Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent Board Member of the Nuveen municipal closed‑end fund complex since 2021; born 1959; currently a Class II Board Member with term running to the 2026 annual meeting . Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI) from 2006–2019, with prior roles at ICI dating back to 1989; earlier career as an associate at two Washington, D.C. law firms. Education: B.A., Pennsylvania State University (1981); J.D., George Washington University National Law Center (1984) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment Company Institute (ICI) – Independent Directors Council (IDC) | Managing Director | 2006–2019 | Led education, communication, governance and policy initiatives for fund independent directors; advised IDC/ICI and industry on fund governance |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Supported regulatory, legislative and industry initiatives affecting funds and shareholders |
| Washington, D.C. law firms | Associate | Pre‑1989 | Legal training/experience prior to ICI |
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 and empowering survivors |
Board Governance
- Independence: All Board Members, including Lancellotta, are not “interested persons” of the Funds or Adviser under the 1940 Act and have never been employees of TIAA or Nuveen; deemed Independent Board Members .
- Committees and roles (standing committees are fully independent):
- Investment Committee: Co‑Chair (with Joseph A. Boateng); committee oversees fund performance and investment risk .
- Audit Committee: Member; committee is composed of seven independent members, chaired by John K. Nelson .
- Dividend Committee: Member; authorizes distributions .
- Nominating & Governance Committee: Member; chaired by Robert L. Young .
- Board leadership: Independent Chair of the Board is Robert L. Young .
- Attendance: Each Board Member attended at least 75% of Board and relevant committee meetings in the last fiscal year .
- Meeting intensity (Massachusetts Quality fund, last fiscal year): Regular Board 5; Special Board 10; Executive 4; Dividend 8; Compliance/Risk 4; Audit 13; Nominating & Governance 6; Investment 4; Closed‑End Funds 4 .
Fixed Compensation
- Structure (effective January 1, 2025):
- Annual retainer (Independent Board Member): $350,000 .
- Committee membership retainers: Audit and Compliance $35,000 each; Investment $30,000; Dividend, Nominating & Governance, and Closed‑End Funds $25,000 each .
- Chair retainers: Board Chair $150,000; Audit and Compliance Chairs $35,000; Investment Committee Chair/Co‑Chair $30,000; Dividend/Nominating & Governance/Closed‑End Chairs $25,000 .
- Ad hoc meetings: $1,000 or $2,500 per meeting depending on length/immediacy .
- Special assignment committees: Chair/Co‑Chair quarterly fee starting at $1,250; members quarterly fee starting at $5,000 .
- Prior structure (pre‑January 1, 2025): Lower committee and chair retainers (e.g., Audit/Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed‑End $20,000; Board Chair $140,000) .
| Component | Amount | Effective Date |
|---|---|---|
| Annual Board retainer | $350,000 | Jan 1, 2025 |
| Audit Committee membership | $35,000 | Jan 1, 2025 |
| Compliance Committee membership | $35,000 | Jan 1, 2025 |
| Investment Committee membership | $30,000 | Jan 1, 2025 |
| Dividend/Nominating/Closed‑End membership | $25,000 (each) | Jan 1, 2025 |
| Board Chair | $150,000 | Jan 1, 2025 |
| Audit/Compliance Chair | $35,000 (each) | Jan 1, 2025 |
| Investment Committee Chair/Co‑Chair | $30,000 | Jan 1, 2025 |
| Dividend/Nominating/Closed‑End Chair | $25,000 (each) | Jan 1, 2025 |
| Ad hoc meeting fee | $1,000–$2,500 per meeting | Ongoing |
| Special assignment committee fees | Chair/Co‑Chair from $1,250; Member from $5,000 quarterly | Ongoing |
- Deferred Compensation Plan: Independent Board Members may elect to defer fees; amounts credited to a book reserve account notionally invested in eligible Nuveen funds; distributions may be lump sum or over 2–20 years; funds are not liable for other funds’ obligations .
Performance Compensation
- No performance‑based bonuses, stock awards (RSUs/PSUs), or option awards are disclosed for Independent Board Members; compensation consists of cash retainers and committee fees with an optional deferred compensation election .
- No disclosed performance metrics (e.g., TSR, revenue, EBITDA) linked to director pay .
- Clawbacks, change‑of‑control, severance, or tax gross‑ups for Independent Board Members are not disclosed in the proxy; directors are not employees of the Funds .
Other Directorships & Interlocks
- Public company boards: None disclosed for Lancellotta; listed external role is JCADA (non‑profit) .
- Interlocks/conflicts: Proxy states all Board Members are independent and not employees of TIAA/Nuveen; no related‑party transactions disclosed for Lancellotta .
Expertise & Qualifications
- Fund governance expert with three decades at ICI/IDC, including leadership of the Independent Directors Council and advisory work on fund governance and director responsibilities .
- Legal training (J.D.) with experience in policy, education, and oversight relevant to investment company boards .
- Broad oversight remit across a unitary board serving 220 portfolios, reinforcing complex‑wide governance consistency .
Equity Ownership
- Beneficial holdings in the five Funds named in the proxy: $0 in each for Lancellotta (dollar range) .
- Aggregate dollar range of equity securities across all registered investment companies in the family overseen: “Over $100,000” for Lancellotta .
- Share counts in each Fund (as of Oct 22, 2025): 0 shares for Lancellotta in Arizona Quality, California AMT‑Free, California Value, California Quality, Massachusetts Quality; group holdings also 0 (note: includes share equivalents via Deferred Compensation Plan) .
- Ownership guideline: Board principle expects each Board Member to invest, directly or on a deferred basis, at least one year of compensation in funds within the Fund Complex .
| Measure | Arizona Quality | California AMT‑Free | California Value | California Quality | Massachusetts Quality | Aggregate Range (All Registered Investment Companies) |
|---|---|---|---|---|---|---|
| Dollar range of equity securities | $0 | $0 | $0 | $0 | $0 | Over $100,000 |
| Share count (as of 10/22/2025) | 0 | 0 | 0 | 0 | 0 | — |
- Insider trading activity: No Form 4 insider transactions found for “Lancellotta” at NMT from 2023‑01‑01 to 2025‑11‑20 (insider‑trades skill query result; none returned).
Compensation Received (Last Fiscal Year)
- Total compensation from Nuveen funds paid to Lancellotta: $469,250 .
- Massachusetts Quality fund compensation to Lancellotta: $518 .
- Selected fund compensation amounts (illustrative of allocation across the complex): California Quality $8,400; California AMT‑Free $2,866; Arizona Quality $653; California Value $873 .
| Fund | Compensation to Lancellotta (USD) |
|---|---|
| Arizona Quality | $653 |
| California AMT‑Free | $2,866 |
| California Value | $873 |
| California Quality | $8,400 |
| Massachusetts Quality | $518 |
| Total from Nuveen Funds | $469,250 |
Governance Assessment
- Strengths: Independent director with deep fund governance expertise; serves as Co‑Chair of the Investment Committee and member of Audit, Dividend, and Nominating & Governance committees—indicating high engagement and influence over performance oversight, valuation, auditing, distribution policy, and board composition . Attendance meets the ≥75% threshold; board leadership is independent; committees are fully independent, reinforcing checks and balances .
- Alignment: Formal expectation to invest at least one year’s compensation in fund family; aggregate holdings “Over $100,000,” with the option to defer compensation into fund‑linked accounts, aligning interests with shareholders at the complex level .
- Pay structure: Cash‑heavy retainer plus committee and chair fees; increases effective 2025 suggest enhanced recognition of workload and responsibilities; no equity awards or performance‑linked metrics disclosed—typical of registered investment company boards without share‑based pay .
- Conflicts and red flags: No “interested person” ties; no related‑party transactions disclosed for Lancellotta; Section 16(a) compliance indicated; no insider Form 4 trades detected in the review window .
- Red flags to monitor: Zero direct holdings in each of the named Funds (despite aggregate complex‑level exposure via investment/deferred accounts); reliance on deferred comp for exposure may be viewed as less visible alignment at the individual fund level—mitigated by complex‑wide ownership expectation .
- Audit committee financial expert designation is not attributed to Lancellotta (others hold that designation), which may modestly limit technical audit leadership relative to peers; however, she is a sitting member of Audit .
Net investor confidence signal: Positive, driven by independence, committee leadership (Investment Co‑Chair), attendance compliance, and complex‑wide ownership expectations; no disclosed conflicts or related‑party transactions for Lancellotta. Continuous monitoring of compensation mix and any changes in committee roles or attendance is advised .