Amy Lancellotta
About Amy B. R. Lancellotta
Amy B. R. Lancellotta (born 1959) is an Independent Board Member of Nuveen Municipal Credit Opportunities Fund (NMCO) and across the Nuveen Fund Complex, serving since 2021 with a current Class II term through the 2026 annual shareholder meeting . She holds a B.A. from Pennsylvania State University (1981) and a J.D. from George Washington University Law School (1984), and previously served as Managing Director of the Investment Company Institute’s Independent Directors Council (IDC), focusing on fund governance and director education . All NMCO Board Members, including Lancellotta, are deemed independent and are not “interested persons” under the Investment Company Act of 1940 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), part of ICI | Managing Director | 2006–2019 | Led IDC education, communication, governance and policy initiatives; advised ICI and fund boards on governance and the role of fund directors |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Supported regulated fund industry initiatives affecting governance and shareholder interests |
| Washington, D.C. law firms | Associate | Pre-1989 | Legal practice prior to ICI tenure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non-profit board leadership; focus on ending power-based violence |
Board Governance
- Independence: Not an “interested person” of the Funds or Nuveen/TIAA; never employed by TIAA/Nuveen or any affiliate .
- Tenure and term: Joined the Board in 2021; Class II Board Member term through the 2026 shareholder meeting .
- Committee assignments:
- Investment Committee: Co-Chair
- Dividend Committee: Member
- Audit Committee: Member
- Nominating and Governance Committee: Member
- Attendance: Each Board Member (including Lancellotta) attended at least 75% of Board and committee meetings in the last fiscal year .
NMCO meeting cadence (last fiscal year):
| Committee/Meeting Type | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 7 |
| Executive Committee Meetings | 5 |
| Dividend Committee Meetings | 8 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee Meetings | 4 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 7 |
| Investment Committee Meetings | 3 |
| Closed-End Fund Committee Meetings | 4 |
Fixed Compensation
Compensation structure evolved from per-meeting fees (2023) to retainer-based (2024), with increases effective 2025:
| Component | 2023 | Effective Jan 1, 2024 | Effective Jan 1, 2025 |
|---|---|---|---|
| Annual retainer (Independent Board Member) | $210,000 | $350,000 | $350,000 |
| Board Chair retainer | $140,000 | $140,000 | $150,000 |
| Committee membership retainers | Per-meeting: Audit $2,500; Compliance/Risk $5,000; Dividend $1,250; Closed-End $500; Investment $2,500 | Audit $30,000; Compliance/Risk $30,000; Investment $20,000; Dividend $20,000; Nominating & Governance $20,000; Closed-End $20,000 | Audit $35,000; Compliance/Risk $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End $25,000 |
| Committee chair retainers | $20,000 per committee; Board Chair $140,000 | Audit/Compliance Chairs $30,000; Investment Chair $20,000; Dividend/Nominating/Closed-End Chairs $20,000 | Audit/Compliance Chairs $35,000; Investment Chair/Co-Chair $30,000; Dividend/Nominating/Closed-End Chairs $25,000 |
| Ad hoc meetings | N/A (per above per-meeting schedule) | $1,000 or $2,500 depending on length/immediacy | $1,000 or $2,500 depending on length/immediacy |
| Special assignment committees | Chair/Co-Chair paid quarterly starting at $1,250; members at $5,000 | Chair/Co-Chair quarterly starting at $1,250; members at $5,000 | Chair/Co-Chair quarterly starting at $1,250; members at $5,000 |
NMCO-specific aggregate paid and complex total (last fiscal year):
| Metric | Amount |
|---|---|
| Aggregate compensation from NMCO to Lancellotta (last fiscal year) | $2,931 |
| Total compensation from funds in the Nuveen Fund Complex paid to Lancellotta (CY 2024 framework) | $469,250 |
Deferred fees (illustration for NMCO):
| Fund | Deferred fees attributable to Lancellotta |
|---|---|
| NMCO (Municipal Credit Opportunities) | $989 |
Notes:
- Funds participate in a Deferred Compensation Plan allowing Independent Board Members to defer fees into fund-linked accounts (lump-sum or over 2–20 years) .
- The Funds have no employees; officers serve without compensation from the Funds (CCO compensated by Adviser and budgeted via Board oversight) .
Performance Compensation
No performance-based equity or options for independent directors are disclosed; compensation is via cash retainers, committee retainers, and meeting/assignment fees, with optional deferred compensation. No performance metrics (TSR, EBITDA, ESG) are tied to director pay .
Other Directorships & Interlocks
| Organization | Type | Role | Committee/Notes |
|---|---|---|---|
| JCADA | Non-profit | President; Director | Board leadership; governance role |
No public company directorships are disclosed for Lancellotta in the proxy; “Other Directorships Held by Board Member During the Past Five Years” lists JCADA only .
Expertise & Qualifications
- Fund governance expertise from 30-year ICI/IDC career; led director education and governance initiatives industry-wide .
- Legal training (J.D.) with prior law firm associate experience; broad understanding of regulatory issues impacting funds .
- Independent director credentials; not affiliated with Adviser or parent companies (TIAA/Nuveen), reinforcing oversight objectivity .
Equity Ownership
Ownership alignment disclosures:
| Item | Value |
|---|---|
| NMCO dollar range of equity securities beneficially owned (as of Dec 31, 2024) | $0 |
| NMCO shares beneficially owned (as of Dec 31, 2024) | 0 |
| Aggregate range of equity securities in all registered investment companies overseen (Fund Complex) | Over $100,000 |
| Ownership % of NMCO outstanding shares (individual Board Members) | <1% for each Board Member |
Board ownership guideline:
- Governance principle: each Board Member is expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in funds in the Fund Complex (principle statement; individual compliance is not disclosed) .
Section 16 compliance:
- The Funds report that Board Members, officers and affiliates complied with applicable Section 16(a) filing requirements during the last fiscal year .
Governance Assessment
- Board effectiveness: Lancellotta is active across core oversight committees (Audit, Dividend, Nominating & Governance) and serves as Co-Chair of the Investment Committee, central to performance and risk oversight—signals deep engagement and governance influence .
- Independence and attendance: Independent under the 1940 Act and attended at least 75% of meetings; NMCO’s committee cadence underscores a robust governance workload (e.g., 14 Audit Committee meetings) .
- Compensation structure shift: Move from per-meeting fees (2023) to retainers (2024) with 2025 increases (Audit/Compliance/Investment/Nominating/Dividend/Closed-End chairs/members)—reduces variability and increases guaranteed cash, a common trend in complex-wide boards .
- Ownership alignment: Reported $0 direct NMCO holdings while aggregate registered investment company holdings are “Over $100,000”; the Board’s stated expectation is investment equivalent to one year of compensation across the Fund Complex, but individual compliance status is not disclosed .
- Conflicts and related-party exposure: Proxy identifies Lancellotta as independent and does not report related-party transactions involving her; she has never been an employee or director of TIAA/Nuveen .
Overall, Lancellotta’s committee leadership (Investment Co-Chair) and broad committee participation support board effectiveness and risk oversight. NMCO-specific ownership is minimal, while complex-wide investment is disclosed at “Over $100,000”; investors may weigh complex-level alignment alongside independence and engagement signals .