Joanne Medero

About Joanne T. Medero

Independent Class III Board Member of Nuveen California Municipal Value Fund (NCA). Year of birth: 1954; service on the Nuveen fund boards since 2021; current NCA term runs until the 2027 annual meeting. Former Managing Director overseeing government relations and public policy at BlackRock (2009–2020; Senior Advisor to the Vice Chairman 2018–2020), with prior senior roles at Barclays (2006–2009) and as Global General Counsel and Corporate Secretary at Barclays Global Investors (1996–2006). Education: B.A. (St. Lawrence University, 1975), J.D. (George Washington University Law School, 1978). Deemed an Independent Board Member (not an “interested person” under the 1940 Act).

Past Roles

External Roles

Board Governance

• Independence: All current trustees, including Ms. Medero, are not “interested persons” of the Funds, the Adviser, TIAA or Nuveen; thus deemed Independent Board Members.
• Class/Term: Class III trustee; NCA term expires at the 2027 annual meeting. Length of service in Nuveen fund complex since 2021.
• Committee assignments (no chair roles):
  • Compliance, Risk Management & Regulatory Oversight Committee (member)
  • Nominating & Governance Committee (member)
  • Investment Committee (member)
• Attendance: Each Board Member (including Ms. Medero) attended at least 75% of Board and applicable committee meetings in the last fiscal year.
• Board leadership: Independent Chair of the Board is Robert L. Young.

Fixed Compensation

• Structure (effective Jan 1, 2025):
  • Annual board retainer: $350,000
  • Committee membership retainers: Audit $35,000; Compliance/Risk $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End Funds $25,000
  • Chair retainers: Board Chair $150,000; Audit Chair $35,000; Compliance/Risk Chair $35,000; Investment Chair/Co-Chair $30,000; Dividend/Nominating/Closed-End Chairs $25,000
  • Ad hoc meeting fees: $1,000 or $2,500 depending on duration/immediacy.
    (Prior to Jan 1, 2025: lower committee retainers and chair fees; increases implemented in 2025.)

• Deferred compensation plan available; no retirement/pension plan for trustees.

Performance Compensation

• Independent trustees receive no performance-based bonuses, stock options, or PSU/RSU equity; compensation consists of cash retainers/fees (with optional deferral). The Funds have no employees; officers serve without Fund compensation.
• Deferred Compensation balances allocated by participating funds (Medero): | Fund | Deferred fees payable (incl. assumed investment return) | |---|---| | NAZ (Arizona Quality) | $152 | | NKX (California AMT-Free) | $666 | | NCA (California Value) | $203 | | NAC (California Quality) | $1,955 | | NMT (Massachusetts Quality) | $136 |

Other Directorships & Interlocks

Expertise & Qualifications

• 30+ years in financial services across legal, regulatory, and public policy; former CFTC General Counsel; senior policy executive at BlackRock and Barclays.
• Deep regulatory and governance expertise (CFTC GMAC member; leadership at SIFMA AMG and MFA).
• Legal credentials and boardroom governance experience suited to overseeing compliance, risk, and nominating/governance committees.

Equity Ownership

Governance Assessment

• Positives

  • Independent director with significant regulatory/legal and asset management policy background; assignments on Compliance, Nominating & Governance, and Investment Committees align with expertise.
  • Board structure emphasizes independence (independent Chair) and robust committee coverage; attendance threshold met (≥75%).
  • Clear, transparent director pay structure; 2025 increases concentrated in committee retainers reflect workload across 200+ portfolios.
  • Ownership alignment principle requiring one year of compensation invested in Nuveen funds; Ms. Medero’s aggregate Nuveen fund investment range reported as “Over $100,000.”
  • Section 16(a) compliance reported for trustees/officers and affiliated parties in the last fiscal year.

• Watch items

  • Zero direct share ownership in NCA itself (common for complex-wide unitary boards, but some investors prefer fund-level holdings). Offsetting factor: complex-wide investment guideline and reported aggregate holdings over $100k.
  • 2025 director fee increases raise total compensation levels; investors may monitor whether higher cash retainers correlate with sustained high attendance and oversight effectiveness.

• Conflicts/Related-Party Exposure

  • Trustees (including Ms. Medero) are not “interested persons” and have never been employees/directors of TIAA/Nuveen; the proxy does not disclose related-party transactions involving Ms. Medero.

Insider Trades and Filings