Joanne T. Medero
About Joanne T. Medero
Independent Board Member across the Nuveen closed-end fund complex; born 1954, joined the Board in 2021, and serves as a Class III Board Member with a term expiring at the 2027 annual shareholder meeting for funds including S&P 500 Dynamic Overwrite (SPXX) . She has over 30 years in financial services, including senior policy and governance roles at BlackRock and Barclays Global Investors, prior government service as General Counsel of the CFTC, and a J.D. from George Washington University Law School and B.A. from St. Lawrence University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director, Government Relations & Public Policy; Senior Advisor to Vice Chairman | MD 2009–2020; Senior Advisor 2018–2020 | Focused on public policy and corporate governance issues |
| Barclays Global Investors (BGI) | Managing Director; Global General Counsel & Corporate Secretary | 1996–2006 | Led legal and governance functions prior to BGI’s 2009 merger with BlackRock |
| Barclays Group (IBIM) | Managing Director; Global Head of Government Relations & Public Policy | 2006–2009 | Directed legislative and regulatory advocacy across IB, IM, and WM businesses |
| Commodity Futures Trading Commission | General Counsel | 1989–1993 | Senior legal leadership at U.S. derivatives markets regulator |
| The White House, Office of Presidential Personnel | Deputy Associate Director/Associate Director for Legal & Financial Affairs | 1986–1989 | Federal legal/financial staffing oversight |
| Orrick, Herrington & Sutcliffe LLP | Partner (Derivatives & Financial Markets Regulation) | 1993–1995 | Specialized legal expertise in financial markets |
| CFTC Global Markets Advisory Committee | Member | 2006–2010 | Industry/regulatory advisory participation |
| SIFMA Asset Management Group | Chair, Steering Committee | 2016–2018 | Industry governance and policy leadership |
| Managed Funds Association | Chair, CTA/CPO & Futures Committee | 2010–2012 | Derivatives industry policy leadership |
| Federalist Society | Chair, Corporations/Antitrust/Securities Practice Group | 2010–2022 and 2000–2002 | Legal policy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltic-American Freedom Foundation | Director | Since 2019 | Non-profit focused on Baltic education/professional exchanges |
Board Governance
- Independence: Medero and all nominees are not “interested persons” under the Investment Company Act of 1940 and have never been employees/directors of TIAA or Nuveen; they are deemed Independent Board Members .
- Committee memberships: Nominating & Governance Committee (member); Investment Committee (member); Compliance, Risk Management & Regulatory Oversight Committee (member). No chair roles disclosed for Medero .
- Attendance: Each Board Member attended 75% or more of Board and relevant committee meetings during the last fiscal year .
- Elections/tenure: For funds without preferred shares (including SPXX), Class III Board Members (Medero, Starr, Thornton) were last elected April 12, 2024; Medero’s Class III term runs to the 2027 annual meeting .
Fixed Compensation
| Fee Component | 2024 Amount | 2025 Amount |
|---|---|---|
| Base annual retainer (Independent Board Members) | $350,000 | $350,000 |
| Audit Committee membership retainer | $30,000 | $35,000 |
| Compliance, Risk Management & Regulatory Oversight 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 |
| Ad hoc meeting fee | $1,000 or $2,500 depending on length/immediacy | $1,000 or $2,500 |
| Special assignment committee member fee (quarterly) | Starting at $5,000 | Starting at $5,000 |
| Special assignment committee chair fee (quarterly) | Starting at $1,250 | Starting at $1,250 |
| Fund-Specific Compensation | Last Fiscal Year |
|---|---|
| Aggregate compensation paid by SPXX (S&P 500 Dynamic Overwrite) to Medero | $830 |
| Total compensation from funds in the Nuveen fund complex paid to Medero | $461,987 |
Notes:
- Funds do not have retirement or pension plans; Independent Board Members may elect to defer fees under a Deferred Compensation Plan tracking the value of selected Nuveen funds .
Performance Compensation
- Structure: No performance-based bonuses, stock awards, or option grants are disclosed for Independent Board Members; compensation is retainer- and fee-based with an optional deferred compensation plan that notionally tracks Nuveen fund returns .
| Deferred Compensation Plan – Selected Balances | Amount (including assumed investment returns) |
|---|---|
| S&P 500 Dynamic Overwrite (SPXX) – Medero | $288 |
Other Directorships & Interlocks
| Category | Entity | Role | Tenure |
|---|---|---|---|
| Public company boards | None disclosed | — | — |
| Non-profit | Baltic-American Freedom Foundation | Director | Since 2019 |
| Industry associations | SIFMA AMG (Steering Committee) | Chair | 2016–2018 |
| Industry associations | Managed Funds Association (CTA/CPO & Futures Committee) | Chair | 2010–2012 |
| Legal policy | Federalist Society (Practice Group) | Chair | 2010–2022; 2000–2002 |
- Related-party exposure: Proxy appendix lists board members holding securities in companies advised by affiliates of the adviser; Medero has no such holdings disclosed (examples shown for another trustee, not Medero) .
Expertise & Qualifications
- Financial regulation and derivatives expertise (CFTC General Counsel; Orrick derivatives practice) .
- Corporate governance and public policy leadership (BlackRock Government Relations; Senior Advisor to Vice Chairman) .
- Senior legal/governance credentials (BGI Global General Counsel & Corporate Secretary) .
- Education: B.A., St. Lawrence University (1975); J.D., George Washington University Law School (1978) .
Equity Ownership
| Measure | SPXX Value |
|---|---|
| Dollar range of equity securities in SPXX | $0 |
| Beneficially owned SPXX shares | 0 |
- Aggregate range of equity securities in all registered investment companies overseen: Not specifically attributed to Medero in the provided excerpt; directors with CREF/VA-1 ties show “Over $100,000” in family of investment companies, but Medero’s SPXX-specific holding is $0 and 0 shares .
Governance Assessment
- Independence and committee coverage: Medero is an Independent Board Member and serves on key committees (Nominating & Governance, Investment, Compliance/Risk), supporting oversight of portfolio performance, risk management, and governance processes .
- Attendance and engagement: She met the 75% attendance threshold across Board and relevant committee meetings during the last fiscal year, indicating baseline engagement .
- Alignment: Medero holds no SPXX shares and discloses a $0 dollar range of SPXX equity; while the Deferred Compensation Plan can align pay with Nuveen fund performance, the lack of direct SPXX ownership may be viewed as weaker “skin-in-the-game” alignment for SPXX specifically .
- Compensation signals: The 2025 increases to committee membership and chair retainers suggest rising governance workload across committees; her compensation is entirely fee-based without equity or performance-linked awards, limiting pay-for-performance linkage .
- Conflicts/related party: No related-party transactions or affiliate-advised holdings are disclosed for Medero; independence is reinforced by explicit 1940 Act “not interested person” status and no employment history with TIAA/Nuveen .
- Tenure/elections: Last elected for Class III on April 12, 2024 (for funds without preferred shares), with term through 2027, providing continuity on the Board .