Joanne T. Medero
About Joanne T. Medero
Independent Class III trustee of Nuveen Variable Rate Preferred & Income Fund (NPFD) since 2021; not an “interested person” under the 1940 Act. Former BlackRock Managing Director for Government Relations/Public Policy (retired 2020) and ex-CFTC General Counsel, with deep regulatory, governance, and derivatives expertise. Born 1954; BA St. Lawrence University (1975) and JD George Washington University Law School (1978). Currently oversees 218 portfolios across the Nuveen fund complex; stands as a Class III nominee for a term expiring at the 2027 annual meeting (held over from 2024 due to lack of quorum) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | 2009–2020; 2018–2020 | Led policy and corporate governance engagement globally . |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative/regulatory advocacy across banking, IM, wealth units . |
| Barclays Global Investors | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Oversaw legal, governance for global asset manager (merged into BlackRock in 2009) . |
| Orrick, Herrington & Sutcliffe | Partner | 1993–1995 | Derivatives and markets regulation focus . |
| U.S. CFTC | General Counsel | 1989–1993 | Chief legal officer; derivatives oversight . |
| The White House, Office of Presidential Personnel | Deputy Associate Director/Associate Director (Legal & Financial Affairs) | 1986–1989 | Senior policy/appointments work . |
External Roles
| Organization | Role | Since |
|---|---|---|
| Baltic-American Freedom Foundation | Member, Board of Directors (non-profit) | 2019 . |
Board Governance
- Independence and class/tenure: Independent trustee; Class III for NPFD; nominated for election at April 17, 2025 meeting to serve through 2027; previously in holdover status after May 2024 meeting lacked quorum .
- Committee assignments (NPFD and Nuveen funds):
- Compliance, Risk Management & Regulatory Oversight Committee – Member (Chair: Wolff) .
- Nominating & Governance Committee – Member (Chair: Young) .
- Investment Committee – Member (Co-Chairs: Lancellotta, Boateng) .
- Not on Audit, Dividend, Executive, or Closed-End Fund committees .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- NPFD meeting cadence (last fiscal year):
| Meeting Type | Count (NPFD last FY) |
|---|---|
| Regular Board | 5 |
| Special Board | 8 |
| Executive Committee | 8 |
| Dividend Committee | 8 |
| Compliance Committee | 6 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Governance note: Nuveen employs a unitary board structure across the complex; Independent Chair (Robert L. Young) sets agendas and leads board processes, with committees providing risk/valuation/compliance oversight .
Fixed Compensation
Compensation is cash-based (no equity/option grants). Directors may elect deferred compensation invested notionally in select Nuveen funds.
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $210,000 | $350,000 | $350,000 |
| Committee membership – Audit | n/a | $30,000 | $35,000 |
| Committee membership – Compliance | n/a | $30,000 | $35,000 |
| Committee membership – Investment | n/a | $20,000 | $30,000 |
| Committee membership – Dividend, Nominating, Closed-End | n/a | $20,000 | $25,000 |
| Board Chair retainer | $140,000 | $140,000 | $150,000 |
| Audit/Compliance Chair | $20,000 | $30,000 | $35,000 |
| Investment Chair | $20,000 | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Chair | $20,000 | $20,000 | $25,000 |
Ms. Medero’s paid allocations (last fiscal year):
| Pay Source | Amount |
|---|---|
| NPFD (Variable Rate Preferred & Income) – aggregate paid | $2,267 |
| Total from funds in the Nuveen fund complex | $461,987 |
Deferred compensation elections (notional, by fund):
| Fund | Deferred Amount Value |
|---|---|
| NPFD (Variable Rate Preferred & Income) | $969 |
Plan mechanics: Directors can defer all/part of fees; accounts track as if invested in eligible Nuveen funds; paid in lump sum or over 2–20 years at elected time .
Performance Compensation
No performance-based director compensation, stock awards, options, severance, change-in-control, tax gross-ups, or clawbacks disclosed for independent trustees (Nuveen funds have no employees and directors receive cash retainers/fees) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current U.S.-listed public company boards | None disclosed . |
| Other boards (non-profit/academic) | Baltic-American Freedom Foundation, Director (since 2019) . |
| Interlocks/conflicts noted | None disclosed for Medero; board’s “interested person” screen confirms independence from Adviser, TIAA/Nuveen affiliates . |
| Holdings in adviser-affiliated private companies | None disclosed for Medero (appendix lists such holdings for certain trustees; Medero not listed) . |
Expertise & Qualifications
- Regulatory/governance: Former CFTC General Counsel; extensive government relations/public policy leadership at BlackRock/Barclays; chaired key industry policy groups (SIFMA AMG Steering Committee; MFA CTA/CPO & Futures Committee) .
- Legal/derivatives: Led global legal/governance functions at BGI; partner at Orrick focused on markets regulation .
- Board fit: Serves on Compliance, Nominating & Governance, and Investment committees, aligning expertise with oversight of compliance/risk, board process, and performance review .
Equity Ownership
| Item | NPFD | Note |
|---|---|---|
| Beneficially owned shares | 0 | Individual holdings in each fund are <1% for all trustees . |
| Dollar range (NPFD) | $0 | |
| Deferred comp value (NPFD) | $969 | Deferred account notionally invested in Nuveen funds . |
| Governance ownership principle | Expected to invest at least one year’s compensation directly or on a deferred basis (complex-wide) . |
No pledging/hedging disclosures were provided for trustees in the proxy; no director-specific ownership guideline multiples beyond the governance principle were disclosed .
Insider Filings and Trades
| Item | Status |
|---|---|
| Section 16(a) filing compliance (last fiscal year) | In compliance; no delinquent reports for Board Members and officers . |
Note: Proxy does not list Form 4 transaction details; only compliance status.
Governance Assessment
- Strengths: Independent director with deep regulatory and governance background; active on compliance and governance-focused committees; board and committee attendance met the ≥75% threshold; overall board structure features independent chair and robust committee charters .
- Alignment: Compensation is cash-only with optional deferral into fund shares; Medero elected deferrals (including NPFD), modestly aligning economics without equity awards common in operating company boards .
- Watch items/RED FLAGS:
- Very low direct ownership in NPFD (reported $0) may be viewed as limited fund-specific “skin-in-the-game,” though deferred balances provide some exposure .
- 2024 election holdover due to lack of quorum introduces procedural uncertainty; slated for 2025 vote (not performance-related but a process risk) .
- No related-party transactions, adviser-affiliate holdings, or “interested person” conflicts are disclosed for Medero; Section 16 compliance was maintained, supporting governance hygiene .
References: NPFD Joint Proxy Statement (DEF 14A) filed March 4, 2025. Citations inline.