Amy B. R. Lancellotta

About Amy B. R. Lancellotta

Independent director of Nuveen S&P 500 Dynamic Overwrite Fund (SPXX); born 1959; joined the Nuveen Funds boards in 2021; currently serving a Class II term through the 2026 annual meeting. Former Managing Director of the Independent Directors Council (IDC) at the Investment Company Institute (ICI), with governance and regulatory expertise; J.D. from George Washington University Law School (1984) and B.A. from Pennsylvania State University (1981). The Nuveen funds classify her as an Independent Board Member (not an “interested person”) and note she has never been an employee or director of TIAA/Nuveen .

Past Roles

External Roles

Board Governance

• Board tenure: Director since 2021; Class II term for SPXX through 2026 .
• Independence: Nuveen Funds designate all current trustees, including Lancellotta, as Independent Board Members (not “interested persons”) and never employees/directors of TIAA/Nuveen .
• Committee assignments:
  • Investment Committee: Co-Chair (with Mr. Boateng) .
  • Audit Committee: Member (committee chair is Mr. Nelson; financial experts designated are Moschner, Nelson, Starr, Young) .
  • Dividend Committee: Member (Chair: Mr. Thornton) .
  • Nominating & Governance Committee: Member (Chair: Mr. Young) .
• Attendance: Each Board Member attended 75% or more of board and committee meetings in the last fiscal year .
• Board/committee activity (SPXX – last fiscal year): | Meeting Type | Count | |---|---| | Regular Board Meetings | 5 | | Special Board Meetings | 9 | | Executive Committee Meetings | 5 | | Dividend Committee Meetings | 10 | | Compliance, Risk Mgmt & Regulatory Oversight Committee Meetings | 5 | | Audit Committee Meetings | 14 | | Nominating & Governance Committee Meetings | 5 | | Investment Committee Meetings | 4 | | Closed-End Fund Committee Meetings | 4 |
• Board leadership: Independent Chair of the Board is Robert L. Young; unitary board structure across Nuveen Funds .

Fixed Compensation

• Board compensation structure (Independent Board Members): | Component | 2023 (pre-change) | 2024 | 2025 | |---|---|---|---| | Annual base retainer | $210,000 | $350,000 | $350,000 | | Committee membership – Audit | Per-meeting fees ($2,500) | $30,000 annual | $35,000 annual | | Committee membership – Compliance | Per-meeting fees ($5,000 CRMR Oversight) | $30,000 annual | $35,000 annual | | Committee membership – Investment | Per-meeting fees ($2,500) | $20,000 annual | $30,000 annual | | Committee membership – Dividend | Per-meeting fees ($1,250) | $20,000 annual | $25,000 annual | | Committee membership – Nominating & Governance | Per-meeting fees (varied) | $20,000 annual | $25,000 annual | | Committee membership – Closed-End Funds | Per-meeting fees (varied) | $20,000 annual | $25,000 annual | | Chair/Co-Chair – Board | $140,000 | $140,000 | $150,000 | | Chair/Co-Chair – Audit & Compliance | $20,000 | $30,000 | $35,000 | | Chair/Co-Chair – Investment | $20,000 | $20,000 | $30,000 | | Chair/Co-Chair – Dividend, Nominating & Governance, Closed-End Funds | $20,000 | $20,000 | $25,000 | | Ad hoc meetings | Special/non-regular fees set by chair | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting | | Special assignment committees | Chair fee determined by chair | Chair quarterly from $1,250; members quarterly from $5,000 | Chair quarterly from $1,250; members quarterly from $5,000 |

• Lancellotta’s aggregate compensation (last fiscal year): | Item | Amount | |---|---| | Aggregate compensation from SPXX | $845 | | Total compensation from Nuveen Fund Complex | $469,250 |

• Deferred compensation: Independent directors may elect deferral; credits mirror selected Nuveen funds’ share performance; distributions in lump sum or 2–20 years . | Deferred Amount (SPXX) | $280 (book-reserve value for last fiscal year) |

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Governance/regulatory: Led IDC programs on fund governance; advised independent directors and industry bodies on policy and governance .
• Legal training: J.D. (George Washington University Law School); prior law firm experience .
• Fund industry experience: Three decades at ICI/IDC; deep understanding of investment company regulation and board responsibilities .

Equity Ownership

Governance Assessment

• Strengths:
  • Independent status; no prior employment with TIAA/Nuveen; strong governance background from IDC/ICI .
  • Committee leadership as Co-Chair of the Investment Committee—direct influence over performance oversight and investment risk management .
  • Active committee participation (Audit, Dividend, Nominating & Governance); attendance at least 75% across board/committee meetings .
• Potential investor-alignment flags to monitor:
  • SPXX-specific ownership is 0 shares; while board guideline expects investment equivalent to one year of compensation across the complex, disclosed aggregate range (“Over $100,000”) is below her total annual compensation—actual compliance is not stated; investors may seek clarity on holdings/deferred elections vs guideline .
  • No public company directorships disclosed (limits external interlocks; also reduces external market-facing accountability signals) .
• Conflicts/related-party:
  • No related-party transactions or adviser-affiliated holdings disclosed for Lancellotta; board-wide independence affirmed; Appendix of adviser-affiliated company holdings lists other trustees but not Lancellotta .