Joanne Medero

About Joanne T. Medero

Independent Board Member of New York Quality Income (NAN) since 2021; year of birth 1954; B.A. from St. Lawrence University (1975) and J.D. from George Washington University Law School (1978). She brings 30+ years of financial services, public policy, and derivatives regulation experience, including senior roles at BlackRock, Barclays Global Investors, Barclays Group, the CFTC, and Orrick; joined the Board in 2021 and is classified as an Independent Board Member under NYSE/NASDAQ listing standards and the 1940 Act .

Past Roles

External Roles

Board Governance

• Independence: All current Board Members are “not interested persons” under the 1940 Act and independent under NYSE/NASDAQ standards; none have been employees/directors of TIAA or Nuveen or affiliates .
• Election/Term: For New York Quality Income, Medero was last elected as a Class III Board Member on August 8, 2024; term expires at the 2027 annual meeting .
• Committees:
  • Compliance, Risk Management & Regulatory Oversight Committee: Member; meets quarterly; Chair is Ms. Wolff .
  • Nominating & Governance Committee: Member; annual separate meeting to review board/committee structures; chaired by Mr. Young .
  • Investment Committee: Member; Co-Chairs are Mr. Boateng and Ms. Lancellotta .
  • Not a member of Audit, Executive, Dividend, or Closed-End Fund Committees (current memberships listed exclude Medero) .
• Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
• NAN meeting cadence (FY ended Feb 29, 2024; Stub Mar 1–Aug 31, 2024):
  • NAN meetings held: Regular Board 4; Special Board 7; Executive 3; Dividend 10; Compliance 4; Audit 14; Nominating & Governance 6; Investment 3; Closed-End 4 (FY) and 3/3/4/4/2/7/2/2/2 (Stub) .

Fixed Compensation

• Structure:
  • Effective Jan 1, 2025: Annual retainer $350,000; committee membership retainers: Audit $35,000, Compliance $35,000, Investment $30,000, Dividend $25,000, Nominating & Governance $25,000, Closed-End $25,000. Committee Chair premiums: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend/Nominating/Closed-End $25,000. Ad hoc meeting fees: $1,000 or $2,500 .
  • Prior to Jan 1, 2025: Annual retainer $350,000; membership retainers: Audit $30,000; Compliance $30,000; Investment $20,000; Dividend $20,000; Nominating & Governance $20,000; Closed-End $20,000; Chair premiums lower vs 2025 .
  • Prior to Jan 1, 2024 (CY 2023): Annual retainer $210,000 plus per-meeting fees (e.g., Board $7,250/day; Audit/Closed-End/Investment $2,500; Compliance $5,000; Dividend $1,250; other committees $500) and Chair premiums ($140,000 Board; $20,000 committee chairs) .
• Deferred Compensation Plan available (no pensions); directors may elect deferral credited to book reserve accounts tracking eligible Nuveen funds; distributions in lump sum or 2–20 years .

Performance Compensation

• No performance-based pay or equity awards are disclosed for Independent Board Members; compensation is cash retainer and committee retainers with optional deferred compensation election; the Funds have no retirement or pension plans .

Other Directorships & Interlocks

The proxy discloses Board Member holdings in certain companies under common control with the Adviser; Medero is not listed in that table (Thomas J. Kenny is) .

Expertise & Qualifications

• Senior leadership in government relations and corporate governance at BlackRock and Barclays; extensive derivatives and market regulation experience (CFTC General Counsel; Orrick partner) .
• Industry association leadership (SIFMA AMG; Managed Funds Association) and legal policy roles (Federalist Society) .
• Education: B.A. (St. Lawrence University, 1975); J.D. (George Washington University Law School, 1978) .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent status and no employment ties to TIAA/Nuveen or affiliates; multiple governance-focused committee assignments (Compliance; Nominating & Governance; Investment) demonstrate engagement with oversight of risk, performance, and board processes .
  • Attendance at or above the 75% threshold; NAN’s committee cadence indicates continuous oversight across risk and governance during FY and stub periods .

• Alignment and Compensation:

  • Direct ownership in NAN is $0 with 0 shares, though aggregate range across the Fund Complex is “Over $100,000,” and a governance principle expects at least one year of compensation invested (which can occur via deferred compensation) .
  • Shift from 2023’s per-meeting fee-heavy approach to higher fixed retainers in 2024–2025 increases guaranteed cash and committee retainers; could be viewed as a move toward more predictable compensation rather than variable meeting-based pay .

• Conflicts and Related-Party Exposure:

  • The filing’s table of holdings in companies under common control with the Adviser lists Thomas J. Kenny; Medero is not listed, which reduces immediate conflict concerns from that specific category .
  • Audit Committee membership (which oversees valuation and financial reporting) does not include Medero; her focus areas are compliance/regulatory oversight, governance, and investment oversight .

• RED FLAGS

  • $0 direct ownership in NAN may be perceived as weaker fund-specific alignment versus aggregate complex exposure; investors often prefer director-level ownership in the specific fund overseen .
  • Rising guaranteed retainer levels year-over-year (2023 → 2024 → 2025) without explicit performance-tied components can be viewed as lower at-risk compensation for directors .