Joanne T. Medero
About Joanne T. Medero
Independent Board Member of Nuveen Preferred & Income Opportunities Fund (JPC); year of birth 1954; joined the Nuveen funds’ Board in 2021. She brings >30 years in financial services, including Managing Director roles at BlackRock and Barclays Global Investors, General Counsel of the CFTC, and legal/regulatory expertise in derivatives; education includes a B.A. (St. Lawrence University, 1975) and J.D. (George Washington University Law School, 1978). She is a Class III Board Member last elected at the April 12, 2024 annual meeting; she oversees 218 Nuveen portfolios in the fund complex and is treated as an Independent Board Member (“not an interested person”) under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy | 2009–2020 | Senior Advisor to Vice Chairman focusing on public policy & corporate governance (2018–2020) |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative/regulatory advocacy across investment banking, investment management, wealth management |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Global legal, governance leadership; BGI merged with BlackRock in 2009 |
| Orrick, Herrington & Sutcliffe LLP | Partner | 1993–1995 | Specialized in derivatives & financial markets regulation |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Led derivatives market regulation legal function |
| The White House, Office of Presidential Personnel | Deputy Associate Director/Associate Director, Legal & Financial Affairs | 1986–1989 | Senior government service in personnel governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Board of Directors (Member) | Since 2019 | Education and professional exchange mission |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 | Industry leadership |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Derivatives/alternatives advocacy |
| The Federalist Society (Corporations, Antitrust & Securities Practice Group) | Chair | 2010–2022; 2000–2002 | Governance/legal discourse leadership |
Board Governance
- Independence: Listed among Board Members “who are not ‘interested persons’” and serves on committees composed entirely of Independent Board Members .
- Committee memberships (JPC and complex-wide):
- Nominating & Governance Committee – Member (Chair: Robert L. Young) .
- Investment Committee – Member (Co-Chairs: Joseph A. Boateng for certain funds and Amy B.R. Lancellotta) .
- Compliance, Risk Management & Regulatory Oversight Committee – Member (Chair: Margaret L. Wolff) .
- Not listed as member of Audit (Chair: John K. Nelson), Dividend (Chair: Matthew Thornton III), Closed-End Fund Committee (Chair: Albin F. Moschner), or Executive Committee .
- Attendance: Each Board Member attended ≥75% of Board and applicable committee meetings during the last fiscal year .
- Meeting cadence (last fiscal year, JPC row “Preferred & Income Opportunities”):
- Regular Board: 5; Special Board: 8; Executive Committee: 8; Dividend: 8; Compliance: 6; Audit: 14; Nominating & Governance: 5; Investment: 4; Closed-End Fund: 4 .
- Elections/tenure: Class III trustee; last elected April 12, 2024; serving since 2021 .
Fixed Compensation
| Component | 2023 (pre-Jan 1, 2024) | Effective Jan 1, 2024 | Effective Jan 1, 2025 |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $210,000 | $350,000 | $350,000 |
| Committee membership retainer – Audit | $2,500 per meeting | $30,000 annually | $35,000 annually |
| Committee membership retainer – Compliance | $5,000 per meeting | $30,000 annually | $35,000 annually |
| Committee membership retainer – Investment | $2,500 per meeting | $20,000 annually | $30,000 annually |
| Committee membership retainer – Dividend | $1,250 per meeting | $20,000 annually | $25,000 annually |
| Committee membership retainer – Nominating & Governance | $500 per meeting | $20,000 annually | $25,000 annually |
| Committee membership retainer – Closed-End Fund | $2,500 per meeting | $20,000 annually | $25,000 annually |
| Board Chair additional retainer | $140,000 | $140,000 | $150,000 |
| Committee Chair additional retainer – Audit & Compliance | $20,000 | $30,000 | $35,000 |
| Committee Chair additional retainer – Investment | $20,000 | $20,000 | $30,000 |
| Committee Chair additional retainer – Dividend/Nom/Closed-End | $20,000 | $20,000 | $25,000 |
| Ad hoc Board/Committee meeting fees | $4,000 or other per-meeting fees (varied by committee) | $1,000 or $2,500 per ad hoc meeting | $1,000 or $2,500 per ad hoc meeting |
| Site visit fees | $5,000 per day (on non-Board days) | Not specified/continued as applicable | Not specified/continued as applicable |
| Deferred Compensation Plan availability | Participating funds; elective deferral; distributions lump sum or 2–20 years | Same | Same |
- Based on her committee memberships, implied annual committee membership retainers for Ms. Medero: 2024 = $30,000 (Compliance) + $20,000 (Investment) + $20,000 (Nominating & Governance) = $70,000; 2025 = $35,000 (Compliance) + $30,000 (Investment) + $25,000 (Nominating & Governance) = $90,000. Combined with the $350,000 base retainer, implied fixed cash totals are $420,000 (2024) and $440,000 (2025), excluding any ad hoc/special assignment fees; she holds no committee chair roles per disclosures .
Performance Compensation
- No performance-linked pay elements (no bonus metrics, RSUs/PSUs, or options) are described; director compensation is structured as cash retainers and committee membership/chair retainers with ad hoc fees and elective deferred compensation into Nuveen fund shares .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Timeframe |
|---|---|---|---|
| Baltic-American Freedom Foundation | Non-profit | Director | Since 2019 |
- No other public company directorships are disclosed in the past five years for Ms. Medero (the “Other Directorships Held” entry lists only the Baltic-American Freedom Foundation) .
Expertise & Qualifications
- Derivatives and market regulation expert: Former CFTC General Counsel; law firm partner focused on derivatives regulation; leadership in MFA and SIFMA committees .
- Corporate governance and policy: Senior Advisor to BlackRock Vice Chairman; chaired Federalist Society practice group in corporate/securities .
- Education: B.A. (St. Lawrence University, 1975); J.D. (George Washington University Law School, 1978) .
- Oversight scope: Oversees 218 portfolios within Nuveen complex .
Equity Ownership
| Fund | Shares Beneficially Owned (Medero) | Ownership % of Fund |
|---|---|---|
| Nuveen Preferred & Income Opportunities Fund (JPC) | 0 (includes deferred share equivalents as applicable by plan; Medero row shows 0) | <1% (all Board Members individually <1% as of Feb 18, 2025) |
- Note: The Deferred Compensation Plan credits accounts to book reserves invested in Nuveen fund shares; these are plan share equivalents, not direct beneficial ownership; allocations are across participating funds and are not quantified per person in the proxy .
Governance Assessment
- Strengths:
- Independent status with deep regulatory/governance background (CFTC GC; BlackRock/Barclays policy leadership), aligning with oversight-intensive committees (Compliance; Investment; Nominating & Governance) .
- Attendance threshold met (≥75% of Board/committee meetings) and extensive committee infrastructure supports risk, valuation, and governance oversight .
- Watch items:
- Skin-in-the-game alignment: 0 direct beneficial ownership in JPC as of the latest disclosure; while common for fund trustees, some investors may prefer directors hold fund shares (Board as a group and individually <1%) .
- No chair roles: Medero is not listed as chair/co-chair on any committee, which limits direct agenda-setting power compared to committee chairs (e.g., Compliance Chair Wolff; N&G Chair Young; Investment Co-Chairs Boateng/Lancellotta) .
- Compensation structure signals:
- Shift in 2024–2025 from per-meeting fees to larger fixed annual retainers and committee membership retainers (base increased to $350k; committee retainers raised again in 2025), indicating a stabilizing, less activity-variable pay structure for independent trustees .
RED FLAGS: None disclosed related to related-party transactions, pledging/hedging, legal proceedings, tax gross-ups, or option repricings for directors. Ownership in adviser-affiliated private vehicles was disclosed for another trustee (Kenny), not for Medero .