Amy Lancellotta

About Amy B. R. Lancellotta

Amy B. R. Lancellotta (born 1959) is an Independent Board Member of Nuveen New York Municipal Value Fund (NNY), serving since 2021 with her current term designated Class II through the 2026 annual meeting of shareholders . She spent 30 years at the Investment Company Institute (ICI) and led its Independent Directors Council (IDC) as Managing Director from 2006 to 2019; she holds a B.A. from Pennsylvania State University (1981) and a J.D. from George Washington University Law School (1984) . She also serves as President (since 2023) and Board Member (since 2020) of the Jewish Coalition Against Domestic Abuse (JCADA) .

Past Roles

External Roles

Board Governance

• Independence: All current Board Members (including Lancellotta) are “not interested persons” under the 1940 Act and are deemed Independent Board Members; independence also aligns with NYSE/NASDAQ closed-end fund standards .
• Committee assignments:
  • Investment Committee: Co‑Chair (with Joseph Boateng); committee of all Independent Board Members .
  • Audit Committee: Member; committee composed solely of Independent Board Members; chaired by John K. Nelson .
  • Dividend Committee: Member; chaired by Matthew Thornton III .
  • Nominating & Governance Committee: Member; chaired by Robert L. Young .
• Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year .
• Term and service: Class II director with term expiring at the 2026 annual meeting; service since 2021 .

Board and Committee Meetings – New York Value (NNY)

Fixed Compensation

• Current structure (effective January 1, 2025): Annual retainer $350,000; plus annual retainers for committee membership: Audit $35,000; Compliance, Risk Mgmt & Regulatory Oversight $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End Funds $25,000. Committee chairs receive additional retainers: Board Chair $150,000; Audit and Compliance Chairs $35,000; Investment Chair/Co‑Chair $30,000; Dividend/Nominating/Closed‑End Chairs $25,000. Ad hoc meeting fees $1,000–$2,500; special assignment committee fees quarterly (Chair from $1,250; members from $5,000) .
• Prior structures:
  • Calendar year 2023: Annual retainer $210,000; per‑meeting fees ranging from $500 to $7,250 depending on meeting type; additional chair retainers (Board Chair $140,000; committee chairs $20,000); site visit fees $5,000/day; allocation based on net assets .
  • Prior to January 1, 2025 (calendar 2024): Annual retainer $350,000; membership retainers: Audit & Compliance $30,000 each; Investment $20,000; Dividend/Nominating/Closed‑End $20,000; Chair/Co‑Chair retainers scaled accordingly; ad hoc fees and special assignment fees similar to current framework .

NNY-Specific Compensation Paid

• Deferred Compensation: Independent Board Members may elect to defer compensation; deferrals are credited to a book reserve account whose value tracks selected eligible Nuveen funds; distributions can be lump sum or over 2–20 years; no retirement or pension plans for Board Members .

Performance Compensation

No performance-linked compensation is disclosed for Independent Board Members; pay is comprised of retainers, meeting fees, and chair fees with optional deferral mechanics .

Other Directorships & Interlocks

No current public company directorships are disclosed for Lancellotta in the proxy; prior roles are within industry associations and non‑profits .

Expertise & Qualifications

• 30 years with ICI and IDC, spanning regulatory, legislative, and governance matters for registered investment companies; led IDC’s education and policy initiatives that support fund independent directors .
• Legal training (J.D.) and prior law firm experience; governance leadership in non‑profit sector (JCADA) .

Equity Ownership

• Ownership guideline: Nuveen funds boards expect each Board Member to invest, directly or on a deferred basis, at least one year of compensation in the Fund Complex; individual compliance is not explicitly disclosed for each director .
• Pledging/hedging: No pledging or hedging disclosures identified for Lancellotta in the proxy .

Governance Assessment

• Strengths
  • Independence and cross‑committee engagement: Audit, Dividend, Nominating & Governance member; Co‑Chair of Investment Committee—indicates deep involvement in oversight (valuation, performance, risk, governance) .
  • Attendance: At least 75% of Board and committee meetings, with robust meeting cadence at NNY (e.g., 14 Audit Committee meetings in FY) supporting active oversight .
  • Credentials: Decades of fund governance leadership at IDC/ICI; legal background enhances regulatory and governance competency .
• Watch items / potential red flags
  • Direct NNY ownership is $0 with 0 shares; while aggregate holdings across the Fund Complex are “Over $100,000,” the board’s guideline targets at least one year of compensation, and the proxy does not disclose individual compliance—monitor for alignment updates in future proxies .
  • No related‑party transactions or conflicts involving Lancellotta are disclosed; continue monitoring given broader Fund Complex relationships (none cited for her) .

Overall, Lancellotta’s governance profile supports investor confidence through independence, leadership as Investment Committee Co‑Chair, and high meeting involvement, with alignment primarily via aggregate Fund Complex exposure rather than NNY‑specific ownership .