Joanne T. Medero
About Joanne T. Medero
Independent Board Member (Class III) of Nuveen California AMT‑Free Quality Municipal Income Fund (NKX); year of birth 1954; service in the Nuveen fund complex since 2021 with current NKX Board term expiring at the 2027 annual meeting. Former Managing Director leading government relations and public policy at BlackRock and Barclays; prior public service includes General Counsel of the CFTC and roles in the White House Office of Presidential Personnel. 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; Senior Advisor to the Vice Chairman | Dec 2009–Jul 2020; Jul 2018–Jul 2020 | Corporate governance and public policy advisor |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative/regulatory advocacy for investment banking, investment management, wealth management |
| Barclays Global Investors | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Led global legal function and governance |
| Orrick, Herrington & Sutcliffe LLP | Partner | 1993–1995 | Derivatives and financial markets regulation |
| Commodity Futures Trading Commission | General Counsel | 1989–1993 | Chief legal officer; derivatives market oversight |
| The White House, Office of Presidential Personnel | Deputy Associate Director/Associate Director (Legal & Financial Affairs) | 1986–1989 | Senior legal/financial appointments oversight |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Market structure and global policy input |
| SIFMA Asset Management Group | Steering Committee Chair | 2016–2018 | Industry policy leadership |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Derivatives policy coordination |
| The Federalist Society | Chair, Corporations/Antitrust/Securities Practice Group | 2010–2022; 2000–2002 | Legal policy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic‑American Freedom Foundation | Director | Since 2019 | Non‑profit focused on Baltic education/professional exchanges |
Board Governance
- Independence: Not an “interested person” under the 1940 Act; never an employee/director of TIAA or Nuveen; deemed Independent Board Member .
- Committee memberships: Compliance, Risk Management & Regulatory Oversight Committee (member); Nominating & Governance Committee (member); Investment Committee (member) .
- Committee chair roles: None (current chairs—Compliance: Wolff; Nominating & Governance: Young; Investment: Boateng & Lancellotta) .
- Attendance: Each Board Member attended 75% or more of Board and committee meetings during the last fiscal year .
- Meeting cadence (NKX last fiscal year): Regular Board 6; Special Board 9; Executive Committee 3; Dividend 8; Compliance 4; Audit 13; Nominating & Governance 6; Investment 3; Closed‑End Funds 4 .
- Board structure: Unitary independent chair model (Independent Chair: Robert L. Young) .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2025 |
| Audit Committee membership retainer | $35,000 | Per member |
| Compliance Committee membership retainer | $35,000 | Per member |
| Investment Committee membership retainer | $30,000 | Per member |
| Dividend Committee membership retainer | $25,000 | Per member |
| Nominating & Governance Committee membership retainer | $25,000 | Per member |
| Closed‑End Funds Committee membership retainer | $25,000 | Per member |
| Board Chair fee | $150,000 | Not applicable to Medero |
| Committee Chair fees | $25,000–$35,000 | By committee; not applicable to Medero |
| Ad hoc meeting fees | $1,000 or $2,500 | Based on meeting length/immediacy |
| Special assignment committees | $1,250 (Chair, quarterly); $5,000 (Member, quarterly) | When constituted |
| Compensation Aggregates | Amount | Period/Scope |
|---|---|---|
| Total compensation from Nuveen funds paid to Medero | $461,987 | Last fiscal year across fund complex |
| NKX (California AMT‑Free) aggregate paid to Medero | $2,655 | Last fiscal year (fund‑level) |
| Deferred Compensation (Participating Funds) | Amount | Notes |
|---|---|---|
| NKX (California AMT‑Free) deferred fees (Medero) | $666 | Deferred into designated Nuveen funds |
| Arizona Quality deferred fees (Medero) | $152 | |
| California Value deferred fees (Medero) | $203 | |
| California Quality deferred fees (Medero) | $1,955 | |
| Massachusetts Quality deferred fees (Medero) | $136 |
The deferred compensation plan credits amounts to a book reserve as if invested in eligible Nuveen funds, paid out per director election (lump sum or 2–20 years) .
Performance Compensation
| Component | Disclosure | Metrics |
|---|---|---|
| Performance‑based pay | Not disclosed/applicable | Independent Board Members are compensated via fixed retainers/fees; no RSUs/PSUs/options or performance metrics reported |
Other Directorships & Interlocks
| Entity | Type | Role/Interlock | Conflict Assessment |
|---|---|---|---|
| TIAA/Nuveen (Adviser parent) | Adviser’s parent | Medero has never been employee/director of TIAA/Nuveen | Supports independence; mitigates related‑party risk |
| Baltic‑American Freedom Foundation | Non‑profit | Director | No issuer conflict noted |
Expertise & Qualifications
- 30+ years in financial services legal/regulatory and public policy leadership (CFTC General Counsel; BGI Global GC/Corporate Secretary; Barclays/BlackRock policy head) .
- Governance and industry policy leadership (SIFMA AMG Chair; MFA committee chair; Federalist Society practice group leadership) .
- Legal training (GW Law J.D.) and deep derivatives/markets regulatory expertise .
Equity Ownership
| Holding | Amount | As of | Notes |
|---|---|---|---|
| NKX Common Shares (beneficially owned) | 0 | Oct 22, 2025 | Individual beneficial holdings for each board member are less than 1% of outstanding shares |
| Aggregate range of equity securities across Nuveen fund complex | Over $100,000 | Oct 22, 2025 | Fund complex expectation: invest at least one year of compensation in the funds, directly or on a deferred basis (compliance status not individually disclosed) |
Governance Assessment
-
Strengths:
- Clear independence from Adviser/TIAA; extensive regulatory/governance expertise aligned with oversight of compliance and investment risk .
- Solid engagement: 75%+ attendance, and service across core oversight committees (Compliance, Nominating & Governance, Investment) .
- Transparent fixed‑fee structure; optional deferred comp aligns interests with Nuveen fund shareholders .
-
Potential Risks/RED FLAGS:
- No direct NKX share ownership (0 shares) may raise alignment questions at the fund‑level; aggregate complex holdings disclosed only as a range (“Over $100,000”) and individual compliance with “one‑year compensation” guideline is not stated .
- Prior senior roles at BlackRock/Barclays could suggest industry ties; however, current independence from Adviser/TIAA/Nuveen is explicitly affirmed .
-
Other signals:
- No Section 16 filing delinquencies reported for Board Members; no related‑party transactions disclosed specific to Medero in the proxy .
Notes
- Board term/classification: Medero is Class III; term through 2027 annual meeting; service in complex since 2021 .
- Independent Chair governance model in place (Robert L. Young) .
- Fund meeting volume (NKX) suggests active oversight cadence including Audit (13) and Compliance (4) meetings in last fiscal year .