Amy Lancellotta
About Amy B. R. Lancellotta
Independent trustee of Nuveen Minnesota Quality Municipal Income Fund (NMS). Born 1959; joined the Nuveen Funds boards in 2021 and serves currently as a Class II board member with term expiring at the 2026 annual meeting . Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI) and long-time fund governance leader . All current trustees, including Lancellotta, are deemed “Independent Board Members” (not “interested persons” under the 1940 Act) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment Company Institute (ICI) – Independent Directors Council (IDC) | Managing Director | 2006–2019 | Led education, governance and policy initiatives for fund independent directors; advised on fund governance and director responsibilities . |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Advanced policy and governance work in the registered funds ecosystem . |
| Washington, D.C. law firms | Associate | Pre-1989 | Legal practice prior to ICI; foundational governance and regulatory experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non-profit leadership; advocates to end power-based violence and ensure safe communities . |
Board Governance
- Class II trustee; term through 2026 for NMS and other Nuveen funds; joined the boards in 2021 .
- Independence: Not an “interested person” of the Funds or their adviser; has never been an employee or director of TIAA/Nuveen .
- Committee assignments (Nuveen Funds unitary board):
- Investment Committee: Co-Chair .
- Audit Committee: Member (committee comprised solely of independent members) .
- Nominating & Governance Committee: Member .
- Dividend Committee: Member .
- Attendance: Each trustee attended at least 75% of board and committee meetings in the last fiscal year; NMS held 5 regular board meetings, 8 special board meetings, and 15 audit committee meetings, among others .
- Board structure: Unitary independent-led board across Nuveen fund complex; independent Chair (Robert L. Young) sets agendas and leads board processes .
Fixed Compensation
| Component | 2024 Rate | 2025 Rate | Notes |
|---|---|---|---|
| Annual Base Retainer (Independent Board Members) | $350,000 | $350,000 | Effective Jan 1, 2024 . |
| Audit Committee Member Retainer | $30,000 | $35,000 | Effective Jan 1, 2025 increase . |
| Compliance, Risk & Reg. Oversight Committee Member Retainer | $30,000 | $35,000 | Effective Jan 1, 2025 increase . |
| Investment Committee Member Retainer | $20,000 | $30,000 | Effective Jan 1, 2025 increase . |
| Dividend Committee Member Retainer | $20,000 | $25,000 | Effective Jan 1, 2025 increase . |
| Nominating & Governance Committee Member Retainer | $20,000 | $25,000 | Effective Jan 1, 2025 increase . |
| Closed-End Fund Committee Member Retainer | $20,000 | $25,000 | Effective Jan 1, 2025 increase . |
| Board Chair Fee | $140,000 | $150,000 | Independent Chair; not applicable to Lancellotta . |
| Committee Chair Fees (Audit; Compliance) | $30,000 | $35,000 | For chairs/co-chairs; Investment Committee chair fee increased to $30,000 in 2025 . |
| Ad hoc meetings | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting | Based on length/immediacy . |
| Special assignment committees | Chair quarterly fee ≥$1,250; member quarterly fee ≥$5,000 | Same | As applicable . |
| Fund | Aggregate Compensation Paid to Lancellotta – Last Fiscal Year ($) |
|---|---|
| NMS (Minnesota Municipal) | 396 |
| Total from Nuveen Fund Complex | 469,250 |
| Deferred Compensation (book-reserve plan) | Amount ($) |
|---|---|
| NMS – Deferred Fees credited (incl. assumed investment returns) | 139 |
Notes:
- Fees allocated among funds based on relative net assets; certain meeting fees may be allocated only to funds discussed .
- Independent trustees may elect to defer fees; distributions payable later in lump sum or over 2–20 years .
Performance Compensation
- No performance-based director compensation (no RSUs/PSUs/options or pay tied to revenue/EBITDA/TSR/ESG metrics disclosed for trustees of NMS and Nuveen closed-end funds) .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| JCADA | Non-profit | President; Director | No NMS-related transactions disclosed; no public company board interlocks disclosed for Lancellotta . |
Expertise & Qualifications
- Governance and regulatory leadership: 30 years at ICI/IDC, including running IDC (fund independent director body) .
- Education: B.A., Pennsylvania State University (1981); J.D., George Washington University Law School (1984) .
- Oversight scope: Oversees 218 portfolios in the Nuveen fund complex .
Equity Ownership
| Metric | NMS (Common Shares) | Evidence |
|---|---|---|
| Shares beneficially owned (Lancellotta) | 0 | |
| Ownership % of outstanding | 0% (5,885,857 common shares outstanding as of 2/18/2025) | |
| Dollar range of equity in NMS | $0 | |
| Aggregate range of equity securities across family of registered investment companies overseen | Over $100,000 | |
| Pledging/hedging | Not disclosed |
Ownership policy and alignment:
- Governance principle: each Board Member is expected to invest (directly or deferred) at least the equivalent of one year of compensation in funds in the complex .
- Lancellotta’s aggregate family holdings are reported as “Over $100,000”; exact amount not provided, so compliance with the 1x annual compensation expectation cannot be confirmed from disclosed ranges .
Governance Assessment
- Committee leadership and workload: Co-Chair of Investment Committee; member of Audit, Dividend, and Nominating & Governance—strong engagement in performance, risk, and governance oversight .
- Independence and attendance: Independent trustee; attended at least 75% of board and committee meetings; NMS had high committee activity (e.g., 15 Audit Committee meetings) indicating active oversight cadence .
- Compensation mix and trends: Trustee compensation is fixed cash retainers plus committee and chair fees; total complex compensation to Lancellotta was $469,250; base retainer increased materially from $210,000 (2023 structure) to $350,000 effective 2024, and committee member/chair fees increased again in 2025—signals pay inflation across governance roles but consistent with expanded oversight scope and meeting load .
- Ownership alignment: $0 direct holding in NMS; aggregate family holdings “Over $100,000” via direct/deferred structures; board policy expects 1x annual compensation invested—insufficient granularity to assess precise compliance; consider investor preference for fund-specific “skin-in-the-game” on NMS given its municipal focus .
- Conflicts/related-party exposure: No related-party holdings disclosed for Lancellotta; the proxy’s related-company holdings table lists another trustee (Kenny) but not Lancellotta—reduces conflict risk .
- Section 16 compliance: Funds report trustee, officer, adviser and affiliates complied with Section 16(a) filings in the last fiscal year and prior year—supports governance discipline .
- RED FLAGS:
- $0 NMS-specific holdings despite board’s investment expectation could be perceived as weaker fund-level alignment (mitigated by aggregate complex holdings via deferred plan) .
- Rapid increases in trustee retainers and committee fees (2024–2025) may draw attention to pay inflation relative to fund performance/discount management; however, meeting volumes and committee scope are extensive .