Joanne T. Medero
About Joanne T. Medero
Independent Class III Board Member of Nuveen Real Asset Income and Growth Fund (JRI); first joined the Nuveen Funds boards in 2021. Year of birth: 1954. Former Managing Director at BlackRock (Government Relations & Public Policy, 2009–2020; also Senior Advisor to the Vice Chairman, 2018–2020). Prior roles include Global GC & Corporate Secretary at Barclays Global Investors and General Counsel of the CFTC, bringing deep policy, legal, derivatives, and asset‑management governance expertise. She is independent (not an “interested person”) and has never been an employee or director of TIAA or Nuveen or affiliates .
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 | Led policy guidance and advocacy for investment banking/management/wealth businesses |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Global legal and governance leadership |
| Orrick, Herrington & Sutcliffe LLP | Partner (Derivatives and financial markets regulation) | 1993–1995 | Derivatives regulation expertise |
| U.S. Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Principal legal officer for U.S. derivatives regulator |
| The White House, Office of Presidential Personnel | Deputy Associate Director/Associate Director for Legal and Financial Affairs | 1986–1989 | Senior federal executive branch role |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Baltic‑American Freedom Foundation | Director | Since 2019 | Non‑profit board |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 | Industry policy leadership |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Derivatives industry governance |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Regulatory advisory role |
Board Governance
- Current status: Independent Class III Board Member; for JRI, nominee for election at the April 17, 2025 Annual Meeting to serve a term expiring at the 2027 annual meeting (prior 2024 meeting lacked quorum; continuing in holdover until successor elected) .
- Committee assignments (no chair roles):
- Compliance, Risk Management & Regulatory Oversight Committee – Member
- Nominating & Governance Committee – Member
- Investment Committee – Member
- Not on Audit, Dividend, Executive, or Closed‑End Fund Committees
- Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year .
- Oversight scope: Oversees 218 portfolios in the fund complex .
- Meeting load for JRI in last fiscal year: Regular Board (5), Special Board (9), Executive (5), Dividend (10), Compliance (5), Audit (14), Nominating & Governance (5), Investment (4), Closed‑End (4) .
Fixed Compensation
Compensation structure (effective dates shown) and actuals relevant to Ms. Medero:
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Base retainer (Independent Board Member) | $350,000 | $350,000 | Applies to all independent members |
| Membership retainer – Compliance, Risk Mgmt & Regulatory Oversight | $30,000 | $35,000 | Medero is a member |
| Membership retainer – Investment Committee | $20,000 | $30,000 | Medero is a member |
| Membership retainer – Nominating & Governance | $20,000 | $25,000 | Medero is a member |
| Chair retainers | N/A | N/A | Medero is not a chair |
| Ad hoc meeting fees | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting | As applicable |
FY 2024 actual fees paid:
| Metric | Amount |
|---|---|
| JRI (fund‑level fees paid to Medero) | $1,407 |
| Total from funds in the Nuveen Fund Complex (FY 2024) | $461,987 |
| Deferred compensation credited (JRI component) | $492 |
Additional notes:
- Deferred Compensation Plan available; directors may defer fees into designated Nuveen funds; distributions in lump sum or 2–20 years .
- Officers of the Funds receive no compensation from the Funds; CCO comp is paid by the Adviser (with Board input) .
Performance Compensation
| Component | Status |
|---|---|
| Cash bonus | Not disclosed/Not applicable for independent directors; compensation is retainer and committee‑based |
| Equity awards (RSUs/PSUs/Options) | Not disclosed/Not applicable for independent directors |
| Performance metrics (financial/ESG/TSR) | Not disclosed/Not applicable for independent directors |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Committee roles | Notes |
|---|---|---|---|---|
| Baltic‑American Freedom Foundation | Non‑profit | Director | — | Only external directorship disclosed in past five years |
No current public company directorships were disclosed for Ms. Medero in the proxy statement .
Expertise & Qualifications
- 30+ years across financial regulation, derivatives, asset‑management legal and policy leadership (CFTC General Counsel; BGI GC/Secretary; Barclays Group policy head; BlackRock public policy) .
- Governance and regulatory policy leadership via SIFMA AMG and MFA committees; prior service on CFTC GMAC .
- Independence affirmed; not an “interested person” and never an employee/director of TIAA/Nuveen or affiliates .
Equity Ownership
| Item | Value |
|---|---|
| JRI – Dollar range of equity owned (as of 12/31/2024) | $0 |
| JRI – Shares owned (as of 12/31/2024) | 0 |
| Ownership as % of JRI outstanding | <1% for each Board Member; Board and officers as a group <1% of each Fund |
| Shares pledged/hedged | Not disclosed in proxy |
| Stock ownership guideline (Board principle) | Board Members are expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex |
| Compliance with guideline | Not disclosed by individual in proxy |
Governance Assessment
-
Strengths
- Independent director with substantial regulatory, legal, and asset‑management policy experience; service on risk, governance, and investment oversight committees aligns with her background .
- Attendance threshold met (≥75% of Board and committee meetings) in a high‑engagement year for JRI (extensive committee activity) .
- Section 16(a) compliance: the Funds report timely ownership filings by Board Members in the last fiscal year .
-
Potential concerns and watch items
- Equity alignment: $0 beneficial ownership in JRI as of December 31, 2024; while the Board expects investment across the complex equal to one year’s compensation, individual compliance is not disclosed. For JRI specifically, lack of direct ownership may be viewed as weaker alignment with shareholders. RED FLAG: $0 JRI ownership .
- Election/holdover dynamics: 2024 JRI shareholder meeting lacked quorum; Medero continues as a holdover and is a 2025 nominee; while procedural, repeated adjournments/holdovers can signal shareholder engagement/friction in closed‑end funds .
- Pay structure shift: Effective 2024–2025, compensation moved to higher fixed retainers (with 2025 increases) and ad‑hoc fees; though standard for large complexes, investors may monitor the balance between fixed and variable time‑based fees relative to fund performance and discount dynamics .
-
Net view for investor confidence
- Medero’s deep regulatory and governance expertise, independent status, and service on compliance, governance, and investment committees support board effectiveness for JRI. The primary alignment watch‑item is absence of direct JRI share ownership, mitigated partially by the complex‑level investment expectation, though individual compliance is undisclosed .
RED FLAGS
- $0 beneficial ownership in JRI as of 12/31/2024 .
- Holdover status due to 2024 meeting quorum issues; nominee again in 2025 .