Joanne T. Medero
About Joanne T. Medero
Independent Board Member of Nuveen Quality Municipal Income Fund (Ticker: NAD) and other Nuveen funds; born 1954; on the Board since 2021. Over 30 years in financial services: Managing Director, Government Relations & Public Policy at BlackRock (2009–2020) and Senior Advisor to BlackRock’s Vice Chairman (2018–2020); previously Global General Counsel & Corporate Secretary at Barclays Global Investors (1996–2006) and Global Head of Government Relations & Public Policy at Barclays Group (IBIM) (2006–2009); earlier Partner at Orrick (1993–1995), General Counsel of the CFTC (1989–1993), and senior legal/financial roles at the White House Office of Presidential Personnel (1986–1989). Education: B.A., St. Lawrence University (1975); J.D., George Washington University Law School (1978) .
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 and corporate governance (2018–2020) |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Corporate secretary and legal leadership; BGI merged with BlackRock in 2009 |
| 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 |
| Orrick, Herrington & Sutcliffe LLP | Partner (Derivatives, financial markets regulation) | 1993–1995 | Specialized in derivatives and market regulation |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Legal head of U.S. derivatives regulator |
| The White House (Office of Presidential Personnel) | Deputy Associate Director/Associate Director (Legal & Financial Affairs) | 1986–1989 | Senior policy/legal staffing |
| Industry committees (SIFMA AMG; Managed Funds Association) | Chair, Steering Committee (SIFMA AMG); Chair, CTA/CPO/Futures Committee (MFA) | SIFMA AMG: 2016–2018; MFA: 2010–2012 | Chaired policy and industry governance bodies |
| The Federalist Society | Chair, Corporations/Antitrust/Securities Practice Group | 2010–2022; 2000–2002 | Led legal policy practice group |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | Since 2019 | Non-profit facilitating Baltic-U.S. exchanges |
Board Governance
| Item | Details |
|---|---|
| Independence status | Not an “interested person” of the Funds or Adviser; never an employee/director of TIAA or Nuveen; deemed Independent Board Member . |
| Board class/term | Class III Board Member; term expiring at the 2027 annual meeting (across relevant Nuveen Funds, including NAD) . |
| Committee memberships | Compliance, Risk Management & Regulatory Oversight Committee (member; Chair is Wolff) ; Nominating & Governance Committee (member; Chair is Young) ; Investment Committee (member; Co-Chairs are Boateng and Lancellotta) . |
| Audit Committee | Not listed as a member; current Audit Committee members: Nelson (Chair), Boateng, Lancellotta, Starr, Thornton, Wolff, Young . |
| Attendance | Each Board Member attended 75%+ of Board and committee meetings in the last fiscal year . |
Fixed Compensation
Compensation structure for Independent Board Members (chronological; amounts are per Independent Board Member across the Fund Complex):
| Component | 2023 Structure | 2024 Structure (prior to Jan 1, 2025) | 2025 Structure (effective Jan 1, 2025) |
|---|---|---|---|
| Annual Board retainer | $210,000 | $350,000 | $350,000 |
| Committee membership retainers | Per-meeting fees (see below) | Audit: $30,000; Compliance: $30,000; Investment: $20,000; Dividend: $20,000; Nominating & Governance: $20,000; Closed-End: $20,000 | Audit: $35,000; Compliance: $35,000; Investment: $30,000; Dividend: $25,000; Nominating & Governance: $25,000; Closed-End: $25,000 |
| Chair retainers | Board Chair: $140,000; Committee Chairs (Audit, Dividend, Compliance, Nominating & Governance, Closed-End, Investment): $20,000 each | Board Chair/Co-Chair: $140,000; Audit & Compliance Chairs: $30,000; Investment Chair/Co-Chair: $20,000; Dividend/Nominating & Governance/Closed-End Chairs: $20,000 | Board Chair: $150,000; Audit & Compliance Chairs: $35,000; Investment Chair/Co-Chair: $30,000; Dividend/Nominating & Governance/Closed-End Chairs: $25,000 |
| Board meeting fees | Regularly scheduled Board: $7,250/day; Special Board: $4,000/meeting | Ad hoc Board/Committee: $1,000 or $2,500 depending on length/immediacy | Ad hoc Board/Committee: $1,000 or $2,500 depending on length/immediacy |
| Committee meeting fees | Audit/Closed-End/Investment: $2,500/meeting; Compliance: $5,000/meeting; Dividend: $1,250/meeting; other committees: $500/meeting; Executive pricing for IPOs: $100/meeting | Special assignment committees: Chair/Co-Chair quarterly fee starting at $1,250; members quarterly fee starting at $5,000 | Special assignment committees: Chair/Co-Chair quarterly fee starting at $1,250; members quarterly fee starting at $5,000 |
| Site visits | $5,000/day (when no Board meeting) | — | — |
| Retirement/pension | None | None | None |
| Deferred compensation plan | Available; deferrals credited to book reserve accounts mirroring investments in eligible Nuveen funds; distributions in lump sum or 2–20 years | Available | Available |
Performance Compensation
Independent directors do not receive performance-based pay, equity awards, or options; compensation comprises fixed retainers, committee retainers, meeting/ad hoc fees, and optional deferred compensation linked to fund returns.
| Element | Status |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed; compensation described solely as cash retainers/fees and deferred compensation . |
| Option awards | None disclosed . |
| Performance metrics tied to pay | None; no revenue/EBITDA/TSR-linked director compensation . |
| Clawbacks/COC/Severance | Not applicable to independent directors; not disclosed . |
Director Compensation Totals
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Total Compensation from Nuveen Funds Paid to Joanne T. Medero ($) | $431,445 | $461,987 |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company directorships reported in past five years for Medero . |
| Baltic-American Freedom Foundation | Non-profit | Director | Since 2019 . |
Expertise & Qualifications
- Regulatory governance and public policy expertise (BlackRock, Barclays Group government relations leadership; former CFTC General Counsel) .
- Corporate governance experience (Senior Advisor to BlackRock’s Vice Chairman on governance; chaired industry committees at SIFMA AMG and MFA) .
- Legal and derivatives regulation background (Orrick partner; Federalist Society practice group chair) .
- Broad fund governance across 200+ portfolios overseen in the Fund Complex, emphasizing risk, compliance, and investment oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Board investment guideline | Each Board Member is expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex (directly or deferred) . |
| Beneficial ownership concentration | As of June 13, 2024, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of outstanding shares; Board Members and officers as a group owned less than 1% of outstanding shares of each Fund . |
| Deferred compensation positioning | Deferred fees treated as if invested in eligible Nuveen funds; for NAD (Quality Income), Medero’s deferred fees payable (including assumed returns) for the latest fiscal year were $4,783 . |
Governance Assessment
- Committee engagement: Medero serves on Compliance (risk oversight of liquidity, derivatives, leverage, operational risk), Nominating & Governance (board evaluation, refreshment, governance policies), and Investment (performance and risk oversight) — high relevance to investor risk and governance quality .
- Independence and attendance: Independent under the Investment Company Act and exchange standards; attended at least 75% of Board and committee meetings in the last fiscal year, supporting board effectiveness .
- Compensation signals: Board moved from per-meeting heavy fee structure (2023) to higher fixed retainers and committee retainers (2024–2025), raising Medero’s total compensation YoY ($431,445 → $461,987), consistent with expanded committee responsibilities and increased governance workloads across the Fund Complex .
- Potential conflicts: No employment/directorship ties to TIAA/Nuveen (parent/adviser) and not on Audit Committee; prior BlackRock/Barclays roles suggest deep market/regulatory experience rather than adviser-related conflicts; no related-party transaction disclosures noted in reviewed proxy sections .
- RED FLAGS: None evident in reviewed materials regarding low attendance, pledging/hedging, equity award repricing, or related-party transactions; director compensation is standardized and aligned with governance workload; deferred compensation mirrors fund investments but is a book reserve, not equity grants .