Margaret Wolff
About Margaret L. Wolff
Independent Board Member of Nuveen Multi‑Market Income Fund (ticker: JMM) since 2016; born 1955; career M&A attorney who retired from Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after 30+ years, advising boards and senior management on U.S. and international corporate, securities, regulatory, and governance matters; B.A. from Mount Holyoke College and J.D. from Case Western Reserve University School of Law . She currently chairs the Compliance, Risk Management & Regulatory Oversight Committee and serves on the Audit, Investment, Nominating & Governance, and Closed‑End Fund Committees; she is deemed an Independent Board Member (not an “interested person” and never an employee of TIAA/Nuveen or affiliates) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP (M&A Group) | Of Counsel | 2005–2014 | Advised boards and senior management on corporate, securities, governance, fiduciary, and strategic matters . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NewYork‑Presbyterian Hospital | Trustee | Since 2005 | Non‑profit healthcare system board service . |
| The John A. Hartford Foundation | Trustee; former Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on improving care for older adults . |
| Mount Holyoke College | Trustee; former Vice Chair | Trustee 2005–2015; Vice Chair 2011–2015 | Board governance and leadership of higher‑ed institution . |
| Travelers Insurance Co. of Canada; The Dominion of Canada General Insurance Co. (Travelers Canada) | Director (former) | 2013–2017 | Subsidiaries of The Travelers Companies, Inc. (prior public‑company affiliate board service) . |
Board Governance
| Committee | Role | Independence | Source |
|---|---|---|---|
| Compliance, Risk Management & Regulatory Oversight | Chair | Independent | |
| Audit | Member | Independent | |
| Investment | Member | Independent | |
| Nominating & Governance | Member | Independent | |
| Closed‑End Fund | Member | Independent |
- Independence: All current/continuing nominees, including Ms. Wolff, are “Independent Board Members” (not “interested persons”) and have never been employees of TIAA/Nuveen or affiliates .
- Attendance: Each Board Member attended at least 75% of Board and relevant committee meetings during the last fiscal year .
- Years of service: On the board since 2016; oversees 218 portfolios in the fund complex .
- Election status (Multi‑Market Income/JMM): Ms. Wolff is a Class I nominee to serve until the 2028 annual meeting (multi‑fund joint proxy context) . Multi‑Market Income has had repeated adjournments for lack of quorum in 2021–2024, resulting in holdover terms until successors are elected and qualified .
Fixed Compensation
| Component | 2024 Rate | 2025 Rate | Notes/Eligibility |
|---|---|---|---|
| Base annual retainer (Independent Board Members) | $350,000 | $350,000 | Effective Jan 1, 2024 (unchanged for 2025) . |
| Audit Committee membership | $30,000 | $35,000 | Per member . |
| Compliance Committee membership | $30,000 | $35,000 | Per member . |
| Investment Committee membership | $20,000 | $30,000 | Per member . |
| Nominating & Governance membership | $20,000 | $25,000 | Per member . |
| Closed‑End Fund Committee membership | $20,000 | $25,000 | Per member . |
| Committee Chair premium (Audit; Compliance) | $30,000 | $35,000 | For chair/co‑chair; Ms. Wolff chairs Compliance . |
| Ad hoc meeting fees | $1,000–$2,500 | $1,000–$2,500 | Based on length/immediacy . |
| Special assignment committees | Chair: from $1,250/quarter; Members: from $5,000/quarter | Same | If constituted . |
| Actual Compensation (Last Fiscal Year) | Amount | Source |
|---|---|---|
| JMM (Nuveen Multi‑Market Income) – Ms. Wolff | $301 | |
| Total from funds in the Nuveen fund complex – Ms. Wolff | $535,644 |
Prior structure: In 2023, compensation was $210,000 base plus per‑meeting fees (e.g., $7,250/day regular Board, $2,500 Audit/Investment/Closed‑End, $5,000 Compliance; additional chair retainers $20,000; site‑visit fees $5,000/day). The model changed to fixed retainers effective Jan 1, 2024, with higher committee retainers in 2025 .
Performance Compensation
| Item | Status | Key Terms |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed | Director compensation described as cash retainers/fees; no stock awards or options are disclosed for Independent Board Members . |
| Deferred compensation plan | Available | Independent directors may defer fees; accounts notionally track selected Nuveen funds; distributions lump sum or over 2–20 years; plan obligations tied to participating funds . |
| Performance metrics (TSR/EBITDA/ESG, etc.) | None disclosed | No performance‑conditioned elements disclosed for Independent Board Members . |
Other Directorships & Interlocks
| Company/Institution | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| NewYork‑Presbyterian Hospital | Non‑profit | Trustee (current) | Healthcare governance experience . |
| The John A. Hartford Foundation | Non‑profit | Trustee (current); Chair (2015–2022) | Aging/healthcare policy expertise . |
| Mount Holyoke College | Non‑profit | Trustee (2005–2015); Vice Chair (2011–2015) | Higher‑education governance . |
| Travelers Insurance Co. of Canada; The Dominion of Canada General Insurance Co. | Subsidiaries of public company (Travelers) | Director (2013–2017) | Prior affiliate board of Travelers’ Canadian operations; no current interlock disclosed . |
Expertise & Qualifications
- 30+ years M&A legal background advising boards on governance, shareholder, fiduciary, regulatory, and strategic issues; strong risk/compliance orientation relevant to fund oversight .
- Education: B.A., Mount Holyoke College; J.D., Case Western Reserve University School of Law .
- Current leadership as Compliance Committee Chair underscores risk oversight and regulatory depth .
Equity Ownership
| Holding (as of 12/31/2024) | Shares | $ Range | % Outstanding | Notes |
|---|---|---|---|---|
| JMM (Nuveen Multi‑Market Income) | 0 | $0 | <1% | Ms. Wolff reported no direct beneficial ownership in JMM . |
| Aggregate across registered investment companies overseen (Fund Complex) | N/A | Over $100,000 | N/A | Aggregate dollar‑range exceeds $100,000 across the family of investment companies . |
- Ownership guideline: Boards adopted a principle that each Board Member is expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in funds in the Fund Complex .
- Pledging/hedging: No pledging or hedging disclosures identified for Ms. Wolff; no director‑specific related‑party holdings disclosed for her (contrast: separate related holdings were disclosed for another director) .
- Group ownership: Each director individually owns <1% of any Fund; directors and officers as a group own <1% of outstanding shares of each Fund .
Governance Assessment
-
Strengths
- Deep governance/M&A legal expertise; long‑tenured independent director (since 2016) .
- Chairs Compliance Committee and serves on Audit, Investment, Nominating & Governance, and Closed‑End Fund Committees, aligning skills with key risk/oversight functions .
- Attendance threshold met (≥75% of meetings) and independence affirmed under the 1940 Act and exchange standards .
-
Concerns / RED FLAGS to monitor
- Zero direct ownership in JMM as of 12/31/2024, despite an expectation to invest at least one year’s compensation in the Fund Complex; while her aggregate family holdings exceed $100,000, the lack of JMM‑specific ownership may be viewed as weaker alignment with JMM shareholders .
- Compensation structure shifted from per‑meeting to high fixed retainers in 2024 with further committee retainer increases in 2025; while reflective of workload, this reduces at‑risk variability and could be perceived as inflationary absent commensurate governance outcomes .
- Fund‑level electoral frictions (multiple adjournments for lack of quorum and holdovers for Multi‑Market Income in 2021–2024) may signal shareholder engagement challenges impacting board refreshment (not specific to Ms. Wolff, but relevant to overall governance context) .
-
Related‑party/other risks
- No related‑party transactions or conflicts identified for Ms. Wolff in the current proxy cycle; audit committee independence processes detailed; non‑audit fee oversight in place .