Joanne T. Medero
About Joanne T. Medero
Independent Director of Nuveen Municipal Income Fund, Inc. (NMI); Class II director with term expiring at the 2027 annual meeting; first joined the Nuveen funds boards in 2021 . She has 30+ years in financial services, including Managing Director roles in government relations, public policy, and as Global General Counsel at leading asset managers; prior U.S. CFTC General Counsel; J.D. from George Washington University Law School and B.A. from St. Lawrence University; year of birth 1954 . The Board classifies her as an Independent Board Member (not an “interested person” under the 1940 Act and never an employee/director of TIAA or Nuveen) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to the Vice Chairman (public policy & corporate governance) | Dec 2009–Jul 2020; Senior Advisor Jul 2018–Jul 2020 | Led regulatory/public policy engagement for global investment manager |
| Barclays Group (IBIM) | Managing Director; Global Head of Government Relations & Public Policy (investment banking/management/wealth) | 2006–2009 | Directed legislative and regulatory advocacy programs |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Oversaw global legal and corporate secretary functions |
| Orrick, Herrington & Sutcliffe LLP | Partner (derivatives and financial markets regulation) | 1993–1995 | Specialized in derivatives/market regulation |
| U.S. Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Chief 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 oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | 2019–present | Non-profit focused on Baltic-U.S. exchanges |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Market structure/policy advisory |
| SIFMA Asset Management Group | Steering Committee Chair | 2016–2018 | Industry advocacy leadership |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Derivatives/commodity policy leadership |
| The Federalist Society | Chair, Corporations/Antitrust/Securities Practice Group | 2010–2022 and 2000–2002 | Legal policy leadership |
Board Governance
- Independence: The Board deems all listed directors, including Medero, independent under the 1940 Act and unaffiliated with TIAA/Nuveen .
- Committees: Medero serves on three standing committees: Compliance, Risk Management and Regulatory Oversight Committee; Nominating & Governance Committee; and Investment Committee; she is not a chair of any committee .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Class/Term (NMI): Class II; term expires at the 2027 annual meeting (most recently elected Aug 8, 2024 as Class II) .
- Board structure: Unitary board across Nuveen fund complex with an independent Chair; seven standing committees oversee valuation, compliance, investment risk, closed-end fund market dynamics, governance, and dividends .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (effective Jan 1, 2025) | $350,000 | Paid to Independent Board Members |
| Committee Membership Retainer – Audit | $35,000 | Per member; Medero is not on Audit |
| Committee Membership Retainer – Compliance | $35,000 | Medero member |
| Committee Membership Retainer – Investment | $30,000 | Medero member |
| Committee Membership Retainer – Nominating & Governance | $25,000 | Medero member |
| Committee Membership Retainer – Dividend; Closed-End | $25,000 (each) | Medero is not on these committees |
| Chair Premiums (if applicable) | $150,000 (Board Chair); $35,000 (Audit/Compliance Chairs); $30,000 (Investment Chair); $25,000 (Dividend/N&G/Closed-End Chairs) | Medero is not a chair |
| Ad hoc meeting fees | $1,000–$2,500 per ad hoc meeting | Based on meeting length/immediacy |
| Deferred Compensation Plan | Available; amounts notionally invested in selected Nuveen funds | No pensions; deferred balances mirror selected funds |
| Aggregate Compensation Paid (Most Recent Periods) | Amount |
|---|---|
| Total compensation from all Nuveen Funds paid to Medero (latest reported) | $461,987 |
| Compensation paid by NMI (Municipal Income) to Medero (fiscal year) | $276 |
| Deferred fees attributable to NMI (fiscal year) | $99 |
Performance Compensation
| Item | Disclosure |
|---|---|
| Annual/long-term performance bonus | None disclosed for directors; directors compensated via retainers/meeting fees |
| Equity-based awards (RSUs/PSUs/options) | None disclosed for directors |
| Performance metrics (TSR, revenue, ESG, etc.) | Not applicable to director compensation |
| Clawbacks/COC/severance for directors | Not applicable; no retirement or pension plans for directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Medero in last five years |
| Non-profit/academic boards | Baltic-American Freedom Foundation (Director since 2019) |
| Shared directorships with NMI competitors/suppliers/customers | None disclosed for Medero |
| Related party interests | No Medero-related holdings in adviser-affiliated private vehicles disclosed; separate table shows holdings for another director (Kenny), not Medero |
Expertise & Qualifications
- Deep regulatory and policy expertise from service as CFTC General Counsel and senior public policy roles at BlackRock and Barclays; extensive derivatives and market regulation background; former global GC/Corporate Secretary at BGI .
- Governance leadership across industry groups (SIFMA AMG Chair; MFA committee chair); legal policy leadership in The Federalist Society practice group .
- Education: B.A. (St. Lawrence University, 1975); J.D. (George Washington University Law School, 1978) .
Equity Ownership
| Metric | NMI (Municipal Income) | Fund Complex Aggregate |
|---|---|---|
| Dollar range of equity securities beneficially owned by Medero | $0 | Over $100,000 |
| Shares beneficially owned (count) – NMI | 0 | — |
| Ownership as % of shares outstanding – NMI | <1% (all directors individually) | — |
| Pledged shares | None disclosed | |
| Ownership guideline | Expected to invest at least one year of compensation in fund complex (directly or deferred) | |
| Compliance status | Not determinable from disclosed ranges (aggregate “Over $100,000” plus deferred balances) |
Board Activity (NMI – Last Fiscal Year)
| Meeting Type | Count |
|---|---|
| Regular Board Meetings | 4 |
| Special Board Meetings | 8 |
| Executive Committee Meetings | 4 |
| Dividend Committee Meetings | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee Meetings | 6 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 5 |
| Investment Committee Meetings | 4 |
| Closed-End Fund Committee Meetings | 4 |
Insider Trades & Section 16
| Item | Status |
|---|---|
| Section 16(a) filings (last fiscal year) | Funds report directors/officers complied with all applicable filing requirements |
| Form 4 transactions (proxy disclosure) | None disclosed for Medero; proxy provides ownership tables as of May 31, 2025 |
Governance Assessment
-
Strengths
- Independence, high attendance, and relevant expertise align with committee assignments (Compliance; Nominating & Governance; Investment), enhancing board effectiveness in risk, regulatory oversight, and governance processes .
- Transparent, cash-only director pay with published retainers by committee; availability of deferred compensation aligns director interests with fund complex performance; no pensions or equity option grants reduce pay-related conflicts .
- Board’s unitary structure, independent chair, and robust committee framework support consistent oversight across policies that affect closed-end fund operations and discounts/leverage management .
-
Potential Watch Items
- NMI-specific ownership is $0 and 0 shares for Medero; while the complex-wide guideline expects at least one-year compensation invested across the complex (including deferred), the proxy’s aggregated range (“Over $100,000”) makes NMI-level alignment appear limited; cannot confirm guideline compliance due to range reporting .
- Medero’s prior senior roles at large asset managers (BlackRock/Barclays) create industry proximity; however, the Board affirms independence and lack of TIAA/Nuveen affiliation, and no Medero-related related-party holdings are disclosed .
-
Red Flags
- None disclosed regarding related-party transactions, hedging/pledging, option repricing, or legal proceedings; Section 16(a) compliance affirmed .