Joanne Medero
About Joanne T. Medero
Independent Board Member (since 2021) with 30+ years in financial services and public policy; born 1954; Class III trustee with current term running to the 2027 annual meeting (serving as a holdover until successors are elected where quorums were not met) . Prior roles include Managing Director, Government Relations and Public Policy at BlackRock (2009–2020) and Senior Advisor to the Vice Chairman (2018–2020), after senior legal, policy, and regulatory posts at Barclays/Barclays Global Investors, the CFTC (General Counsel), the White House (OPP), and Orrick (partner) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to the Vice Chairman | 2009–2020; 2018–2020 | Public policy and corporate 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 | Oversight of global legal and corporate governance functions |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Chief legal officer; derivatives market regulation |
| The White House, Office of Presidential Personnel | Deputy Associate/Associate Director for Legal & Financial Affairs | 1986–1989 | Executive branch personnel vetting and policy |
| Orrick, Herrington & Sutcliffe LLP | Partner (Derivatives & Financial Markets Regulation) | 1993–1995 | Specialized on derivatives and market regulation |
| Industry Associations | Chair, SIFMA AMG Steering Committee; Chair, MFA CTA/CPO & Futures Committee; Chair, Federalist Society Corporations/Antitrust/Securities PG | 2016–2018; 2010–2012; 2010–2022 & 2000–2002 | Sector leadership and policy influence |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | 2019 | Non-profit supporting Baltic education/exchanges |
Board Governance
- Independence: Determined “not interested” under the 1940 Act; never an employee/director of TIAA/Nuveen or affiliates; deemed an Independent Board Member .
- Committees: Member — Compliance, Risk Management & Regulatory Oversight; Nominating & Governance; Investment .
- Attendance: Each Board Member attended ≥75% of Board and committee meetings in the last fiscal year .
- Tenure/Term: Board service since 2021; Class III term to 2027; serving as a holdover in multiple Nuveen funds (including JMM) following repeated shareholder meeting adjournments for lack of quorum .
- Leadership: Not designated as chair in committee rosters (Compliance Chair: Wolff; Nominating & Governance Chair: Young; Closed-End Fund Chair: Moschner) .
Fixed Compensation
| Component | 2023 Structure (through Dec 31, 2023) | 2024 Structure (from Jan 1, 2024) | 2025 Update (from Jan 1, 2025) |
|---|---|---|---|
| Annual Board Retainer | $210,000 | $350,000 | $350,000 (unchanged) |
| Audit Committee (member) | $2,500 per mtg | $30,000 annual | $35,000 annual |
| Compliance/Risk (member) | $5,000 per mtg | $30,000 annual | $35,000 annual |
| Investment Committee (member) | $2,500 per mtg | $20,000 annual | $30,000 annual |
| Dividend, Nominating & Governance, Closed-End (member) | $1,250 per mtg (Dividend); $500 all other committees | $20,000 annual each | $25,000 annual each |
| Board Chair | $140,000 | $140,000 | $150,000 |
| Ad hoc/special assignments | Per-meeting fees (varied) | $1,000 or $2,500 per ad hoc meeting; special assignment chair/co-chair $1,250/qtr; members $5,000/qtr | Same |
Implication: Shift from per-meeting fees to higher fixed retainers improves predictability and may increase total cash comp for active committee memberships .
Performance Compensation
- No performance-based equity or option awards are disclosed for directors; compensation is cash retainers plus committee retainers and ad hoc fees; a non-equity Deferred Compensation Plan allows fee deferrals notionally into fund shares .
- No TSR/EBITDA/ESG performance metrics apply to director pay .
Director Compensation (Amounts Paid)
| Fund/Complex | Aggregate Compensation to Joanne T. Medero (most recent FY, per 2025 proxy) |
|---|---|
| JMM (Nuveen Multi-Market Income) | $265 |
| Total from funds in Nuveen Fund Complex | $461,987 |
| Prior-year total (per 2024 proxy) | $431,445 |
Deferred Compensation Elections (Selected Funds)
| Fund | Deferred Fees Payable for Medero |
|---|---|
| JMM (Multi-Market Income) | $127 |
| JPC (Preferred & Income Opportunities) | $3,697 |
| BXMX (S&P 500 Buy-Write) | $1,418 |
| QQQX (NASDAQ 100 Dynamic Overwrite) | $1,199 |
| NPFD (Variable Rate Preferred & Income) | $969 |
The Deferred Compensation Plan credits a book reserve as if invested in designated Nuveen funds, with payouts in lump sum or over 2–20 years at the director’s election .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Medero in JMM proxy biographies . |
| Non-profit/academic boards | Baltic-American Freedom Foundation (Director since 2019) . |
| Potential interlocks with adviser/affiliates | Board determined Independent; no employment/directorship ties to TIAA/Nuveen or affiliates . |
Expertise & Qualifications
- Financial regulation and policy: former CFTC General Counsel; extensive derivatives/markets legal expertise .
- Governance and public policy leadership across BlackRock/Barclays and major industry associations (SIFMA AMG, MFA committees) .
- Legal credentials: J.D., George Washington University Law School; prior partner at Orrick .
- Fund oversight experience: Oversees 218 portfolios in the Nuveen/TIAA fund complex .
Equity Ownership
| Measure | JMM (JMM) | Note |
|---|---|---|
| Dollar range of beneficial ownership | $0 | As of Dec 31, 2024 (Appendix A) |
| Shares beneficially owned | 0 | As of Dec 31, 2024 |
| Board investment principle | Expected to invest at least one year of compensation directly or on a deferred basis in Nuveen funds |
Governance Assessment
-
Strengths:
- Independent director with deep regulatory and governance expertise; sits on key risk/compliance and governance committees .
- Attendance met or exceeded the 75% threshold in the last fiscal year, indicating engagement .
- Uses the Deferred Compensation Plan (indicative of alignment via notional fund exposure) .
-
Watch items / potential red flags:
- Persistent “holdover” trustee status at JMM due to repeated failure to reach meeting quorum (2021–2024), delaying refreshed shareholder mandates; this is a process/engagement risk rather than a director-specific issue .
- No direct JMM share ownership reported ($0 and 0 shares), though the board’s policy allows alignment via deferred compensation rather than direct holdings .
-
Related-party/Conflicts: No related-party transactions or adviser/affiliate ties disclosed for Medero; Section 16 filings deemed compliant in last fiscal year .
Board Governance (Additional Detail)
| Item | Detail |
|---|---|
| Committee memberships | Compliance, Risk Management & Regulatory Oversight (member); Nominating & Governance (member); Investment (member) . |
| Chair roles | Not listed as chair (Compliance Chair: Wolff; N&G Chair: Young; Closed-End Fund Chair: Moschner) . |
| Chair/Lead Independent | Board Chair: Robert L. Young (Independent) . |
| Meeting cadence (JMM FY last) | JMM held 5 regular Board, 8 special Board, 9 Executive, 9 Dividend, 6 Compliance, 14 Audit, 5 N&G, 4 Investment, 4 Closed-End Committee meetings . |
Notes on Elections
- Class III nominee history and term: Medero designated Class III; last stood for elections across funds; at JMM, prior meetings lacked quorum (2021–2024), so trustees (including Medero) continue as holdovers until successors are elected; on ballot for 2025 with term expiring at 2027 meeting if elected .
Summary
Medero brings high-caliber regulatory and governance expertise, is independent, and serves on the Board’s core risk and governance committees with satisfactory attendance. Key monitoring points for investors are structural (fund shareholder quorum/holdover dynamics) and alignment optics from zero direct JMM share ownership, partially mitigated by her use of the deferred compensation program to obtain notional exposure to Nuveen funds .