Joanne Medero
About Joanne T. Medero
Independent trustee since 2021 (Class III; current term expires at the 2027 annual meeting). Born 1954. Career lawyer and policy executive with 30+ years in financial services, specializing in derivatives regulation, government relations, and fund governance; J.D. (George Washington University Law School, 1978) and B.A. (St. Lawrence University, 1975) . Oversees 218 portfolios across the Nuveen/TIAA fund complex; designated an Independent Board Member (not an “interested person”) and has never been an employee or director of TIAA, Nuveen, or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | MD: 2009–2020; Sr. Advisor: 2018–2020 | Led global policy/corporate governance engagement |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative/regulatory advocacy for investment banking, IM, wealth businesses |
| Barclays Global Investors | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Top legal/governance officer for BGI globally |
| Orrick, Herrington & Sutcliffe LLP | Partner | 1993–1995 | Derivatives and financial markets regulation practice |
| U.S. CFTC | General Counsel | 1989–1993 | Chief legal officer of U.S. derivatives regulator |
| The White House (Office of Presidential Personnel) | Deputy Associate Director/Associate Director (Legal & Financial Affairs) | 1986–1989 | Senior policy staff on appointments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | Since 2019 | Non-profit; education/professional exchanges (Baltic states) |
| Industry associations (SIFMA AMG; Managed Funds Association) | Committee Chair roles (prior) | Various: 2010–2018 | Chaired SIFMA AMG Steering Committee (2016–2018); MFA CTA/CPO/Futures Committee (2010–2012) |
Board Governance
- Status, class, term: Independent trustee; Class III; current term to 2027 annual meeting (for NMS and other funds); last elected as Class III on April 12, 2024; serving unitary board across Nuveen fund complex .
- Independence: Board confirms all nominees/trustees (incl. Medero) are Independent Board Members under the 1940 Act; no TIAA/Nuveen employment history .
- Committee memberships (no chair roles disclosed for Medero):
- Compliance, Risk Management & Regulatory Oversight Committee (member)
- Nominating & Governance Committee (member)
- Investment Committee (member)
- Attendance: Each trustee attended at least 75% of Board and committee meetings during the last fiscal year .
- Board/committee activity at NMS (last fiscal year):
| Meeting Type (NMS) | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 8 |
| Executive Committee | 8 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight | 6 |
| Audit Committee | 15 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
- Board leadership: Independent Chair is Robert L. Young; unitary board structure with committee system for risk/valuation/compliance oversight .
Fixed Compensation
Structure (effective dates and amounts apply to all Independent Board Members; allocation across funds by relative net assets):
| Component | 2023 Structure | 2024 Structure | 2025 Structure |
|---|---|---|---|
| Annual retainer | $210,000 + per-meeting fees | $350,000 | $350,000 (unchanged) |
| Audit Committee membership | $2,500 per meeting (2023) | $30,000 annual | $35,000 annual |
| Compliance Committee membership | $5,000 per meeting (2023) | $30,000 annual | $35,000 annual |
| Investment Committee membership | $2,500 per meeting (2023) | $20,000 annual | $30,000 annual |
| Dividend, Nominating, Closed-End membership | $1,250–$5,000 per meeting (2023) | $20,000 annual | $25,000 annual |
| Board Chair stipend | $140,000 | $140,000 | $150,000 |
| Chair stipends (Audit/Compliance) | $20,000 (2023) | $30,000 | $35,000 |
| Chair stipend (Investment) | $20,000 (2023) | $20,000 | $30,000 |
| Chair stipend (Dividend/Nom/Gov/CEF) | $20,000 (2023) | $20,000 | $25,000 |
| Ad hoc/special assignments | Per-meeting or quarterly fees | $1,000–$2,500 per ad hoc meeting; special assignment quarterly fees (chair from $1,250; members from $5,000) | Same |
| Deferred compensation plan | Available (elective; credited to fund-share equivalents) | Available | Available |
NMS-specific and total compensation (last fiscal year):
| Item | Amount |
|---|---|
| Aggregate compensation from NMS (Minnesota Municipal) | $386 |
| Deferred fees credited at NMS (book-reserve value) | $184 |
| Total compensation from funds in the Fund Complex (allocated across funds) | $461,987 |
Notes:
- Officers receive no compensation from the Funds; CCO pay borne by Adviser and partially reimbursed; trustees can defer fees into designated Nuveen funds under the Deferred Compensation Plan .
Performance Compensation
| Component | Disclosure |
|---|---|
| Performance-based cash bonus | None disclosed for Independent Board Members; compensation is retainers/committee fees/ad hoc fees |
| Equity awards (RSUs/PSUs/Options) | None disclosed for trustees of the Funds |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable for Fund trustees |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Medero in past five years |
| Other boards | Baltic-American Freedom Foundation (non-profit), Director since 2019 |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Regulatory/legal expertise: Former General Counsel of the U.S. CFTC; derivatives and financial markets regulation specialist; former global GC & Corporate Secretary (BGI) .
- Policy and governance: Led government relations and public policy at Barclays/BlackRock; chaired key industry committees (SIFMA AMG; MFA) .
- Board service: Independent trustee since 2021; oversees 218 portfolios across the fund complex .
Equity Ownership
| Measure | NMS | Complex Guideline |
|---|---|---|
| Beneficial ownership (dollar range) | $0 | Trustees are expected to invest at least one year of compensation in funds in the Fund Complex (governance principle) |
| Shares owned (count) | 0 | |
| Ownership as % of outstanding | Each trustee held <1% of any Fund’s shares (as of Feb 18, 2025) | |
| Pledged shares | Not disclosed | |
| Compliance with ownership guideline | Not disclosed (Appendix A shows $0 in each fund listed for Medero) |
Governance Assessment
-
Strengths
- Independent; deep regulatory and public policy expertise valuable for compliance, valuation oversight, and closed-end fund structural issues .
- Active committee participation (Compliance; Nominating & Governance; Investment); Board reports ≥75% meeting attendance across trustees; robust committee cadence at NMS (e.g., 15 Audit; 6 Compliance; 5 N&G; 4 Investment) supporting engagement .
- No Section 16(a) delinquencies; Board confirms compliance in latest year .
-
Watch items / potential red flags
- Ownership alignment: $0 reported holdings in NMS; Appendix A shows $0 dollar range across funds for Medero, while governance principle expects one year of compensation invested in the fund complex (compliance status not disclosed). Low fund-level ownership may be viewed as weaker alignment by some investors .
- No disclosed current public company directorships (neutral for time demands; limits external market cross-pollination) .
- Compensation structure shift: materially higher fixed retainers from 2024 (to $350k) and higher committee retainers from 2025 reflect increased workload/complexity; not performance-linked; investors may scrutinize value-for-fee given closed-end fund discount dynamics overseen by the Closed-End Fund Committee .
-
Conflicts/related-party exposure
- Board affirms independence; no related-party transactions disclosed for Medero; table of board members with investments in adviser-affiliated private vehicles lists only another trustee (Kenny), not Medero .