Joanne Medero

About Joanne T. Medero

Independent Board Member (Class III) of Nuveen Core Plus Impact Fund (NPCT), serving since 2021, with year of birth 1954 and a term running to the 2027 annual meeting (currently serving a holdover term pending election) . Career spans 30+ years in financial services and public policy: Managing Director, Government Relations/Public Policy at BlackRock (2009–2020); Senior Advisor to BlackRock’s Vice Chairman (2018–2020); Global Head of Government Relations at Barclays (2006–2009); Global General Counsel/Corporate Secretary at Barclays Global Investors (1996–2006); General Counsel of the U.S. CFTC (1989–1993) . Education: BA, St. Lawrence University (1975); JD, George Washington University Law School (1978) . All Nuveen closed‑end fund trustees (including Medero) are “Independent Board Members” under the Investment Company Act of 1940 and have never been employees/directors of TIAA/Nuveen .

Past Roles

External Roles

Board Governance

• Board class/tenure: Class III trustee for NPCT, term to 2027; stood for election in May 2024 but no nominee received requisite majority; continues as a holdover until successors are elected .
• Independence: All nominees/trustees (including Medero) are independent under the 1940 Act and unaffiliated with TIAA/Nuveen .
• Committee memberships (NPCT Fund Complex): Compliance, Risk Management & Regulatory Oversight Committee member; Nominating & Governance Committee member; Investment Committee member .
• Board leadership: Independent Chair—Robert L. Young; Co‑Chairs/Chairs lead agenda/boardroom culture and liaise with management .
• Attendance: Each Board Member attended at least 75% of board and assigned committee meetings in the last fiscal year .
• Meeting cadence (NPCT FY2024): 5 Regular Board; 9 Special Board; 5 Executive; 10 Dividend; 5 Compliance; 14 Audit; 5 Nominating & Governance; 4 Investment; 4 Closed‑End Fund Committee meetings .

Fixed Compensation

• Structure (effective Jan 1, 2024; increases noted Jan 1, 2025): Annual retainer $350,000; annual committee retainers—Audit $30k→$35k (2025), Compliance $30k→$35k (2025), Investment $20k→$30k (2025), Dividend $20k→$25k (2025), Nominating & Governance $20k→$25k (2025), Closed‑End Funds $20k→$25k (2025) .
• Chair retainers: Board Chair $140k→$150k (2025); Audit/Compliance Chairs $30k→$35k (2025); Investment Chair $20k→$30k (2025); Dividend/Nominating/Closed‑End Chairs $20k→$25k (2025) .
• Ad hoc/special assignments: $1,000 or $2,500 per ad hoc meeting (length/immediacy dependent); special assignment committee quarterly fees (chair/co‑chair starting at $1,250; members starting at $5,000) .
• NPCT per‑fund fee paid (last fiscal year): $1,428 to Medero from NPCT .

Performance Compensation

Independent trustees do not receive bonuses, stock option awards, or performance‑linked equity; compensation is retainers, committee fees, and meeting/assignment fees (no performance metrics disclosed) .

Other Directorships & Interlocks

• Public company boards: None disclosed for Medero in past five years; current “Other Directorships” list for Medero references non‑profit board only (Baltic‑American Freedom Foundation) .
• Shared directorships/competitive interlocks: No NPCT‑relevant interlocks disclosed for Medero; the appendix listing securities in adviser‑affiliated companies identifies holdings for another trustee (Thomas J. Kenny), not Medero .

Expertise & Qualifications

• Regulatory, legal, and derivatives expertise: Former CFTC General Counsel; derivatives/market regulation experience; led government relations at BlackRock/Barclays; governance/legal leadership at BGI .
• Board skills: Corporate governance/public policy; fund oversight through Compliance, Investment, and Nominating committees .
• Audit committee financial expert designation: Medero is not listed among designated audit committee financial experts (Nelson, Moschner, Starr, Young designated) .

Equity Ownership

• Beneficial ownership (NPCT): 0 shares; each Board Member’s holdings constitute less than 1% of outstanding shares of each Fund .
• Ownership guideline: Governance principle expects each Board Member to invest at least the equivalent of one year of compensation in funds in the Fund Complex, directly or on a deferred basis .
• Deferred compensation: Participates in the Deferred Compensation Plan; NPCT deferred fees credited to Medero amount to $500 (book reserve account invested in eligible Nuveen funds; distributions lump sum or 2–20 years) .
• Pledging/hedging/options: No pledging/hedging or option holdings disclosed for trustees .

Governance Assessment

• Board effectiveness and engagement: Medero serves on three core oversight committees (Compliance; Nominating & Governance; Investment), aligning with her regulatory/legal background; attendance ≥75% indicates engagement .
• Independence and conflicts: Independent under the 1940 Act and unaffiliated with TIAA/Nuveen; no related‑party transactions or adviser‑affiliated company holdings disclosed for Medero .
• Compensation structure signals: Shift from per‑meeting fees (pre‑2024) to higher fixed annual retainer and committee retainers increases guaranteed pay—potentially reducing “at‑risk” elements but standard for fund governance; chair retainers increased in 2025 .
• Ownership alignment: Governance guideline expects meaningful fund investment; Medero has $0 direct NPCT holdings but uses deferred compensation ($500 at NPCT) to align; aggregate fund‑complex holdings for Medero not disclosed—monitor for compliance with the one‑year guideline .

RED FLAGS

• Holdover status due to 2024 election not reaching required majority—creates continuity without fresh mandate; watch 2025 election outcomes .
• Minimal direct NPCT ownership ($0) places alignment primarily on deferred comp; assess broader Fund Complex investments to confirm guideline compliance .

Supporting datapoints

• NPCT per‑fund fee paid to Medero: $1,428; total compensation across Fund Complex paid to Medero: $461,987 (last fiscal year) .
• NPCT meeting volumes reflect active oversight (Audit 14; Compliance 5; Nominating 5; Investment 4 in FY2024) .