Joanne T. Medero
About Joanne T. Medero
Independent Board Member of Nuveen New York AMT‑Free Quality Municipal Income Fund (NRK), born 1954, joined the Nuveen Funds Board in 2021. She has 30+ years in financial services, serving as Managing Director in Government Relations and Public Policy at BlackRock (2009–2020) and Senior Advisor to the Vice Chairman (2018–2020), with prior senior roles at Barclays Global Investors and Barclays Group. Education: B.A., St. Lawrence University (1975); J.D., George Washington University Law School (1978). She oversees 217 portfolios in the fund complex.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy | 2009–2020 | Senior Advisor to Vice Chairman on public policy & corporate governance (2018–2020) |
| Barclays Group (IBIM) | Managing Director & Global Head, Government Relations & Public Policy | 2006–2009 | Directed legislative/regulatory advocacy across IB, IM & wealth |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | Joined 1996; GC/CS until 2006 | BGI merged into BlackRock in 2009 |
| Orrick, Herrington & Sutcliffe LLP | Partner (Derivatives & Financial Markets Regulation) | 1993–1995 | Specialized in derivatives regulation |
| Commodity Futures Trading Commission | General Counsel | 1989–1993 | Legal leadership at market regulator |
| The White House Office of Presidential Personnel | Deputy Associate Director/Associate Director (Legal & Financial Affairs) | 1986–1989 | Executive branch personnel oversight |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Market policy advisory role |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 | Industry leadership |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Derivatives oversight |
| The Federalist Society (Corporations, Antitrust & Securities) | Practice Group Chair | 2010–2022 and 2000–2002 | Policy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic‑American Freedom Foundation | Director | Since 2019 | Non‑profit board |
| College Retirement Equities Fund (CREF) | Trustee; Chairman | 2011–2023; Chair 2017–2023 | Pension/mutual fund board leadership |
| TIAA‑Separate Account VA‑1 | Manager; Chairman | 2011–2023; Chair 2017–2023 | Variable annuity account oversight |
| Cottage Health System | Member | 2012–2020 | Health system governance |
| Crane Country Day School | Board Member; former President | 2009–2019; President 2014–2018 | Education sector board |
Board Governance
- Independence: All nominees and continuing Board Members, including Medero, are not “interested persons” under the 1940 Act and have never been employees or directors of TIAA/Nuveen or affiliates; deemed Independent Board Members.
- Committee assignments: Member of Compliance, Risk Management & Regulatory Oversight Committee; Investment Committee; and Nominating & Governance Committee. No chair roles.
- Other committees: Not listed on Audit, Dividend, Executive, or Closed‑End Fund Committees (chairs and members named do not include Medero).
- Class/Term: Designated Class II/III Board Member, with term expiring at the 2027 annual meeting where applicable; last elections occurred August 2024 per fund class context.
- Attendance: Each Board Member attended 75% or more of Board and committee meetings during the last fiscal year.
Fixed Compensation
| Component | 2024 Structure (effective Jan 1, 2024) | 2025 Structure (effective Jan 1, 2025) |
|---|---|---|
| Annual Board Retainer | $350,000 | $350,000 |
| Audit Committee membership retainer | $30,000 | $35,000 |
| Compliance Committee membership retainer | $30,000 | $35,000 |
| Investment Committee membership retainer | $20,000 | $30,000 |
| Dividend Committee membership retainer | $20,000 | $25,000 |
| Nominating & Governance Committee membership retainer | $20,000 | $25,000 |
| Closed‑End Funds Committee membership retainer | $20,000 | $25,000 |
| Board Chair fee | $140,000 | $150,000 |
| Audit/Compliance Chair fee | $30,000 | $35,000 |
| Investment Chair/Co‑Chair fee | $20,000 | $30,000 |
| Dividend/Nominating/Closed‑End Chair fee | $20,000 | $25,000 |
| Ad hoc meeting fees | $1,000 or $2,500 | $1,000 or $2,500 |
| Special assignment committee fees | Chair/Co‑Chair quarterly start $1,250; Members quarterly start $5,000 | Same structure |
| Per‑meeting fees (legacy) | Multiple per‑meeting fees applied in 2023 (phase‑out) | Not used in new structure |
| Aggregate Compensation from NRK | FY (to Feb 29, 2024) | Stub Period (Mar 1–Aug 31, 2024) |
|---|---|---|
| Joanne T. Medero | $5,240 | $2,270 |
| Total Compensation from Nuveen Funds Paid to Board Members/Nominees (All Funds, latest disclosed) | Amount |
|---|---|
| Joanne T. Medero | $461,987 |
- Deferred Compensation Plan: Independent Board Members may defer fees into book accounts benchmarked to eligible Nuveen funds; distributions in lump sum or 2–20 years. Total deferred fees per fund are disclosed; Medero’s fund‑level deferred amounts are shown in the proxy’s table.
Performance Compensation
| Performance‑Linked Element | Metrics | Value / Terms |
|---|---|---|
| None disclosed for Independent Board Members | N/A | The Funds do not use performance‑linked pay (no bonuses/options tied to KPIs for directors). |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| Baltic‑American Freedom Foundation | Non‑profit | Director | No disclosed issuer conflicts with NRK. |
| CREF; TIAA VA‑1 | Financial (not public company board) | Trustee/Manager; Chairman | Prior governance within TIAA ecosystem; no employment with TIAA/Nuveen per independence statement. |
| Cottage Health System; Crane Country Day School | Non‑profit/Education | Board roles | No issuer interlocks. |
Expertise & Qualifications
- Government relations and regulatory strategy across asset management and investment banking; derivative markets legal expertise; former CFTC General Counsel.
- Board governance experience across large fund complexes; industry leadership roles at SIFMA AMG and Managed Funds Association.
- Education: B.A. (1975) and J.D. (1978).
Equity Ownership
| Holder | NRK Shares Owned | Dollar Range in NRK | Aggregate Range of Equity Securities in All Nuveen Funds |
|---|---|---|---|
| Joanne T. Medero | 0 | $0 | Over $100,000 (includes share equivalents via deferred compensation plan) |
| Insider Filing | Date | Form | Reported Beneficial Ownership | Notes |
|---|---|---|---|---|
| Initial Statement | 2021‑07‑08 | Form 3 | “No securities are beneficially owned.” | Filed as Trustee/Director; signature under POA. |
- Pledging/Hedging: No pledging of fund shares disclosed.
- Ownership Guidelines: Not disclosed for independent directors in the Funds; proxy reports dollar ranges and deferred equivalents instead.
Governance Assessment
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Board effectiveness: Medero’s committee engagements in Compliance, Investment, and Nominating & Governance align with her regulatory and governance expertise, contributing to risk oversight, portfolio performance review, and board refresh processes.
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Independence and attendance: Explicit independence under the 1940 Act and 75%+ attendance support governance quality and reliability of oversight.
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Compensation structure: Movement from per‑meeting fees to fixed annual retainers and increased committee/Chair retainers in 2025 suggests governance workload recognition and standardization; no performance pay mitigates pay‑for‑performance misalignment risk for directors.
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Alignment signals: Direct ownership in NRK is $0, but deferred compensation can track eligible Nuveen funds—alignment is to the fund complex rather than NRK specifically; consider modest alignment risk for single‑fund focus.
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Conflicts and related parties: No related‑party transactions, loans, or tax gross‑ups disclosed; prior employment at BlackRock/Barclays is historical and not a current related‑party tie to TIAA/Nuveen per independence statement.
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RED FLAGS:
- Zero direct NRK share ownership may be viewed as weaker single‑fund alignment; mitigated by deferred plan exposure to Nuveen funds broadly.
- No other red flags (no pledging, no related‑party transactions, no legal proceedings) disclosed in the proxy.