Joanne Medero
About Joanne T. Medero
Independent Board Member of Nuveen Municipal Credit Opportunities Fund (NMCO) with over 30 years in financial services; former Managing Director in Government Relations & Public Policy at BlackRock (2009–2020) and Senior Advisor to BlackRock’s Vice Chairman (2018–2020). Year of birth: 1954; joined the Nuveen funds’ consolidated board in 2021; oversees 218 portfolios in the Nuveen fund complex; educational credentials: B.A. St. Lawrence University (1975) and J.D. George Washington University Law School (1978) . Classified as an Independent Board Member under the Investment Company Act and NYSE/NASDAQ standards; never an employee of TIAA or Nuveen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | MD: 2009–2020; Senior Advisor: 2018–2020 | Public policy and corporate governance focus |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative/regulatory advocacy for IB, IM and WM businesses |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Oversight of global legal and corporate governance |
| Orrick, Herrington & Sutcliffe LLP | Partner (Derivatives/Financial Markets Regulation) | 1993–1995 | Specialized in derivatives/market regulation |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Senior legal officer for U.S. derivatives regulator |
| The White House, Office of Presidential Personnel | Deputy Associate Director/Associate Director for Legal & Financial Affairs | 1986–1989 | Senior legal/financial affairs roles |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Industry/regulatory advisory participation |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 | Led industry group steering committee |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Chaired industry committee on futures/CTA/CPO |
| Federalist Society (Corporations, Antitrust & Securities Practice Group) | Chair | 2010–2022 and 2000–2002 | Led legal policy practice group |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Board Director | Since 2019 | Education/professional exchanges for Baltic states |
No public company directorships disclosed in the past five years; the proxy lists only BAFF under “Other Directorships” for Ms. Medero .
Board Governance
- Independence: Classified as an Independent Board Member (not an “interested person” and with no employment history at TIAA/Nuveen or affiliates) .
- Committee memberships (current consolidated Nuveen closed-end fund board):
- Nominating & Governance Committee: Member (Chair is Robert L. Young) .
- Investment Committee: Member (Co-Chairs are Joseph A. Boateng for certain funds and Amy B.R. Lancellotta) .
- Compliance, Risk Management & Regulatory Oversight Committee: Member (Chair is Margaret L. Wolff) .
- Audit Committee: Not listed as a member; committee chaired by John K. Nelson; designated “financial experts” include Moschner, Nelson, Starr, Young .
- Closed-End Fund Committee: Not listed as a member; Chair is Albin F. Moschner .
- Attendance: Each Board Member attended 75% or more of Board and committee meetings during the last fiscal year .
- Tenure/Term: Class III Board Member; term to the 2027 annual shareholder meeting; joined the board in 2021 .
- Board consolidation: Effective Jan 1, 2024, boards across the Fund Complex aligned under a consolidated 10-member board to enhance efficiencies; appointments of Thomas J. Kenny and Loren M. Starr were made (independent) .
Fixed Compensation
Effective January 1, 2024, Independent Board Members’ compensation is structured as cash retainers and committee fees; several components increased effective January 1, 2025.
| Component | 2024 ($) | 2025 ($) | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Member) | 350,000 | 350,000 (no change disclosed) | Paid across fund complex on equitable allocation |
| Audit Committee membership | 30,000 | 35,000 | Independent-only committee |
| Compliance Committee membership | 30,000 | 35,000 | Risk/compliance oversight |
| Investment Committee membership | 20,000 | 30,000 | Performance/risk oversight |
| Dividend Committee membership | 20,000 | 25,000 | Distributions oversight |
| Nominating & Governance Committee membership | 20,000 | 25,000 | Committee entirely independent |
| Closed-End Fund Committee membership | 20,000 | 25,000 | Discounts/leverage/workshops |
| Board Chair/Co-Chair fee | 140,000 | 150,000 | Adds to member retainer |
| Audit/Compliance Chair fee | 30,000 | 35,000 | Chair premiums |
| Investment Chair fee | 20,000 | 30,000 | Chair premiums |
| Dividend/Nom-Gov/Closed-End Chair fee | 20,000 | 25,000 | Chair premiums |
| Ad hoc meeting fee | 1,000 or 2,500 | 1,000 or 2,500 | Based on length/immediacy |
| Special assignment committee fees | Chair quarterly from 1,250; Member quarterly from 5,000 | Same baseline | Applied when formed |
The Funds have no retirement or pension plans; Independent Board Members may elect to defer fees via a Deferred Compensation Plan with distributions in lump sum or over 2–20 years, with value tracked to eligible Nuveen funds .
Performance Compensation
| Element | Details |
|---|---|
| Performance-based cash bonus | None disclosed for directors; compensation via retainers/fees |
| Equity awards (RSUs/PSUs/options) | None disclosed for directors |
| Performance metrics tied to pay | None disclosed (no TSR/EBITDA/etc. metrics for director pay) |
| Clawback/gross-ups | Not disclosed for directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (current/past 5 years) | None disclosed; proxy lists BAFF only |
| Non-profit/academic boards | Baltic-American Freedom Foundation (Director since 2019) |
| Industry associations | SIFMA AMG Steering Committee (Chair, 2016–2018); Managed Funds Association CTA/CPO & Futures Committee (Chair, 2010–2012); Federalist Society Corporations/Antitrust/Securities PG (Chair, 2010–2022 and 2000–2002) |
| Interlocks/conflicts | No related-party transactions or conflicted interlocks disclosed; Independent status affirmed |
Expertise & Qualifications
- Legal/regulatory leadership: Former CFTC General Counsel; extensive government relations/public policy leadership at BlackRock and Barclays .
- Corporate governance: Senior Advisor to BlackRock’s Vice Chairman focusing on governance; BGI corporate secretary experience .
- Financial markets specialization: Derivatives/market regulation expertise from Orrick and CFTC roles .
- Education: B.A. (1975, St. Lawrence University) and J.D. (1978, George Washington University Law School) .
Equity Ownership
| Measure | NMCO | Notes |
|---|---|---|
| Dollar range of equity securities held in NMCO | $0 | As of disclosure in Appendix A (Dec 31, 2024) |
| Beneficial share ownership (NMCO) | Not specifically quantified beyond $0 dollar range | Fund-wide share table provided for multiple funds; NMCO dollar range shows $0 for Medero |
| Shares pledged/hedged | Not disclosed; no pledging reported | |
| Deferred fees (Medero) – NMCO | $1,037 (payable including investment returns) | Deferred amounts tracked to Nuveen funds per plan |
Governance Assessment
- Strengths: Deep regulatory/legal background (CFTC GC; BlackRock/Barclays public policy), useful for compliance and risk oversight; active membership on Nominating & Governance, Investment, and Compliance committees; attendance at or above 75% threshold supports engagement; independence status strengthens oversight credibility .
- Alignment considerations: Dollar range of NMCO holdings is $0; while common for independent trustees in fund complexes, it reduces direct economic alignment to NMCO’s share price; partial alignment via Deferred Compensation Plan tied to Nuveen fund NAVs exists but is not NMCO-specific .
- Conflicts/related-party exposure: No related-party transactions disclosed; independent from adviser/parent (Nuveen/TIAA) .
- Board structure signals: Consolidation to a 10-member unified board across the fund complex aims at efficiency and scale; committee architecture demonstrates structured risk, valuation, and discount oversight for closed-end funds, which is pertinent to NMCO premiums/discounts and leverage profile .
Director Compensation (Medero-Specific Data Points)
| Fund | Deferred Fees Payable ($) | Source |
|---|---|---|
| Municipal Credit Opportunities (NMCO) | 1,037 | Deferred fees (with assumed investment returns) payable under the Deferred Compensation Plan |
Note: The proxy provides standardized retainer/committee fees for all Independent Board Members; individual cash amounts per director by fund are not itemized beyond deferred fee balances .
Board Governance – Committee Map (Medero)
| Committee | Member | Chair Role | Notes |
|---|---|---|---|
| Nominating & Governance | Yes | No | Independent-only; charter available online |
| Investment | Yes | No | Oversight of performance, risk, leverage/hedging |
| Compliance, Risk Mgmt & Regulatory Oversight | Yes | No | Liquidity/derivatives/leverage/operational risk |
| Audit | No | — | Valuation/audit oversight; designated financial experts include others |
| Closed-End Fund | No | — | Premium/discount, distribution, leverage strategies |
Additional Voting/Attendance Context
- NMCO’s April 17, 2025 annual meeting included trustee elections; Class I nominees (Forrester, Kenny, Young) received majority “For” votes; Medero was not among NMCO Class I nominees at that meeting due to Class III term cycle .
RED FLAGS
- Low direct ownership alignment: $0 dollar range in NMCO shares as of Dec 31, 2024 .
- Not an Audit Committee member: While expertise is strong, lack of audit committee seat may limit direct involvement in valuation oversight (mitigated by Compliance and Investment committee roles) .