Joanne T. Medero
About Joanne T. Medero
Independent Board Member (Class III; term expiring 2027) of Nuveen Virginia Quality Municipal Income Fund (NPV); service on the Nuveen Funds’ unitary board since 2021. Year of birth: 1954. Former Managing Director leading government relations and public policy at BlackRock and Barclays/Barclays Global Investors; prior General Counsel of the CFTC; J.D. from George Washington University Law School and B.A. from St. Lawrence University. She is classified as an “Independent Board Member” (not an “interested person”) and oversees 218 portfolios across the fund complex .
Past Roles
| Organization | Role | Tenure/Years | Notes |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | 2009–2020; 2018–2020 | Public policy, corporate governance focus |
| Barclays Group (IBIM) | Managing Director, Global Head of Government Relations & Public Policy | 2006–2009 | Led global policy for IB/IM/wealth businesses |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Global legal leadership at BGI (merged with BlackRock in 2009) |
| Orrick, Herrington & Sutcliffe LLP | Partner | 1993–1995 | Derivatives and financial markets regulation |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Chief legal officer at U.S. derivatives regulator |
| The White House, Office of Presidential Personnel | Deputy Associate Director/Associate Director (Legal & Financial Affairs) | 1986–1989 | Senior legal/financial policy staffing |
| Industry Associations | Chair, SIFMA AMG Steering Committee; Chair, MFA CTA/CPO & Futures Committee; Chair, Federalist Society Corporations/Antitrust/Securities PG | 2016–2018; 2010–2012; 2010–2022 (also 2000–2002) | Policy and governance leadership roles |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | Since 2019 | Non-profit; education/exchange programs |
Board Governance
- Independence: All nominees and current Board Members (including Ms. Medero) are not “interested persons” under the 1940 Act and have never been employees of TIAA/Nuveen; designated Independent Board Members .
- Committee memberships (NPV and complex):
- Compliance, Risk Management and Regulatory Oversight Committee: Member (Chair: Wolff)
- Nominating & Governance Committee: Member (Chair: Young)
- Investment Committee: Member (Co-Chairs: Boateng and Lancellotta)
- Not a member: Executive; Dividend; Audit; Closed-End Fund Committees
- Attendance: Each Board Member attended ≥75% of Board and applicable committee meetings in the last fiscal year .
- Unitary board and independent Chair (Robert L. Young); committee structure emphasizes valuation, compliance, investment risk, governance, and closed-end fund market oversight .
| Committee (NPV) | Member? | Chair? | Last FY Meeting Count (NPV) |
|---|---|---|---|
| Compliance, Risk Management & Regulatory Oversight | Yes | No | 6 |
| Nominating & Governance | Yes | No | 5 |
| Investment | Yes | No | 4 |
| Executive | No | — | 8 |
| Dividend | No | — | 10 |
| Audit | No | — | 15 |
| Closed-End Fund | No | — | 4 |
| Board – Regular | — | — | 5 |
| Board – Special | — | — | 8 |
Fixed Compensation
- Structure (effective Jan 1, 2024; updates Jan 1, 2025):
- Board annual retainer: $350,000; Chair retainer: $140,000 (increasing to $150,000 as of Jan 1, 2025)
- Committee membership retainers (per committee, annual):
- Audit; Compliance, Risk Mgmt & Regulatory Oversight: $30,000 → $35,000 (2025)
- Investment: $20,000 → $30,000 (2025)
- Dividend; Nominating & Governance; Closed-End Funds: $20,000 → $25,000 (2025)
- Committee chair premia (annual): Audit/Compliance $30,000 → $35,000; Investment $20,000 → $30,000; Dividend/Nominating/Closed-End $20,000 → $25,000 (2025)
- Ad hoc meetings: $1,000 or $2,500 depending on length/immediacy; special assignment committee quarterly fees (chair starting $1,250; members starting $5,000)
- Deferred Compensation Plan available; no retirement/pension plans
| Compensation Item | 2024 Amount (USD) | 2025 Amount (USD) |
|---|---|---|
| Board annual retainer | $350,000 | $350,000 |
| Board Chair retainer | $140,000 | $150,000 |
| Audit Committee member | $30,000 | $35,000 |
| Compliance Committee member | $30,000 | $35,000 |
| Investment Committee member | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End member | $20,000 | $25,000 |
| Audit/Compliance Chair | $30,000 | $35,000 |
| Investment Chair | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Chair | $20,000 | $25,000 |
- Actual compensation (last fiscal year):
- Aggregate compensation from NPV to Ms. Medero: $1,096
- Total compensation from funds in the Nuveen fund complex paid to Ms. Medero: $461,987
- Deferred fees credited (NPV): $523
| Director | Aggregate Compensation from NPV (USD) | Total Compensation from Fund Complex (USD) | Deferred Fees – NPV (USD) |
|---|---|---|---|
| Joanne T. Medero | $1,096 | $461,987 | $523 |
Performance Compensation
- No equity awards or option awards are disclosed for Independent Board Members; compensation consists of cash retainers/fees with an optional Deferred Compensation Plan (deferrals notionally invested in eligible Nuveen funds) .
- No performance metrics (TSR, revenue, EBITDA, etc.) are disclosed as determinants of director pay .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the proxy (past five years column lists only a non-profit) |
| Non-profit/academic boards | Baltic-American Freedom Foundation – Director (since 2019) |
| Industry bodies | SIFMA AMG (Chair, Steering Committee, 2016–2018); Managed Funds Association (Chair, CTA/CPO & Futures Committee, 2010–2012); Federalist Society (Chair, Corporations/Antitrust/Securities Practice Group, 2010–2022 and 2000–2002) |
| Related-party/other conflicts | Appendix includes a table of board members holding securities in companies advised by affiliates; Ms. Medero is not listed (e.g., entries pertain to another trustee) |
Expertise & Qualifications
- 30+ years in financial services with senior public policy and legal leadership roles at BlackRock, BGI/Barclays, Orrick, and the CFTC; extensive regulatory, derivatives, and governance experience .
- Legal credentials (J.D. GW Law) and prior government service (CFTC General Counsel; White House personnel office) position her for compliance, risk oversight, and governance committee work .
Equity Ownership
| Metric | NPV | Notes |
|---|---|---|
| Shares beneficially owned (12/31/2024) | 0 | Includes share equivalents where applicable under the Deferred Compensation Plan |
| Dollar range of equity securities (NPV) | $0 | Dollar range table shows $0 for Ms. Medero across listed funds |
| Ownership as % of shares outstanding (each fund) | <1% for each Board Member | As of 2/18/2025, each Board Member individually held <1% in each fund |
| Deferred fees credited (NPV) | $523 | Book reserve account notionally invested in selected funds |
| Director ownership guideline | Expected to invest at least one year of compensation in Fund Complex (directly or deferred) | Compliance status not disclosed per individual |
Governance Assessment
-
Positives
- Independent director with deep regulatory/legal pedigree; serves on Compliance, Nominating & Governance, and Investment Committees—key for risk, oversight, and board effectiveness .
- Attendance threshold met (≥75% of applicable meetings) amid a high meeting cadence at NPV (e.g., 5 regular, 8 special Board meetings; active committee schedule) .
- Unitary board with independent Chair and well-defined committee charters supports oversight of valuation, compliance, risk, and closed-end fund market dynamics .
-
Watch items / Red flags
- Ownership alignment: $0 direct beneficial ownership in NPV as of 12/31/2024 despite board guideline expectation to invest at least one year of compensation in the fund complex; while she uses the Deferred Compensation Plan (e.g., $523 deferred to NPV), direct holdings remain minimal—investors may prefer higher “skin in the game” .
- Workload and compensation optics: Oversight of 218 portfolios with total complex compensation of $461,987 may raise perception risk around workload and potential resource dilution, though this is consistent with Nuveen’s unitary board model .
- No specific related-party transactions involving Ms. Medero are disclosed; continue to monitor future proxies/8-Ks for any such exposures .
-
Compliance and disclosures
- Section 16(a) filings: Funds report compliance with applicable filing requirements in the last fiscal year .
Overall: Ms. Medero brings high-caliber regulatory and governance experience and is active across critical board committees. The main investor-alignment consideration is limited direct fund share ownership; however, she participates in the Deferred Compensation Plan. Continued monitoring of ownership alignment and any evolving interlocks/conflicts is warranted .