Margaret L. Wolff
About Margaret L. Wolff
Independent trustee of Nuveen Real Estate Income Fund (JRS) since 2016; year of birth 1955. Former Skadden, Arps M&A lawyer (Of Counsel, 2005–2014) focused on board advisory across governance, fiduciary and strategic matters. Education: B.A., Mount Holyoke College; J.D., Case Western Reserve University School of Law. She stands for election as a Class I nominee for JRS at the April 17, 2025 annual meeting and is deemed an Independent Board Member under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Of Counsel, M&A Group | 2005–2014 | Advised boards on U.S. and international corporate, securities, regulatory, governance, shareholder and fiduciary issues . |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Subsidiaries of The Travelers Companies, Inc. (Canada operations) . |
| Mount Holyoke College | Trustee; Vice Chair | 2005–2015; 2011–2015 (Vice Chair) | Board leadership responsibility . |
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 | Since 2004; Chair 2015–2022 | Philanthropy focused on care of older adults . |
Board Governance
| Item | Details |
|---|---|
| Independence | All nominees, including Wolff, are not “interested persons” and are deemed Independent Board Members . |
| Board leadership | Independent Chair: Robert L. Young; unitary board structure across Nuveen Funds . |
| Committee assignments (JRS) | Compliance, Risk Management & Regulatory Oversight Committee – Chair ; Audit Committee – Member (not designated as audit committee financial expert) ; Nominating & Governance Committee – Member ; Investment Committee – Member ; Closed-End Fund Committee – Member . |
| Attendance | Each Board Member attended ≥75% of Board and committee meetings in the last fiscal year . |
| Meeting load (JRS FY2024) | Regular Board 5; Special Board 9; Executive 5; Dividend 10; Compliance 5; Audit 14; Nominating & Governance 5; Investment 4; Closed‑End Fund 4 . |
| 2025 election | Class I nominee for JRS along with Forrester, Kenny, Young, at the April 17, 2025 meeting . |
Fixed Compensation
| Component | 2024 | 2025 (effective Jan 1, 2025) | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | $350,000 | Structure moved from meeting fees (2023) to larger base and committee retainers starting 2024 . |
| Audit & Compliance Committee membership retainers (each) | $30,000 | $35,000 | Per-committee annual retainers . |
| Investment Committee membership | $20,000 | $30,000 | . |
| Dividend, Nominating & Governance, Closed‑End Funds Committee membership (each) | $20,000 | $25,000 | . |
| Board Chair additional retainer | $140,000 | $150,000 | Chair is Robert L. Young . |
| Committee Chair adders | $20,000–$30,000 | $25,000–$35,000 | Varies by committee; Compliance/Audit up to $35k in 2025 . |
| Ad hoc/special assignments | $1,000–$2,500 per ad hoc meeting; special assignment stipends | Same | As specified by charters/Chair . |
| 2024 Aggregate Pay Received | Amount |
|---|---|
| From JRS (Nuveen Real Estate Income Fund) | $1,092 . |
| From all funds in Nuveen Fund Complex | $535,644 . |
| Deferred compensation credited – JRS | $387 (book account tied to selected Nuveen funds) . |
Notes:
- Deferred amounts accrue as if invested in designated Nuveen funds; liabilities are borne by participating funds; elections are individual-specific .
Performance Compensation
| Metric | Weighting | Targets | Payout Linkage |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | Director compensation is fixed retainer plus committee retainers and limited ad hoc fees; no performance-based pay . |
Other Directorships & Interlocks
| Company/Institution | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Non-profit | Trustee (since 2005) | No related-party transactions disclosed in proxy . |
| The John A. Hartford Foundation | Non-profit | Trustee; former Chair | No related-party transactions disclosed in proxy . |
| Travelers Canada subsidiaries | Private subs. of public company | Director (2013–2017) | Historical; ended 2017 . |
Additional conflict screening:
- Audit Committee “financial expert” designations do not include Wolff (designated experts: Moschner, Nelson, Starr, Young) .
- Only Thomas J. Kenny is listed with positions in entities advised by affiliates; Wolff is not listed in that related‑holdings table .
Expertise & Qualifications
- Governance, fiduciary and transactional expertise from three decades advising boards at Skadden (M&A, governance, regulatory) .
- Committee leadership: Chairs Compliance, Risk Management & Regulatory Oversight Committee, overseeing compliance, liquidity, derivatives usage, leverage and enterprise risk interfaces; receives quarterly CCO reports and conducts private sessions with the CCO .
- Legal and boardroom experience across healthcare and philanthropy; broad fund governance exposure as a unitary trustee across 200+ portfolios .
Equity Ownership
| Item | JRS (Real Estate Income) | Fund Complex (All registered investment companies overseen) |
|---|---|---|
| Dollar range of beneficial ownership | $0 | Over $100,000 . |
| Shares owned (Dec 31, 2024) | 0 shares | See aggregate range above . |
| Ownership as % of outstanding | <1% (each Board Member individually) | N/A |
| Deferred comp (JRS) | $387 credited (book account) | Multiple funds elected (see proxy table) . |
| Ownership guideline | Trustees are expected to invest at least one year of compensation in funds in the Fund Complex . | Disclosure shows aggregate dollar range only; cannot confirm precise compliance level for Wolff from public table . |
Governance Assessment
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Strengths
- Independent trustee; extensive governance and M&A advisory background; chairs Compliance, Risk Management & Regulatory Oversight Committee, a central risk-oversight body for leverage, liquidity and derivatives, signaling deep involvement in control and compliance frameworks .
- Active engagement: ≥75% attendance; heavy committee cadence at JRS (14 Audit; 10 Dividend; 5+ in other committees) underscores regular oversight touchpoints .
- Clear separation of chair and management; independent Chair structure; robust committee architecture (Audit, Compliance, Investment, Nominating & Governance, Closed-End) .
-
Watch items
- Alignment: No direct JRS share ownership disclosed (0 shares; $0 range), though she holds over $100,000 across the broader fund family and participates in the deferred compensation plan; alignment at the fund-level (JRS) is limited based on disclosed data .
- Pay structure: Board compensation rose meaningfully in 2024 to larger fixed retainers (from a 2023 model with lower retainer and per-meeting fees); while industry-consistent, higher fixed pay vs. variable meeting fees may dilute marginal incentives but improves predictability and reflects workload across the complex .
- Financial expertise designation: Not an SEC “audit committee financial expert,” though serves on Audit; reliance on other designated experts for financial reporting oversight is expected .
-
Conflicts and compliance
- No delinquent Section 16(a) filings; no Wolff-related related-party transactions disclosed; not listed among directors with positions in adviser-affiliated investees .
Overall, Wolff brings seasoned boardroom judgment and leads core compliance/risk oversight. The main alignment gap is zero JRS-specific ownership, partially mitigated by complex-wide holdings and a board guideline expecting one year of compensation invested across the funds .