Amy B. R. Lancellotta

About Amy B. R. Lancellotta

Independent director of Nuveen Municipal Value Fund, Inc. (NUV); born 1959 and has served on Nuveen funds’ unitary board since 2021, with a current designation for NUV as a Class II director through the 2026 annual meeting. Former Managing Director of the Independent Directors Council (IDC) within the Investment Company Institute (ICI), with a 30-year governance and policy career at ICI and prior legal practice; J.D. from George Washington University Law School and B.A. from Pennsylvania State University. She is independent under the Investment Company Act and Nuveen/TIAA standards (never employed by TIAA or Nuveen) and currently co-chairs the Board’s Investment Committee, indicating deep engagement in portfolio oversight.

Past Roles

External Roles

Board Governance

• Independence: Classified as an “Independent Board Member”; not an “interested person” of the Funds or the Adviser, and has never been an employee/director of TIAA or Nuveen.
• Board structure: Unitary board across Nuveen funds; independent Chair (Robert L. Young).
• Committee assignments (current):
  • Investment Committee: Co-Chair (signals strong role in performance oversight and risk).
  • Dividend Committee: Member (distribution oversight).
  • Audit Committee: Member (financial reporting, valuation oversight).
  • Nominating & Governance Committee: Member.
  • Not a member of Executive, Compliance, or Closed-End Fund Committees.
• Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings during the last fiscal year; NUV meeting counts shown below.
• Term and service: Designated as Class II for NUV with term expiring at the 2026 annual meeting; joined the Nuveen board in 2021.

Fixed Compensation

• Structure (effective January 1, 2025):
  • Annual base retainer: $350,000.
  • Committee membership retainers: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End $25,000.
  • Committee chair retainers: Audit $35,000; Compliance $35,000; Investment Chair/Co-Chair $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End $25,000; Board Chair $150,000.
  • Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committees carry quarterly fees (Chair from $1,250; members from $5,000).
• Prior structure highlights (for YOY context):
  • 2023: $210,000 base plus per-meeting fees by committee type; additional chair fees; site visit fees; suggests less fixed, more variable meeting-based pay.
  • 2024 (pre-2025): $350,000 base with committee membership retainers (Audit/Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed-End $20,000) and chair fees; ad hoc fees.
• Actual paid amounts:
  • NUV (Municipal Value) aggregate compensation paid to Lancellotta for last fiscal year: $5,375.
  • Total compensation paid from Nuveen funds (Fund Complex): $469,250 (includes allocations across all Nuveen funds).

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• 30-year governance/regulatory leadership at ICI/IDC; adviser on fund governance and director responsibilities; led education and policy initiatives for independent directors.
• Legal training and practice; J.D. (George Washington University Law School), B.A. (Penn State).
• Current leadership role as Investment Committee Co-Chair suggests strong engagement with performance/risk oversight.

Equity Ownership

• Ownership guidelines: Each Board Member is “expected to invest” at least the equivalent of one year of compensation in Nuveen funds (directly or on a deferred basis).
• Beneficial holdings in NUV (Municipal Value):
  • Dollar range: $0.
  • Shares owned: 0.
• Aggregate ownership across Fund Complex: Over $100,000 (dollar range).
• Deferred compensation elections (selected, most recent available):
  • AMT-Free Credit Income: $4,384 deferred (FY ended Oct 31, 2024).
  • Municipal Value (NUV): $1,815 deferred (FY ended Oct 31, 2024).
  • New York AMT-Free: $1,898 deferred (FY ended Feb 29, 2024) and $757 for stub period Mar 1–Aug 31, 2024.

Governance Assessment

• Strengths:
  • Independent director with deep fund governance expertise; Investment Committee Co-Chair role enhances board effectiveness on performance and risk matters.
  • Active service on Audit, Dividend, and Nominating & Governance Committees; broad oversight footprint.
  • Attendance threshold met (≥75%) amid substantial meeting cadence (e.g., NUV Audit Committee met 14 times).
  • Section 16 compliance: Funds believe all Board Members and officers complied during the last fiscal year.
• Alignment observations:
  • Fund Complex policy expects investment equal to one year’s compensation; Lancellotta’s aggregate dollar range is “Over $100,000” and she has deferred balances across multiple funds, which supports alignment at the complex level.
  • She holds no NUV shares (dollar range $0; shares 0), which may be perceived as a fund-specific alignment gap despite complex-level investment.
• Compensation structure signals:
  • Shift from per-meeting heavy 2023 structure to higher fixed retainers and committee membership retainers by 2024/2025 indicates greater guaranteed pay, with continued committee-based differentials; no performance-linked components disclosed.
• Potential conflicts and red flags:
  • No related-party transactions or adviser-affiliate ties disclosed for Lancellotta; all Independent Board Members designated not “interested persons.”
  • No hedging/pledging disclosures; no legal proceedings or SEC investigations disclosed related to directors in the proxy. (Not disclosed; no issues noted.)
• Overall: Governance profile is strong on independence, committee leadership, and attendance. The primary watchpoint is fund-specific ownership (no NUV holdings) versus complex-level guideline expectations, which investors may scrutinize for alignment.