Margaret Wolff
About Margaret L. Wolff
Independent Board Member of Nuveen California Quality Municipal Income Fund (NAC) since 2016; year of birth 1955. Former Of Counsel in Skadden’s Mergers & Acquisitions Group; governance and fiduciary advisory expertise. Education: BA, Mount Holyoke College; JD, Case Western Reserve University School of Law. Classified as “Independent Board Member” (not an “interested person” of the Funds, Adviser, TIAA/Nuveen, or affiliates) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Of Counsel, Mergers & Acquisitions Group | 2005–2014 | Advised boards and senior management on corporate, securities, governance, fiduciary, and strategic matters . |
| Mount Holyoke College | Trustee; Vice Chair | Trustee 2005–2015; Vice Chair 2011–2015 | Institutional governance leadership . |
| Travelers Canada (subsidiaries of The Travelers Companies, Inc.) | Director (Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company) | 2013–2017 | Oversight of insurance operations; board service in Canadian operating entities . |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Non-profit health system governance . |
| The John A. Hartford Foundation | Trustee; Former Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on improving care of older adults . |
Board Governance
- Election status: Nominee elected by Preferred Shareholders for annual term; Class I nominee for California Value to 2028; continuing Independent Board Member across the Fund Complex .
- Independence: All Board Members, including Ms. Wolff, are “Independent Board Members” under the 1940 Act; no employment/directorship with TIAA/Nuveen or affiliates .
- Committee leadership: Chair, Compliance, Risk Management and Regulatory Oversight Committee .
- Committee memberships: Audit; Nominating & Governance; Investment; Closed‑End Funds Committee .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Independent governance structure: Independent Chair of the Board (Robert L. Young) with unitary board and seven standing committees; strong emphasis on risk oversight and valuation governance .
Committee Assignments and Meeting Activity (Last Fiscal Year)
| Committee | Role | # Meetings (NAC last FY) |
|---|---|---|
| Compliance, Risk Management and Regulatory Oversight | Chair | 4 |
| Audit | Member | 13 |
| Nominating & Governance | Member | 6 |
| Investment | Member | 3 |
| Closed‑End Funds | Member | 4 |
| Executive | Not listed for Wolff | 3 (committee comprised of Young, Kenny, Nelson, Toth) |
| Dividend | Not listed for Wolff | 8 (committee comprised of Thornton (Chair), Lancellotta, Kenny, Nelson, Starr) |
Fixed Compensation
- Compensation framework (effective Jan 1, 2025): Annual retainer $350,000; committee membership retainers—Audit and Compliance $35,000 each; Investment $30,000; Dividend, Nominating & Governance, Closed‑End $25,000; Chair premiums—Board Chair $150,000; Audit and Compliance Chairs $35,000; Investment Chair/Co-Chair $30,000; Dividend, Nominating & Governance, Closed‑End Chairs $25,000; ad‑hoc meeting fees $1,000–$2,500; special assignment committee fees per quarter: Chair/Co‑Chair from $1,250; Members from $5,000 .
- Funds do not have retirement/pension plans; officers are not compensated by the Funds .
Actual Director Fees (Last Fiscal Year)
| Fund | Aggregate Compensation to Ms. Wolff ($) | Deferred Fees to Ms. Wolff ($) |
|---|---|---|
| Arizona Quality (NAZ) | 692 | 208 |
| California AMT‑Free (NKX) | 3,039 | 912 |
| California Municipal Value (NCA) | 926 | 278 |
| California Quality (NAC) | 8,910 | 2,673 |
| Massachusetts Quality (NMT) | 570 | 171 |
| Total from Nuveen Funds | 535,644 | — (per‑fund deferrals disclosed) |
Performance Compensation
- No bonus, stock awards, or option awards disclosed for Independent Board Members; compensation is cash retainers/fees with optional deferral .
- Deferred Compensation Plan: Independent Board Members may elect to defer all or a portion of fees; credited to a book reserve account and valued as if invested in designated Nuveen funds; distributions available as lump sum or over 2–20 years; no cross‑fund liability for payouts .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Current/Past |
|---|---|---|---|
| Travelers Canada (subsidiaries) | Insurance (subsidiaries of The Travelers Companies, Inc.) | Director | Past (2013–2017) |
| New York‑Presbyterian Hospital | Non‑profit | Trustee | Current (since 2005) |
| The John A. Hartford Foundation | Philanthropy | Trustee; Former Chair | Current/Past (Trustee since 2004; Chair 2015–2022) |
| Mount Holyoke College | Academic | Trustee; Vice Chair | Past (Trustee 2005–2015; Vice Chair 2011–2015) |
No current public‑company board roles are disclosed for Ms. Wolff; past roles were at Canadian subsidiaries of a U.S. public company (Travelers) .
Expertise & Qualifications
- 30+ years advising boards/senior management on governance, shareholder, fiduciary, and strategic issues (M&A and corporate law) .
- Legal/regulatory acumen spanning U.S. and international corporate and securities matters; extensive non‑profit governance experience .
- Independent oversight credentials via chairing risk/compliance and serving on audit and governance committees .
Equity Ownership
- Beneficial Ownership in NAC (California Quality): 0 shares as of October 22, 2025; each Board Member’s holdings in each Fund were less than 1% of outstanding shares .
- Aggregate dollar range of equity securities in all Nuveen funds overseen: Over $100,000 .
- Board Member ownership guideline: Expected to invest at least one year of compensation (directly or deferred) in funds within the Fund Complex .
Ownership Alignment Snapshot
| Item | Value |
|---|---|
| NAC Common Shares Outstanding (record date) | 147,023,383 |
| Ms. Wolff NAC Shares Owned | 0 |
| Ownership as % of NAC | <1% (Board‑wide statement) |
| Aggregate Dollar Range in Fund Complex | Over $100,000 |
| Ownership Guideline | ≥1 year of compensation invested (direct/deferred) |
Section 16 Compliance and Insider Filings
- The Funds report that Board Members complied with applicable Section 16(a)/Section 30(h) filing requirements in the last fiscal year; no delinquent filings noted .
Governance Assessment
- Independence and structure: Strong independence (not an “interested person”); independent Board Chair; robust committee system covering audit, valuation, risk, compliance, governance, investment, and closed‑end fund market oversight .
- Role clarity and workload: Ms. Wolff chairs the Compliance Committee and serves on Audit, Nominating & Governance, Investment, and Closed‑End Funds Committees; last fiscal year committee meetings indicate active oversight cadence (Audit 13; Compliance 4; Nominating & Governance 6; Investment 3; Closed‑End 4); ≥75% attendance .
- Compensation alignment: Cash‑only director fees with optional deferral into Nuveen funds; no equity/options or bonus—reduces pay‑for‑performance misalignment risk typical in operating companies; aggregate total compensation across Nuveen funds $535,644; fund‑level fees disclosed for NAC ($8,910) .
- Ownership expectations: Board guideline to hold ≥1 year of compensation (direct/deferred) promotes alignment; Ms. Wolff’s aggregate fund‑complex holdings “Over $100,000” and zero fund‑specific holdings in NAC are disclosed; percentages are <1% across funds .
- Election and tenure: Preferred Shareholders elect Ms. Wolff annually for Funds with Preferred Shares; Class I term for California Value through 2028 provides continuity while maintaining annual accountability for preferred seats .
Potential Red Flags
- Shares pledged/hedged: Not disclosed in the proxy .
- Related‑party transactions: None specifically disclosed for Ms. Wolff; Board Members are independent of Adviser and TIAA/Nuveen .
- Section 16 delinquency: None indicated; compliance affirmed .
Board and Committee Meeting Counts (Last Fiscal Year)
| Meeting Type | NAC Count |
|---|---|
| Regular Board | 6 |
| Special Board | 9 |
| Executive Committee | 3 |
| Dividend Committee | 8 |
| Compliance Committee | 4 |
| Audit Committee | 13 |
| Nominating & Governance | 6 |
| Investment Committee | 3 |
| Closed‑End Funds Committee | 4 |