Joanne Medero

About Joanne T. Medero

Independent trustee of Nuveen Mortgage & Income Fund (JLS) since 2021; Class III Board Member with term expiring at the 2027 annual meeting. Year of birth 1954. Former Managing Director at BlackRock and Barclays with deep public policy, legal, and derivatives regulation expertise; J.D. from George Washington University Law School and B.A. from St. Lawrence University. The Nuveen funds classify her as an Independent Board Member (not an “interested person”) under the 1940 Act.

Past Roles

External Roles

Board Governance

• Independence: All current trustees and nominees, including Medero, are “Independent Board Members” (not interested persons of the Funds or the Adviser/TIAA/Nuveen).
• Committee memberships (JLS board complex):
  • Compliance, Risk Management & Regulatory Oversight Committee (member)
  • Nominating & Governance Committee (member)
  • Investment Committee (member)
  • Not a member of the Audit, Dividend, Executive, or Closed-End Fund Committees.
• Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year.
• Board class/tenure: Class III trustee; current term runs to 2027 for funds where applicable; she joined the Nuveen funds boards in 2021.
• JLS 2024 meeting load (last fiscal year):
  • Regular Board: 5; Special Board: 9; Executive: 5; Dividend: 10; Compliance: 5; Audit: 14; Nominating & Governance: 5; Investment: 4; Closed-End Fund: 4.

Fixed Compensation

• Structure (Independent Trustees; effective dates apply complex-wide and are allocated across funds):
  • Through Dec 31, 2023: $210,000 annual retainer; per-meeting fees (e.g., $7,250 regular Board, $4,000 special Board, $2,500 Audit/Closed-End/Investment, $5,000 Compliance, etc.); chair retainers up to $140,000; site visit fees and ad hoc fees as described.
  • Effective Jan 1, 2024: $350,000 annual retainer; committee membership retainers ($30,000 Audit; $30,000 Compliance; $20,000 Investment; $20,000 Dividend/Nominating/Closed-End) and chair retainers; ad hoc meeting fees $1,000–$2,500; special assignment quarterly fees.
  • Effective Jan 1, 2025: increases to certain committee membership and chair retainers (e.g., Audit and Compliance to $35,000; Investment membership to $30,000; Dividend/Nominating/Closed-End membership to $25,000; Board Chair to $150,000; related chair fees increased).

• JLS-specific paid amounts (last fiscal year): JLS paid Medero $380; total compensation across the fund complex paid to Medero was $461,987.
• Deferred compensation: Medero elected to defer a portion of fees; JLS-attributed deferred amount was $133 (value of assumed investment in designated Nuveen funds).

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• 30+ years in financial services spanning asset management legal leadership, government relations, and U.S. derivatives regulation (former CFTC General Counsel; former Global GC of BGI).
• Extensive policy/industry leadership (SIFMA AMG Steering Committee Chair; MFA committee chair; long-standing roles in policy/legal organizations).
• Legal and governance credentials; J.D. (George Washington University Law School), B.A. (St. Lawrence University).

Equity Ownership

• Ownership guideline: Board principle expects each trustee to invest at least the equivalent of one year of compensation in funds within the Nuveen fund complex (directly or via deferral). Compliance status is not enumerated per individual in the proxy.

Governance Assessment

• Strengths

  • Independent status and no employment or board ties to Adviser/TIAA/Nuveen; sits on governance-centric committees (Compliance; Nominating & Governance; Investment), aligning with her regulatory and policy background.
  • Attendance threshold met (≥75% of meetings) amid a heavy meeting cadence at JLS (e.g., 14 Audit, 10 Dividend, 9 Special Board).
  • Significant prior regulatory and legal leadership (CFTC GC; BlackRock/Barclays policy lead) supports board risk oversight and regulatory navigation.

• Potential concerns / investor watchpoints

  • Direct ownership in JLS is $0 and 0 shares; while the board has a complex-wide ownership expectation, lack of fund-specific holdings can be perceived as weaker alignment at the individual fund level.
  • Independent trustee compensation increased meaningfully in 2024 (to $350,000 retainer) with further committee fee increases in 2025, which, while consistent with workload expansion and consolidation, can raise governance cost sensitivity for fee-aware investors.
  • No related-party transactions or adviser-affiliation conflicts are disclosed for Medero; continue monitoring for any new interlocks.

• Compliance and disclosure notes

  • Section 16(a) filings: Funds report compliance by trustees and officers during the last fiscal year.
  • Elections: For JLS, 2025 ballot includes Class I nominees; Medero is a continuing Class III trustee with term to 2027 (not up for JLS election in 2025).

Fixed Compensation (JLS and Complex) – Detail Table

Performance Compensation – Metrics Table

Other Directorships & Interlocks – Table

Board Governance – Committee Assignments (Current)

RED FLAGS: None material disclosed specific to Medero (no related-party transactions, no Section 16 deficiencies). Alignment watchpoint: $0 direct ownership in JLS despite complex-wide investment guideline; monitor future ownership disclosures for progress.