Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Amy B. R. Lancellotta (born 1959) is an Independent Board Member of Nuveen Variable Rate Preferred & Income Fund (NPFD), serving since 2021; she is currently a Class II trustee with a term expiring at the 2026 annual meeting of shareholders . She previously served as Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI) from 2006–2019, after holding various roles at ICI since 1989; she holds a B.A. from Pennsylvania State University (1981) and a J.D. from George Washington University Law School (1984) . All NPFD trustees, including Ms. Lancellotta, are deemed independent under the Investment Company Act of 1940 and have never been employees or directors of TIAA or Nuveen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), ICI | Managing Director | 2006–2019 | Led fund governance, director education, policy initiatives supporting independent directors |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Regulatory and governance engagement for registered funds |
| Washington, D.C. law firms | Associate | Pre-1989 | Legal experience preceding fund-industry roles |
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 community safety and survivor support |
Board Governance
- Independence: NPFD’s trustees, including Ms. Lancellotta, are independent as defined by the 1940 Act; none have been employees or directors of TIAA/Nuveen or affiliates .
- Tenure: NPFD Class II Trustee; current term expires at the 2026 annual meeting .
- Committee assignments (unitary board across Nuveen closed-end funds):
- Investment Committee: Co-Chair (with Mr. Boateng) .
- Audit Committee: Member .
- Nominating & Governance Committee: Member .
- Dividend Committee: Member .
- Attendance: During the last fiscal year, each Board Member attended at least 75% of Board and committee meetings; NPFD held 5 regular Board, 8 special Board, 8 Executive, 8 Dividend, 6 Compliance, 14 Audit, 5 Nominating, 4 Investment, and 4 Closed-End Fund Committee meetings .
- Board structure: Unitary board across the fund complex; independent Chair is Robert L. Young .
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Jan 1, 2024 | Replaced prior structure emphasizing per-meeting fees |
| Audit Committee membership retainer | $30,000 → $35,000 | $30k in 2024; $35k from Jan 1, 2025 | Ms. Lancellotta is a member |
| Investment Committee membership retainer | $20,000 → $30,000 | $20k in 2024; $30k from Jan 1, 2025 | Ms. Lancellotta is co-chair |
| Dividend Committee membership retainer | $20,000 → $25,000 | $20k in 2024; $25k from Jan 1, 2025 | Ms. Lancellotta is a member |
| Nominating & Governance membership retainer | $20,000 → $25,000 | $20k in 2024; $25k from Jan 1, 2025 | Ms. Lancellotta is a member |
| Investment Committee chair/co-chair additional retainer | $20,000 → $30,000 | $20k in 2024; $30k from Jan 1, 2025 | Applies to Ms. Lancellotta as co-chair |
| NPFD (fund-level) aggregate compensation paid to Ms. Lancellotta | $2,328 | Last fiscal year (NPFD FYE July 31, 2024) | Compensation allocated by fund net assets |
| Total compensation across fund complex paid to Ms. Lancellotta | $469,250 | Last fiscal year | Includes deferred amounts, allocated across Nuveen fund complex |
Structural change: In 2024 the board shifted from per-meeting fees (e.g., $7,250 regular, $4,000 special) to higher fixed retainers and committee retainers, increasing the guaranteed (fixed) portion of director pay and reducing meeting-driven variability .
Performance Compensation
| Item | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs), options, performance-based pay | Not disclosed; independent trustees compensated via cash retainers and committee fees; no stock-based awards for fund trustees . |
| Deferred compensation | Available via a book reserve tracking eligible Nuveen funds; distributions elected lump sum or 2–20 years; Ms. Lancellotta’s NPFD deferred amount credited was $811 for the last fiscal year . |
| Clawbacks, severance, CoC triggers, tax gross-ups | Not disclosed/applicable for independent fund trustees in NPFD proxy . |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| JCADA | Non-profit | President/Director | No direct fund-industry interlock indicated |
| Public company boards | — | — | None disclosed for Ms. Lancellotta . |
Expertise & Qualifications
- 30+ years in fund governance and regulatory advocacy at ICI/IDC; led director education and policy initiatives impacting mutual fund boards .
- Legal training (J.D.) and prior law firm experience; deep understanding of securities regulation and board oversight .
- Serves as co-chair of the Investment Committee—signals strong engagement with performance oversight and investment risk management across funds .
Equity Ownership
| Metric | NPFD | Fund Complex |
|---|---|---|
| NPFD shares owned (beneficial) | 0 | — |
| Dollar range in NPFD | $0 | — |
| Aggregate range of holdings in all registered investment companies overseen | — | Over $100,000 |
| Ownership as % of NPFD outstanding | <1% (for each trustee) | — |
| Pledging/hedging of shares | Not disclosed | — |
The board’s governance principle expects each trustee to invest at least the equivalent of one year’s compensation in funds within the complex; individual compliance status is not disclosed. Ms. Lancellotta’s aggregate holdings exceed $100,000, while NPFD-specific holdings are $0 .
Governance Assessment
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Strengths:
- Independence, multi-committee service, and Investment Committee co-chair role enhance board effectiveness and oversight of performance and risk .
- Strong attendance (≥75% threshold met) supports engagement reliability; NPFD’s high Audit Committee cadence (14 meetings) indicates robust financial oversight .
- Compensation is transparent, standardized, and aligned to committee responsibilities; deferred plan promotes long-term perspective without equity dilution .
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Watch items:
- NPFD-specific ownership is $0; while aggregate complex holdings are “Over $100,000,” the proxy does not disclose whether the one-year-compensation investment guideline is fully met at the individual level—a potential alignment question for some investors .
- No related-party transactions or cross-holdings are disclosed for Ms. Lancellotta, which is positive; continue monitoring for any future changes or interlocks .
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Red flags: None identified for Ms. Lancellotta in Section 16 filings (funds reported timely compliance) and no disclosed related-party transactions involving her .