Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent Board Member of the Nuveen funds complex since 2021; born 1959. Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI) from 2006–2019, after various roles at ICI (1989–2006), and earlier practice as an associate at Washington, D.C. law firms. Education: B.A., Pennsylvania State University (1981); J.D., George Washington University National Law Center (1984) .
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 IDC/ICI and the industry on fund governance . |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Advanced regulatory and governance work for regulated investment companies . |
| Washington, D.C. law firms | Associate | Pre-1989 | Legal practice experience prior to joining ICI . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Director | President since 2023; Director since 2020 | Non-profit board leadership and governance; violence prevention mission . |
Board Governance
- Independence: Identified and serves as an Independent Board Member; board committees (Audit; Nominating & Governance) are composed entirely of independent directors under NYSE/NASDAQ standards .
- Years of service: Joined the Nuveen funds board June 1, 2021; current term noted as Class I or II through the 2026 annual meeting .
- Committee assignments and roles:
- Audit Committee: Member (2025), committee composed of independent directors; oversight of financial reporting, auditor independence and valuation policy .
- Dividend Committee: Member (2024; 2025); reviews distributions and premium/discount to NAV; chaired by Matthew Thornton III (2025) .
- Investment Committee: Co‑Chair (2024); oversight of fund performance and investment risk .
- Compliance, Risk Management and Regulatory Oversight Committee: Member (2024) .
- Nominating & Governance Committee: Member (2024; committee sets standards, oversees board performance/structure, compensation reviews) .
- Closed‑End Fund Committee: Member (2024); not listed as member in 2025 rotation, reflecting board’s periodic committee rotation practice .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year (2024; 2025) .
Committee Membership Snapshot
| Committee | 2024 Status | 2025 Status |
|---|---|---|
| Audit | Member (committee independent; chair: Nelson) | Member (chair: Nelson) |
| Dividend | Member (chair: Thornton) | Member (chair: Thornton) |
| Investment | Co‑Chair | Not disclosed in 2025 proxy excerpt |
| Compliance, Risk & Regulatory | Member (chair: Wolff) | Not disclosed in 2025 proxy excerpt |
| Nominating & Governance | Member (co‑chairs: Kenny/Toth; later Young replaces Toth) | Committee function and independence affirmed |
| Closed‑End Fund | Member | Not listed as member in 2025 |
Fixed Compensation
- Structure evolution:
- 2023: $210,000 annual retainer; per‑meeting fees (Board $7,250/day; Special Board $4,000; Audit/Closed‑End/Investment $2,500; Compliance $5,000; Dividend $1,250; other committees $500); Board Chair $140,000; committee chairs $20,000; site visits $5,000/day; ad hoc fees $1,000/$500 .
- 2024: $350,000 annual retainer; annual committee membership retainers (Audit & Compliance $30,000; Dividend/Investment/Nominating & Governance/Closed‑End $20,000); Board Chair/Co‑Chair $140,000; committee chairs/co‑chairs $20,000; ad hoc meetings $1,000 or $2,500; deferred compensation plan available .
- 2025: $350,000 annual retainer; annual committee membership retainers (Audit & Compliance $35,000; Investment $30,000; Dividend/Nominating & Governance/Closed‑End $25,000); Board Chair $150,000; committee chairs $35,000/$30,000/$25,000; ad hoc $1,000 or $2,500; special assignment committee quarterly fees (chair/co‑chair from $1,250; members from $5,000); deferred compensation plan .
| Compensation Element | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Retainer ($) | $210,000 | $350,000 | $350,000 |
| Audit Committee Membership Retainer ($) | Per‑meeting $2,500 | $30,000 | $35,000 |
| Compliance Committee Membership Retainer ($) | Per‑meeting $5,000 | $30,000 | $35,000 |
| Investment Committee Membership Retainer ($) | Per‑meeting $2,500 | $20,000 | $30,000 |
| Dividend Committee Membership Retainer ($) | Per‑meeting $1,250 | $20,000 | $25,000 |
| Nominating & Governance Membership Retainer ($) | Other committees $500 per meeting | $20,000 | $25,000 |
| Closed‑End Fund Membership Retainer ($) | Per‑meeting $2,500 (CEF) | $20,000 | $25,000 |
| Board Chair Fee ($) | $140,000 | $140,000 | $150,000 |
| Committee Chair Fee ($) | $20,000 | $20,000 | $25,000–$35,000 (by committee) |
| Ad hoc meeting fee ($) | $1,000 or $500 | $1,000 or $2,500 | $1,000 or $2,500 |
| Site visit fee ($) | $5,000/day | — | — |
- Deferred Compensation Plan: Directors may elect to defer all/portion of fees; accounts track investment performance of selected eligible Nuveen funds; distributions lump sum or 2–20 years .
Total Compensation Paid by Nuveen Funds (aggregate across funds)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Compensation from Nuveen Funds to Lancellotta ($) | $117,500 | $368,508 | $443,700 |
Performance Compensation
- No performance‑based compensation disclosed for independent directors; compensation consists of fixed retainers, committee retainers, meeting/ad hoc fees, and optional deferral into fund equivalents. No stock/option awards or performance metrics (TSR, revenue, ESG) tied to director compensation are disclosed .
Other Directorships & Interlocks
- Public company boards: None disclosed for Lancellotta in the last five years; only JCADA is listed under “Other Directorships” .
- Interlocks/related party holdings: None disclosed for Lancellotta; separate disclosure of certain holdings was provided for another director (Thomas J. Kenny) in companies advised by entities under common control with the Adviser—no such entry for Lancellotta .
Expertise & Qualifications
- Fund governance and regulatory expertise from three decades at ICI/IDC; led education and policy initiatives for independent fund directors .
- Legal training (J.D.) and industry experience strengthen oversight capacity across compliance, valuation, and investment risk topics handled by board committees .
Equity Ownership
- Individual fund shareholdings: Reported 0 shares in each listed Nuveen fund in 2023, 2024, and 2025 .
- Aggregate holdings across registered investment companies overseen:
- 2023: $50,001–$100,000 .
- 2024: Over $100,000 .
- 2025: Over $100,000 .
- Ownership concentration: As of June 12, 2023, each director’s individual beneficial shareholdings constituted less than 1% of outstanding shares of each fund; directors and officers as a group owned less than 1% of each fund .
| Ownership Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares owned in listed Nuveen funds | 0 | 0 | 0 |
| Aggregate range across all registered investment companies overseen | $50,001–$100,000 | Over $100,000 | Over $100,000 |
| Individual % of outstanding (each fund) | <1% | — | — |
Governance Assessment
-
Strengths:
- Deep governance/regulatory pedigree; former IDC Managing Director responsible for fund director education and policy—highly relevant to oversight of compliance, valuation, and risk .
- Active committee engagement, including Audit (member, 2025), Dividend (member), Compliance (member, 2024), Nominating & Governance (member), and Investment (Co‑Chair, 2024) .
- Attendance threshold met (≥75%) in last fiscal years, indicating engagement .
- Board compensation oversight resides with Nominating & Governance Committee; structure updates reflect evolving board workload across the complex .
-
Alignment/compensation:
- Compensation is predominantly cash retainers and committee stipends; optional deferral aligns with fund performance of selected vehicles but no equity grants or performance‑linked pay for directors .
- Aggregate holdings in the broader complex increased from $50k–$100k (2023) to >$100k (2024–2025), but reported 0 shares in listed funds; alignment to NUW specifically appears limited .
-
RED FLAGS:
- No direct share ownership reported in listed Nuveen funds, including the fund complex where she serves; potential “skin‑in‑the‑game” concern for investors focused on ownership alignment .
- No disclosed stock ownership guidelines for independent directors; compliance status not provided .
- No performance metrics tied to director pay; purely time/role‑based compensation may limit direct pay‑for‑performance signals .
-
Conflicts/related‑party:
- No related‑party transactions or pledging/hedging disclosed for Lancellotta; committee independence and Audit Committee independence affirmed .