Amy Lancellotta
About Amy Lancellotta
Amy B. R. Lancellotta (year of birth: 1959) is an Independent Board Member who joined the Nuveen closed‑end fund boards (including NEA) in 2021; she is a long‑tenured fund governance expert and former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI). She holds a B.A. from Pennsylvania State University (1981) and a J.D. from George Washington University Law School (1984) . She is currently a Co‑Chair of the Investment Committee and serves on multiple standing committees; her independence is affirmed under the 1940 Act and exchange standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment Company Institute (Independent Directors Council) | Managing Director | 2006–2019 | Led education, governance, and policy initiatives for fund independent directors; advised IDC/ICI and fund director community on governance matters |
| Investment Company Institute | Various positions | 1989–2006 | Senior policy/industry work supporting regulated investment companies |
| Washington, D.C. law firms (two) | Associate | Pre‑1989 | Early legal career before joining ICI |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President (since 2023); Director (since 2020) | 2020–present | Non‑profit governance role; focus on ending power‑based violence |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Board independence | Not an “interested person”; never employed by TIAA/Nuveen; deemed Independent Board Member | |
| Board tenure and term | Joined Board in 2021; designated Class II Board Member through 2026 annual shareholder meeting (funds without preferred shares) | |
| Investment Committee | Co‑Chair (with Joseph A. Boateng); committee composed entirely of Independent Board Members | |
| Audit Committee | Member (seven Independent Board Members total) | |
| Nominating & Governance Committee | Member; committee composed entirely of Independent Board Members | |
| Dividend Committee | Member | |
| Attendance | Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year | |
| Board chair | Board chaired by Robert L. Young (not a role held by Lancellotta) |
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual Board retainer (Independent Board Members) | $350,000 | Jan 1, 2025 | Flat retainer (replaced prior meeting‑fee structure) |
| Audit Committee membership retainer | $35,000 | Jan 1, 2025 | Per committee membership; same for Compliance Committee |
| Investment Committee membership retainer | $30,000 | Jan 1, 2025 | |
| Dividend, Nominating & Governance, Closed‑End Fund Committee membership retainer | $25,000 (each) | Jan 1, 2025 | |
| Investment Committee Chair/Co‑Chair fee | $30,000 | Jan 1, 2025 | Applies to Lancellotta as Co‑Chair |
| Ad hoc meeting fees | $1,000–$2,500 per meeting | Jan 1, 2025 | Based on length/immediacy |
| Prior structure (reference) | $210,000 retainer + per‑meeting fees (e.g., Board $7,250/day; Audit/Closed‑End/Investment $2,500/meeting; Compliance $5,000/meeting; Dividend $1,250/meeting; others $500/meeting) | Calendar 2023 | Chairs received $20,000 (pre‑2024), $140,000 for Board Chair; bridge 2024 structure also disclosed |
| Aggregate Cash Compensation from Nuveen Funds (last reported) | Amount | Period Basis | Notes |
|---|---|---|---|
| Total compensation to Amy B. R. Lancellotta | $469,250 | Fiscal years per each fund (e.g., most funds FY ended Oct 31, 2024; some Mar 31, 2025; New York funds include stub periods) | Aggregated across funds overseen in the complex |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs), stock options | None disclosed for Independent Board Members | Director pay is cash retainers/fees; no stock option/PSU program for directors |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not applicable for directors | No performance‑linked equity; compensation set via retainers/committee roles |
| Deferred compensation | Available; directors may elect to defer fees into book accounts tracked to Nuveen fund shares | Plan allows lump sum or installments over 2–20 years; examples of Lancellotta deferred amounts by fund below |
Selected examples of Amy Lancellotta’s deferred fees by fund (illustrative):
| Fund | Period | Deferred Fees (Amy B. R. Lancellotta) |
|---|---|---|
| AMT‑Free Credit Income | Fiscal Year | $4,384 |
| AMT‑Free Quality | Fiscal Year | $5,684 |
| Quality Income | Fiscal Year | $4,535 |
| Credit Income | Fiscal Year | $3,716 |
| Taxable Income | Fiscal Year | $613 |
| New York AMT‑Free (stub period) | Mar 1–Aug 31, 2024 | $757 |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committees | Period |
|---|---|---|---|---|
| JCADA | Non‑profit | President; Director | — | Director since 2020; President since 2023 |
| Public company boards | Public | None disclosed | — | None disclosed in proxy for Lancellotta |
No interlocks or related public company directorships were disclosed for Lancellotta; contrast: other Board Members hold public company roles (e.g., Aflac, Sherwin‑Williams, Crown Castle), not attributed to Lancellotta .
Expertise & Qualifications
- Fund governance leader: 30‑year ICI career; Managing Director of IDC (2006–2019), advising the fund independent director community on governance, policy, and education initiatives .
- Legal background: J.D. (1984, GW Law) and B.A. (1981, Penn State) .
- Independent director standard: Meets independence requirements; not an “interested person” and never employed by TIAA/Nuveen or affiliates .
- Committee leadership: Co‑Chair, Investment Committee; member of Audit, Dividend, and Nominating & Governance Committees .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Ownership in NEA (Nuveen Quality Municipal Income Fund) | 0 shares as of May 31, 2025 | “Quality Income” line shows 0 for Lancellotta; fund family table lists holdings per fund |
| Aggregate dollar range across all Nuveen funds overseen | Over $100,000 | Aggregate range category disclosed for each Board Member |
| Ownership guideline | Expectation to invest at least one year of compensation in funds in the Fund Complex (directly or deferred) | Governance principle adopted by Nuveen funds boards; compliance status not individually stated |
| Pledging/hedging | Not disclosed | No pledging/hedging disclosure for Lancellotta in proxy |
Insider Trading and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a)/30(h) filings | Funds state Board Members/officers and affiliates complied with applicable filing requirements in the last fiscal year and the previous fiscal year |
| Director Form 4 transactions | None specifically disclosed for Lancellotta in the proxy; no delinquent reports noted |
Governance Assessment
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Strengths
- Deep fund governance expertise and legal background; longtime IDC leadership aligns with strong oversight of investment company risks and shareholder protection .
- Active committee load with leadership: Co‑Chair of Investment Committee; member of Audit, Nominating & Governance, and Dividend Committees—broad oversight coverage of performance, risk, valuation, nominations, and distributions .
- Independence confirmed; attendance threshold met (≥75% of Board/committee meetings) enhancing credibility and engagement .
- Compensation structure standardized and transparent; additional Co‑Chair fee tied to committee leadership responsibility .
-
Watch items
- Director share ownership in NEA is 0 shares as of May 31, 2025; while the board’s guideline expects at least one year of compensation invested in the fund complex (including deferred amounts), individual compliance status is not stated—investors may scrutinize direct ownership in the specific fund alongside aggregate “Over $100,000” across Nuveen funds .
- The Board moved from per‑meeting fees (2023) to a larger fixed retainer model in 2025 ($350,000 plus committee retainers), reducing variability; while market‑standard for complex mutual/closed‑end boards, this can be perceived as less usage‑based pay sensitivity (not performance‑linked, as is typical for directors) .
-
Conflicts/related‑party exposure
- No related‑party transactions or holdings are disclosed for Lancellotta; table of securities in companies advised by commonly controlled entities lists another director (Thomas J. Kenny) but not Lancellotta—mitigating conflict risk signals for her profile .
Overall, Lancellotta’s profile signals strong governance oversight with broad committee participation and leadership, high independence standards, and adequate engagement; the primary alignment question is specific‑fund direct ownership (0 shares in NEA) versus aggregate exposure via deferred compensation and broader family funds .