Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent director of Nuveen California AMT‑Free Quality Municipal Income Fund (NKX); Year of Birth: 1959. Length of service on the Nuveen funds board complex since 2021; current term is Class II, expiring at the 2026 annual meeting. Former Managing Director of ICI’s Independent Directors Council (IDC) (2006–2019); prior roles at the Investment Company Institute (ICI) and earlier legal practice; education: B.A., Pennsylvania State University (1981) and J.D., George Washington University Law School (1984). She is deemed “Independent” under the Investment Company Act of 1940 and has never been an employee or director of TIAA/Nuveen or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), part of ICI | Managing Director | 2006–2019 | Led governance, education, and policy initiatives for fund independent directors; advised IDC/ICI and fund boards on governance and director roles |
| Investment Company Institute (ICI) | Various roles | 1989–2006 | Industry representation and policy work for regulated investment companies |
| Washington, D.C. law firms | Associate | Pre‑1989 | Legal practice in Washington, D.C. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Board Member | President since 2023; Board since 2020 | Non‑profit governance and community leadership |
Board Governance
- Independence: All Nuveen funds’ board members (including Lancellotta) are “Independent Board Members” under the 1940 Act; no employment or director ties to TIAA/Nuveen or affiliates .
- Attendance: Each board member attended ≥75% of board and relevant committee meetings in the last fiscal year .
- Chair structure: Independent Chair (Robert L. Young) in 2025; previously independent Co‑Chairs in 2024, reflecting emphasis on independent leadership .
- Auditor oversight: Audit Committee oversees financial reporting; auditor transitioned from KPMG to PwC for fiscal year 2025/current year .
| Committee | 2024 Membership/Role | 2025 Membership/Role |
|---|---|---|
| Dividend Committee | Member | Member |
| Audit Committee | Not listed | Member |
| Compliance, Risk Management & Regulatory Oversight | Member | Not listed among members |
| Nominating & Governance | Member | Member |
| Investment Committee | Co‑Chair | Co‑Chair |
| Closed‑End Funds Committee | Member | Not listed among members |
Board/committee meeting cadence for NKX (California AMT‑Free) shows robust oversight:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Regular Board Meetings (#) | 6 | 6 |
| Special Board Meetings (#) | 6 | 9 |
| Executive Committee Meetings (#) | 4 | 3 |
| Dividend Committee Meetings (#) | 4 | 8 |
| Compliance Committee Meetings (#) | 5 | 4 |
| Audit Committee Meetings (#) | 2 | 13 |
| Nominating & Governance Meetings (#) | 7 | 6 |
| Investment Committee Meetings (#) | 2 | 3 |
| Closed‑End Funds Committee Meetings (#) | 2 | 4 |
Fixed Compensation
Compensation structure (Independent Board Members; applicable across the Nuveen fund complex):
| Component | 2024 Plan | 2025 Plan |
|---|---|---|
| Annual Board Retainer | $350,000 | $350,000 |
| Committee Membership – Audit | $30,000 | $35,000 |
| Committee Membership – Compliance | $30,000 | $35,000 |
| Committee Membership – Investment | $20,000 | $30,000 |
| Committee Membership – Dividend | $20,000 | $25,000 |
| Committee Membership – Nominating & Governance | $20,000 | $25,000 |
| Committee Membership – Closed‑End Funds | $20,000 | $25,000 |
| Board Chair | $140,000 | $150,000 (Chair) |
| Audit/Compliance Committee Chair | $30,000 | $35,000 |
| Investment Committee Chair/Co‑Chair | $20,000 | $30,000 |
| Dividend/Nom/Gov/CEF Committee Chair | $20,000 | $25,000 |
| Ad hoc meeting fee | $1,000 or $2,500 | $1,000 or $2,500 |
| Special assignment committees (quarterly) | Chair $1,250; Members $5,000 | Chair $1,250; Members $5,000 |
Aggregate compensation paid to Amy B. R. Lancellotta by fund:
| Fund | FY 2024 ($) | Stub 2024 ($) | FY 2025 ($) |
|---|---|---|---|
| Arizona Quality (NAZ) | 742 | 313 | 653 |
| California AMT‑Free (NKX) | 3,243 | 1,372 | 2,866 |
| California Value (NCA) | 977 | 415 | 873 |
| California Quality (NAC) | 9,719 | 4,049 | 8,400 |
| Massachusetts Quality (NMT) | 606 | — | 518 |
| Total compensation from Nuveen funds | 443,700 | — | 469,250 |
Performance Compensation
| Element | FY 2024 | FY 2025 |
|---|---|---|
| Bonus (cash) | None disclosed for Independent Board Members | None disclosed for Independent Board Members |
| Equity awards (RSUs/PSUs) | None disclosed; Nuveen funds don’t grant director equity; participation via deferred fees only | None disclosed; Nuveen funds don’t grant director equity; participation via deferred fees only |
| Options | None disclosed | None disclosed |
| Performance metrics (TSR/EBITDA/ESG) | None disclosed | None disclosed |
Other Directorships & Interlocks
| Entity | Role | Public/Private | Dates |
|---|---|---|---|
| JCADA | President; Board Member | Non‑profit | President since 2023; Board since 2020 |
No current public company directorships disclosed for Lancellotta in the last five years .
Expertise & Qualifications
- Fund governance specialist; led IDC at ICI (2006–2019) advising independent directors on governance and policy, including education and best practices .
- Legal training with J.D. (George Washington University Law School) and prior law firm experience in Washington, D.C. .
- Active non‑profit leadership (JCADA President/Director) .
Equity Ownership
| Fund | Dollar Range Beneficially Owned | Shares Owned (#) | Ownership % of Class |
|---|---|---|---|
| NKX (California AMT‑Free) | $0 | 0 | <1% (each board member’s individual holdings per fund <1%) |
| NAZ (Arizona Quality) | $0 | 0 | <1% |
| NCA (California Value) | $0 | 0 | <1% |
| NAC (California Quality) | $0 | 0 | <1% |
| NMT (Massachusetts Quality) | $0 | 0 | <1% |
| Aggregate across Nuveen fund complex | Over $100,000 | — | — |
Deferred compensation elections (book account notionally invested in Nuveen funds):
| Fund | FY 2024 Deferred Fees ($) | Stub 2024 Deferred Fees ($) | FY 2025 Deferred Fees ($) |
|---|---|---|---|
| NAZ | 259 | 103 | 138 |
| NKX | 1,133 | 453 | 604 |
| NCA | 341 | 137 | 184 |
| NAC | 3,395 | 1,336 | 1,777 |
| NMT | 213 | — | 139 |
- Ownership guideline/principle: Each board member is expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in Nuveen funds in the fund complex; individual fund holdings by each board member remain <1% of shares . Aggregate range “Over $100,000” is disclosed for Lancellotta; specific compliance versus the one‑year compensation principle cannot be precisely determined from range data .
Governance Assessment
- Strengths: Deep governance expertise (IDC leadership), serves as Investment Committee Co‑Chair and member of Dividend/Nominating committees; added to Audit Committee in 2025, enhancing financial oversight breadth; board operates under independent chair with strong committee cadence and attendance ≥75% .
- Alignment: participates in deferred compensation plan investing in Nuveen funds; board’s stated expectation to invest at least one year’s compensation in fund complex; Lancellotta’s aggregate holdings disclosed as “Over $100,000” with per‑fund ownership <1% .
- Potential watch‑items: No NKX direct share ownership disclosed (0 shares), which may be viewed as lower fund‑specific alignment despite aggregate complex exposure and deferrals; however, Nuveen funds utilize a deferred fees model rather than director equity grants . No related‑party transactions or conflicts disclosed for Lancellotta; contrast with affiliate securities holdings disclosure for another director (Kenny) underscores ongoing monitoring for interlocks; none listed for Lancellotta .
- Compliance signal: Section 16(a) ownership filings were in compliance in the last fiscal year across board members and officers; audit firm transition to PwC in 2025 under Audit Committee oversight reflects active governance .
Overall, Lancellotta’s profile indicates high governance competency and committee engagement, with broad complex‑level alignment via deferrals; fund‑specific ownership is 0 for NKX, which some investors may flag for alignment, though it is consistent with the complex’s compensation/deferral structure and <1% per‑fund ownership norms .