Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent Trustee (Class II) of Nuveen Multi-Asset Income Fund (NMAI); term runs until the 2026 annual meeting. Year of birth 1959; joined the Nuveen Funds boards in 2021. Former Managing Director of ICI’s Independent Directors Council (IDC) (2006–2019) and held various roles at the Investment Company Institute (1989–2006). Education: B.A., Pennsylvania State University (1981); J.D., George Washington University Law School (1984). She also serves as President (since 2023) and Board Member (since 2020) of the Jewish Coalition Against Domestic Abuse (JCADA). All Nuveen Fund trustees, including Lancellotta, are deemed Independent Board Members (not “interested persons”) under the 1940 Act and have never been employees of TIAA/Nuveen or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), part of ICI | Managing Director | 2006–2019 | Led IDC’s education, communication, governance and policy initiatives for mutual fund independent directors |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Advised on fund governance and director responsibilities |
| Washington, D.C. law firms | Associate | Pre-1989 | Legal practice before joining ICI |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non-profit focused on ending power-based violence |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Classified as an Independent Board Member; never employed by TIAA/Nuveen or affiliates |
| Board class/tenure | Class II Trustee; current term to the 2026 annual meeting; joined Nuveen Funds boards in 2021 |
| Board chair | Independent Chair: Robert L. Young |
| Committee assignments (NMAI/Fund Complex) | Investment Committee Co‑Chair; member of the Dividend Committee, Audit Committee, and Nominating & Governance Committee |
| Audit committee expertise | Audit Committee includes designated “financial experts” (Nelson, Moschner, Starr, Young); Lancellotta serves as a member (not designated as financial expert) |
| Attendance | Each Board Member attended ≥75% of Board and applicable committee meetings in the last fiscal year |
| Meeting cadence (NMAI FY2024) | NMAI held: 5 Regular Board; 9 Special Board; 5 Executive; 10 Dividend; 5 Compliance; 14 Audit; 5 Nominating; 4 Investment; 4 Closed-End Fund Committee meetings |
Fixed Compensation
| Component | 2023 | 2024 policy | 2025 policy | Notes |
|---|---|---|---|---|
| Annual retainer (Independent Board Members) | $210,000 | $350,000 | $350,000 | Structure changed effective Jan 1, 2024 |
| Audit Committee membership retainer | Per-meeting fees (2023) | $30,000 | $35,000 | Shifted from per-meeting to annual retainers |
| Compliance, Risk Mgmt & Regulatory Oversight membership | Per-meeting fees (2023) | $30,000 | $35,000 | |
| Investment Committee membership | Per-meeting fees (2023) | $20,000 | $30,000 | |
| Dividend, Nominating & Governance, Closed-End Funds membership | Per-meeting fees (2023) | $20,000 | $25,000 | |
| Board Chair additional retainer | $140,000 | $140,000 | $150,000 | Chair retainer; Board Chair is R. L. Young |
| Committee chair add’l retainers | Typically $20–30k | $20–30k | $25–35k | Depends on committee (Audit/Compliance: $35k in 2025; Investment: $30k; others: $25k) |
| Ad hoc, special assignments | N/A | $1,000–$2,500 per ad hoc meeting; special assignment committee quarterly fees (chair and members) | Same |
| Fund-specific Fees (last fiscal year) | Amount |
|---|---|
| Aggregate compensation from NMAI to Lancellotta | $1,672 |
| Total compensation from funds in the Nuveen Fund Complex | $469,250 |
| Deferred Compensation (booked to fund-linked accounts) | Amount (NMAI) |
|---|---|
| Deferred fees credited for NMAI (includes investment returns on assumed fund selections) | $554 |
Additional notes:
- Funds have no retirement or pension plans for Independent Board Members; a Deferred Compensation Plan is available at the director’s election .
- 2023 compensation used per-meeting fees; the Board moved to larger annual retainers and standardized committee retainers effective January 1, 2024 .
Performance Compensation
| Metric/Instrument | Use in Director Pay |
|---|---|
| Performance metrics (e.g., TSR, revenue, EBITDA) | Not disclosed/applicable for Independent Board Members; director pay consists of cash retainers/committee retainers and eligible deferred compensation; no performance-contingent bonuses disclosed |
| Equity/Options for directors | No stock or option awards disclosed for Independent Board Members in the proxy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the “Other Directorships” column (past five years) |
| Non-profit/academic boards | JCADA – President (since 2023) and Board Member (since 2020) |
| Interlocks/related holdings | Appendix table of “Board Members who own securities in companies advised by affiliates” lists other trustees (e.g., Kenny) but not Lancellotta; no such holdings disclosed for her |
Expertise & Qualifications
- 30+ years in fund governance and policy; led IDC at ICI, advising fund independent directors on governance and regulatory issues; strong policy, regulatory, and director education background .
- Legal training (J.D. GWU Law) with prior law firm experience; recognized for governance program development and board education initiatives at IDC .
Equity Ownership
| Item | Value/Policy |
|---|---|
| NMAI beneficial ownership (dollar range) | $0 |
| NMAI shares owned | 0 shares |
| Aggregate range across the Nuveen/TIAA family of registered funds overseen | Over $100,000 |
| Ownership as % of NMAI shares outstanding | Each Board Member individually <1%; group <1% (as of Feb 18, 2025) |
| Ownership guideline | Governance principle expects each Board Member to invest at least one year of compensation in funds within the Fund Complex |
Governance Assessment
- Strengths: Independent trustee with specialized fund governance expertise; serves as Investment Committee Co‑Chair and sits on Audit, Dividend, and Nominating & Governance Committees—positions that enhance oversight of performance, risk, and board composition . Attendance was at least 75% across board/committee meetings; the board operates with an independent chair (Young) .
- Alignment: She holds $0 directly in NMAI but an “Over $100,000” aggregate across the broader family of registered funds; Nuveen boards expect directors to invest ≥ one year of compensation in the fund complex, which supports alignment though not necessarily in NMAI itself .
- Compensation structure: Move to higher fixed retainers and standardized committee retainers from 2024; NMAI-specific compensation to Lancellotta was $1,672 in the last fiscal year, with total complex pay of $469,250; no performance-based components disclosed—consistent with best practices for independent fund directors .
- Conflicts/related party: No related-party transactions or affiliate-advised security holdings disclosed for Lancellotta in Appendix A; Section 16(a) filing compliance reported across trustees and officers (no delinquent reports) .
- RED FLAGS: None evident regarding attendance, related-party transactions, hedging/pledging, or pay anomalies in the proxy for Lancellotta. Elimination of prior “control share” by-law provisions (Feb 28, 2024) is a broader governance positive in the complex context .