Joanne Medero
About Joanne T. Medero
Independent Board Member of the Nuveen funds’ unitary board since 2021; Class III term runs through the 2027 annual shareholder meeting. Born in 1954, she brings 30+ years of financial services and public policy experience, including senior roles at BlackRock, Barclays, and the U.S. CFTC. She holds a B.A. from St. Lawrence University (1975) and a J.D. from George Washington University Law School (1978), and oversees 220 portfolios in the fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | MD: Dec 2009–Jul 2020; Senior Advisor: Jul 2018–Jul 2020 | Focused on public policy and corporate governance issues. |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative and regulatory advocacy for investment banking, investment management, wealth businesses. |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel and Corporate Secretary | Joined 1996; GC/CS until 2006 | Led global legal and governance functions; BGI later merged with BlackRock (2009). |
| Orrick, Herrington & Sutcliffe LLP | Partner | 1993–1995 | Specialized in derivatives and financial markets regulation. |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Chief legal officer of U.S. derivatives regulator. |
| The White House (Office of Presidential Personnel) | Deputy Associate Director/Associate Director for Legal and Financial Affairs | 1986–1989 | Senior legal/financial policy role. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Board Member | Since 2019 | Non-profit focused on Baltic state educational/professional exchanges. |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 | Industry leadership in asset management policy. |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Derivatives/managed futures policy leadership. |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Market structure and global derivatives policy input. |
Board Governance
- Independence: Serves as an Independent Board Member; committees she serves on are composed entirely of Independent Board Members per NYSE/NASDAQ standards.
- Committee memberships (no chair roles disclosed for Medero):
- Compliance, Risk Management & Regulatory Oversight Committee – Member.
- Nominating & Governance Committee – Member.
- Investment Committee – Member (committee co-chairs are Boateng and Lancellotta).
- Not on Audit Committee (members listed do not include Medero).
- Not on Closed-End Fund Committee (members listed do not include Medero).
- Attendance: Each Board Member attended ≥75% of Board and applicable committee meetings in the last fiscal year.
- Board structure: Unitary board overseeing 220 portfolios for governance efficiency and consistency across the complex.
Fixed Compensation
| Component | Amount (Pre-2025) | Amount (Effective Jan 1, 2025) | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Member) | $350,000 | $350,000 | Base cash retainer. |
| Audit Committee – membership | $30,000 | $35,000 | Not applicable to Medero (not a member). |
| Compliance Committee – membership | $30,000 | $35,000 | Medero is a member. |
| Investment Committee – membership | $20,000 | $30,000 | Medero is a member. |
| Nominating & Governance – membership | $20,000 | $25,000 | Medero is a member. |
| Closed-End Funds – membership | $20,000 | $25,000 | Not applicable to Medero (not a member). |
| Ad hoc meeting fees | $1,000–$2,500 | $1,000–$2,500 | Based on meeting length/immediacy. |
| Special assignment committees | Chair: ≥$1,250/qtr; Member: ≥$5,000/qtr | Chair: ≥$1,250/qtr; Member: ≥$5,000/qtr | As assigned. |
| Measure | Amount | Period/Source |
|---|---|---|
| Total compensation from Nuveen Funds (aggregate for last fiscal year) – Medero | $461,987 | DEF 14A (aggregate across funds; includes deferred fees where applicable). |
Additional notes:
- No retirement/pension plans for Board Members.
- Deferred Compensation Plan available; directors may defer fees into book accounts tracking selected Nuveen funds.
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Annual/long-term performance bonus | Not disclosed/Not applicable for directors | Director pay is retainer + committee/meeting fees; no performance metrics disclosed. |
| Equity awards (RSUs/PSUs) | None disclosed | No stock awards or option grants to directors disclosed. |
| Options | None disclosed | No option awards disclosed for directors. |
| Deferred compensation | Available | Directors can elect to defer some/all fees; credited to a book account tracking eligible Nuveen funds; paid lump sum or over 2–20 years. |
| Clawback/COC/severance | Not disclosed for directors | No such provisions disclosed for directors in the proxy. |
Other Directorships & Interlocks
| Type | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | Proxy lists BAFF (non-profit) as “Other Directorships”; no public boards for Medero disclosed. |
| Non-profit/academic | Baltic-American Freedom Foundation | Director | Since 2019. |
| Industry associations | SIFMA AMG; MFA; CFTC GMAC | Chair/member roles | See External Roles; industry policy leadership. |
| Related-party/affiliate ties | None disclosed for Medero | — | Proxy table of affiliate-advised company holdings shows entries for another director (Kenny), not Medero. |
Expertise & Qualifications
- Regulatory/legal and governance expertise: Former CFTC General Counsel; partner in derivatives regulation; senior public policy roles at BlackRock and Barclays.
- Financial industry leadership: Chaired SIFMA AMG Steering Committee and MFA CTA/CPO & Futures Committee; service on CFTC Global Markets Advisory Committee.
- Governance fit: Independent, with experience aligning board structures and overseeing large multi-fund complexes.
Equity Ownership
| Fund (subset shown includes NAC) | Shares Beneficially Owned (as of Oct 22, 2025) | Dollar Range in Fund | Notes |
|---|---|---|---|
| Nuveen California Quality Municipal Income Fund (NAC) | 0 | $0 | Specific to NAC (“California Quality”). |
| Arizona Quality | 0 | $0 | — |
| California AMT-Free | 0 | $0 | — |
| California Value | 0 | $0 | — |
| Massachusetts Quality | 0 | $0 | — |
| Aggregate across all Nuveen funds overseen | — | Over $100,000 | Dollar range top-coded; exact amount not disclosed. |
Board ownership guideline:
- Governance principle: Each Board Member is expected to invest at least the equivalent of one year of compensation in funds within the Fund Complex (directly or on a deferred basis). Specific compliance status per director is not quantified in the proxy due to dollar-range disclosure.
Governance Assessment
-
Strengths
- Independent director with deep regulatory, legal, and public policy credentials relevant to compliance, risk oversight, and governance—aligned with her committee assignments (Compliance; Nominating & Governance; Investment).
- Attendance threshold satisfied (≥75%) in the last fiscal year, supporting engagement.
- Compensation structure is cash-based, transparent, and recently adjusted (effective 2025) to reflect workload/committee responsibilities; deferred compensation available to align interests.
- No related-party transactions disclosed for Medero in affiliate-advised private holdings table, reducing conflict risk.
-
Watch items / potential red flags
- Fund-level alignment: She reported zero direct holdings in NAC as of Oct 22, 2025, though the board expects meaningful investment across the family; aggregate holdings are disclosed only as “Over $100,000,” which lacks granularity to assess compliance with the one-year-compensation guideline. Investors may prefer fund-specific skin-in-the-game.
- Historical senior roles at large competitors (BlackRock/Barclays) are prior employment, not current ties; independence standards for committee service mitigate active conflict concerns. Monitor for any future interlocks/transactions.
-
Compensation reasonableness/context
- 2025 structure increases committee retainers (e.g., Compliance from $30k to $35k; Investment from $20k to $30k; Nominating & Governance from $20k to $25k) and maintains $350k base retainer, reflecting expanded oversight scope of the unified board. Medero’s aggregate complex compensation reported at $461,987 for the last fiscal year.
-
Overall view
- Medero’s regulatory/governance profile and committee placements support board effectiveness in risk, compliance, and nomination/governance processes. The absence of NAC-specific share ownership is a perception risk for fund-level alignment; however, the board’s complex-wide ownership expectation and top-coded aggregate disclosure limit definitive conclusions on compliance.