension | None (no retirement/pension plans); deferred comp plan available |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company directorships | None disclosed for Ms. Lancellotta (past five years) . |
| Non-profit | JCADA: President (since 2023); Director (since 2020) . |
| Interlocks | None disclosed . |
Equity Ownership & Insider Trades (NDMO)
| Item | Value |
|---|---|
| Shares owned | 0 shares |
| Dollar range in NDMO | $0 |
| Aggregate investment across complex | “Over $100,000” |
| Insider trades (past 18 months) | No NDMO insider buys/sells reported (0/0) |
| Section 16 filings | Funds report compliance; no delinquencies noted in latest proxy |
Notes on independence and conflicts:
- All listed Nuveen fund directors (including Ms. Lancellotta) are independent and have not been employees of TIAA/Nuveen or affiliates .
- Proxy’s related-party/affiliate holdings table shows no such holdings for Ms. Lancellotta (only other directors are listed) .