Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent Board Member of Nuveen New York AMT‑Free Quality Municipal Income Fund (NRK); year of birth 1959; joined the Nuveen closed‑end funds Board in 2021. Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI) (2006–2019) and prior ICI roles (1989–2006); J.D., George Washington University Law Center (1984); B.A., Pennsylvania State University (1981) . She is classified as an Independent Board Member (not an “interested person” under the 1940 Act) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), ICI | Managing Director | 2006–2019 | Led education, governance and policy initiatives for fund independent directors; advised IDC/ICI on fund governance . |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Worked across regulatory, legislative, and industry initiatives affecting funds/shareholders . |
| Washington, D.C. law firms (two) | Associate | Pre‑1989 | Legal training and practice preceding ICI tenure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non‑profit board leadership; power‑based violence prevention . |
Board Governance
- Independence: Deemed an Independent Board Member; no employment/affiliation with Nuveen/TIAA or their affiliates .
- Committee assignments and chair roles:
- Investment Committee: Co‑Chair .
- Audit Committee: Member .
- Dividend Committee: Member .
- Nominating & Governance Committee: Member .
- Not listed on Compliance, Risk Management & Regulatory Oversight Committee; not on Executive Committee or Closed‑End Fund Committee .
- Attendance: Each Board Member attended at least 75% of Board/committee meetings in the last fiscal year .
- Board leadership: Independent Chair of the Board (Robert L. Young) sets agendas and leads governance; unitary board structure across Nuveen funds .
NRK Board and Committee Activity
| Meeting Type | FY 2024 (ended Feb 28/29, 2024) | Stub Period (Mar 1–Aug 31, 2024) |
|---|---|---|
| Regular Board | 4 | 3 |
| Special Board | 7 | 3 |
| Executive Committee | 3 | 4 |
| Dividend Committee | 10 | 4 |
| Compliance Committee | 4 | 2 |
| Audit Committee | 14 | 7 |
| Nominating & Governance | 6 | 2 |
| Investment Committee | 3 | 2 |
| Closed‑End Fund Committee | 4 | 2 |
Fixed Compensation
- Current fee structure (effective Jan 1, 2025):
- Board annual retainer: $350,000 .
- Committee membership retainers: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End Funds $25,000 .
- Chair retainers: Board Chair $150,000; Audit and Compliance Chairs $35,000; Investment Chair/Co‑Chair $30,000; Dividend, Nominating & Governance, Closed‑End Chairs $25,000 .
- Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committee quarterly fees (Chair/Co‑Chair from $1,250; members from $5,000) .
- No retirement/pension; optional Deferred Compensation Plan allowing fee deferral into Nuveen funds .
- Prior structure (2024 vs 2025 changes): membership retainers increased year‑over‑year (e.g., Audit/Compliance from $30,000 to $35,000; Investment from $20,000 to $30,000; Dividend/Nominating/Closed‑End from $20,000 to $25,000); Board Chair increased from $140,000 to $150,000 .
NRK Director Compensation – Amy B. R. Lancellotta
| Period | Aggregate Compensation from NRK |
|---|---|
| Fiscal Year (ended Feb 28/29, 2024) | $5,434 |
| Stub Period (Mar 1–Aug 31, 2024) | $2,294 |
Total Compensation Across Nuveen Funds (Fund Complex)
| Metric | Amount |
|---|---|
| Total compensation from Nuveen funds (all funds overseen) | $469,250 |
Deferred Compensation (NRK only)
| Period | Deferred Fees Payable |
|---|---|
| Fiscal Year (ended Feb 28/29, 2024) | $1,898 |
| Stub Period (Mar 1–Aug 31, 2024) | $757 |
Performance Compensation
- No performance‑based elements (no stock awards, options, bonuses or ESG/TSR metrics) disclosed for Independent Board Members; compensation consists of retainers and committee fees with optional deferral; Funds have no employees and officers are compensated by the Adviser, not the Fund .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Tenure | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| JCADA | Non‑profit | President; Director | President since 2023; Director since 2020 | None disclosed with NRK counterparties . |
No other public company directorships disclosed for Ms. Lancellotta in the past five years within the proxy .
Expertise & Qualifications
- Fund governance specialist; led IDC’s governance, education, and policy programs supporting independent fund directors .
- Legal expertise (J.D.); prior law firm practice; deep familiarity with regulatory/legislative issues impacting regulated investment companies .
- Long‑tenured industry experience (30 years at ICI/IDC) with direct relevance to oversight of closed‑end fund operations and shareholder interests .
Equity Ownership
| Holding | Dollar Range in NRK | Shares in NRK | Aggregate Dollar Range Across All Nuveen Funds Overseen |
|---|---|---|---|
| Beneficial ownership | $0 | 0 | Over $100,000 |
- Board principle: each Board Member is expected to invest at least one year of compensation in Nuveen funds (directly or via deferral); aggregate ranges are disclosed but not fund‑specific compliance amounts; as of June 20, 2025, each Board Member’s individual holdings in any single Fund were <1% of that Fund’s shares .
Governance Assessment
- Strengths: Independent status; broad governance/legal expertise; co‑chairs the Investment Committee (direct oversight of performance and risk); serves on Audit, Dividend, and Nominating & Governance committees; attendance ≥75% across Board/committee meetings; independent Board Chair provides leadership structure .
- Alignment: Uses Deferred Compensation Plan and reports “Over $100,000” aggregate holdings in Nuveen funds overseen; governance principle expects one year of compensation invested across funds, though precise compliance vs guideline is not determinable from proxy .
- Watch items / RED FLAGS:
- No direct ownership in NRK (0 shares; $0 range) despite aggregate holdings across the Fund Complex—moderate alignment gap at the single‑fund level .
- 2025 compensation structure increased various committee and chair retainers vs 2024, which can elevate fixed cash outlays (directionally higher retainers) .
- Conflicts/related‑party exposure: No related‑party transactions or holdings disclosed for Ms. Lancellotta with Adviser‑affiliated private vehicles; the proxy’s “Board Member Investments in companies under common control with the Adviser” table lists Thomas J. Kenny, not Ms. Lancellotta . Section 16(a) reporting compliance indicated; no delinquent filings noted .