Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Amy B. R. Lancellotta (born 1959) is an Independent Board Member of Nuveen Virginia Quality Municipal Income Fund (NPV) and other Nuveen funds, serving since 2021; she is a lawyer by training (J.D., George Washington University Law School, 1984; B.A., Pennsylvania State University, 1981) with three decades of fund governance leadership at the Investment Company Institute (ICI) and its Independent Directors Council (IDC) . She oversees 218 portfolios in the Nuveen fund complex, is classified as a Class II Board Member with a term through the 2026 annual meeting, and is explicitly designated “Independent” under the 1940 Act and exchange standards (never an employee or director of TIAA or Nuveen or affiliates) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC, part of ICI) | Managing Director | 2006–2019 | Led education, governance and policy initiatives for fund independent directors; advised on fund governance issues |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Advanced industry initiatives affecting funds and shareholders |
| Washington, D.C. law firms | Associate | Pre-1989 | Legal background prior to ICI career |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non-profit board leadership; no public company board disclosed |
Board Governance
- Independence: All nominees and current Board Members (including Lancellotta) are not “interested persons” under the 1940 Act and have never been employees or directors of TIAA or Nuveen, thus deemed “Independent Board Members” .
- Committee assignments: Audit Committee member ; Dividend Committee member ; Nominating and Governance Committee member ; Investment Committee Co‑Chair .
- Responsibilities context: Audit Committee oversees financial reporting, auditor independence, valuation policy and financial risk disclosures ; Investment Committee oversees fund performance, risk, leverage/hedging, and portfolio-related matters .
- Attendance: Each Board Member attended at least 75% of applicable Board and committee meetings during the last fiscal year .
- Term and service: Joined the Board in 2021; Class II term runs to 2026 for NPV .
Meetings held (last fiscal year) – Virginia Municipal (NPV):
| Meeting Type | Count |
|---|---|
| Regular Board | 5 |
| Special Board | 8 |
| Executive Committee | 8 |
| Dividend Committee | 10 |
| Compliance, Risk Management & Regulatory Oversight Committee | 6 |
| Audit Committee | 15 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
Compensation structure (effective January 1, 2024; increases noted effective January 1, 2025):
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $350,000 | Independent Board Members |
| Committee Membership Retainer – Audit | $30,000 → $35,000 (2025) | Per member, annual |
| Committee Membership Retainer – Compliance, Risk Mgmt & Regulatory Oversight | $30,000 → $35,000 (2025) | Per member, annual |
| Committee Membership Retainer – Investment | $20,000 → $30,000 (2025) | Per member, annual |
| Committee Membership Retainer – Dividend | $20,000 → $25,000 (2025) | Per member, annual |
| Committee Membership Retainer – Nominating & Governance | $20,000 → $25,000 (2025) | Per member, annual |
| Committee Membership Retainer – Closed‑End Funds | $20,000 → $25,000 (2025) | Per member, annual |
| Chair/Co‑Chair – Board | $140,000 → $150,000 (2025) | Annual |
| Chair/Co‑Chair – Audit & Compliance | $30,000 → $35,000 (2025) | Annual |
| Chair/Co‑Chair – Investment | $20,000 → $30,000 (2025) | Annual |
| Chair/Co‑Chair – Dividend, Nominating & Governance, Closed‑End Funds | $20,000 → $25,000 (2025) | Annual |
| Ad hoc Board/Committee meetings | $1,000 or $2,500 | Depending on length/immediacy |
| Special assignment committees | Chair/co‑chair quarterly fee from $1,250; members quarterly fee from $5,000 |
2023 legacy structure (pre‑2024):
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $210,000 | 2023 amount |
| Regular Board meetings | $7,250 per day | Per day attendance |
| Special Board meetings | $4,000 per meeting | |
| Audit, Closed‑End, Investment Committee meetings | $2,500 per meeting | |
| Compliance, Risk Mgmt & Regulatory Oversight Committee meetings | $5,000 per meeting | |
| Dividend Committee meetings | $1,250 per meeting | |
| All other committee meetings | $500 per meeting | |
| Executive Committee acting as IPO pricing committee | $100 per meeting | |
| Site visits (service providers) | $5,000 per day | |
| Board Chair retainer | $140,000 | |
| Committee chair retainers | $20,000 | Audit, Dividend, Compliance, N&G, Closed‑End, Investment |
Actual compensation paid (last fiscal year):
| Scope | Amount to Lancellotta |
|---|---|
| NPV (Virginia Municipal) – Aggregate from Fund | $1,126 |
| Total compensation from funds in the Fund Complex | $469,250 |
Deferred compensation elections:
- Independent Board Members may elect to defer compensation into a notional account tracking eligible Nuveen funds; distributions can be lump sum or over 2–20 years; Fund has no liability for other funds’ obligations under the plan .
- Deferred fees (illustrative amounts): For NPV, Lancellotta has $395 in deferred fees/payable under the plan; similar amounts are shown for other funds (see Appendix table) .
Performance Compensation
- No performance‑based incentives (no bonus, stock awards, option awards, or stated performance metrics) are disclosed for Independent Board Members; compensation is retainers/fees with an optional deferred compensation plan .
- The Funds do not have retirement or pension plans for Board Members .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committees | Dates | Interlock/Conflict Note |
|---|---|---|---|---|---|
| JCADA | Non‑profit | President; Director | — | President since 2023; Director since 2020 | Non‑profit; no public company directorship disclosed |
Expertise & Qualifications
- Fund governance expertise: Led IDC and advised ICI, independent directors and the fund industry on governance and fiduciary responsibilities; directed education and policy initiatives .
- Legal training: J.D. (1984) and prior associate roles at Washington, D.C. law firms .
- Industry experience: 30 years at ICI/IDC; deep knowledge of regulated investment companies and board governance .
- Oversight scale: Oversees 218 portfolios in the Nuveen fund complex .
Equity Ownership
| Item | Lancellotta Position |
|---|---|
| NPV dollar range of equity securities beneficially owned | $0 |
| NPV shares owned (including share equivalents via deferred comp plan) | 0 |
| NPV shares outstanding (Common; Preferred) | 18,245,696 Common; 1,280 VRDP |
| Ownership % of NPV Common | 0.00% (derived from 0/18,245,696) |
| Aggregate range of equity securities in all registered investment companies overseen (family of investment companies) | Over $100,000 |
As of Feb 18, 2025, each Board Member’s individual beneficial shareholdings of each Fund were less than 1% of outstanding shares; Board Members and officers as a group also owned less than 1% for each Fund .
Governance Assessment
- Strengths: Independence clearly established; extensive fund governance expertise; active engagement across key oversight committees (Audit, Nominating & Governance, Dividend) and serves as Co‑Chair of the Investment Committee—directly aligned with performance and risk oversight .
- Engagement: Board and committees met frequently; each Board Member attended ≥75% of applicable meetings—supports effective oversight cadence for NPV (Audit met 15 times; Dividend 10; etc.) .
- Compensation structure: Shift from 2023 per‑meeting fees to 2024+ fixed annual retainers for committee membership/chairs enhances predictability but maintains at‑risk (time/role‑based) elements via ad hoc/special assignment fees; Lancellotta’s actual aggregate compensation from NPV was $1,126 and $469,250 across the complex .
- Alignment considerations (RED FLAG for some investors): No direct ownership in NPV (zero shares; $0 dollar range), though she reports “Over $100,000” aggregate holdings across the family of registered investment companies; participation in the deferred compensation plan links her compensation to fund performance but is not direct share ownership of NPV .
- Conflicts/related‑party: No related‑party transactions or holdings disclosed for Lancellotta in the adviser‑affiliated private vehicles list; Section 16(a) compliance indicated for Board Members/officers .
Citations:
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