Margaret L. Wolff

About Margaret L. Wolff

Independent trustee of Nuveen S&P 500 Buy‑Write Income Fund (BXMX) since 2016; year of birth 1955. Former Skadden, Arps M&A lawyer who advised boards and senior management on corporate, securities, fiduciary and governance matters; BA Mt. Holyoke College; JD Case Western Reserve University School of Law. Currently a trustee of New York‑Presbyterian Hospital (since 2005) and The John A. Hartford Foundation (trustee since 2004; Chair 2015‑2022). Nominee for BXMX Class I trustee at the April 17, 2025 annual meeting, with a term expiring at the 2028 annual meeting if elected (BXMX has no preferred shares).

Past Roles

External Roles

Board Governance

• Independence: All Nuveen fund trustees, including Wolff, are “Independent Board Members”; none have been employees/directors of TIAA or Nuveen or affiliates.
• BXMX committee assignments and chair roles:
  • Compliance, Risk Management and Regulatory Oversight Committee: Chair (key risk/compliance oversight).
  • Audit Committee: Member (financial reporting, valuation oversight).
  • Nominating & Governance Committee: Member (board refreshment/governance).
  • Investment Committee: Member (performance and investment risk oversight).
  • Closed‑End Fund Committee: Member (discount/premium, leverage, distributions).
  • Not listed on Executive or Dividend Committees.
• Attendance: Each trustee, including Wolff, attended at least 75% of board and applicable committee meetings in the last fiscal year.
• BXMX 2024 meeting cadence (last fiscal year for BXMX ended Dec 31, 2024):
  • Regular Board: 5; Special Board: 9; Executive: 5; Dividend: 10; Compliance: 5; Audit: 14; Nominating: 5; Investment: 4; Closed‑End: 4.
• 2025 election status: BXMX is electing four Class I trustees; Wolff is a Class I nominee for a term expiring at the 2028 annual meeting.

Fixed Compensation

• Compensation structure (effective January 1, 2024; increases effective January 1, 2025):
  • Annual trustee retainer: $350,000.
  • Committee membership retainers:
    • Audit; Compliance: $30,000, increased to $35,000 (2025).
    • Investment: $20,000, increased to $30,000 (2025).
    • Dividend; Nominating & Governance; Closed‑End: $20,000, increased to $25,000 (2025).
  • Chair retainers:
    • Board Chair/Co‑Chair: $140,000, increased to $150,000 (2025).
    • Audit/Compliance Chair: $30,000, increased to $35,000 (2025).
    • Investment Chair: $20,000, increased to $30,000 (2025).
    • Dividend/Nominating/Closed‑End Chair: $20,000, increased to $25,000 (2025).
  • Ad hoc meetings: $1,000 or $2,500 depending on length/immediacy; special assignment committees carry quarterly fees (chair/co‑chair starting $1,250; members starting $5,000).
  • Funds do not have retirement/pension plans; trustees may elect deferred compensation invested notionally in Nuveen funds.

Prior to 2024, meeting‑based fees applied; structure was simplified to retainers in 2024 with further increases effective 2025.

Performance Compensation

Other Directorships & Interlocks

• Independence and related‑party exposure: Trustees are independent of Nuveen/TIAA; no Section 16(a) delinquencies; no Wolff holdings disclosed in companies advised by Nuveen‑controlled entities (table shows certain other trustees; Wolff not listed).

Expertise & Qualifications

• 30+ years of legal practice focused on M&A, governance, fiduciary and regulatory issues; deep board advisory experience from Skadden tenure.
• Leadership experience as Chair of John A. Hartford Foundation and trustee roles at major institutions; governance fluency suited to compliance oversight.
• Committee chair experience (Compliance Committee) and membership on Audit, Nominating & Governance, Investment, Closed‑End committees, indicating broad oversight across risk, valuation, performance and governance.

Equity Ownership

• Board guideline: Trustees are expected to invest at least the equivalent of one year of compensation in funds within the complex (directly or deferred); actual compliance is not explicitly certified per trustee.

Governance Assessment

• Strengths
  • Independent status with no Nuveen/TIAA employment; extensive governance/legal background enhances board effectiveness.
  • Chair of Compliance Committee and member of Audit/Nominating/Investment/Closed‑End committees; BXMX had robust committee meeting cadence (Audit 14; Compliance 5; Closed‑End 4), indicating active oversight.
  • Attendance threshold met (≥75%); clear roles/responsibilities and formal charters across committees.
• Alignment considerations
  • BXMX‑specific ownership is $0; while Wolff reports aggregate holdings “Over $100,000” across the family, the board’s guideline expects investment equivalent to one year’s compensation, and the proxy does not disclose individual compliance status by trustee—potential optics gap for BXMX alignment.
  • Compensation moved to larger fixed retainers in 2024 with increases in 2025, reflecting higher board workload; absence of performance‑linked pay is standard for fund trustees.
• Conflicts and red flags
  • No related‑party transactions or Nuveen/TIAA affiliations; no Section 16(a) filing issues; no disclosed holdings in adviser‑affiliated private vehicles for Wolff (table lists others only).
  • BXMX has significant outside holders (e.g., Morgan Stanley 10.9% of common as of 2/18/2025), relevant for governance but not a director conflict.

BXMX Board and Committee Meeting Counts (FY 2024)

BXMX common shares outstanding as of Feb 18, 2025: 104,165,285.

Fixed Compensation Detail (Structure)

Funds do not have retirement/pension plans; trustees may defer compensation via the Deferred Compensation Plan with distributions in lump sum or 2–20 years.

Notes on Independence, Elections, and Controls

• Wolff is a Class I nominee for BXMX at the April 17, 2025 meeting.
• BXMX auditor for current fiscal year: PwC (representative to attend annual meeting).
• The funds eliminated “control share” by‑law provisions on Feb 28, 2024 (suspended since Feb 24, 2022).