Joanne Medero
About Joanne T. Medero
Joanne T. Medero (born 1954) is an Independent Board Member (Class III) of Nuveen Arizona Quality Municipal Income Fund (NAZ) with service since 2021; her current term runs until the 2027 annual meeting. She is not an “interested person” of the Funds or their adviser and has never been an employee/director of TIAA or Nuveen, establishing independence. Medero’s core credentials span 30+ years in financial services, including senior regulatory/government relations leadership at BlackRock and Barclays, and prior roles as General Counsel of the CFTC and legal/regulatory positions in the White House.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy | 2009–2020 | Led policy and advocacy; Senior Advisor to Vice Chairman (2018–2020) on public policy and corporate governance |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative/regulatory advocacy for investment banking, investment/wealth management businesses |
| Barclays Global Investors | Managing Director, Global General Counsel & Corporate Secretary | 1996–2006 | Global legal leadership through to 2006; BGI merged with BlackRock in 2009 |
| Orrick, Herrington & Sutcliffe LLP | Partner | 1993–1995 | Specialized in derivatives and financial markets regulation |
| 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 (Legal & Financial Affairs) | 1986–1989 | Senior legal/financial oversight for Presidential personnel processes |
External Roles
| Organization | Role | Since/To |
|---|---|---|
| Baltic-American Freedom Foundation | Director (Board of Directors) | Since 2019 |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 |
| The Federalist Society | Chair, Corporations, Antitrust & Securities Practice Group | 2010–2022; 2000–2002 |
Board Governance
| Attribute | Details |
|---|---|
| Board class/term | Class III; term to 2027 annual meeting; last elected at 11/14/2024 annual meeting |
| Independence | Independent Board Member; not an interested person of Funds/adviser; no TIAA/Nuveen employment history |
| Committee memberships | Nominating & Governance (member); Investment (member); Compliance, Risk Management & Regulatory Oversight (member) |
| Committees not on | Audit; Dividend; Closed-End Funds |
| Attendance | Each Board Member attended ≥75% of Board and committee meetings in last fiscal year |
| NAZ meeting cadence (last fiscal year) | Regular Board 6; Special Board 9; Executive 3; Dividend 8; Compliance 4; Audit 13; Nominating & Governance 6; Investment 3; Closed-End Funds 4 |
Fixed Compensation
Board compensation is structured as cash retainers and committee retainers/fees, allocated across the Nuveen Fund Complex.
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Effective Jan 1, 2025 (current): Annual Board retainer $350,000; committee membership retainers: Audit $35,000, Compliance $35,000, Investment $30,000, Dividend $25,000, Nominating & Governance $25,000, Closed-End Funds $25,000; Board Chair $150,000; Audit/Compliance Chair $35,000; Investment Chair/Co-Chair $30,000; Dividend/Nominating/Closed-End Chair $25,000; ad hoc meetings $1,000–$2,500; special assignment committees Chair $1,250/quarter, members $5,000/quarter.
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Prior structure (effective Jan 1, 2024): Annual Board retainer $350,000; committee membership retainers: Audit $30,000, Compliance $30,000, Dividend $20,000, Investment $20,000, Nominating & Governance $20,000, Closed-End Funds $20,000; Board Co‑Chair/Chair $140,000; Audit/Compliance Chair $30,000; Dividend/Investment/Nominating/Closed-End Chair/Co‑Chair $20,000; ad hoc $1,000–$2,500; special assignment committees Chair $1,250/quarter, members $5,000/quarter.
| Component | 2024 | 2025 |
|---|---|---|
| Board retainer (annual) | $350,000 | $350,000 |
| Audit membership | $30,000 | $35,000 |
| Compliance membership | $30,000 | $35,000 |
| Investment membership | $20,000 | $30,000 |
| Dividend membership | $20,000 | $25,000 |
| Nominating & Governance membership | $20,000 | $25,000 |
| Closed-End Funds membership | $20,000 | $25,000 |
| Board Chair | $140,000 | $150,000 |
| Audit/Compliance Chair | $30,000 | $35,000 |
| Investment Chair/Co-Chair | $20,000 | $30,000 |
| Dividend/Nom/Gov/Closed-End Chair | $20,000 | $25,000 |
Aggregate compensation allocations (last fiscal year) for Medero:
| Fund | Aggregate Compensation ($) |
|---|---|
| NAZ (Arizona Quality) | $605 |
| NKX (California AMT-Free) | $2,655 |
| NCA (California Municipal Value) | $809 |
| NAC (California Quality) | $7,785 |
| NMT (Massachusetts Quality) | $495 |
| Total Compensation from Nuveen Funds Paid (all funds) | $461,987 |
Deferred compensation amounts (treated as invested in eligible Nuveen funds):
| Fund | Deferred Fees Payable ($) |
|---|---|
| NAZ (Arizona Quality) | $152 |
| NKX (California AMT-Free) | $666 |
| NCA (California Municipal Value) | $203 |
| NAC (California Quality) | $1,955 |
| NMT (Massachusetts Quality) | $136 |
Notes:
- Funds do not have retirement or pension plans; independent directors may elect to defer fees under the Deferred Compensation Plan.
Performance Compensation
| Element | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs), Option awards | None disclosed for independent Board Members; compensation is via cash retainers/committee fees; directors may defer fees into fund-linked accounts (no stock grants). |
| Performance metrics tied to compensation | None disclosed for independent directors; no TSR/EBITDA/ESG-linked pay elements reported. |
| Clawback provisions (director pay) | Not disclosed for directors; Deferred Compensation mechanics described, not clawbacks. |
Other Directorships & Interlocks
| Organization | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | Non-profit | None indicated with NAZ competitors/suppliers |
- No other public company directorships are listed for Medero in the past five years in the proxy’s director table.
Expertise & Qualifications
- Regulatory/government relations leadership at BlackRock and Barclays; deep policy advocacy experience in asset management and investment banking contexts.
- Former General Counsel of the CFTC; derivatives and financial markets regulation expertise (Orrick partner specialization).
- Governance roles across industry associations (SIFMA AMG; Managed Funds Association) and legal policy organizations (Federalist Society).
- Education: B.A., St. Lawrence University (1975); J.D., George Washington University Law School (1978).
Equity Ownership
| Measure | Value |
|---|---|
| NAZ beneficial ownership (shares) | 0 |
| Aggregate dollar range of equity securities across Nuveen Fund Complex | Over $100,000 |
| 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). Compliance status by individual is not specifically disclosed. |
- No pledging/hedging of shares is disclosed for Medero; Section 16(a) forms compliance is reported across Board Members/officers.
Governance Assessment
- Independence/Board effectiveness: Medero is independent under the 1940 Act and exchange standards and brings high-value regulatory and policy expertise, relevant for oversight of valuation, compliance, leverage, and derivatives risk themes common in closed-end funds.
- Committee engagement: Active on Nominating & Governance, Investment, and Compliance committees, which drive board refreshment, performance oversight, and risk/compliance controls; not on Audit, Dividend, or Closed-End committees.
- Attendance: Meets the ≥75% attendance threshold for Board and committee meetings, supporting engagement.
- Pay/incentives alignment: Director pay is fixed-retainer based with committee retainers; several retainers increased in 2025 (e.g., Audit/Compliance membership from $30k→$35k; Investment from $20k→$30k), which may indicate increased workload/complexity rather than pay inflation; no equity grants or performance-tied pay are disclosed for directors.
- Ownership alignment: Proxy shows $0 direct NAZ holdings but aggregate fund complex holdings “Over $100,000”; board guideline targets one-year compensation invested, but compliance by individual is not disclosed—thus alignment is partially evidenced at complex level, not fund-specific. This is a neutral signal; not a red flag by itself.
- Conflicts/related-party exposure: No related-party transactions or adviser-affiliated holdings are listed for Medero; independence affirmed. (The only holdings table shown in the proxy pertains to another director; Medero is not listed.)
RED FLAGS: None disclosed specific to Medero—no low attendance, no related party transactions, no say-on-pay issues (not applicable to closed-end fund boards), no hedging/pledging reported.