Amy B. R. Lancellotta

About Amy B. R. Lancellotta

Independent director of Nuveen Municipal Income Fund, Inc. (NMI) since 2021; designated as a Class I or II Board Member with term through the 2026 annual meeting. Born 1959; B.A. from Pennsylvania State University (1981) and J.D. from George Washington University Law School (1984). Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI) from 2006–2019; earlier held various roles at ICI starting in 1989 and practiced as an associate at two Washington, D.C. law firms. Deemed an Independent Board Member under the Investment Company Act; has never been an employee or director of TIAA or Nuveen .

Past Roles

External Roles

Board Governance

• Independence: All current and continuing Board Members are “Independent Board Members” (not interested persons of the Funds/Adviser; never employees/directors of TIAA/Nuveen) .
• Committee assignments (2025):
  • Investment Committee: Co‑Chair (with Joseph A. Boateng) .
  • Audit Committee: Member .
  • Nominating & Governance Committee: Member .
  • Dividend Committee: Member .
  • Not listed on Compliance, Risk Management & Regulatory Oversight Committee (membership excludes Lancellotta) .
  • Not listed on Executive Committee or Closed‑End Fund Committee .
• Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
• Chair/Lead Independent Director: Robert L. Young, Independent Chair (since 2025) .
• Board/Committee meeting cadence for NMI (last fiscal year):

  Meeting Type	Count
  Regular Board Meetings	4
  Special Board Meetings	8
  Executive Committee	4
  Dividend Committee	10
  Compliance, Risk Mgmt & Regulatory Oversight	6
  Audit Committee	14
  Nominating & Governance Committee	5
  Investment Committee	4
  Closed‑End Fund Committee	4

Fixed Compensation

• Structure evolution (Independent Board Members):

  Component	CY2023 (pre‑Jan 1, 2024)	CY2024 (pre‑Jan 1, 2025)	Effective Jan 1, 2025
  Annual Retainer	$210,000	$350,000	$350,000
  Committee Membership Retainers	Per‑meeting fees by committee: Audit/CEF/Investment $2,500; Compliance $5,000; Dividend $1,250; other committees $500; special Board mtg $4,000; regular Board day $7,250; site visits $5,000/day; chair retainers: Board $140,000; key committees $20,000	Annual retainers: Audit $30,000; Compliance $30,000; Investment $20,000; Dividend $20,000; Nominating & Governance $20,000; Closed‑End Funds $20,000; ad hoc $1,000–$2,500; special assignment committees chair/member quarterly fees $1,250/$5,000; chair retainers: Board $140,000; Audit/Compliance $30,000; Investment $20,000; Dividend/NomGov/CEF $20,000	Annual retainers: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End Funds $25,000; ad hoc $1,000–$2,500; special assignment committees chair/member quarterly fees starting at $1,250/$5,000; chair retainers: Board $150,000; Audit/Compliance $35,000; Investment $30,000; Dividend/NomGov/CEF $25,000

• Deferred Compensation Plan: Directors may elect to defer fees into accounts notionally invested in eligible Nuveen funds; distributions in lump sum or 2–20 years; fund not liable for other funds’ obligations .
• Aggregate compensation (most recent disclosed):

  Metric	Amount
  Total compensation from Nuveen funds paid to Lancellotta	$469,250
  Aggregate compensation from NMI (FY ended Oct 31, 2024)	$279
  Deferred fees credited from NMI (FY ended Oct 31, 2024)	$94

Performance Compensation

• No performance‑based compensation (no RSUs/PSUs, options, or metrics like TSR/EBITDA) is disclosed for independent directors; pay consists of fixed retainers and committee fees with optional deferral into fund share equivalents .

Other Directorships & Interlocks

Expertise & Qualifications

• 30+ years in fund governance/regulation; led IDC at ICI (education, governance, policy) .
• Legal training and practice; J.D. (GW Law) and B.A. (Penn State) .
• Deep familiarity with independent director responsibilities and shareholder protection in investment company context .

Equity Ownership

Note: As of June 20, 2025, each Board Member’s individual beneficial shareholdings of each Fund were less than 1% of the outstanding shares; group holdings also less than 1% .

Governance Assessment

• Strengths:
  • High governance expertise; former IDC Managing Director with direct experience overseeing fund director standards and education .
  • Independence maintained; no historical employment/directorship with TIAA/Nuveen; classified as Independent Board Member .
  • Material committee influence as Co‑Chair of the Investment Committee; active roles on Audit, Nominating & Governance, and Dividend Committees—positions central to performance oversight, valuation, and board process .
  • Attendance threshold met (≥75% of meetings) per proxy .
• Alignment and pay structure:
  • Compensation is cash‑based (retainer and committee fees) with optional deferral into Nuveen funds, supporting long‑term alignment without option/stock award risk .
  • Ownership guideline expects one year’s compensation invested across the complex; Lancellotta reports aggregate holdings “Over $100,000,” but compliance against the guideline is not explicitly disclosed—monitor for future disclosure .
• Conflicts/related party exposure:
  • No related‑party transactions or holdings in adviser‑affiliated private vehicles disclosed for Lancellotta (contrast with table listing Mr. Kenny’s holdings); no public company interlocks noted .
• RED FLAGS:
  • $0 direct beneficial ownership in NMI may be viewed as a potential alignment weakness for fund‑specific stewardship, though aggregate complex holdings exceed $100,000 and the board’s guideline focuses on complex‑level investment rather than single‑fund ownership .
  • No performance‑conditioned pay elements for directors; while typical in fund boards, it reduces explicit pay‑for‑performance linkage .