Joanne T. Medero
About Joanne T. Medero
Independent Board Member (Class III) of Nuveen Massachusetts Quality Municipal Income Fund; length of service since 2021; term expires at the 2027 annual shareholder meeting. Background includes 30+ years in financial services spanning regulation, government relations, and corporate governance; education: B.A., St. Lawrence University (1975), J.D., George Washington University Law School (1978); year of birth: 1954. Core credentials: former General Counsel of the CFTC, senior legal roles at Barclays Global Investors, and policy leadership at BlackRock focused on public policy and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | 2009–2020; 2018–2020 | Focused on public policy and corporate governance |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative and regulatory advocacy for IB, IM, WM businesses |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Led global legal and corporate secretariat functions |
| Orrick, Herrington & Sutcliffe LLP | Partner | 1993–1995 | Specialized in derivatives and financial markets regulation |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Legal oversight of U.S. derivatives markets |
| The White House, Office of Presidential Personnel | Deputy Associate Director/Associate Director for Legal & Financial Affairs | 1986–1989 | Legal and financial affairs leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SIFMA Asset Management Group Steering Committee | Chair | 2016–2018 | Industry governance; regulatory advocacy |
| Managed Funds Association CTA/CPO & Futures Committee | Chair | 2010–2012 | Policy leadership in derivatives/commodities |
| Federalist Society, Corporations/Antitrust/Securities Practice Group | Chair | 2010–2022; 2000–2002 | Thought leadership in corporate/securities policy |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Regulatory advisory to CFTC |
| Baltic-American Freedom Foundation | Director | Since 2019 | Non-profit; education and professional exchanges |
| Public company boards | None disclosed | N/A | No public company directorships listed in proxy (past five years) |
Board Governance
- Independence: Board members are not “interested persons” and have never been employees/directors of TIAA or Nuveen; Medero is deemed independent .
- Committee assignments:
- Nominating & Governance Committee: Member; committee composed entirely of Independent Board Members; Chair: Robert L. Young .
- Investment Committee: Member; Co-Chairs: Joseph A. Boateng and Amy B. R. Lancellotta .
- Compliance, Risk Management & Regulatory Oversight Committee: Member; Chair: Margaret L. Wolff .
- Audit Committee: Not a member; current members include John K. Nelson (Chair), Boateng, Lancellotta, Starr, Thornton III, Wolff, Young .
- Closed-End Fund Committee: Not a member; members include Moschner (Chair), Kenny, Nelson, Starr, Thornton, Wolff, Young .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year; annual meeting attendance policy posted online .
- Board structure: Unitary board across the Nuveen fund complex; independent Chair of the Board (Robert L. Young) since 2025; seven standing committees support oversight and risk management .
Fixed Compensation
Independent Board Members are paid retainers and committee fees; no equity grants are disclosed. Effective Jan 1, 2025, several committee membership and chair fees increased.
| Component | Pre-2025 ($) | Effective Jan 1, 2025 ($) |
|---|---|---|
| Annual retainer | 350,000 | 350,000 |
| Audit Committee membership | 30,000 | 35,000 |
| Compliance Committee membership | 30,000 | 35,000 |
| Investment Committee membership | 20,000 | 30,000 |
| Dividend Committee membership | 20,000 | 25,000 |
| Nominating & Governance membership | 20,000 | 25,000 |
| Closed-End Funds membership | 20,000 | 25,000 |
| Board Chair fee | 140,000 | 150,000 |
| Audit Committee Chair | 30,000 | 35,000 |
| Compliance Committee Chair | 30,000 | 35,000 |
| Investment Committee Chair/Co-Chair | 20,000 | 30,000 |
| Dividend/Nominating/Closed-End Chair | 20,000 | 25,000 |
| Ad hoc meeting fees | 1,000–2,500 per meeting | 1,000–2,500 per meeting |
| Special assignment committees (quarterly) | Chair from 1,250; members from 5,000 | Chair from 1,250; members from 5,000 |
Aggregate compensation paid to Medero across funds (last fiscal year):
| Fund | Aggregate Compensation Paid ($) |
|---|---|
| Nuveen Arizona Quality Municipal Income Fund | 605 |
| Nuveen California AMT-Free Quality Municipal Income Fund | 2,655 |
| Nuveen California Municipal Value Fund | 809 |
| Nuveen California Quality Municipal Income Fund | 7,785 |
| Nuveen Massachusetts Quality Municipal Income Fund (NMT) | 495 |
| Total compensation from Nuveen funds | 461,987 |
Performance Compensation
| Element | Status/Notes |
|---|---|
| Bonus | Not applicable for Independent Board Members; compensation is via retainers and committee fees |
| Stock/Option awards | Not disclosed for directors; no equity grants indicated |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable; director pay not tied to performance metrics |
| Clawbacks | Not disclosed for directors; a deferred compensation plan is available to elect deferrals into eligible Nuveen funds |
Other Directorships & Interlocks
| Company/Organization | Role | Overlap/Interlock Risk |
|---|---|---|
| Baltic-American Freedom Foundation | Director (since 2019) | Non-profit; no direct customer/supplier interlock noted |
| Public company boards | None disclosed | No public-company interlocks reported in proxy |
RED FLAG watch: None indicated regarding Medero for related-party transactions; a separate table in the proxy lists certain holdings for Thomas J. Kenny in entities under common control with the Adviser, but no Medero-specific entries appear in that table .
Expertise & Qualifications
- Regulatory and policy expert: Former CFTC General Counsel; led government relations/public policy at BlackRock and Barclays; deep derivatives and markets regulation expertise .
- Corporate governance experience: Senior advisory role on governance at BlackRock; committee leadership across SIFMA/MFA/Federalist Society .
- Education: B.A. (St. Lawrence University, 1975) and J.D. (GW Law, 1978) .
Equity Ownership
Beneficial ownership in the Funds (as of Oct 22, 2025):
| Fund | Shares Beneficially Owned (Medero) |
|---|---|
| Arizona Quality | 0 |
| California AMT-Free | 0 |
| California Value | 0 |
| California Quality | 0 |
| Massachusetts Quality (NMT) | 0 |
- Board governance principle: Each Board Member is expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in the funds within the Fund Complex; as of Oct 22, 2025, individual beneficial shareholdings for each Board Member were less than 1% of any Fund’s outstanding shares .
- Deferred Compensation Plan: Directors may elect to defer director fees into book-reserve accounts notionally invested in eligible Nuveen funds, with distributions in lump sum or over two to 20 years .
Governance Assessment
- Strengths: Proven regulatory/legal depth (CFTC GC; BGI GC/Corporate Secretary), governance and policy expertise, and active participation on Compliance, Investment, and Nominating & Governance committees; clear independence and satisfactory attendance—all supportive of board effectiveness and investor confidence .
- Areas to monitor: No chair roles and not on the Audit Committee (key for financial reporting oversight); zero direct beneficial ownership in NMT specifically—mitigated by the board’s expectation for aggregate fund-complex investment and availability of deferred compensation into Nuveen funds .
- Conflicts/related-party exposure: Proxy does not indicate Medero-related related-party transactions or interlocks; table of common-control companies lists other directors, not Medero .
- Compensation signals: 2025 fee increases for several committees reflect heightened oversight demands; Medero’s total compensation ($461,987) indicates material time commitment; no performance-based elements or equity grants—aligned with best practices for fund boards .