Margaret L. Wolff

About Margaret L. Wolff

Independent Board Member of Nuveen Floating Rate Income Fund (ticker: JFR) and the Nuveen Funds complex since 2016; year of birth 1955; retired Skadden, Arps Mergers & Acquisitions attorney with 30+ years advising boards on governance, fiduciary and strategic matters; B.A. Mt. Holyoke College; J.D. Case Western Reserve University School of Law . She is deemed an Independent Board Member under the 1940 Act, with no employment history at TIAA/Nuveen or affiliates .

Past Roles

External Roles

Board Governance

• Independence: Independent Board Member; not an “interested person” of the Funds or adviser; never employed by TIAA/Nuveen or affiliates .
• Years of service: On the Nuveen Funds boards since 2016 .
• Committee assignments:
  • Chair: Compliance, Risk Management and Regulatory Oversight Committee .
  • Member: Audit Committee (Chair: John K. Nelson; Wolff not designated financial expert), Closed-End Fund Committee .
• Audit “financial expert”: Not designated; committee designees are Moschner, Nelson, Starr, Young .
• Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings during the last fiscal year .
• Meeting load (JFR—Floating Rate Income Fund; last fiscal year):

  Meeting Type	Count
  Regular Board	5
  Special Board	8
  Executive Committee	8
  Dividend Committee	8
  Compliance, Risk & Reg. Oversight	6
  Audit Committee	14
  Nominating & Governance	5
  Investment Committee	4
  Closed-End Fund Committee	4

Fixed Compensation

• Structure effective Jan 1, 2024 (with increases effective Jan 1, 2025):

  Component	2024 Amount	2025 Amount	Notes
  Annual retainer (Independent Board Member)	$350,000	$350,000	Base
  Audit Committee membership	$30,000	$35,000	Per member
  Compliance, Risk Mgmt & Regulatory Oversight membership	$30,000	$35,000	Per member
  Investment Committee membership	$20,000	$30,000	Per member
  Dividend, Nominating & Governance, Closed-End membership	$20,000	$25,000	Per member
  Board Chair	$140,000	$150,000	Additional to base
  Audit or Compliance Committee Chair	$30,000	$35,000	Additional to base
  Investment Committee Chair	$20,000	$30,000	Additional to base
  Dividend, Nominating, Closed-End Chair	$20,000	$25,000	Additional to base
  Ad hoc meeting fee	$1,000–$2,500 per meeting	$1,000–$2,500	Based on length/immediacy
  Special assignment committees	Chair: ≥$1,250/qtr; Members: ≥$5,000/qtr	Same	Starting amounts

• Historical (calendar 2023) structure (pre-2024): $210,000 annual retainer plus per-meeting fees (e.g., Audit/Closed-End/Investment $2,500; Compliance $5,000; Dividend $1,250; others $500) and Board Chair $140,000; committee chair retainers $20,000 .

• Actual compensation received (last fiscal year):

  Source	Amount
  From JFR (Nuveen Floating Rate Income Fund)	$7,023
  Total from funds in the Nuveen Fund Complex	$535,644
  Deferred fees balance attributable to JFR (Participating Funds plan)	$3,051

• Deferred Compensation Plan: Independent directors may defer compensation; balances notionally track selected Nuveen funds and are paid in lump sum or installments (2–20 years) .

Performance Compensation

• No performance-based compensation, stock awards, or options are disclosed for Independent Board Members; compensation consists of cash retainers/fees and optional fee deferral with no performance metrics .

Other Directorships & Interlocks

• Related-party exposures: The proxy lists board members with securities in companies advised by affiliates; Wolff is not listed among those with such holdings; no related-party transactions for Wolff disclosed .

Expertise & Qualifications

• M&A and corporate governance expert; extensive experience advising boards on fiduciary duties, shareholder issues, regulatory and strategic matters .
• Chair of the board’s Compliance, Risk Management and Regulatory Oversight Committee; active oversight of enterprise risk, leverage, derivatives, liquidity and CCO reporting .
• Audit Committee member (not designated as “audit committee financial expert”) .

Equity Ownership

• Ownership alignment principle: Each Board Member is expected to invest at least the equivalent of one year of compensation in Nuveen Funds in the Fund Complex (directly or via deferral); only dollar ranges are disclosed, not precise compliance status .

Governance Assessment

• Positives

  • Independent director with deep M&A/governance expertise; chairs the Compliance Committee overseeing risk, compliance, leverage and derivatives—central to a leveraged income CEF .
  • Active committee workload (Audit, Compliance Chair, Closed-End Fund Committee) and disclosed attendance at or above 75% threshold amid heavy meeting cadence (e.g., 14 Audit meetings for JFR last fiscal year) supports engagement .
  • No disclosed related-party transactions or affiliate-advised private holdings for Wolff; not listed in affiliate-ownership appendix .

• Watch items / RED FLAGS

  • No direct ownership in JFR as of 12/31/2024 (dollar range $0; shares 0), which may weaken fund-specific alignment, though she reports aggregate investments “Over $100,000” across the family of funds .
  • Aggregate director compensation from the Nuveen Fund Complex is material ($535,644), typical for complex-wide fund boards, but can heighten perceived reliance on board fees; monitor ongoing independence disclosures and workload balance .
  • Ad hoc/special assignment fees remain in structure and could, at the margin, incentivize additional meetings; the 2024 shift to annual retainers mitigates per-meeting incentives relative to 2023 .

• Independence & elections

  • All nominees/current board members, including Wolff, are Independent under the 1940 Act; Wolff is a current nominee in various funds’ Class I slates per the proxy .