Joanne Medero
About Joanne T. Medero
Independent Board Member of Nuveen Municipal High Income Opportunity Fund (NMZ), born 1954, serving since 2021 with current term designated as Class II/III expiring at the 2027 annual meeting. Former CFTC General Counsel, Global General Counsel and Corporate Secretary at Barclays Global Investors, and Managing Director for Government Relations and Public Policy at BlackRock; J.D. from George Washington University Law School and B.A. from St. Lawrence University . She is classified as an Independent Board Member and has never been an employee or director of TIAA or Nuveen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations and Public Policy | 2009–2020 | Senior Advisor to the Vice Chairman on public policy and corporate governance (2018–2020) |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations and Public Policy | 2006–2009 | Directed legislative and regulatory advocacy across IB, IM, WM businesses |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel and Corporate Secretary | 1996–2006 | Led global legal and governance function |
| Orrick, Herrington & Sutcliffe LLP | Partner | 1993–1995 | Specialized in derivatives and financial markets regulation |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Chief legal officer; later CFTC Global Markets Advisory Committee member (2006–2010) |
| The White House, Office of Presidential Personnel | Deputy Associate Director/Associate Director for Legal and Financial Affairs | 1986–1989 | Senior legal and financial affairs oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | Since 2019 | Oversees exchanges promoting education and professional development |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 | Led asset management policy coordination |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Advanced derivatives policy for CTAs/CPOs |
| The Federalist Society | Chair, Corporations, Antitrust & Securities Practice Group | 2010–2022; 2000–2002 | Guided policy discourse on corporate/securities issues |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Advised on global markets regulation |
Board Governance
- Independence: Medero is not an “interested person” of the Funds or advisor and has never been an employee/director of TIAA/Nuveen; deemed Independent Board Member .
- Committee assignments (current): Compliance, Risk Management and Regulatory Oversight Committee (member); Investment Committee (member); Nominating and Governance Committee (member). She is not on Audit, Dividend, Executive, or Closed-End Fund Committees and does not chair any committee .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year; NMZ meeting counts below indicate high engagement .
| NMZ Board/Committee Meeting Type | Count | Period |
|---|---|---|
| Regular Board Meeting | 4 | FY ended Oct 31, 2024 |
| Special Board Meeting | 8 | FY ended Oct 31, 2024 |
| Executive Committee | 4 | FY ended Oct 31, 2024 |
| Dividend Committee | 10 | FY ended Oct 31, 2024 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee | 6 | FY ended Oct 31, 2024 |
| Audit Committee | 14 | FY ended Oct 31, 2024 |
| Nominating & Governance Committee | 5 | FY ended Oct 31, 2024 |
| Investment Committee | 4 | FY ended Oct 31, 2024 |
| Closed-End Fund Committee | 4 | FY ended Oct 31, 2024 |
Fixed Compensation
| Compensation Element | 2023 (Pre-2024 structure) | 2024 (Pre-Jan 1, 2025) | 2025 (Effective Jan 1, 2025) |
|---|---|---|---|
| Annual retainer – Independent Board Member | $210,000 | $350,000 | $350,000 |
| Board Chair retainer | $140,000 | $140,000 | $150,000 |
| Audit Committee – membership retainer | $2,500 per meeting | $30,000 annual | $35,000 annual |
| Compliance Committee – membership retainer | $5,000 per meeting | $30,000 annual | $35,000 annual |
| Investment Committee – membership retainer | $2,500 per meeting | $20,000 annual | $30,000 annual |
| Dividend Committee – membership retainer | $1,250 per meeting | $20,000 annual | $25,000 annual |
| Nominating & Governance – membership retainer | $500 per meeting (all other committees) | $20,000 annual | $25,000 annual |
| Closed-End Fund – membership retainer | $500 per meeting (all other committees) | $20,000 annual | $25,000 annual |
| Audit Chair retainer | $20,000 | $30,000 | $35,000 |
| Compliance Chair retainer | $20,000 | $30,000 | $35,000 |
| Investment Chair retainer | $20,000 | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Chairs retainer | $20,000 each | $20,000 each | $25,000 each |
| Ad hoc Board/Committee meeting fees | $4,000 special board; $7,250/day regular board; other per-meeting fees as above | $1,000 or $2,500 per ad hoc meeting | $1,000 or $2,500 per ad hoc meeting |
| Site visit fee | $5,000/day when no Board meeting | Not specified | Not specified |
| Deferred Compensation Plan availability | Yes (phantom account tracking eligible funds) | Yes | Yes |
| Actual Compensation – Medero | Period | Amount |
|---|---|---|
| Aggregate compensation from NMZ | FY ended Oct 31, 2024 | $4,368 |
| Deferred fees for NMZ (Participating Funds) | FY ended Oct 31, 2024 | $1,564 |
| Total compensation from Nuveen Funds (all funds) | Latest disclosed | $461,987 |
Performance Compensation
No performance-based incentives (no RSUs/PSUs, options, or pay tied to TSR/revenue/EBITDA) are disclosed for Independent Board Members; compensation consists of retainers and meeting/membership fees, with optional deferred compensation elections .
Other Directorships & Interlocks
| Organization | Type | Role | Tenure | Interlocks/Notes |
|---|---|---|---|---|
| Baltic-American Freedom Foundation | Non-profit | Director | Since 2019 | No public company directorships disclosed for Medero in past five years |
Expertise & Qualifications
- Deep regulatory and policy expertise: former CFTC General Counsel and later member of CFTC Global Markets Advisory Committee .
- Senior governance and legal leadership in asset management: Global GC/Corporate Secretary at BGI; MD for Government Relations/Public Policy at Barclays Group and BlackRock .
- Industry policy leadership roles at SIFMA AMG and MFA; legal policy leadership at The Federalist Society .
- Education: B.A. St. Lawrence University (1975); J.D. George Washington University Law School (1978) .
Equity Ownership
| Ownership Element | Value |
|---|---|
| NMZ dollar range held | $0 |
| NMZ shares held | 0 |
| Aggregate dollar range across all Nuveen funds overseen | Over $100,000 |
| Ownership guidelines | Governance principle: invest at least equivalent of one year of compensation in funds in the Fund Complex |
| Compliance status vs guideline | Not determinable from disclosed ranges; only “Over $100,000” is disclosed vs $461,987 total compensation |
| Pledging/hedging | Not disclosed |
| Section 16 compliance | Funds report full compliance with Section 16(a) in last fiscal year |
Governance Assessment
- Strengths: Independent status with no TIAA/Nuveen employment history; extensive regulatory/governance expertise aligned to oversight of compliance, risk management, and investment policies; active committee membership (Compliance; Investment; Nominating & Governance); Board-wide attendance ≥75% across meetings .
- Engagement signal: NMZ’s high cadence of committee meetings (e.g., 14 Audit; 10 Dividend; 6 Compliance) suggests robust oversight cadence; Medero’s placement on risk/compliance and investment oversight committees is governance-positive for municipal leverage/liquidity/derivatives risks .
- Alignment considerations: She reports $0 direct ownership in NMZ but “Over $100,000” aggregate holdings across the Nuveen complex; the board’s guideline is framed at complex level, but disclosure granularity prevents confirming one-year-compensation equivalency; investors may view fund-specific $0 as a modest alignment gap at the fund level .
- Conflicts/related-party exposure: No related-party transactions disclosed for directors; Medero is not listed in the table of board members holding securities of companies under common control with the adviser (table lists Kenny only), reducing perceived conflict risk . No public-company interlocks disclosed for Medero .
- RED FLAGS: None apparent from proxy regarding attendance, option repricing, tax gross-ups, pledging, or related-party transactions; note only that NMZ-specific ownership is $0, which could be perceived as weaker fund-level alignment despite complex-level guideline .