Amy Lancellotta
About Amy B. R. Lancellotta
Independent director born in 1959; serves on the Nuveen municipal funds’ unitary board since 2021, overseeing 217 portfolios across the Fund Complex. Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI), with deep fund governance expertise; B.A. Pennsylvania State University (1981) and J.D. George Washington University Law School (1984). Classified as an Independent Board Member (not an “interested person” of TIAA/Nuveen) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), ICI | Managing Director | 2006–2019 | Led fund-independent director education, governance and policy initiatives; advised IDC/ICI and industry on fund governance . |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Regulatory, legislative and governance work impacting regulated investment companies . |
| Washington, D.C. law firms | Associate | Pre-1989 | Securities/regulatory practice; foundation for governance/legal expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non-profit governance leadership . |
Board Governance
- Committee leadership: Co-Chair, Investment Committee (with Joseph Boateng), responsible for performance oversight and investment risk management; receives quarterly performance and risk reports from Nuveen groups .
- Committee memberships: Dividend Committee; Audit Committee; Nominating & Governance Committee; Investment Committee (Co-Chair) .
- Independence: All current Board Members, including Lancellotta, are independent under the 1940 Act and have never been employees/directors of TIAA/Nuveen or affiliates .
- Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year .
- NMZ meeting cadence (last fiscal year): Regular Board 4; Special Board 8; Executive 4; Dividend 10; Compliance 6; Audit 14; Nominating & Governance 5; Investment 4; Closed-End Fund 4 .
- Board leadership context: Independent Chair (Robert L. Young) sets agendas and oversees boardroom culture, enhancing independence and oversight .
Fixed Compensation
- Structure effective Jan 1, 2025: Annual retainer plus committee retainers; additional chair retainers; ad hoc meeting fees; special assignment committee fees; no pensions; optional Deferred Compensation Plan available to Independent Board Members .
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2025 . |
| Audit Committee membership retainer | $35,000 | Per member per year . |
| Compliance, Risk Mgmt & Reg Oversight membership retainer | $35,000 | Per member per year . |
| Investment Committee membership retainer | $30,000 | Per member per year . |
| Dividend Committee membership retainer | $25,000 | Per member per year . |
| Nominating & Governance membership retainer | $25,000 | Per member per year . |
| Closed-End Fund Committee membership retainer | $25,000 | Per member per year . |
| Board Chair additional retainer | $150,000 | Applies to Chair (not Lancellotta) . |
| Audit/Compliance Committee Chair additional retainer | $35,000 | If chair . |
| Investment Committee Chair/Co-Chair additional retainer | $30,000 | Applies to Lancellotta as Co-Chair . |
| Dividend/Nom&Gov/Closed-End Committee Chair retainer | $25,000 | If chair . |
| Ad hoc Board/Committee meeting fee | $1,000 or $2,500 | Based on length/immediacy . |
| Special assignment committee fees | Chair $1,250/qtr; Members $5,000/qtr | Starting amounts . |
| Pensions/retirement | None | No retirement or pension plans . |
| Deferred Compensation Plan | Available | Deferrals accrue as if invested in Nuveen funds . |
| Fund | Period | Aggregate compensation paid to Lancellotta |
|---|---|---|
| Nuveen Municipal High Income Opportunity Fund (NMZ) | FY ended Oct 31, 2024 | $4,427 . |
| All Nuveen Funds (Fund Complex) | Latest disclosed | $469,250 total compensation from Nuveen funds paid to Lancellotta . |
| NMZ Deferred fees (Participating Funds) | FY ended Oct 31, 2024 | $1,494 deferred (treated as if invested in Participating Funds) . |
Performance Compensation
| Element | Detail |
|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for directors . |
| Options | None disclosed for directors . |
| Annual/Target bonus | Not applicable to Independent Board Members . |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed/applicable to director compensation . |
| Clawbacks/COC/severance | Not applicable to Independent Board Members . |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Committee roles |
|---|---|---|---|
| JCADA | Non-profit | President; Director | Not specified . |
| Public company boards | Public | None disclosed | N/A . |
- Interlocks/conflicts: No public-company directorships; no related-party holdings noted for Lancellotta in companies under common control with the Adviser (contrast with table listing Thomas J. Kenny’s holdings; Lancellotta not listed) .
Expertise & Qualifications
- 30+ years fund governance leadership (IDC Managing Director) focused on education, governance and policy for independent fund directors .
- Legal training (J.D.) and prior law firm practice; seasoned on regulatory and securities matters .
- Broad oversight across 217 portfolios enhances cross-fund risk/performance perspective .
- Audit Committee member (not designated “audit committee financial expert” per charter; designated experts are Boateng, Nelson, Starr, Young) .
Equity Ownership
| Metric | NMZ (Municipal High Income) | Fund Complex Aggregate |
|---|---|---|
| Beneficial shares owned | 0 shares . | Aggregate dollar range: Over $100,000 across all registered investment companies overseen . |
| Ownership % of outstanding | 0.00% of 115,101,107 common shares outstanding . | |
| Vested vs unvested shares | Not applicable; directors do not receive equity awards . | |
| Deferred compensation | Deferred fees credited as if invested; NMZ FY2024 deferred $1,494 . | |
| Pledging/hedging | Not disclosed; no pledges indicated . | |
| Ownership guideline | Board principle expects at least one year of compensation invested directly or on a deferred basis in funds overseen . | |
| Compliance status | Direct holdings in funds listed show $0; aggregate across the complex reported Over $100,000; use of deferrals indicates engagement, but precise compliance with “one-year” threshold not explicitly stated . |
Governance Assessment
- Strengths: Independent status; broad committee engagement; Co-Chair of Investment Committee—direct influence on performance oversight and risk management; strong attendance; independent board chair, robust committee structure .
- Alignment: NMZ-specific direct ownership is 0, but aggregate complex ownership reported Over $100,000 and use of deferred compensation support alignment with fund shareholders; guideline permits deferred route; clearer disclosure of guideline compliance would further enhance confidence .
- Conflicts/RED FLAGS: No related-party transactions disclosed for Lancellotta; not employed by TIAA/Nuveen; no Section 16(a) delinquency; no tax gross-ups, options repricing, or pledging disclosed—low conflict profile .
- Compensation: Cash-heavy, role-based retainers with added chair fee for Investment Committee Co-Chair; no performance-linked pay, consistent with closed-end fund governance norms; workload evidenced by high committee meeting cadence (Audit 14; Dividend 10 at NMZ) .
Overall, Lancellotta’s deep fund-governance background and Investment Committee leadership are positives for board effectiveness at NMZ, with low conflict indicators. Transparency on ownership guideline compliance (given zero direct NMZ holdings) remains a minor watch item, mitigated by aggregate complex holdings and deferrals .