Amy B. R. Lancellotta

About Amy B. R. Lancellotta

Independent director of the Nuveen fund complex since 2021; born 1959; former Managing Director of the Independent Directors Council (IDC) within the Investment Company Institute (ICI) from 2006–2019 after prior roles at ICI (1989–2006) and earlier as an associate at two Washington, D.C. law firms. She holds a B.A. from Pennsylvania State University (1981) and a J.D. from George Washington University Law School (1984), and currently serves as President (since 2023) and Director (since 2020) of the Jewish Coalition Against Domestic Abuse (JCADA). Her current term on the Boards for the Funds in scope (including NOM’s family) is Class II through the 2026 annual meeting; she joined the Nuveen Boards in 2021.

Past Roles

External Roles

Board Governance

• Independence status: Listed among Board Members who are not “interested persons” (independent). Committees she serves on are composed entirely of Independent Board Members under NYSE/NASDAQ standards for closed‑end funds.
• Election cycle: Class II Board Member; current term ends at the 2026 annual meeting (including as a Class II nominee for Multi‑Market Income).
• Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year.

Committee assignments and roles:

• Audit Committee: Member; Chair is John K. Nelson; committee oversees financial reporting, auditor independence, and valuation oversight; audit committee financial experts are Moschner, Nelson, Starr, and Young (Lancellotta is not designated as a financial expert).
• Nominating & Governance Committee: Member; Chair is Robert L. Young; oversees board evaluations, governance, committee rotations, and director education.
• Investment Committee: Co‑Chair (with Joseph A. Boateng); oversees fund performance and investment risk management across the Nuveen funds.
• Dividend Committee: Member; Chair is Matthew Thornton III; declares distributions subject to Board ratification.
• Not a member: Compliance, Risk Management & Regulatory Oversight Committee (Chair: Margaret L. Wolff); Executive Committee; Closed‑End Fund Committee.

Meetings (NOM = Nuveen Missouri Quality Municipal Income Fund “Missouri Municipal”):

Fixed Compensation

Director compensation framework (Independent Board Members):

• 2023 (old model): $210,000 annual retainer plus per‑meeting fees (e.g., $7,250 for regular Board days; $2,500 per Audit, Closed‑End, Investment; $5,000 per Compliance; $1,250 per Dividend; $500 other committees), plus Board/committee chair retainers ($20,000; Board Chair $140,000).
• Effective Jan 1, 2024 (new model): $350,000 annual retainer plus annual committee membership retainers: Audit & Compliance $30,000 (increasing to $35,000 in 2025); Investment $20,000 (to $30,000 in 2025); Dividend, Nominating & Governance, Closed‑End $20,000 (to $25,000 in 2025). Chair/Co‑Chair retainers: Audit & Compliance $30,000 (to $35,000 in 2025); Investment $20,000 (to $30,000 in 2025); Dividend, Nominating & Governance, Closed‑End $20,000 (to $25,000 in 2025); ad hoc meeting fees of $1,000–$2,500 also available.

Personal compensation reported (last fiscal year):

Eligibility based on current assignments (per 2024/2025 policy):

• Base retainer: $350,000 (effective 1/1/2024).
• Committee membership retainers applicable to Lancellotta: Audit ($30,000 in 2024; $35,000 in 2025), Investment ($20,000; $30,000), Dividend ($20,000; $25,000), Nominating & Governance ($20,000; $25,000).
• Committee chair retainer: Investment Committee Co‑Chair ($20,000 in 2024; $30,000 in 2025).

Deferred compensation:

• Participation option via the Deferred Compensation Plan; deferred amounts notionally invested in eligible Nuveen funds; distributions paid in lump sum or over 2–20 years; table of total deferred fee balances per fund shows balances for Lancellotta (e.g., Preferred & Income Opportunities $3,277; Variable Rate Preferred & Income $811; etc.).

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Fund governance and regulatory expert: 30 years at ICI/IDC, including 13 years as IDC Managing Director; deep experience advising on fund director responsibilities, governance policy, and education.
• Legal training: J.D. (1984), George Washington University Law School; early career as law firm associate.
• Investment oversight leadership: Co‑Chair of the Investment Committee overseeing fund performance and investment risk across the Nuveen funds.
• Not designated an “audit committee financial expert” (committee experts are Moschner, Nelson, Starr, Young).

Equity Ownership

Beneficial ownership and alignment (as of dates shown):

• Dollar range in NOM’s fund family (by fund) shows $0 in Missouri Municipal for Lancellotta; aggregate range across all registered investment companies overseen: “Over $100,000.”
• Each Board Member’s individual beneficial shareholdings in each fund were <1% as of Feb 18, 2025; Board Members and officers as a group also <1% in each fund.
• Appendix A notes share equivalents include Deferred Compensation Plan investments where applicable (i.e., notional holdings tracked to Nuveen funds).

Selected ownership disclosures:

Ownership guideline:

• Governance principle: each Board Member is expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in funds in the Fund Complex (compliance status for specific directors not disclosed).

Governance Assessment

Strengths

• Deep fund governance pedigree (ex‑IDC Managing Director), enhances board process, oversight of policy, and director education.
• Leadership role as Investment Committee Co‑Chair, directly tied to performance and investment risk oversight; committees comprised entirely of independent directors.
• Attendance: at least 75% of applicable board/committee meetings; significant meeting cadence at NOM’s fund underscores workload.

Alignment and incentives

• Fixed-fee model streamlined in 2024 with sizable base retainer and transparent committee retainers; optional deferred comp aligns economics to Nuveen funds’ performance through notional investments.
• Aggregate fund family ownership disclosed “Over $100,000,” but NOM-specific holdings show $0; the board’s stated guideline expects at least one year of compensation invested across the complex—individual compliance is not disclosed.

Conflicts and red flags

• No related‑party transactions or affiliate‑advised private company holdings disclosed for Lancellotta (contrast: another director’s affiliate-advised private holdings are disclosed explicitly).
• Not designated an audit committee financial expert; however, she serves on the Audit Committee alongside designated financial experts.
• No Form 4 insider trading filings located for NOM, consistent with closed‑end fund trustee status. [6]

Election/tenure signal

• Class II term through 2026 annual meeting; joined Board in 2021—continuity with experienced governance chair/committee leaders (e.g., Audit Chair Nelson; N&G Chair Young; Dividend Chair Thornton).

Overall: Strong governance/process expertise with material committee workload and leadership on investment oversight. Alignment is primarily via cash/deferred compensation and complex‑wide fund exposure rather than direct ownership in NOM; compliance with one‑year ownership expectation is not individually reported. No specific conflict red flags identified in disclosures.