Margaret Wolff
About Margaret L. Wolff
Margaret L. Wolff (born 1955) is an Independent Board Member of Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX), serving across the Nuveen fund complex since 2016. She is a former Skadden M&A attorney with >30 years advising boards on governance, fiduciary and strategic matters; she holds a B.A. from Mt. Holyoke College and a J.D. from Case Western Reserve University School of Law . For DIAX, she is nominated as a Class I trustee with a term expected to run to the 2028 annual meeting if elected, and oversees 218 portfolios across the complex . All Nuveen fund trustees, including Wolff, are “Independent Board Members” (not interested persons of the Funds, TIAA or Nuveen) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Of Counsel, Mergers & Acquisitions Group | 2005–2014 | Advised boards/senior management on corporate, securities, governance and fiduciary matters |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Subsidiaries of The Travelers Companies; no current role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York–Presbyterian Hospital | Trustee | Since 2005 | Board governance in healthcare |
| The John A. Hartford Foundation | Trustee; Chair (former) | Since 2004; Chair 2015–2022 | Philanthropy focused on elder care; chaired board |
| Mt. Holyoke College | Trustee; Vice Chair (former) | 2005–2015; Vice Chair 2011–2015 | Higher education governance |
Board Governance
- Independence: Wolff and all nominees are independent under the 1940 Act; no employment/directorship ties to TIAA/Nuveen or affiliates .
- Committee assignments at DIAX:
- Compliance, Risk Management & Regulatory Oversight Committee: Chair
- Audit Committee: Member
- Nominating & Governance Committee: Member
- Investment Committee: Member
- Closed-End Fund Committee: Member
- Attendance: Each trustee attended ≥75% of Board and committee meetings in the last fiscal year .
- Board/Committee activity (DIAX last fiscal year):
- Regular Board: 5; Special Board: 9; Executive: 5; Dividend: 10; Compliance: 5; Audit: 14; Nominating & Governance: 5; Investment: 4; Closed-End Fund: 4 .
- Leadership: Independent Chair of the Board is Robert L. Young; the Board uses a unitary structure across funds to enhance governance efficiency .
Fixed Compensation
| Component | 2024 Level | 2025 Level (effective Jan 1, 2025) | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | $350,000 | Paid by funds pro rata; no retirement/pension plan |
| Committee membership – Audit | $30,000 | $35,000 | Annual retainer for membership |
| Committee membership – Compliance (CRMR Oversight) | $30,000 | $35,000 | Annual retainer for membership |
| Committee membership – Investment | $20,000 | $30,000 | Annual retainer for membership |
| Committee membership – Dividend; Nominating & Governance; Closed-End | $20,000 | $25,000 | Annual retainer for membership |
| Board Chair | $140,000 | $150,000 | Additional annual retainer |
| Committee Chair – Audit; Compliance | $30,000 | $35,000 | Additional annual retainer |
| Committee Chair – Investment | $20,000 | $30,000 | Additional annual retainer |
| Committee Chair – Dividend; Nominating & Governance; Closed-End | $20,000 | $25,000 | Additional annual retainer |
| Ad hoc meetings | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting | Based on length/immediacy |
| Special assignment committees | Chair/co-chair quarterly fee from $1,250; Members quarterly from $5,000 | Same | As established |
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Deferred Compensation Plan: Independent trustees may defer fees; values track investments in eligible Nuveen funds, distributed lump sum or over 2–20 years .
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Person-specific: Aggregate compensation paid to Wolff by DIAX was $1,849 for the last fiscal year; total compensation across the fund complex was $535,644 .
Performance Compensation
| Metric Category | DIAX Director Plan | Detail |
|---|---|---|
| TSR percentiles | Not applicable | Independent trustee compensation is cash retainers/fees; no TSR-linked awards disclosed |
| Revenue/EBITDA targets | Not applicable | No operating metrics tied to director pay disclosed |
| ESG goals | Not applicable | No ESG-linked director compensation disclosed |
| Options/PSUs/RSUs | Not applicable | No equity award programs for trustees; only fee deferral into fund shares |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| New York–Presbyterian Hospital | Non-profit | Trustee | None indicated with DIAX |
| The John A. Hartford Foundation | Non-profit | Trustee; former Chair | None indicated with DIAX |
| Mt. Holyoke College | Academic | Former Trustee/Vice Chair | None indicated with DIAX |
| Travelers Canada subsidiaries | Public company subsidiaries | Former Director (ended 2017) | Past role; no current interlock with DIAX disclosed |
No related-party holdings or transactions are disclosed for Wolff in Appendix A’s table of board member holdings in companies advised by affiliates; the table lists holdings for Thomas J. Kenny, not Wolff .
Expertise & Qualifications
- Governance/M&A expertise from Skadden tenure; board advisory experience on corporate, securities, fiduciary and strategic matters .
- Broad oversight across 218 portfolios in complex; long-serving independent trustee since 2016 .
- Non-profit board leadership (Chair role at John A. Hartford Foundation) and major healthcare board trustee role .
- Legal education and training: J.D. Case Western Reserve; B.A. Mt. Holyoke .
Equity Ownership
| Measure | DIAX (Dow Dynamic Overwrite) | Fund Complex Aggregate | Notes |
|---|---|---|---|
| Dollar range owned (as of Dec 31, 2024) | $0 | Over $100,000 | Dollar range table shows $0 for DIAX; aggregate “Over $100,000” across registered investment companies overseen |
| Shares owned (as of Dec 31, 2024) | 0 | N/A | Share table shows 0 shares of DIAX owned by Wolff |
| Ownership % of DIAX | <1% | N/A | Each trustee’s holdings <1% of any fund; group <1% |
| Deferred comp into DIAX (assumed investment) | $657 | N/A | Deferred fees credited as if invested; DIAX line for Wolff |
| Ownership guidelines | Expected to invest ≥1 year of compensation in Nuveen funds | Governance principle adopted by boards |
Section 16(a) compliance: The funds report that trustees/officers complied with all applicable ownership-reporting requirements during the last fiscal year .
Governance Assessment
- Strengths: Independent status; chair of a critical risk/compliance committee; broad committee participation (Audit, Nominating & Governance, Investment, Closed-End); acceptable attendance; legal/governance depth supports board effectiveness .
- Alignment: While aggregate complex exposure is “Over $100,000,” DIAX-specific ownership is $0; fee deferrals include DIAX credits ($657), partially addressing alignment via the deferred plan . The complex’s governance principle expects ≥1 year compensation invested in Nuveen funds, supporting long-term identity of interests at the complex level .
- Compensation structure: All-cash retainers and committee chair fees; no performance equity, options, or guaranteed bonuses; increases in 2025 committee/ chair retainers may signal workload complexity but are standard for fund boards .
- Conflicts/related party: No ties to TIAA/Nuveen; no related-party holdings disclosed for Wolff in affiliate-advised companies; past Travelers Canada directorship ended 2017 .
- RED FLAGS:
- Fund-specific “skin-in-the-game”: $0 direct DIAX ownership could be perceived as weaker alignment with DIAX shareholders despite complex-wide holdings; monitor adherence to the boards’ identity-of-interests principle at the fund level .
- Elevated meeting load (e.g., 14 Audit Committee meetings) underscores significant oversight demands; continued chairing of Compliance will be critical in managing leverage/derivatives/liquidity and enterprise risks .