Amy Lancellotta

About Amy B. R. Lancellotta

Independent trustee of Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX) since 2021; born 1959; former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI) (2006–2019) with prior ICI roles (1989–2006) and earlier law-firm experience; B.A. Pennsylvania State University (1981), J.D. George Washington University Law School (1984). She is classified as an Independent Board Member (not an “interested person” of Nuveen/TIAA) and currently serves across the Nuveen fund complex under a unitary board structure .

Past Roles

External Roles

Board Governance

• Independence and board structure: All current nominees/Board Members (including Lancellotta) are independent under the 1940 Act; Nuveen employs a unitary board overseeing the fund complex to enhance efficiency and oversight of common policies/service providers .
• Committee assignments (QQQX and complex):
  • Investment Committee: Co‑Chair (oversees investment performance, risk management; evaluates objectives, benchmarks, leverage/hedging usage) .
  • Audit Committee: Member (oversight of financial reporting, auditor independence, valuation policy; not designated financial expert) .
  • Nominating & Governance Committee: Member (board composition, evaluations, director education, compensation recommendations) .
  • Dividend Committee: Member (declares regular/special distributions, capital gains and income distributions) .
• Meeting attendance: Each Board Member attended at least 75% of Board and relevant committee meetings in the last fiscal year .
• QQQX meeting frequency (engagement signal) – last fiscal year (FY ended 12/31/2024):
  • Regular Board 5; Special Board 9; Executive Committee 5; Dividend 10; Compliance 5; Audit 14; Nominating 5; Investment 4; Closed‑End Fund 4 .

Fixed Compensation

• Structure (effective Jan 1, 2024; increases Jan 1, 2025):
  • Base retainer $350,000; committee membership annual retainers: Audit $30k→$35k (2025), Compliance $30k→$35k (2025), Investment $20k→$30k (2025), Dividend/Nominating/Closed‑End Funds $20k→$25k (2025); Board Chair $140k→$150k (2025); Committee Chairs $20–30k with 2025 step-ups; ad hoc meeting fees ($1,000 or $2,500) and special assignment stipends apply .
• Per‑fund and complex compensation (last fiscal year):
  • QQQX (NASDAQ Dynamic Overwrite) — Aggregate paid to Lancellotta: $3,530 .
  • Total compensation from funds in the Nuveen Fund Complex paid to Lancellotta: $469,250 .
• Deferred compensation: Directors may defer fees into a book account notionally invested in eligible Nuveen funds; Lancellotta deferred $1,169 of QQQX fees in the period shown .

Performance Compensation

• No equity (RSUs/PSUs/options), performance metrics, or bonus plans disclosed for Independent Board Members; compensation is cash-based retainers/fees with optional deferral; funds do not have retirement/pension plans .

Other Directorships & Interlocks

• Public company directorships (current/past 5 years): None disclosed for Lancellotta; listed external role is JCADA (non‑profit) .
• Board interlocks/potential conflicts: No related‑party transactions disclosed for Lancellotta; independence affirmed; not employed by TIAA/Nuveen or affiliates .

Expertise & Qualifications

• Core credentials: Three decades in fund governance and policy at ICI/IDC, leading director education and advising on governance frameworks; legal training and regulatory experience support Audit and Governance committee work; designated as Investment Committee Co‑Chair reflecting portfolio oversight competency .
• Education: B.A. (Penn State, 1981); J.D. (George Washington University Law School, 1984) .
• Year of birth: 1959 .

Equity Ownership

• QQQX ownership: 0 shares directly/beneficially owned as of 12/31/2024 .
• Aggregate holdings across family of registered investment companies overseen: “Over $100,000” dollar range for Lancellotta (aligns with board guideline) .
• Board ownership guideline: Trustees are expected to invest at least the equivalent of one year of compensation in funds within the complex (directly or on a deferred basis) to align interests with shareholders .

Governance Assessment

• Strengths:
  • Deep fund governance and regulatory expertise; service as Investment Committee Co‑Chair indicates material role in performance and risk oversight .
  • Independent status with no TIAA/Nuveen employment ties; Boardwide independence enhances oversight of adviser and affiliates .
  • Documented engagement: ≥75% attendance; substantial committee cadence (QQQX Audit 14; Dividend 10; Board 5 regular/9 special) supports active oversight .
  • Transparent, cash‑based compensation (no equity or performance pay) minimizes pay‑for‑performance misalignment risk typical in corporates; deferral option aids alignment with fund investors .
• Watchpoints:
  • No direct ownership of QQQX shares (though aggregate family holdings >$100k and a board guideline expects at least one year’s comp invested across funds); investors may prefer visible QQQX‑specific ownership for tighter alignment .
  • Not designated as “audit committee financial expert” (others on the committee hold that designation); mitigated by her governance/legal background and committee composition .
• Red flags: None identified—no related‑party transactions, pledging/hedging, delinquent filings, or attendance concerns disclosed; Section 16(a) compliance affirmed .

Appendix: QQQX Board/Committee Meeting Counts (Engagement Reference)