Margaret Wolff
About Margaret L. Wolff
Margaret L. Wolff (born 1955) is an Independent Board Member of Nuveen Mortgage & Income Fund (ticker: JLS) and the Nuveen fund complex, serving since 2016. A former Skadden, Arps Mergers & Acquisitions lawyer, she brings deep governance, fiduciary, and transactional expertise; she currently chairs the Compliance, Risk Management & Regulatory Oversight Committee and serves on multiple other oversight committees. She oversees 218 portfolios across the Nuveen fund complex and is nominated as a Class I trustee for JLS with a term expected to run to the 2028 annual meeting if elected. She is deemed independent under the 1940 Act and exchange standards.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP (M&A Group) | Of Counsel | 2005–2014 | Advised boards/senior management on corporate, securities, regulatory, governance, shareholder, fiduciary, operational and strategic matters |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Board service at Travelers’ Canadian operations (The Travelers Companies, Inc.) |
| Mount Holyoke College | Trustee; Vice Chair of the Board | 2005–2015; Vice Chair 2011–2015 | Board leadership responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Non-profit healthcare governance |
| The John A. Hartford Foundation | Trustee; former Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on improving care for older adults |
Board Governance
-
Independence and status
- Independent Board Member (not an “interested person” of the Funds or adviser/affiliates)
- JLS election class: Class I nominee for term expiring at the 2028 annual meeting if elected
-
Committee assignments and chair roles (Nuveen fund complex, including JLS)
- Compliance, Risk Management & Regulatory Oversight Committee — Chair
- Audit Committee — Member (committee is fully independent under NYSE/NASDAQ standards)
- Nominating & Governance Committee — Member
- Investment Committee — Member
- Closed-End Fund Committee — Member
- Not listed on Executive or Dividend Committees (Executive members: Young, Kenny, Nelson, Toth; Dividend members: Thornton (Chair), Lancellotta, Kenny, Nelson, Starr)
-
Attendance and meeting cadence (JLS)
- Each Board Member attended ≥75% of Board and committee meetings during the last fiscal year
- JLS meetings held in last fiscal year: Regular Board 5; Special Board 9; Executive 5; Dividend 10; Compliance 5; Audit 14; Nominating & Governance 5; Investment 4; Closed-End 4
-
Board leadership
- Independent Chair of the Board: Robert L. Young
Fixed Compensation
Compensation structure (effective January 1, 2024; with 2025 increases noted):
| Component | Amount | Effective Date |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | 1/1/2024 |
| Audit Committee membership retainer | $30,000 (rises to $35,000 on 1/1/2025) | 2024→2025 |
| Compliance, Risk Management & Regulatory Oversight Committee membership retainer | $30,000 (rises to $35,000 on 1/1/2025) | 2024→2025 |
| Investment Committee membership retainer | $20,000 (rises to $30,000 on 1/1/2025) | 2024→2025 |
| Dividend, Nominating & Governance, Closed-End Committees membership retainer | $20,000 each (rises to $25,000 on 1/1/2025) | 2024→2025 |
| Chair/Co-Chair of the Board additional retainer (not Wolff) | $140,000 (rises to $150,000 on 1/1/2025) | 2024→2025 |
| Chair of Audit or Compliance Committee (Wolff chairs Compliance) | $30,000 (rises to $35,000 on 1/1/2025) | 2024→2025 |
| Chair of Investment Committee (not Wolff) | $20,000 (rises to $30,000 on 1/1/2025) | 2024→2025 |
| Chair of Dividend, N&G, Closed-End Committees (not Wolff) | $20,000 (rises to $25,000 on 1/1/2025) | 2024→2025 |
| Ad hoc Board/Committee meetings | $1,000 or $2,500 per meeting depending on length/immediacy | 1/1/2024 |
| Special assignment committee fees | Chair/co-chair quarterly fee starting at $1,250; members starting at $5,000 | 1/1/2024 |
Actual compensation paid (last fiscal year):
| Payee | JLS Aggregate Compensation ($) | Total from Fund Complex ($) |
|---|---|---|
| Margaret L. Wolff | 443 | 535,644 |
Notes:
- Fees may be deferred under the Deferred Compensation Plan; deferred amounts track the returns of selected Nuveen funds, and totals include deferred fees. The Board has no retirement or pension plan.
Performance Compensation
| Element | Status |
|---|---|
| Annual/long-term bonus tied to performance metrics | Not disclosed for directors; structure is retainers/committee fees |
| Stock/option awards (RSUs/PSUs/options) | Not disclosed; directors compensated in cash retainers/fees; optional fee deferral into fund-tracking accounts |
| Performance metrics (revenue, EBITDA, TSR, ESG) | None disclosed for directors |
Other Directorships & Interlocks
| Company/Organization | Role | Timeframe | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Current role |
| The John A. Hartford Foundation | Trustee; former Chair | Trustee since 2004; Chair 2015–2022 | Current trustee; prior chair role |
| Travelers Insurance Co. of Canada; The Dominion of Canada General Insurance Co. | Director | 2013–2017 | Former roles within Travelers’ Canadian operations |
- No holdings or related-party exposures are disclosed for Ms. Wolff in the table of Board Members who own securities in companies advised by entities under common control with the Adviser (only Mr. Kenny is listed in that table).
Expertise & Qualifications
- 30+ years advising boards and senior management on U.S./international corporate, securities, and governance matters from Skadden’s M&A practice; BA (Mt. Holyoke) and JD (Case Western Reserve).
- Chairs the Compliance, Risk Management & Regulatory Oversight Committee, indicating risk, regulatory, and compliance oversight depth.
- Serves on Audit, Nominating & Governance, Investment, and Closed-End Fund Committees. Not designated an “audit committee financial expert” (experts designated: Moschner, Nelson, Starr, Young).
- Oversees 218 portfolios across the Nuveen fund complex.
Equity Ownership
| Measure | JLS (Mortgage & Income) | Fund Complex |
|---|---|---|
| Beneficially owned shares (12/31/2024) | 0 | N/A |
| Ownership as % of outstanding | <1% for each Fund for each Board Member (as of 2/18/2025) | <1% (group) |
| Dollar range of securities | $0 in JLS | Aggregate across all registered investment companies: Over $100,000 for Ms. Wolff |
| Fee deferrals (illustrative) | Deferred fees recorded at JLS: $158 (Participating Funds table) | Deferred fees recorded across multiple funds; balances track selected fund returns |
| Ownership guideline | Board Members are expected to invest, directly or on a deferred basis, at least one year of Board compensation in the fund complex |
Notes:
- The Deferred Compensation Plan allows fee deferral into accounts that track Nuveen fund performance; amounts are reported by fund and can be paid in lump sum or over 2–20 years.
- No pledging/hedging disclosures specific to Ms. Wolff were found.
Governance Assessment
Strengths and positive signals:
- Independent status; extensive governance and M&A counsel background; chairs Compliance Committee and serves on multiple key oversight committees, supporting robust risk and regulatory oversight.
- Attendance at or above the 75% threshold; JLS had a full cadence of Board and committee meetings, indicating active governance.
- Transparent and structured director compensation framework with clear committee chair/member retainers; fee deferral aligns part of compensation to Nuveen fund performance.
Watch-fors / potential alignment questions:
- Zero direct share ownership reported in JLS; while the Board expects one year of compensation invested across the fund complex (direct or deferred), the proxy shows $0 holdings in JLS specifically (offset by an “Over $100,000” aggregate across the complex and evidence of fee deferrals). Investors may prefer greater JLS-specific ownership to enhance fund-level alignment.
- Director compensation increased beginning 2024 with further step-ups in 2025 (e.g., higher membership and chair retainers); while likely reflective of workload, some shareholders may scrutinize total compensation growth against fund outcomes/discount management.
- No related-party transactions or Section 16(a) filing delinquencies disclosed for Ms. Wolff; the absence is a positive governance indicator.