Amy Lancellotta
About Amy B. R. Lancellotta
Independent trustee of Nuveen Core Plus Impact Fund (NPCT) since 2021; born 1959. Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI) (2006–2019) after various roles at ICI (1989–2006); previously an associate at two Washington, D.C. law firms. Education: B.A., Pennsylvania State University (1981); J.D., George Washington University Law School (1984). Oversees 218 portfolios across the Nuveen/TIAA fund complex. Term: Class II trustee through the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (ICI) | Managing Director | 2006–2019 | Led fund independent director education, governance, and policy initiatives for the industry |
| Investment Company Institute | Various positions | 1989–2006 | Regulatory, legislative, and governance support for regulated funds |
| Washington, D.C. law firms | Associate | Not disclosed | Legal practice prior to joining ICI |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non-profit governance and leadership |
Board Governance
- Independence: Classified as “Independent Board Member” (not an “interested person” under the 1940 Act; never employed by TIAA/Nuveen). Independent Chair structure with Robert L. Young as Chair. Unitary board model across Nuveen/TIAA fund complex.
- Committees (NPCT and complex):
- Investment Committee: Co‑Chair (with J. Boateng); committee oversees fund performance and investment risks.
- Audit Committee: Member (Chair: J. Nelson); SEC-defined audit committee financial experts include Nelson, Moschner, Starr, and Young.
- Nominating & Governance Committee: Member (Chair: R. Young).
- Dividend Committee: Member (Chair: M. Thornton).
- Not listed on Executive or Closed-End Fund Committees.
- Attendance: Each trustee attended at least 75% of board and committee meetings during the last fiscal year.
- Board/Committee activity (NPCT, last fiscal year): 5 regular board; 9 special board; 5 executive; 10 dividend; 5 compliance/risk; 14 audit; 5 nominating & governance; 4 investment; 4 closed‑end fund meetings.
- Elections and holdovers: In May 2024, NPCT’s Class III nominees failed to achieve the majority vote threshold; Class III trustees (Medero, Starr, Thornton) continue as “holdover” until successors are elected (election scheduled again in 2025). Lancellotta (Class II) continues with term expiring 2026.
Fixed Compensation
Compensation structure moved from a meeting‑fee model (2023) to higher annual retainers and committee membership retainers (2024), with further increases effective Jan 1, 2025.
| Component | 2023 (pre‑1/1/2024) | 2024 (from 1/1/2024) | 2025 (from 1/1/2025) |
|---|---|---|---|
| Independent Board Member annual retainer | $210,000 | $350,000 | $350,000 |
| Audit Committee – membership retainer | Per‑meeting model (see below) | $30,000 | $35,000 |
| Compliance, Risk & Regulatory Oversight – membership retainer | Per‑meeting model | $30,000 | $35,000 |
| Investment Committee – membership retainer | Per‑meeting model | $20,000 | $30,000 |
| Dividend Committee – membership retainer | Per‑meeting model | $20,000 | $25,000 |
| Nominating & Governance – membership retainer | Per‑meeting model | $20,000 | $25,000 |
| Closed-End Funds – membership retainer | Per‑meeting model | $20,000 | $25,000 |
| Board Chair add’l retainer | $140,000 | $140,000 | $150,000 |
| Audit/Compliance Chair add’l retainer | $20,000 | $30,000 | $35,000 |
| Investment Chair add’l retainer | $20,000 | $20,000 | $30,000 |
| Dividend/N&G/Closed-End Chairs add’l retainer | $20,000 | $20,000 | $25,000 |
| Ad hoc meeting fees | N/A | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting |
2023 per‑meeting schedule (pre‑1/1/2024):
- Board: $7,250 per day (regular); $4,000 per special meeting.
- Audit, Closed‑End Funds, Investment: $2,500 per meeting (members).
- Compliance, Risk & Regulatory Oversight: $5,000 per meeting.
- Dividend: $1,250 per meeting; Other committees: $500 per meeting; pricing committee: $100. Chair adders: Board $140,000; committee chairs $20,000.
Actual compensation paid (last fiscal year):
| Item | Amount |
|---|---|
| NPCT (Core Plus Impact) – aggregate paid to Lancellotta | $1,454 |
| Total from funds in the Fund Complex – paid to Lancellotta | $469,250 |
| NPCT – deferred fees (booked under the Deferred Compensation Plan) | $482 |
Additional notes:
- No retirement or pension plans; optional Deferred Compensation Plan available; distributions are in cash tied to notional fund returns.
Performance Compensation
| Performance‑linked metrics in director pay | Disclosure |
|---|---|
| Use of performance metrics (revenue/EBITDA/TSR/ESG) | None disclosed for independent trustees; compensation consists of retainers, committee retainers, meeting/ad hoc fees; deferred compensation available; no equity awards disclosed |
Other Directorships & Interlocks
| Type | Company/Organization | Role | Tenure |
|---|---|---|---|
| Public company boards | None disclosed | — | — |
| Non‑profit/other | Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 |
No related‑party security holdings are disclosed for Lancellotta in Appendix A’s table of board members holding securities of companies advised by affiliates (table lists only T. Kenny as having such positions).
Expertise & Qualifications
- Fund governance and board leadership from decades at ICI/IDC; policy, regulation, and director education expertise.
- Legal training (J.D.) and experience; industry experience across mutual funds and closed‑end funds; oversees 218 portfolios, indicating broad cross‑fund oversight.
- Serves as Co‑Chair of the Investment Committee, directly involved in oversight of investment performance and risk.
Equity Ownership
| Measure | NPCT (Core Plus Impact) | Complex‑wide |
|---|---|---|
| Dollar range of beneficial ownership | $0 | Over $100,000 across the family of investment companies |
| Shares owned | 0 shares | Not aggregated in shares; complex‑wide value shown above |
| Ownership as % outstanding | <1% (each trustee individually, all funds) | — |
Ownership guideline: Each trustee is expected to invest at least the equivalent of one year of compensation in funds within the complex (directly or via deferral). Individual compliance status is not disclosed.
Insider trades (Section 16 Forms 4):
| Period searched | Person | Result | Note |
|---|---|---|---|
| 2024-01-01 to 2025-11-20 | Amy Lancellotta | None found | No Form 4 transactions identified via insider-trades skill during this period; the proxy notes trustees complied with Section 16(a) filing requirements in the last fiscal year |
Governance Assessment
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Strengths
- Independent trustee; board has an independent Chair and a unitary model that deepens oversight consistency across funds.
- Co‑Chair of the Investment Committee (central to performance and risk oversight); member of Audit, Nominating & Governance, and Dividend Committees.
- Active governance cadence: NPCT held 5 regular and 9 special board meetings, plus frequent committee sessions in the last fiscal year; Lancellotta met 75%+ attendance threshold.
-
Watch items / Potential red flags
- Alignment: Lancellotta reports $0 ownership and 0 shares in NPCT specifically, though she reports “Over $100,000” across the complex; NPCT‑specific alignment may be perceived as limited by some investors.
- Election dynamics: NPCT’s 2024 shareholder meeting failed to elect Class III nominees (holdover trustees remain until successors are elected); recurring adjournments and holdovers can be viewed as governance friction.
- Pay inflation risk: Board moved from meeting‑fee model to materially higher fixed retainers in 2024 with further increases in 2025 (committee membership and chair fees); investors may monitor whether pay growth tracks governance demands and fund outcomes.
- Activist ownership present: Saba Capital disclosed 7.14% of NPCT common shares as of Feb 18, 2025—potential for governance pressure or campaigns.
- Positive by‑law change: Elimination of “control share” provisions in 2024 may be viewed as shareholder‑friendly.
-
Independence and conflicts
- Classified as independent; never employed by TIAA/Nuveen; not listed with related‑party holdings in affiliate‑advised companies.
Overall, Lancellotta brings deep fund governance and regulatory expertise, chairs a key oversight committee (Investment), and is broadly engaged across committees. The primary alignment watchpoint is her reported $0 ownership in NPCT, amid a complex‑wide ownership expectation equal to one year’s compensation; investors may seek additional clarity on aggregate ownership and approach to NPCT‑specific holdings.