Joanne T. Medero
About Joanne T. Medero
Independent Board Member (Class III) of Nuveen Multi-Asset Income Fund (NMAI); first joined the Nuveen fund boards in 2021, with current term designated to run until the 2027 annual meeting if elected . Year of birth: 1954; education: B.A., St. Lawrence University (1975) and J.D., George Washington University Law School (1978) . Career includes senior legal, regulatory, and public policy leadership at BlackRock, Barclays (BGI/Barclays Group), the Commodity Futures Trading Commission (General Counsel), and earlier service in the White House Office of Presidential Personnel .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | 2009–2020; 2018–2020 | Advised on public policy and corporate governance issues |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative and regulatory advocacy for IB/IM/Wealth businesses |
| Barclays Global Investors (BGI) | Managing Director, Global General Counsel & Corporate Secretary | 1996–2006 | Global legal and governance leadership for asset manager |
| Orrick, Herrington & Sutcliffe LLP | Partner | 1993–1995 | Derivatives and financial markets regulation specialist |
| Commodity Futures Trading Commission | General Counsel | 1989–1993 | Chief legal officer for U.S. derivatives regulator |
| The White House, Office of Presidential Personnel | Deputy Associate Director / Associate Director (Legal & Financial Affairs) | 1986–1989 | Senior policy/appointments work |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | Since 2019 | Education and professional exchange initiatives |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Market structure and global policy input |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 | Buy-side policy leadership |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Alternatives/derivatives policy leadership |
| The Federalist Society | Chair, Corporations/Antitrust/Securities Practice Group | 2010–2022; 2000–2002 | Corporate/securities policy programming |
Board Governance
- Independence: The board states all nominees and current trustees (including Medero) are not “interested persons” under the 1940 Act and have never been employees/directors of TIAA/Nuveen; therefore, they are Independent Board Members .
- Committees: Medero serves on the Compliance, Risk Management & Regulatory Oversight Committee; Nominating & Governance Committee; and Investment Committee .
- Attendance: Each Board Member attended 75% or more of board and applicable committee meetings in the last fiscal year .
- Meeting cadence (NMAI last fiscal year): 5 Regular Board; 9 Special Board; 5 Executive; 10 Dividend; 5 Compliance; 14 Audit; 5 Nominating & Governance; 4 Investment; 4 Closed-End Fund Committee .
Fixed Compensation
- Structure (effective Jan 1, 2024; updates for 2025): Independent trustees receive $350,000 annual retainer; committee membership retainers include Audit ($30k → $35k in 2025), Compliance ($30k → $35k in 2025), Investment ($20k → $30k in 2025), Dividend/Nominating & Governance/Closed-End Funds ($20k → $25k in 2025); Board Chair $140k → $150k in 2025; committee chair retainers $30k for Audit/Compliance (→ $35k), $20k for Investment (→ $30k), $20k for Dividend/N&G/Closed-End (→ $25k); ad hoc meeting fees $1,000–$2,500; special assignment committees: chair/co-chair quarterly fees starting at $1,250, members at $5,000 .
- Deferred Compensation Plan: Directors may elect to defer fees into a book account notionally invested in eligible Nuveen funds; distributions can be lump sum or over 2–20 years .
Director cash paid (most recent fiscal year):
| Measure | Amount |
|---|---|
| Aggregate compensation paid by NMAI to Medero | $1,641 |
| Total compensation from funds in the Nuveen Fund Complex paid to Medero | $461,987 |
| Deferred fees elected at NMAI (Medero) | $575 |
Performance Compensation
| Component | Details |
|---|---|
| Performance-linked cash bonus | None disclosed for directors |
| Equity awards (RSUs/PSUs/options) | None disclosed for directors |
| Performance metrics (TSR, revenue, EBITDA, ESG) | None disclosed for directors |
| Clawbacks/COC/severance | Not applicable to independent directors; no such provisions disclosed |
Implication: Compensation is predominantly fixed cash retainers plus committee retainers, with optional deferred compensation; there are no performance-conditioned elements for directors .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Nonprofit | Director | Not a public company directorship |
- No current public company board roles are disclosed for Medero in the proxy’s “Other Directorships” column .
Expertise & Qualifications
- 30+ years in financial services law, regulation, and policy; former CFTC General Counsel; senior government relations/public policy leadership at BlackRock and Barclays asset management businesses .
- Governance/legal credentials align with committee assignments (Compliance; Nominating & Governance; Investment oversight) .
Equity Ownership
| Item | NMAI |
|---|---|
| Dollar range of equity securities (as of Dec 31, 2024) | $0 |
| Shares beneficially owned (as of Dec 31, 2024) | 0 |
| Ownership guidelines | Board principle expects each trustee to invest at least one year of compensation in funds within the Fund Complex (directly or deferred) |
| Compliance with guidelines | Not disclosed by director; only individual dollar ranges and share counts are provided |
Note: The proxy shows Medero reported $0 in NMAI; it does not state her aggregate holdings across the entire fund complex in the “aggregate range” rollup, nor compliance status with the board’s investment principle .
Governance Assessment
-
Positives
- Independent director with deep regulatory and policy expertise; committee roles span Compliance, Nominating & Governance, and Investment oversight, which strengthens risk and governance oversight .
- Attendance at least 75% across board and assigned committees; board/committee cadence indicates robust engagement (e.g., NMAI had 5 regular and 9 special board meetings; 14 Audit meetings) .
-
Watch items / potential alignment concerns
- Equity alignment: Medero reported $0 holdings in NMAI as of Dec 31, 2024; while directors may defer fees into fund exposures, the filing does not disclose her aggregate complex-wide holdings or guideline compliance. Absence of disclosed holdings in NMAI can be perceived as weaker “skin-in-the-game” at the fund level. RED FLAG: $0 NMAI ownership .
- Pay mix shift toward fixed retainers: 2024 structure increased the base retainer and relies on membership retainers and ad hoc fees; there are no performance-based elements for directors, which is common for fund boards but reduces explicit pay-for-performance linkage .
-
Conflicts and regulatory signals
- No related-party transactions involving Medero are disclosed; the table of securities holdings in adviser-affiliated companies lists another trustee (Kenny) but not Medero .
- Section 16(a) filings: the funds report compliance by trustees and officers during the last fiscal year .
-
Overall: Strong governance and regulatory acumen with active committee participation and satisfactory attendance support board effectiveness; however, the lack of disclosed NMAI share ownership may dampen perceived alignment for investors who prioritize direct fund ownership by trustees .