Joanne T. Medero
About Joanne T. Medero
Independent Board Member of Nuveen S&P 500 Buy-Write Income Fund (BXMX); Class III trustee with current term expiring at the 2027 annual meeting; joined the Nuveen Funds boards in 2021 (year of birth 1954) .
Career spans senior public-policy and legal leadership across BlackRock (Managing Director, Government Relations and Public Policy, 2009–2020; Senior Advisor to the Vice Chairman, 2018–2020), Barclays Global Investors (Global General Counsel and Corporate Secretary), Barclays Group (Global Head of Government Relations and Public Policy), and the CFTC (General Counsel) .
Education: B.A., St. Lawrence University (1975); J.D., George Washington University Law School (1978) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | 2009–2020; 2018–2020 | Public policy and governance focus |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative and regulatory advocacy for IB/IM/WM businesses |
| Barclays Global Investors | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Global legal, corporate governance leadership |
| Orrick, Herrington & Sutcliffe LLP | Partner (Derivatives/Financial Markets Regulation) | 1993–1995 | Derivatives and market regulation specialization |
| Commodity Futures Trading Commission | General Counsel | 1989–1993 | Senior federal regulatory counsel (derivatives markets) |
| The White House, Office of Presidential Personnel | Deputy Assoc./Assoc. Director (Legal & Financial Affairs) | 1986–1989 | Executive branch personnel policy/oversight |
| Industry Associations | Chair, SIFMA AMG Steering Committee (2016–2018); Chair, MFA CTA/CPO & Futures Committee (2010–2012) | As shown | Industry standards and policy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | Since 2019 | Non-profit board service |
Board Governance
- Independence: The board confirms all nominees and current trustees (including Medero) are not “interested persons” of the Funds, Nuveen/TIAA, or affiliates; deemed Independent Board Members .
- Class/Term: Class III trustee; current term through the 2027 annual meeting; last elected April 12, 2024 .
- Committee memberships (BXMX complex-wide unitary board):
- Compliance, Risk Management & Regulatory Oversight Committee (member)
- Nominating & Governance Committee (member)
- Investment Committee (member)
- Not a member of Executive, Dividend, Audit, or Closed-End Fund Committees .
- Attendance: Each Board Member attended ≥75% of Board and applicable committee meetings in the last fiscal year .
Meeting cadence (BXMX – last fiscal year):
| Meeting Type | Count |
|---|---|
| Regular Board | 5 |
| Special Board | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight | 5 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
Comp structure (Independent Board Members; effective dates shown):
| Component | 2024 Amount (USD) | 2025 Amount (USD) | Notes |
|---|---|---|---|
| Annual retainer | 350,000 | 350,000 | Effective Jan 1, 2024 |
| Audit Committee membership | 30,000 | 35,000 | Membership retainer |
| Compliance Committee membership | 30,000 | 35,000 | Membership retainer |
| Investment Committee membership | 20,000 | 30,000 | Membership retainer |
| Dividend Committee membership | 20,000 | 25,000 | Membership retainer |
| Nominating & Governance membership | 20,000 | 25,000 | Membership retainer |
| Closed-End Funds membership | 20,000 | 25,000 | Membership retainer |
| Board Chair add’l retainer | 140,000 | 150,000 | Applies to Chair, not Medero |
| Committee Chair add’l retainers | 20,000–30,000 | 25,000–35,000 | By committee |
FY2024/last fiscal-year amounts received by Medero:
| Item | Amount (USD) |
|---|---|
| Aggregate compensation from BXMX (S&P Buy-Write) | 4,079 |
| Total compensation from funds in the Nuveen Fund Complex | 461,987 |
| Deferred fees credited from BXMX | 1,418 |
Additional notes:
- No retirement or pension plans for directors; a Deferred Compensation Plan allows deferral into notional Nuveen fund “accounts” with lump-sum or 2–20 year distribution options .
- Ad hoc/special assignment fees apply per policy; expenses allocated across funds .
Performance Compensation
- No performance-based pay, equity awards (options/PSUs/RSUs), or performance metrics (e.g., TSR/EBITDA targets) are disclosed for Independent Board Members; compensation consists of retainers and fixed fees outlined above .
- Funds do not maintain director retirement or pension plans; compensation deferrals are elective and investment-tracking only .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Committee roles |
|---|---|---|---|
| Baltic-American Freedom Foundation | Non-profit | Director (since 2019) | Not disclosed |
- No other public company directorships for Medero are disclosed in the past five years, and she has never been an employee or director of TIAA/Nuveen or affiliates, supporting independence .
Expertise & Qualifications
- Regulatory/government affairs leadership: Former CFTC General Counsel; led public policy/government relations at BlackRock and Barclays—strong fit for compliance and regulatory oversight .
- Legal governance expertise: Former Global General Counsel and Corporate Secretary at BGI; derivatives/market regulation specialty as law firm partner .
- Education: B.A. (St. Lawrence, 1975); J.D. (GW Law, 1978) .
- Current committee assignments align to risk, governance, and investment oversight (Compliance; Nominating & Governance; Investment) .
Equity Ownership
| Security | Dollar Range (12/31/2024) | Shares Owned (12/31/2024) | Notes |
|---|---|---|---|
| BXMX (S&P Buy-Write) | $0 | 0 | Each Board Member’s individual holdings in each fund were <1% outstanding as of 2/18/2025 |
Ownership policy and alignment:
- Governance principle: each Board Member is expected to invest (directly or deferred) at least one year of compensation in funds within the Fund Complex .
- Aggregate “fund complex” dollar-range holdings are disclosed for several trustees; no aggregate entry is shown for Medero in the Appendix A aggregate table .
Governance Assessment
-
Strengths:
- Independent trustee with no ties to Adviser/parent; regulatory/legal depth enhances committee oversight (especially Compliance and Governance) .
- Attendance threshold met (≥75% at Board and applicable committees) with a robust cadence of meetings, indicating engagement .
- Section 16(a) compliance: Funds report directors and officers complied with filing requirements in the last fiscal year .
-
Alignment and pay structure observations:
- Significant 2024 increase in fixed retainer to $350,000 and higher committee retainers in 2025; may attract scrutiny on cost vs. value, but structure is transparent and uniform across independent trustees .
- Medero had no direct BXMX holdings as of 12/31/2024; while the board encourages one-year-compensation investment across the complex, BXMX-specific dollar range is $0 and shares owned are 0 (alignment relies on complex-level exposure and/or deferred compensation usage) .
- Deferred compensation election is in use (BXMX deferrals $1,418 last fiscal year), modestly aligning interests via fund-tracked deferrals .
-
Conflicts/related-party exposure:
- No related-party transactions disclosed for directors; independence affirmed; Medero is not listed among trustees with interests in companies advised by affiliates under common control with the Adviser (the example shown pertains to another trustee) .
-
RED FLAGS to monitor:
- BXMX-specific ownership: $0 and 0 shares as of 12/31/2024 could be viewed as lower “skin-in-the-game” at the fund level despite complex-wide ownership expectations .
- Director retainer step-up and 2025 committee retainer increases—ensure continued disclosure on workload, deliverables, and effectiveness to justify higher fixed compensation .