Joanne Medero
About Joanne T. Medero
Independent director of Nuveen Credit Strategies Income Fund (JQC); year of birth 1954; Class III trustee with term through 2027; joined the Nuveen fund boards in 2021; oversees 218 portfolios across the fund complex. She brings 30+ years of financial services, legal, and public policy experience (BlackRock, Barclays/Barclays Global Investors, CFTC General Counsel), with B.A. from St. Lawrence University (1975) and J.D. from George Washington University Law School (1978). She is deemed independent under the Investment Company Act and has never been employed by TIAA or Nuveen; attendance in the last fiscal year was at least 75% of Board and committee meetings.
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 focus |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative and regulatory advocacy |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Led global legal and governance functions |
| Orrick, Herrington & Sutcliffe LLP | Partner | 1993–1995 | Derivatives and financial markets regulation specialist |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Chief legal officer for U.S. derivatives regulator |
| The White House – Office of Presidential Personnel | Deputy Associate Director/Associate Director for Legal & Financial Affairs | 1986–1989 | Senior legal/financial policy roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | Since 2019 | Education/professional development exchanges |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Market structure and regulatory advice |
| SIFMA Asset Management Group Steering Committee | Chair | 2016–2018 | Industry policy leadership |
| Managed Funds Association – CTA/CPO & Futures Committee | Chair | 2010–2012 | Derivatives industry standards |
| Federalist Society – Corporations, Antitrust & Securities Practice Group | Chair | 2010–2022; 2000–2002 | Legal policy engagement |
Board Governance
- Board structure: Unitary independent board across Nuveen closed-end and other funds; independent Chair (Robert L. Young). Medero is Class III trustee (term through 2027) and an Independent Board Member.
- Committee assignments (JQC): Compliance, Risk Management & Regulatory Oversight Committee (member); Nominating & Governance Committee (member); Investment Committee (member). She is not a member of the Audit, Executive, Dividend, or Closed-End Fund Committees.
- Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year.
| JQC Meeting Activity (Last Fiscal Year) | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 8 |
| Executive Committee Meetings | 8 |
| Dividend Committee Meetings | 8 |
| Compliance Committee Meetings | 6 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 5 |
| Investment Committee Meetings | 4 |
| Closed-End Fund Committee Meetings | 4 |
Fixed Compensation
- Structure: Cash retainer and committee retainers (no equity awards); ad hoc fees and special assignment stipends; deferred compensation plan available (book-reserve, fund-linked).
| Nuveen Fund Complex Independent Director Fee Framework | 2024 | 2025 |
|---|---|---|
| Annual Director Retainer (cash) | $350,000 | $350,000 |
| Audit Committee membership retainer | $30,000 | $35,000 |
| Compliance, Risk Mgmt & Regulatory Oversight membership retainer | $30,000 | $35,000 |
| Investment Committee membership retainer | $20,000 | $30,000 |
| Dividend Committee membership retainer | $20,000 | $25,000 |
| Nominating & Governance membership retainer | $20,000 | $25,000 |
| Closed-End Funds Committee membership retainer | $20,000 | $25,000 |
| Board Chair/Co-Chair additional retainer | $140,000 | $150,000 |
| Audit & Compliance Chair/Co-Chair additional retainer | $30,000 | $35,000 |
| Investment Chair/Co-Chair additional retainer | $20,000 | $30,000 |
| Dividend, Nominating, Closed-End Chair/Co-Chair additional retainer | $20,000 | $25,000 |
| Ad hoc Board/Committee meeting fee | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting |
| Special assignment committee quarterly fee (Chair/Co-Chair) | From $1,250 | From $1,250 |
| Special assignment committee quarterly fee (Member) | From $5,000 | From $5,000 |
| JQC-specific Compensation to Joanne T. Medero (Last Fiscal Year) | Amount ($) |
|---|---|
| Aggregate compensation from JQC | 3,963 |
| Deferred fees associated with JQC (incl. assumed investment return) | 1,707 |
Performance Compensation
| Element | Status |
|---|---|
| Annual/target bonus tied to performance metrics | None disclosed; independent director pay comprised of retainers/fees |
| Equity awards (RSUs/PSUs), options, vesting schedules | None disclosed for independent directors |
| Change-in-control, severance, clawbacks, tax gross-ups | Not applicable to independent directors in proxy |
Other Directorships & Interlocks
- No public company directorships are disclosed for Medero; disclosed external board role is Baltic-American Freedom Foundation (non-profit).
Expertise & Qualifications
- Former CFTC General Counsel; deep expertise in derivatives regulation and financial market oversight; senior public policy leadership at BlackRock and Barclays; extensive governance/legal credentials.
- Oversees 218 portfolios across Nuveen/TIAA fund complex, indicating breadth of oversight experience.
Equity Ownership
| Measure | JQC | Note |
|---|---|---|
| Dollar range of equity securities beneficially owned | $0 | Individual beneficial ownership <1% of outstanding shares for each Board Member (as of Feb 18, 2025). |
| Shares owned (beneficial) | 0 | Group holdings data provided; individual Medero listed as 0. |
| Board principle: expected investment in fund complex | One year of compensation expected (in Nuveen funds broadly) | Proxy does not provide Medero’s aggregate complex holdings; JQC-specific holding shows $0. |
Governance Assessment
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Independence and regulatory expertise: Medero’s background (CFTC GC; BlackRock/Barclays policy leadership) is additive for compliance and governance-heavy funds; independence affirmed by the board. This supports confidence in risk oversight and regulatory navigation.
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Committee footprint: Active on Compliance, Nominating & Governance, and Investment Committees, aligning with her legal/policy profile; not on Audit, which concentrates financial reporting/valuation oversight. Rotational committee structure provides cross-coverage.
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Engagement signal: Board/committee cadence for JQC was high (e.g., 14 Audit, 6 Compliance, 5 Nominating & Governance), with overall ≥75% attendance—positive engagement indicator.
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Pay structure trend: Shift to larger fixed retainer and committee retainers in 2024–2025, increasing guaranteed cash vs. meeting-based fees; no performance-linked pay or equity—neutral-to-negative alignment signal for investors seeking pay-for-performance in governance, though typical for closed-end fund trustees.
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Ownership alignment: Board principle expects directors to invest at least one year of compensation in Nuveen funds; Medero shows $0 in JQC. Aggregate complex holdings for Medero are not disclosed in the proxy tables, leaving compliance with the principle unclear—monitor as a potential alignment gap.
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Conflicts/related-party exposure: No related-party transactions disclosed for Medero; board members are independent of TIAA/Nuveen; Section 16(a) filings deemed compliant last fiscal year—low conflict signal.
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RED FLAGS:
- No equity or performance-linked compensation; all-cash retainers reduce pay-for-performance alignment for governance-sensitive investors.
- JQC-specific ownership of $0 raises fund-level alignment questions (mitigated if aggregate complex holdings exist; not disclosed here).