Joanne T. Medero
About Joanne T. Medero
Independent Board Member of Nuveen Floating Rate Income Fund (JFR), serving as a Class III trustee with a term expiring at the 2027 annual meeting; joined the Nuveen Funds Board in 2021 and oversees 218 portfolios across the fund complex . Former Managing Director at BlackRock focusing on government relations and corporate governance (2009–2020); prior roles include Global General Counsel and Corporate Secretary at Barclays Global Investors, and General Counsel of the CFTC; education includes B.A., St. Lawrence University (1975) and J.D., George Washington University Law School (1978) . All current trustees, including Medero, are deemed Independent Board Members (not “interested persons” under the 1940 Act and with no prior employment or director role at TIAA/Nuveen) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | MD 2009–2020; Advisor 2018–2020 | Led public policy and governance initiatives for global investment manager |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative and regulatory advocacy for investment banking and management businesses |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Global GC; corporate governance leadership pre-merger with BlackRock |
| Orrick, Herrington & Sutcliffe LLP | Partner | 1993–1995 | Specialized in derivatives and financial markets regulation |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Chief legal officer; derivatives market oversight |
| The White House (Office of Presidential Personnel) | Deputy Associate/Associate Director for Legal & Financial Affairs | 1986–1989 | Executive branch personnel oversight (legal/financial) |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 | Industry advocacy and standards for asset managers |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Policy leadership for derivatives/futures participants |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | Since 2019 | Education and professional exchanges for Baltic states |
Board Governance
- Independence: Nuveen funds’ boards (including JFR) comprise Independent Board Members; Medero is independent under the 1940 Act and unaffiliated with TIAA/Nuveen .
- Committee memberships (unitary board across Nuveen funds): Compliance, Risk Management & Regulatory Oversight Committee (member); Nominating & Governance Committee (member); Investment Committee (member). No chair roles disclosed for Medero .
- Attendance: Each trustee attended at least 75% of Board and applicable committee meetings during the last fiscal year .
- JFR meeting cadence (last fiscal year): Regular Board 5; Special Board 8; Executive Committee 8; Dividend Committee 8; Compliance Committee 6; Audit Committee 14; Nominating & Governance 5; Investment Committee 4; Closed-End Fund Committee 4 .
- Expected ownership alignment: Board governance principle expects each Board Member to invest at least the equivalent of one year of compensation in funds in the Nuveen Fund Complex .
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Applies to Medero? |
|---|---|---|---|
| Annual retainer (Independent Board Member) | $350,000 | $350,000 | Yes |
| Committee membership – Audit | $30,000 | $35,000 | No (not a member) |
| Committee membership – Compliance | $30,000 | $35,000 | Yes |
| Committee membership – Investment | $20,000 | $30,000 | Yes |
| Committee membership – Dividend | $20,000 | $25,000 | No |
| Committee membership – Nominating & Governance | $20,000 | $25,000 | Yes |
| Committee membership – Closed-End Funds | $20,000 | $25,000 | No |
| Board Chair (not Medero) | $140,000 | $150,000 | No (Chair is Robert L. Young) |
| Committee Chair premiums (as applicable) | $20–30k | $25–35k | No (not a chair) |
| Ad hoc Board/Committee meetings | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting | Eligible |
| Special assignment committees | Chair/member quarterly fees start $1,250/$5,000 | Same | Eligible |
| Fund | Aggregate Compensation Paid to Medero (last FY) |
|---|---|
| Nuveen Floating Rate Income Fund (JFR) | $6,140 |
| Total from funds in Nuveen Fund Complex | $461,987 |
- Deferred Compensation Plan: Independent trustees may defer fees into a book reserve account mirroring investment in eligible Nuveen funds; distributions can be lump sum or over 2–20 years; the fund is not liable for other funds’ obligations under the plan .
Performance Compensation
| Metric/Instrument | Disclosure | Notes |
|---|---|---|
| Performance-based cash bonus | Not disclosed for trustees | Proxy describes retainers/meeting fees; no bonus metrics reported for directors |
| Equity awards (RSUs/PSUs) | Not disclosed | No stock awards or options disclosed for trustees |
| Options (strike/expiration/vesting) | Not disclosed | No option grants disclosed |
| Deferred compensation (JFR) | $2,644 | Medero deferred fees associated with JFR, treated as if invested in eligible funds |
| Clawback/COC/severance | Not applicable | Trustee compensation framework does not include these provisions |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Baltic-American Freedom Foundation | Non-profit | Director | None with JFR disclosed |
| Industry associations (SIFMA AMG; Managed Funds Association) | Industry bodies | Committee Chair roles (prior) | No direct commercial interlock disclosures with JFR |
- Public company boards: None disclosed for Medero in the past five years column of the Board Members/Nominees table .
Expertise & Qualifications
- 30+ years financial services and regulatory experience spanning BlackRock/Barclays/BGI; leadership in government relations and corporate governance .
- Former General Counsel of the CFTC; derivatives and market regulation expertise; legal background (J.D. 1978, George Washington University Law School) .
- Oversees 218 portfolios in the Nuveen/TIAA fund family, indicating broad oversight experience in investment company governance .
Equity Ownership
| Fund | Dollar Range of Equity Securities Beneficially Owned | Shares Owned |
|---|---|---|
| Nuveen Floating Rate Income Fund (JFR) | $0 | 0 |
- Ownership concentration: As of Feb 18, 2025, each Board Member’s individual beneficial shareholdings in each fund were less than 1% of that fund’s outstanding shares; Board Members and officers as a group owned less than 1% of each fund .
- Ownership guideline: Board expects each Member to invest at least one year of compensation in funds within the Nuveen Fund Complex; individual fund-level holdings for Medero in JFR are $0; aggregated compliance across the complex not disclosed in this proxy .
Governance Assessment
- Strengths: Independent status; service on key governance and oversight committees (Compliance; Nominating & Governance; Investment); robust meeting cadence and ≥75% attendance; seasoned regulatory and governance background (CFTC GC; BlackRock/Barclays) supporting risk/compliance oversight .
- Compensation alignment: Cash retainer and committee retainers with ability to defer into fund-linked accounts; clear fee schedule with 2025 increases for select committees; no equity/options awards disclosed—reduces risky pay practices .
- Ownership alignment: Governance principle encourages meaningful fund investment; however, Medero shows $0 beneficial holdings and 0 shares in JFR specifically—monitor for complex-level ownership disclosure and deferred allocations to assess alignment .
- Conflicts/Red flags: No related-party transactions or adviser interlocks disclosed for Medero; board confirms Section 16(a) compliance; not designated “audit committee financial expert” (others are), which limits audit leadership potential but is consistent with her committee assignments .
- Overall signal: Policy/regulatory expertise and committee engagement support board effectiveness; alignment relies on complex-level deferred/invested amounts rather than direct JFR holdings—investors should request clarity on trustee-level ownership vs. deferred allocations across Nuveen funds .