Margaret L. Wolff
About Margaret L. Wolff
Margaret L. Wolff is an Independent Board Member of the Nuveen fund complex (including Nuveen Quality Municipal Income Fund, NAD), with board service since 2016. She is a retired Skadden, Arps, Slate, Meagher & Flom LLP M&A lawyer (Of Counsel 2005–2014) with 30+ years advising boards and senior management on corporate, securities, governance and fiduciary matters; she holds a B.A. from Mt. Holyoke College and a J.D. from Case Western Reserve University School of Law, and was born in 1955 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | M&A Group; Of Counsel | 2005–2014 (retired 2014); 30+ years total | Advised boards and senior management on governance, shareholder, fiduciary, regulatory and strategic matters |
| Mt. Holyoke College | Trustee; Vice Chair of Board | Trustee 2005–2015; Vice Chair 2011–2015 | Higher-education governance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Major nonprofit healthcare system governance |
| The John A. Hartford Foundation | Trustee; former Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on care for older adults |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Canadian operations of The Travelers Companies |
Board Governance
- Independence: Serves as an Independent Board Member; all Audit Committee members are independent under NYSE/NASDAQ and SEC standards .
- Committee assignments (current):
- Compliance, Risk Management and Regulatory Oversight Committee: Chair .
- Audit Committee: Member (Chair is John K. Nelson; designated “financial experts” are Boateng, Nelson, Starr, Young) .
- Closed-End Fund Committee: Member .
- Attendance: Each Board Member attended 75% or more of Board and relevant committee meetings in the last fiscal year .
- Board tenure structure: Boards are classified (I/II/III) with three-year terms for common-share elected members; Wolff is a continuing Board Member with class designations rotating by fund (e.g., Class III through 2025 for certain funds) .
Fixed Compensation
Compensation is cash-based retainers and fees, with optional deferred compensation; there are no equity grants for directors disclosed.
| Component | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Annual Retainer (Independent Board Member) | $205,000 | $210,000 | $350,000 | $350,000 |
| Audit Committee Member Retainer | Per-meeting $2,500/$2,250 (attendance-based) | Per-meeting $2,500 | $30,000 annual | $35,000 annual |
| Compliance Committee Member Retainer | Per-meeting $5,000/$2,000 (attendance-based) | Per-meeting $5,000 | $30,000 annual | $35,000 annual |
| Investment Committee Member Retainer | Per-meeting $2,500 | Per-meeting $2,500 | $20,000 annual | $30,000 annual |
| Dividend Committee Member Retainer | Per-meeting $1,250 | Per-meeting $1,250 | $20,000 annual | $25,000 annual |
| Nominating & Governance Member Retainer | $500 per meeting | $500 per meeting | $20,000 annual | $25,000 annual |
| Closed-End Funds Committee Member Retainer | Per-meeting $2,500/$2,000 | Per-meeting $2,500 | $20,000 annual | $25,000 annual |
| Board Chair Retainer | $125,000 | $140,000 | $140,000 | $150,000 |
| Audit Committee Chair Retainer | $20,000 | $20,000 | $30,000 | $35,000 |
| Compliance Committee Chair Retainer | $20,000 | $20,000 | $30,000 | $35,000 |
| Investment Committee Chair/Co-Chair Retainer | $20,000 | $20,000 | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Chair Retainer | $20,000 each | $20,000 each | $20,000 each | $25,000 each |
| Ad hoc meeting fees | $1,000/$500 depending on format | $1,000/$500; site visits $5,000/day | $1,000 or $2,500 per ad hoc; special assignment members $5,000/qtr | $1,000 or $2,500 per ad hoc; special assignment members $5,000/qtr |
Additional disclosure: Total compensation from Nuveen funds in 2021–2022 for each Independent Board Member is tabulated; Wolff’s total was $425,836 (includes deferred fees) for the last fiscal year in that table .
Performance Compensation
| Item | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for Independent Board Members . |
| Options | None disclosed for Independent Board Members . |
| Deferred Compensation Plan | Optional; credits to a book reserve account tracking eligible Nuveen funds; distributions may be lump sum or over 2–20 years; fund not liable for other funds’ obligations . |
| Retirement/Pension | Funds do not have retirement or pension plans for directors . |
| Clawbacks/COC/Severance | Not disclosed/applicable to Independent Board Members in proxy . |
Other Directorships & Interlocks
| Company/Institution | Role | Dates | Potential Interlocks/Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Nonprofit; no advisory interlock to Nuveen/TIAA disclosed . |
| The John A. Hartford Foundation | Trustee; former Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy; no fund adviser interlock disclosed . |
| Travelers Canada (Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company) | Director | 2013–2017 | No conflict with NAD’s municipal focus disclosed . |
Expertise & Qualifications
- Corporate/M&A legal expertise with extensive board advisory experience on governance, fiduciary duties, regulatory and strategic issues .
- Nonprofit board leadership (healthcare and elder care philanthropy) and higher education governance .
- Not designated as an SEC “audit committee financial expert” (designation applies to Boateng, Nelson, Starr, Young) .
Equity Ownership
| Measure | 2023 | 2024 | 2025 |
|---|---|---|---|
| NAD (Quality Income) shares directly/indirectly owned by Wolff | 0 | 0 | 0 |
| Aggregate dollar range across all Nuveen registered investment companies overseen | Over $100,000 | Over $100,000 | Over $100,000 |
| Board principle: expected to invest at least one year of compensation in Nuveen funds | Policy disclosed | Policy disclosed | Policy disclosed |
| Citation | Board investment principle: “each Board Member is expected to invest, either directly or on a deferred basis, at least the equivalent of one year of compensation” |
Notes: As of the relevant measurement dates, Board Members and officers as a group owned less than 1% of outstanding shares of each fund; individual director holdings in each fund were less than 1% .
Governance Assessment
-
Strengths
- Chair of the Compliance, Risk Management and Regulatory Oversight Committee, indicating active oversight of compliance, liquidity/derivatives usage, leverage, operational risk, and regulatory matters; receives regular reports and meets privately with the CCO quarterly .
- Independent director with consistent committee service (Audit; Closed-End Fund) and attendance at or above the 75% threshold in the last fiscal year .
- Deep governance and fiduciary advisory background from a top-tier M&A legal practice; extensive experience advising boards and senior management .
-
Potential alignment/compensation signals
- Compensation shifted materially from per-meeting fees (2022–2023) to large fixed annual retainers beginning 2024, with further increases in 2025 at the committee and chair level; fixed cash emphasis may reduce direct performance linkage, though an expectation exists to invest at least one year’s compensation in Nuveen funds .
- No equity or option awards for Independent Board Members are disclosed; alignment is primarily via optional deferred compensation tracking fund NAVs and the board investment principle rather than equity grants .
-
RED FLAGS and conflicts
- No related-party transactions or director holdings in adviser-controlled private entities are disclosed for Wolff; the only such disclosure in the proxy relates to another director (Kenny), not Wolff .
- Wolff’s direct ownership in NAD is zero as of May 31, 2023–2025; while the aggregate across the family is “Over $100,000,” lack of fund-specific stake in NAD could be viewed as a weaker fund-level alignment signal relative to peers who hold NAD shares .
- Not designated as an “audit committee financial expert,” though she serves on the Audit Committee; the committee includes multiple designated financial experts .
Overall, Wolff presents as a seasoned, independent governance professional with meaningful compliance leadership and strong attendance. Compensation modernization to fixed retainers increases predictability but reduces at-risk/performance-based elements; alignment relies on the deferred plan and the board’s investment principle rather than fund-specific ownership (NAD holding currently zero) .