Amy B. R. Lancellotta
About Amy B. R. Lancellotta
Independent Board Member of NVG (Nuveen AMT‑Free Municipal Credit Income Fund) since 2021; born 1959. Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI) (2006–2019) with prior roles at ICI since 1989 and earlier legal practice in Washington, D.C.; B.A. Pennsylvania State University (1981), J.D. George Washington University Law School (1984). Serves across the Nuveen fund complex; classified as an Independent Board Member (not an “interested person” of the Funds or Nuveen/TIAA) .
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 on fund governance and director responsibilities . |
| Investment Company Institute (ICI) | Various positions | 1989–2006 | Supported regulated investment company policy and governance . |
| Washington, D.C. law firms | Associate | Pre‑1989 | Legal training underpinning governance expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jewish Coalition Against Domestic Abuse (JCADA) | President; Board Member | Member since 2020; President since 2023 | Non‑profit leadership; no public company interlocks disclosed . |
Board Governance
- Independence: All NVG Board Members, including Lancellotta, are independent (not “interested persons” of the Funds, Nuveen/TIAA, or affiliates) .
- Committee assignments:
- Investment Committee: Co‑Chair (with Joseph A. Boateng) .
- Audit Committee: Member (Audit Committee financial experts designated: Boateng, Nelson, Starr, Young) .
- Nominating & Governance Committee: Member; Chair is Robert L. Young .
- Dividend Committee: Member; Chair is Matthew Thornton III .
- Not on Executive, Compliance/Risk, or Closed‑End Fund Committees based on current rosters .
- Attendance: Each Board Member attended 75% or more of Board and relevant committee meetings in the last fiscal year .
- Meeting load (NVG last fiscal year): Regular Board 4; Special Board 8; Executive Committee 4; Dividend Committee 10; Compliance/Risk Committee 6; Audit Committee 14; Nominating & Governance 5; Investment Committee 4; Closed‑End Fund Committee 4 — demonstrates significant oversight cadence .
- Term/tenure at NVG: Class I or II Board Member with current term expiring at the 2026 annual meeting; serving since 2021 .
Fixed Compensation
- Compensation framework:
- 2023 schedule (pre‑Jan 1, 2024): $210,000 annual retainer; per‑meeting fees (Board $7,250/day regular; $4,000 special), Audit/Closed‑End/Investment $2,500, Compliance/Risk $5,000, Dividend $1,250, other committees $500; Board Chair $140,000; key committee chairs $20,000; site visit fees $5,000/day; expenses allocated by net assets .
- 2024 schedule (pre‑Jan 1, 2025): $350,000 annual retainer; committee membership retainers—Audit and Compliance/Risk $30,000; Investment $20,000; Dividend/Nominating & Governance/Closed‑End $20,000; Chair or Co‑Chair fees—Board $140,000; Audit & Compliance/Risk $30,000; Investment $20,000; Dividend/Nom/Gov/Closed‑End $20,000; ad hoc meeting fees $1,000 or $2,500; special assignment committee quarterly fees as set .
- Effective Jan 1, 2025: $350,000 annual retainer; committee membership retainers—Audit and Compliance/Risk $35,000; Investment $30,000; Dividend/Nominating & Governance/Closed‑End $25,000; Chair fees—Board $150,000; Audit & Compliance/Risk $35,000; Investment $30,000; Dividend/Nominating & Governance/Closed‑End $25,000; ad hoc meeting fees $1,000 or $2,500; special assignment fees continue .
| Component | 2023 Amount | 2024 Amount | Effective 2025 Amount |
|---|---|---|---|
| Annual Retainer (Independent Board Member) | $210,000 | $350,000 | $350,000 |
| Audit Committee (Member retainer) | $2,500/mtg | $30,000 | $35,000 |
| Compliance/Risk (Member retainer) | $5,000/mtg | $30,000 | $35,000 |
| Investment (Member retainer) | $2,500/mtg | $20,000 | $30,000 |
| Dividend (Member retainer) | $1,250/mtg | $20,000 | $25,000 |
| Nominating & Governance (Member retainer) | $500/mtg | $20,000 | $25,000 |
| Closed‑End Fund (Member retainer) | $500/mtg | $20,000 | $25,000 |
| Board Chair | $140,000 | $140,000 | $150,000 |
| Audit/Compliance Chairs | $20,000 | $30,000 | $35,000 |
| Investment Chair/Co‑Chair | $20,000 | $20,000 | $30,000 |
| Dividend/Nom/Gov/Closed‑End Chairs | $20,000 | $20,000 | $25,000 |
| Ad hoc meeting fee | $— | $1,000 or $2,500 | $1,000 or $2,500 |
- Aggregate compensation paid to Amy B. R. Lancellotta:
- From NVG (fiscal year ended Oct 31, 2024): $12,983 .
- Total from Nuveen Funds (aggregate across funds): $469,250 .
Performance Compensation
- No performance‑based incentives, options, RSUs/PSUs, or equity grants for Independent Board Members; compensation consists of retainers and committee fees; the Funds have no retirement/pension plans; deferred compensation plan is elective, with accounts notionally invested in Nuveen funds and paid out over time based on elections .
| Metric | Disclosure |
|---|---|
| Annual bonus/target bonus | None disclosed for directors . |
| Equity grants (RSUs/PSUs/options) | None; no option awards disclosed for directors . |
| Performance metrics tied to pay | None; director compensation not tied to TSR/revenue/EBITDA . |
| Clawbacks / CIC terms | Not applicable for directors; no such provisions disclosed . |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| JCADA (non‑profit) | Non‑profit | President; Board Member | No commercial relationship with NVG disclosed . |
| Public company directorships | — | None disclosed | No public‑company interlocks reported in last five years . |
Expertise & Qualifications
- Deep governance expertise: Led IDC for 13 years, advising fund independent directors on governance, compliance, and shareholder protection; extensive policy and regulatory engagement in the investment company industry .
- Legal training: J.D. with prior law firm experience; strong foundation for oversight in compliance and governance .
- Committee leadership: Co‑Chair of Investment Committee overseeing performance and risk, indicating active engagement in portfolio oversight and leverage/hedging discussions .
- Education: B.A. Pennsylvania State; J.D. GW Law .
Equity Ownership
- Governance principle: Each Board Member is expected to invest at least one year of compensation in funds within the Nuveen fund complex (directly or via deferred basis) .
- Beneficial ownership (as of May 31, 2025):
- NVG: Dollar range $0; shares owned 0 .
- Aggregate across all registered investment companies overseen in the family: “Over $100,000” dollar range, consistent with complex‑wide ownership guideline .
- Deferred compensation (NVG): Deferred fees recorded for Lancellotta $4,384 (Participating Funds plan) .
| Fund | Dollar Range | Shares Owned |
|---|---|---|
| NVG (AMT‑Free Municipal Credit Income) | $0 | 0 |
| All Registered Investment Companies Overseen (aggregate) | Over $100,000 | — |
Director Compensation Details (NVG)
| Item | Amount |
|---|---|
| Aggregate compensation paid by NVG (FY ended Oct 31, 2024) | $12,983 |
| Deferred fees attributable to NVG | $4,384 |
Governance Assessment
- Strengths:
- Independence and non‑affiliation with Nuveen/TIAA; robust committee footprint including Audit, Dividend, Nominating & Governance, and Co‑Chair role on Investment Committee—supports board effectiveness in financial reporting and risk oversight .
- Attendance at or above 75% across meetings, indicating engagement; heavy meeting cadence (e.g., 14 Audit Committee meetings for NVG) underscores diligence in valuation and leverage oversight for closed‑end funds .
- Compensation structure is fixed and transparent, with no equity/options or performance‑linked incentives—limits misalignment or risk‑taking incentives; elective deferred comp invested in Nuveen funds aligns interests with shareholders at the complex level .
- Potential watch‑items:
- Complex‑level ownership guideline is met in aggregate (“Over $100,000”), but per‑fund beneficial ownership in NVG is disclosed as $0—acceptable under complex policy, but investors focused on NVG‑specific alignment may note the lack of direct NVG holdings .
- Not designated an “audit committee financial expert” (others on the committee are designated), though Audit Committee membership provides oversight continuity; diversification of expertise across the committee mitigates this .
- Conflicts and related‑party exposure:
- No related‑party transactions, loans, or pledge/hedge practices disclosed; Section 16(a) compliance affirmed for Board Members/officers in the last fiscal year; no legal proceedings or investigations disclosed specific to directors .
Overall, Lancellotta’s governance profile reflects high independence, substantive fund governance expertise, committee leadership on investment oversight, and steady engagement—key positives for investor confidence in NVG’s board effectiveness .