Joanne Medero
About Joanne T. Medero
Independent Board Member of NEA since 2021. Former Managing Director at BlackRock and Barclays (government relations/public policy), ex-General Counsel of the CFTC, and former Global General Counsel/Corporate Secretary at Barclays Global Investors. Education: B.A. St. Lawrence University (1975) and J.D. George Washington University Law School (1978). Born 1954; current term: Class III, nominated to serve until the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | 2009–2020 (MD); 2018–2020 (Senior Advisor) | Corporate governance and public policy focus |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative/regulatory advocacy for IB/IM/WM businesses |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Led legal and corporate secretary functions globally |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Senior legal leadership at U.S. derivatives regulator |
| The White House, Office of Presidential Personnel | Deputy Associate/Associate Director, Legal & Financial Affairs | 1986–1989 | Senior policy/placement oversight |
| Orrick, Herrington & Sutcliffe LLP | Partner (Derivatives/Financial Markets Regulation) | 1993–1995 | Specialized in derivatives regulation |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Market structure/policy advisory |
| SIFMA Asset Management Group | Steering Committee Chair | 2016–2018 | Industry leadership on asset management policy |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Derivatives industry standards/policy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federalist Society (Corporations, Antitrust & Securities Practice Group) | Chair | 2010–2022; 2000–2002 | Practice group leadership |
| Baltic-American Freedom Foundation | Board Director | Since 2019 | Non-profit; education/professional exchanges |
| Other Public Company Directorships | None | Past five years | None disclosed in Fund materials |
Board Governance
- Independence: Committees composed entirely of independent Board Members; Audit Committee members meet SEC and exchange independence/experience requirements.
- Committee assignments (as of 2025):
- Compliance, Risk Management & Regulatory Oversight Committee: Member (Chair: Wolff).
- Nominating & Governance Committee: Member (Chair: Young).
- Investment Committee: Member (Co-Chairs: Boateng & Lancellotta).
- Not an Audit Committee member; Audit Committee chaired by Nelson.
- Attendance: During the last fiscal year, each Board Member attended 75% or more of Board and applicable committee meetings.
- Years of service: On Board since 2021; term Class III through 2027 annual meeting.
Fixed Compensation
| Component | 2023 Structure (Calendar Yr ended 12/31/2023) | 2024 Structure (Effective 1/1/2024) | 2025 Structure (Effective 1/1/2025) |
|---|---|---|---|
| Base annual retainer | $210,000 | $350,000 | $350,000 |
| Audit Committee membership | $2,500/meeting (in-person); $2,500 (virtual) | $30,000 annual retainer | $35,000 annual retainer |
| Compliance Committee membership | $5,000/meeting (in-person); $5,000 (virtual) | $30,000 annual retainer | $35,000 annual retainer |
| Investment Committee membership | $2,500/meeting | $20,000 annual retainer | $30,000 annual retainer |
| Dividend Committee membership | $1,250/meeting | $20,000 annual retainer | $25,000 annual retainer |
| Nominating & Governance membership | $500/meeting | $20,000 annual retainer | $25,000 annual retainer |
| Closed-End Funds Committee membership | $500/meeting | $20,000 annual retainer | $25,000 annual retainer |
| Board Chair incremental | $140,000 | $140,000 | $150,000 |
| Committee Chair incremental | $20,000 per chair | $20,000–$30,000 per chair/co-chair (by committee) | $25,000–$35,000 per chair (by committee) |
| Ad hoc/special assignment | Per-meeting fees as specified | $1,000 or $2,500 per ad hoc meeting; special assignment quarterly fees: Chair $1,250; Members $5,000 | Same structure; special assignments “starting at” those levels |
- Deferred Compensation Plan: Independent Board Members may elect to defer fees; accounts are notionally invested in eligible Nuveen funds; distributions in lump sum or over 2–20 years.
Performance Compensation
- Stock awards, options, PSUs/RSUs, performance metrics: Not applicable; directors are paid cash retainers and committee fees; no equity grants disclosed.
- Deferred compensation is investment-linked to Nuveen funds’ share performance but not contingent on NEA’s operational financial metrics; no TSR/EBITDA/ESG targets for directors disclosed.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit boards | Baltic-American Freedom Foundation (since 2019) |
| Interlocks with competitors/suppliers/customers | None disclosed in Fund materials |
| Prior public boards (last five years) | None disclosed |
Expertise & Qualifications
- Regulatory/legal expertise: Former CFTC General Counsel, derivatives/financial markets regulation partner at Orrick, and public policy leadership roles at BlackRock/Barclays.
- Governance leadership: Chaired Federalist Society practice group; industry leadership at SIFMA and MFA; member of CFTC advisory committee.
- Education: B.A. (St. Lawrence, 1975), J.D. (GWU Law, 1978).
Equity Ownership
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| NEA Fund shares owned (Medero) | 0 | 0 | 0 | 0 | 0 |
| Dollar range in NEA (Medero) | $0 | $0 | Not separately disclosed | Not separately disclosed | Not separately disclosed |
| Aggregate dollar range across all Nuveen funds overseen | $0 | $0 | Not disclosed | Not disclosed | Over $100,000 |
| Shares pledged/hedged | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Board principle: Each Board Member is expected to invest (directly or deferred) at least the equivalent of one year of compensation in Nuveen funds overseen; specific compliance status per individual not disclosed.
Director Compensation (Aggregate across Nuveen Funds)
| Metric | FY 2023 | FY 2024/Stub/FY 2025 Context |
|---|---|---|
| Total compensation paid (Joanne T. Medero) | $366,323 | $461,987 (aggregate across listed funds; fiscal year definitions per fund vary) |
Board Governance Assessment
- Strengths:
- Independence and compliance focus: Membership on Compliance, Nominating & Governance, and Investment Committees indicates engagement with risk oversight, governance processes, and performance oversight.
- Regulatory/market structure expertise: Deep experience navigating complex regulatory regimes (CFTC GC, industry leadership), valuable for a leveraged municipal closed-end fund with derivative and valuation oversight needs.
- Attendance: Meets ≥75% attendance threshold; consistent with Board disclosures.
- Compensation structure signals:
- Shift from per-meeting variable fees (2023) to higher fixed retainers and committee retainers (2024–2025) aligns with professionalization and predictable engagement; note increases in committee retainer levels in 2025, especially Audit/Compliance/Investment.
- Deferred compensation plan provides alignment via fund-linked returns, though not performance-conditioned on NEA-specific targets; no equity grants or performance awards disclosed.
- Ownership alignment:
- Direct NEA share ownership is 0; aggregate dollar range across all Nuveen funds increased to “Over $100,000” by 2025, but individual compliance with “one-year compensation” guideline is not determinable from disclosures.
- Potential conflicts/RED FLAGS:
- Related-party transactions, tax gross-ups, loans, or pledging/hedging not disclosed; Section 16(a) filings compliant in last fiscal year per proxy.
- Prior employment at large asset managers (BlackRock/Barclays) noted; no specific related-party exposures to NEA/Adviser disclosed.
- Overall: Experienced, independent governance profile with regulatory depth and active committee roles; compensation evolution increases fixed pay/committee fees, with deferred compensation providing some investment-linked exposure, but limited direct NEA share ownership may be viewed by some investors as a modest alignment gap given Board investment guideline.