Joanne T. Medero
About Joanne T. Medero
Independent Board Member (Class III) of Nuveen Municipal Credit Income Fund (NZF) since 2021, born 1954, with 30+ years in financial services, including senior policy, legal, and governance roles at BlackRock, Barclays Global Investors, the CFTC, and the White House Office of Presidential Personnel. Term currently runs to the 2027 annual meeting for NZF; she is deemed “Independent” under the 1940 Act and not an “interested person.” Education: B.A., St. Lawrence University (1975); J.D., George Washington University Law School (1978).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | MD: 2009–2020; Sr. Advisor: 2018–2020 | Led global public policy and corporate governance initiatives |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Oversight of global legal, governance, and regulatory matters |
| Barclays Group (IBIM) | Managing Director; Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative and regulatory advocacy across investment banking/management |
| Commodity Futures Trading Commission (CFTC) | General Counsel | 1989–1993 | Principal legal officer; derivatives and markets regulation |
| Orrick, Herrington & Sutcliffe LLP | Partner (Derivatives/Financial Markets Regulation) | 1993–1995 | Specialized in derivatives and market regulation |
| The White House, Office of Presidential Personnel | Deputy Associate Director/Associate Director (Legal & Financial Affairs) | 1986–1989 | Senior policy staffing responsibilities |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Baltic-American Freedom Foundation | Director | Since 2019 |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 |
| Federalist Society (Corporations, Antitrust & Securities PG) | Chair | 2010–2022; 2000–2002 |
Board Governance
- Independence: All current NZF Board Members/nominees, including Medero, are not “interested persons” of the Funds/Adviser and are deemed Independent Board Members.
- Committee assignments (NZF board complex): Member of the Compliance, Risk Management and Regulatory Oversight Committee; the Nominating & Governance Committee; and the Investment Committee. Not a member of the Audit, Dividend, Executive, or Closed-End Fund Committees. No chair roles disclosed.
- Attendance: Each Board Member attended at least 75% of board and applicable committee meetings in the last fiscal year. NZF-related boards held 4 regular, 8 special, and extensive committee meetings (see Appendix C).
- Tenure and classification: Board Member since 2021; for NZF (a fund with preferred shares) she is a Class III director with term expiring at the 2027 annual meeting.
Fixed Compensation
- Structure shift (Board-wide for Independent Directors):
- 2023 and prior: $210,000 base + per-meeting fees and chair retainers (legacy structure).
- 2024 (through 12/31/2024): $350,000 base + annual committee membership retainers (Audit/Compliance $30k; Investment $20k; Dividend/Nominating/Closed-End $20k); Board Chair +$140k; committee chairs up to +$30k.
- Effective 1/1/2025: $350,000 base still, but higher committee membership retainers (Audit/Compliance $35k; Investment $30k; Dividend/Nominating/Closed-End $25k); Board Chair +$150k; committee chairs up to +$35k. Ad hoc meeting fees apply.
| Component | 2023 Structure | 2024 Structure (pre-2025) | 2025 Structure (Effective Jan 1, 2025) |
|---|---|---|---|
| Annual base retainer | $210,000 | $350,000 | $350,000 |
| Audit Committee membership | $2,500/mtg (legacy) | $30,000 | $35,000 |
| Compliance Committee membership | $5,000/mtg (legacy) | $30,000 | $35,000 |
| Investment Committee membership | $2,500/mtg (legacy) | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End membership | $1,250–$5,000/mtg (legacy) | $20,000 | $25,000 |
| Board Chair retainer | $140,000 | $140,000 | $150,000 |
| Relevant chair retainers (Audit/Compliance/Investment/etc.) | Up to $30,000 | Up to $30,000 | Up to $35,000 (Audit/Compliance), $30,000 (Investment), $25,000 (Dividend/Nom/Closed-End) |
- Director-specific amounts (latest available):
- NZF (Credit Income) aggregate compensation paid to Medero (FY ended Oct 31, 2024): $10,857. Deferred fees credited for NZF: $3,901. Total compensation across Nuveen Funds (complex): $461,987.
| Fund | Period | Aggregate Compensation Paid to J.T. Medero | Deferred Fees Credited |
|---|---|---|---|
| Nuveen Municipal Credit Income Fund (NZF; “Credit Income”) | FY ended Oct 31, 2024 | $10,857 | $3,901 |
| All funds in Nuveen complex (total) | Latest disclosed | $461,987 | See fund-level detail table |
- Deferred Compensation Plan: Independent directors may defer fees into notional accounts tracking Nuveen funds; distributions in lump sum or over 2–20 years. No pensions/retirement plans.
Performance Compensation
| Component | Performance Metrics | Disclosure |
|---|---|---|
| None disclosed for Independent Board Members | N/A | Proxy describes fixed retainers/committee fees and ad hoc/special assignment fees; no equity, options, or performance-based bonus metrics disclosed for independent directors. |
Other Directorships & Interlocks
| Category | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company boards (current) | None disclosed | — | No public company directorships listed for past five years. |
| Non-profit/academic | Baltic-American Freedom Foundation | Director | Since 2019. |
| Industry bodies | SIFMA AMG; MFA | Former committee chair roles | Policy and derivatives governance focus. |
- Interlocks/related-party exposure: No related-party transactions for Medero are disclosed; the table of holdings in Adviser-affiliated private vehicles only references another director (Mr. Kenny).
Expertise & Qualifications
- Policy, regulatory, and governance expertise from roles as CFTC General Counsel, Senior Advisor on corporate governance at BlackRock, and global policy leadership at Barclays. Suited to Compliance and Nominating/Governance oversight.
- Deep legal background (former Global General Counsel & Corporate Secretary at BGI; former partner at Orrick), supporting risk, compliance, and oversight functions.
Equity Ownership
| Item | NZF (Credit Income) | Fund Complex (All Nuveen Funds Overseen) |
|---|---|---|
| Dollar range owned (as of May 31, 2025) | $0 | Over $100,000 |
| Shares beneficially owned (NZF) | 0 | — |
| Ownership as % of outstanding (each fund) | <1% for each Board Member individually (general statement) | — |
| Shares pledged | Not disclosed | — |
| Ownership guideline | Board expects each member to invest ≥ one year of compensation in funds within the complex (not necessarily in each fund) | — |
| Compliance with guideline | Not determinable from disclosed dollar-range bands (“Over $100,000”) vs. ~ $462k total compensation; insufficient granularity to confirm. |
Governance Assessment
-
Positives:
- Independent director with strong regulatory/governance credentials; serves on Compliance and Nominating & Governance—committees aligned with her expertise.
- Attendance at or above threshold; robust committee calendar indicates active board engagement.
- No disclosed related-party transactions or Section 16(a) delinquencies for directors/officers; audit independence maintained with change to PwC in current year.
-
Watch items / potential investor confidence signals:
- Zero direct ownership in NZF may be viewed as weaker fund-specific alignment, despite aggregate investments across the complex.
- Ownership guideline references “≥1x annual compensation” invested in the complex; disclosure band “Over $100,000” lacks precision to confirm compliance relative to ~$462k total complex compensation.
-
RED FLAGS
No explicit red flags disclosed (e.g., related-party transactions, option repricings, tax gross-ups, hedging/pledging). The absence of NZF-specific ownership is a soft alignment concern rather than a formal red flag.
Notes on Committees (for context)
- Compliance, Risk Management & Regulatory Oversight Committee member (Chair: Wolff). Oversight of compliance, liquidity, derivatives usage, product structure risks (incl. leverage).
- Nominating & Governance Committee member (Chair: Young). Oversees board composition, performance, education, and compensation recommendations.
- Investment Committee member (Co-Chairs: Boateng & Lancellotta). Reviews performance, investment risks, leverage/hedging usage across funds.
Insider Trading and Section 16(a)
- The Funds report that directors, officers, and affiliated persons complied with Section 16(a) filing requirements in the last fiscal year and the prior year; no delinquencies noted.