Joanne Medero

About Joanne T. Medero

Joanne T. Medero (born 1954) is an Independent Board Member of Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX), serving as a Class III trustee with a term expiring at the 2027 annual meeting; she has served on the Nuveen fund complex boards since 2021 . She holds a B.A. from St. Lawrence University (1975) and a J.D. from George Washington University Law School (1978) . Her 30+ year background spans senior regulatory, legal, and public policy roles in asset management and government, including General Counsel of the CFTC and Managing Director roles at BlackRock, Barclays Global Investors, and Barclays Group .

Past Roles

External Roles

Board Governance

• Independence: All nominees and current trustees are “Independent Board Members” (not “interested persons”), with no employment history at TIAA/Nuveen or affiliates; Medero is independent .
• Committee assignments (QQQX and fund complex):
  • Compliance, Risk Management & Regulatory Oversight Committee (member)
  • Nominating & Governance Committee (member)
  • Investment Committee (member)
  • Not on Audit, Dividend, Executive, or Closed-End Fund Committees for QQQX
• Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year .
• Meeting cadence (QQQX — last fiscal year):
  • Regular Board: 5; Special Board: 9; Executive Committee: 5; Dividend Committee: 10; Compliance: 5; Audit: 14; Nominating & Governance: 5; Investment: 4; Closed-End Fund Committee: 4 .

Fixed Compensation

• Structure (effective Jan 1, 2024; increases effective Jan 1, 2025):
  • Annual retainer: $350,000; Board Chair/Co-Chair: $140,000 → $150,000 (2025)
  • Committee membership retainers: Audit $30,000 → $35,000 (2025); Compliance $30,000 → $35,000 (2025); Investment $20,000 → $30,000 (2025); Dividend/Nominating/Closed-End $20,000 → $25,000 (2025)
  • Committee chair retainers: Audit/Compliance $30,000 → $35,000; Investment $20,000 → $30,000; Dividend/Nominating/Closed-End $20,000 → $25,000 (2025)
  • Ad hoc Board/Committee meetings: $1,000 or $2,500 per meeting; special assignment committees: quarterly fees starting at $1,250 (chair/co-chair) and $5,000 (members)
• QQQX fund-paid amount (last fiscal year):
  • Aggregate compensation from QQQX to Medero: $3,467
• Complex-wide pay:
  • Total compensation from funds in the Nuveen Fund Complex to Medero: $461,987
• Deferred compensation plan: Directors may elect to defer fees; deferrals track NAV of selected Nuveen funds; distributions in lump sum or 2–20 years; no pension plans for directors .

Performance Compensation

• No performance-based metrics, stock awards, or options are disclosed for Independent Board Members; compensation is retainer and meeting-fee based . | Performance Metric | Disclosed? | Notes | |---|---|---| | Equity awards (RSUs/PSUs) | No | Not part of director pay for Nuveen closed-end funds | | Options | No | Not part of director pay | | Bonus/variable cash tied to targets | No | Director pay is fixed retainers + meeting fees | | Deferred compensation | Yes | Elective fee deferrals; QQQX deferral credited for Medero: $1,199 |

Other Directorships & Interlocks

Expertise & Qualifications

• Regulatory and policy depth: Former CFTC General Counsel; senior policy roles at BlackRock and Barclays; derivatives and market structure specialization .
• Legal and governance leadership: Former Global General Counsel and Corporate Secretary (BGI); committee leadership across SIFMA/MFA; extensive governance work .
• Education: B.A. (St. Lawrence University, 1975); J.D. (GW Law, 1978) .

Equity Ownership

Governance Assessment

• Strengths:
  • Independence affirmed; no employment ties to TIAA/Nuveen; strong regulatory pedigree enhances oversight of compliance, risk, and governance .
  • Active on core governance committees (Compliance; Nominating & Governance; Investment), aligning with her policy/legal expertise .
  • Attendance compliant; robust meeting cadence supports oversight across a large unitary board complex .
• Alignment and potential red flags:
  • $0 direct QQQX share ownership and 0 shares as of Dec 31, 2024, despite a board principle to invest at least one year’s compensation in Nuveen funds; compliance status by individual trustee is not disclosed, and Medero’s aggregate fund holdings are not listed in the “aggregate range” table, suggesting limited visibility into alignment at the individual level for QQQX specifically (signal to monitor) .
  • No performance-based pay elements; compensation is fixed retainer plus meeting fees—typical for fund boards but offers limited pay-for-performance alignment signals .
  • No related-party transactions or conflicts disclosed for Medero; Section 16 filings were timely for trustees last year (positive) .

Net: Medero brings substantial regulatory and governance experience with active committee engagement and independence, which should bolster investor confidence in compliance and risk oversight. Ownership alignment in QQQX is minimal based on disclosed holdings; investors focused on “skin in the game” may seek confirmation of her broader complex-level investment deferrals/holdings or incremental QQQX exposure .