Joanne Medero
About Joanne T. Medero
Independent Board Member at DIAX since 2021; Class III term through the 2027 annual meeting. Born 1954. J.D., George Washington University Law School (1978); B.A., St. Lawrence University (1975). Over 30 years in financial services spanning BlackRock, Barclays Global Investors, and senior regulatory roles including General Counsel of the CFTC and legal/government roles at the White House .
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 corporate governance advisor |
| 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 | Led global legal and corporate secretarial functions |
| Orrick, Herrington & Sutcliffe LLP | Partner (derivatives and financial markets regulation) | 1993–1995 | Specialized in derivatives/market regulation |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Served as top legal officer |
| White House, Office of Presidential Personnel | Deputy Associate Director/Associate Director (Legal and Financial Affairs) | 1986–1989 | Legal/financial affairs leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Board of Directors | Since 2019 | Non-profit exchanges for Baltic states |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 | Industry leadership |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Industry leadership |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Regulatory advisory |
| The Federalist Society (Corporations, Antitrust & Securities Practice Group) | Chair | 2010–2022 and 2000–2002 | Policy/legal leadership |
Board Governance
- Status and Tenure: Independent Board Member; Class III term to 2027; joined the Nuveen fund boards in 2021 .
- Committee Assignments (DIAX and fund complex):
- Nominating & Governance Committee – Member (committee composed entirely of Independent Board Members) .
- Investment Committee – Member (committee of Independent Trustees; fund performance and risk oversight) .
- Not listed on Audit, Dividend, Executive, Closed-End Funds committees in current rosters .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year .
- Independence: Committees noted above are comprised solely of independent members under NYSE/NASDAQ standards .
Fixed Compensation
Board pay moved from a meeting-fee model (2023) to higher fixed retainers and committee retainers (effective Jan 1, 2024; with increases as of Jan 1, 2025).
| Component | 2024 Amount (USD) | 2025 Amount (USD) | Notes |
|---|---|---|---|
| Annual Independent Board Member retainer | $350,000 | $350,000 | Effective Jan 1, 2024 |
| Audit Committee membership retainer | $30,000 | $35,000 | Per member; annual |
| Compliance, Risk Mgmt & Regulatory Oversight membership retainer | $30,000 | $35,000 | Per member; annual |
| Investment Committee membership retainer | $20,000 | $30,000 | Per member; annual |
| Dividend Committee membership retainer | $20,000 | $25,000 | Per member; annual |
| Nominating & Governance membership retainer | $20,000 | $25,000 | Per member; annual |
| Closed-End Funds Committee membership retainer | $20,000 | $25,000 | Per member; annual |
| Board Chair/Co-Chair | $140,000 | $150,000 | Annual; not applicable to Medero unless designated |
| Committee Chairs (Audit, Compliance) | $30,000 | $35,000 | Annual |
| Investment Committee Chair | $20,000 | $30,000 | Annual |
| Dividend, Nominating, Closed-End Chairs | $20,000 | $25,000 | Annual |
| Ad hoc meeting fees | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting | Based on length and immediacy |
| Special assignment committees | Chair: $1,250/qtr; Members: $5,000/qtr | Chair: $1,250/qtr; Members: $5,000/qtr | Starting amounts; quarterly |
| Prior structure (calendar 2023) | Meeting-based fees (varied by committee) | N/A | Detailed per-meeting schedule in 2023 |
DIAX-specific last fiscal year payments:
| Metric | Amount (USD) | Period |
|---|---|---|
| Aggregate compensation paid by DIAX to Joanne T. Medero | $1,590 | Last fiscal year |
Performance Compensation
No performance-based director compensation (no bonuses, options, or PSUs/RSUs for Board Members disclosed). Independent Board Members may elect to defer fees into a Deferred Compensation Plan that tracks fund returns.
| Metric | DIAX (Dow Dynamic Overwrite) | Notes |
|---|---|---|
| Deferred fees credited (Medero) | $556 | Book reserve account tracks as if invested in eligible Nuveen funds; distributions in lump sum or over 2–20 years |
| Performance metrics tied to director pay | None disclosed | No TSR/EBITDA/ESG metrics for director compensation |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Non-profit/academic boards | Baltic-American Freedom Foundation (Director since 2019) |
| Industry groups (leadership) | SIFMA AMG Steering Committee Chair (2016–2018); MFA CTA/CPO & Futures Committee Chair (2010–2012); Federalist Society practice group Chair (2010–2022; 2000–2002); CFTC Global Markets Advisory Committee member (2006–2010) |
| Interlocks/related-party exposure | None disclosed for Medero; table of board members owning affiliate-advised companies lists Kenny, not Medero |
Expertise & Qualifications
- Regulatory and policy expertise: Former CFTC General Counsel; extensive government relations at BlackRock and Barclays .
- Legal credentials: J.D. with deep derivatives and market regulation experience; former partner at Orrick .
- Governance experience: Leadership roles in major industry associations and advisory committees .
- Oversight capacity: Serves on Investment and Nominating & Governance Committees; committees comprised entirely of independent trustees .
Equity Ownership
| Metric | DIAX | Complex-Wide Notes |
|---|---|---|
| Dollar range of equity securities beneficially owned (Medero) | $0 | Dollar ranges disclosed per fund; DIAX shows $0 |
| Shares owned in DIAX | 0 | Fund-level share counts; DIAX shows 0 |
| % of shares outstanding | <1% | As of Feb 18, 2025, each Board Member’s holdings <1% of each Fund’s outstanding shares |
| Ownership guideline policy | Expected to invest at least one year of Board compensation in funds in the Fund Complex (directly or deferred) | Governance principle adopted by Nuveen Funds boards |
| Deferred fees (Medero, DIAX) | $556 | Counts as book reserve as if invested; not beneficial ownership of DIAX shares |
Governance Assessment
-
Strengths
- Independence and committee roles: Medero serves on Nominating & Governance and Investment Committees, both comprised solely of independent trustees—supports board effectiveness and risk oversight .
- Attendance: At least 75% participation in Board and committee meetings in the last fiscal year—acceptable engagement baseline .
- Regulatory depth: Former CFTC General Counsel and senior public policy roles provide valuable governance and compliance oversight capabilities .
-
Watch Items / Red Flags
- Direct ownership alignment: $0 DIAX beneficial ownership and 0 shares; alignment primarily via deferred fees rather than direct holdings—may be perceived as lower “skin in the game” for DIAX specifically .
- Holdover terms in certain funds: 2024 elections for some Nuveen funds (Core Plus Impact, Multi-Asset Income) resulted in holdover trustees due to voting thresholds; while not DIAX-specific, cross-complex governance dynamics merit monitoring .
- Not on Audit Committee: Medero is not currently an Audit Committee member; financial expert designations are held by other directors—neutral but relevant for audit oversight distribution .
-
Compensation Structure Signals
- Shift to higher fixed retainers (2024) from meeting-fee model (2023) increases guaranteed cash vs. variable meeting fees—clarifies pay and may reduce short-term meeting fee incentives; committee retainers and chair fees increased again in 2025 .
- DIAX allocation: Fund-level aggregate compensation paid to Medero was $1,590 last fiscal year; DIAX deferred fees credited at $556—small absolute fund-level amounts consistent with complex-wide allocation methodology .
Overall: Medero’s independent status, regulatory expertise, and committee assignments support governance quality. Direct DIAX ownership is nil, with alignment supported via deferred compensation. No related-party transactions or conflicts disclosed for Medero; continue monitoring cross-fund election outcomes and committee workloads for potential governance signals .