Joanne T. Medero
About Joanne T. Medero
Independent Board Member of Nuveen closed-end funds since 2021. Year of birth: 1954. Education: B.A., St. Lawrence University (1975); J.D., George Washington University Law School (1978). Career credentials span >30 years in financial services, including CFTC General Counsel, senior legal/governance roles at Barclays Global Investors and Barclays, and public policy/governance leadership at BlackRock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | 2009–2020; 2018–2020 | Public policy and corporate governance focus |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Legal oversight; governance leadership |
| Barclays Group (IBIM) | Managing Director; Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative/regulatory advocacy for IB, IM, WM businesses |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Derivatives/market regulation leadership |
| The White House Office of Presidential Personnel | Deputy Associate Director/Associate Director (Legal & Financial Affairs) | 1986–1989 | Executive branch personnel policy |
| Orrick, Herrington & Sutcliffe LLP | Partner (Derivatives/Financial Markets Regulation) | 1993–1995 | Specialized legal expertise |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Market structure/regulatory advisory |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Industry standards and advocacy |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 | Asset management policy steering |
| Federalist Society (Corporations, Antitrust & Securities Practice Group) | Chair | 2010–2022; 2000–2002 | Governance/legal thought leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Board Director | Since 2019 | Education/professional exchanges; non-profit board |
Board Governance
- Independence: Classified as an “Independent Board Member” under the 1940 Act and exchange listing standards; never an employee/director of TIAA or Nuveen .
- Committee memberships: Nominating & Governance (member; Chair: Robert L. Young) ; Investment Committee (member; Co-Chairs: Joseph A. Boateng, Amy B. R. Lancellotta) ; Compliance, Risk Management & Regulatory Oversight (member; Chair: Margaret L. Wolff) . Not on Audit Committee (members listed; Chair: John K. Nelson) . Not on Closed-End Fund Committee (members listed; Chair: Albin F. Moschner) .
- Classification/term: Designated a Class III Board Member for many Nuveen funds with terms expiring at the 2027 annual meeting; Class II for certain funds (e.g., Municipal Income) expiring at 2026 .
- Attendance: Each Board Member attended ≥75% of Board and committee meetings for the last fiscal year .
- Board structure: Unitary board across Nuveen fund complex; independent Chair (Robert L. Young) .
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Jan 1, 2025 | Paid to each Independent Board Member |
| Audit Committee membership retainer | $35,000 | Jan 1, 2025 | Per membership; not applicable to Medero (not a member) |
| Compliance Committee membership retainer | $35,000 | Jan 1, 2025 | Medero is a member |
| Investment Committee membership retainer | $30,000 | Jan 1, 2025 | Medero is a member |
| Nominating & Governance membership retainer | $25,000 | Jan 1, 2025 | Medero is a member |
| Closed-End Funds Committee membership retainer | $25,000 | Jan 1, 2025 | Not a member |
| Ad hoc meeting fees | $1,000 or $2,500 | Jan 1, 2025 | Based on meeting length/immediacy |
| Special assignment committee fees | Chair/Co-Chair: from $1,250/qtr; Members: from $5,000/qtr | Jan 1, 2025 | As constituted |
| Prior structure (reference) | $210,000 annual retainer + per-meeting fees | Through Dec 31, 2023 | Higher variable, lower fixed pay model |
| Transition structure | $350,000 annual retainer + annual committee retainers | Jan 1, 2024 | Initial committee retainer levels (Audit/Compliance $30k; Investment $20k; Dividend/Nom/Gov/Closed-End $20k) |
| Actual Aggregate Compensation (FY ended Oct 31, 2024) | Amount |
|---|---|
| Total compensation from Nuveen funds paid to Joanne T. Medero | $461,987 |
Performance Compensation
| Metric/Instrument | Disclosure | Notes |
|---|---|---|
| Performance-based cash bonus | None disclosed | Director compensation comprises fixed retainers/fees; no performance targets |
| Equity awards (RSUs/PSUs/options) | None disclosed | No equity grants to Board Members; deferred comp plan available |
| TSR/financial metric linkage | None disclosed | No pay-for-performance constructs for directors |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|---|
| Baltic-American Freedom Foundation | Non-profit | Director | — | No issuer conflict indicated |
| Public company boards (past 5 years) | — | None disclosed | — | No public-director interlocks disclosed |
- Related-party securities holdings table lists Board Members with holdings in companies advised by affiliates under Nuveen control; only Thomas J. Kenny appears, with no entry for Medero, implying no such reported holdings for her as of Dec 31, 2024 .
Expertise & Qualifications
- Deep expertise in financial markets regulation, derivatives, and government relations; former CFTC General Counsel; senior governance/policy roles at BlackRock/Barclays; legal background as GC/Corporate Secretary .
- Not designated an “audit committee financial expert” (others are named); not an Audit Committee member .
- Governance capabilities reinforced by leadership in SIFMA/MFA and Federalist Society practice group .
Equity Ownership
| Item | Disclosure |
|---|---|
| Ownership guideline | Expected to invest at least one year of compensation in Nuveen funds in the Fund Complex (direct or deferred basis) |
| Beneficial ownership % | Each Board Member’s individual beneficial shareholding of each Fund: <1% as of June 20, 2025; group: <1% of each Fund |
| Deferred Compensation Plan | Available to Independent Board Members; deferrals notionally invested in eligible Nuveen funds; distributions in lump sum or 2–20 years |
| Pledging/Hedging | No pledging/hedging disclosures for Medero |
| Insider trades (Form 4) | No insider trades found for “Medero” at NVG between 2023-01-01 and 2025-11-20 (insider-trades skill query) |
Governance Assessment
- Independence and committee engagement: Strong independence posture; active on Nominating & Governance, Compliance, and Investment—areas critical to board composition, regulatory oversight, and performance monitoring. Not on Audit or Closed-End Committees, which concentrates her focus on governance, risk/compliance, and investment oversight .
- Attendance: Meets baseline attendance (≥75%)—adequate engagement signal; more granular meeting counts are in Appendix C (not provided here) .
- Pay structure signal: Shift from per-meeting fees (pre-2024) to higher fixed retainer and committee retainers (2024–2025) increases guaranteed compensation and reduces variability—neutral-to-slightly cautionary for pay-for-attendance incentives, but more aligned with complex-wide governance demands of unitary boards .
- Ownership alignment: Board guideline to invest one year of compensation in complex funds promotes alignment; individual and group beneficial ownership in each fund remains <1%, typical for diversified fund complexes and not necessarily misaligned given deferred comp mechanics .
- Conflicts/red flags: No disclosed related-party transactions or affiliate-controlled private company holdings for Medero (contrast with disclosure for another Board Member); no audit financial expert designation, but legal/regulatory expertise is pertinent to Compliance/Nominating work. No pledging/hedding, legal proceedings, or tax gross-ups disclosed .
- Tenure/stability: Joined in 2021; multiple committee roles suggest board confidence in regulatory/governance expertise .
Overall signal: Strong policy/regulatory governance background, active oversight in compliance and investment performance review, and independence under the 1940 Act support board effectiveness. Pay structure is standardized and transparent; absence of performance-linked director pay is typical for funds. No material conflicts or attendance/red flags disclosed .