Margaret Wolff
About Margaret L. Wolff
Independent Board Member of Nuveen Arizona Quality Municipal Income Fund (NAZ) since 2016; currently nominated by holders of Preferred Shares for a term expiring at the next annual meeting and serves as a Class I Board Member for California Value within the complex . She is deemed independent (not an “interested person” under the 1940 Act) and has never been an employee or director of TIAA/Nuveen or affiliates . Year of birth: 1955; legal background includes more than 30 years in Skadden’s Mergers & Acquisitions Group; B.A. Mt. Holyoke College; J.D. Case Western Reserve University School of Law .
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 governance, shareholder, fiduciary, regulatory, and strategic matters . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Board service at major academic medical center . |
| The John A. Hartford Foundation | Trustee; Chair (former) | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on improving care of older adults . |
| Mt. Holyoke College | Trustee; Vice Chair (former) | Trustee 2005–2015; Vice Chair 2011–2015 | Governance leadership at higher-ed institution . |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company | Director (former) | 2013–2017 | Affiliates of Travelers Canada . |
Board Governance
- Committee assignments and chair roles:
- Chair: Compliance, Risk Management and Regulatory Oversight Committee .
- Member: Audit Committee ; Nominating & Governance Committee ; Investment Committee ; Closed-End Fund Committee .
- Independence: All current nominees (including Wolff) are independent under the 1940 Act and exchange standards .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year .
- Years of service: Director in the Fund Complex since 2016 .
- Board leadership: The Fund Complex’s Chair, Robert L. Young, is an independent Chair elected by the Board .
Board and committee workload (NAZ – last fiscal year):
| Meeting Type | Count |
|---|---|
| Regular Board | 6 |
| Special Board | 9 |
| Executive Committee | 3 |
| Dividend Committee | 8 |
| Compliance, Risk Management & Regulatory Oversight Committee | 4 |
| Audit Committee | 13 |
| Nominating & Governance Committee | 6 |
| Investment Committee | 3 |
| Closed-End Funds Committee | 4 |
Fixed Compensation
Director fee structure (effective January 1, 2025):
| Component | Amount/Policy |
|---|---|
| Annual Board Retainer | $350,000 |
| Committee Membership Retainers | Audit: $35,000; Compliance/Risk: $35,000; Investment: $30,000; Dividend: $25,000; Nominating & Governance: $25,000; Closed-End Funds: $25,000 |
| Committee Chair Retainers | Board Chair: $150,000; Audit Chair: $35,000; Compliance/Risk Chair: $35,000; Investment Chair/Co-Chair: $30,000; Dividend, Nominating & Governance, Closed-End Funds Chairs: $25,000 |
| Ad hoc meeting fees | $1,000 or $2,500 per meeting depending on length/immediacy |
| Special assignment committees | Chair/Co-Chair: quarterly starting at $1,250; Members: quarterly starting at $5,000 |
| Retirement/Pension | None; Funds do not have retirement or pension plans |
| Deferred Compensation Plan | Available; amounts track selected Nuveen funds; distributions as lump sum or 2–20 years |
Actual compensation (last fiscal year):
| Fund | Compensation ($) |
|---|---|
| NAZ (Arizona Quality) | 692 |
| NKX (California AMT-Free) | 3,039 |
| NCA (California Value) | 926 |
| NAC (California Quality) | 8,910 |
| NMT (Massachusetts Quality) | 570 |
| Total from Nuveen Funds | 535,644 |
Deferred fees elected (including returns) – amounts payable:
| Fund | Deferred Fees ($) |
|---|---|
| NAZ (Arizona Quality) | 208 |
| NKX (California AMT-Free) | 912 |
| NCA (California Value) | 278 |
| NAC (California Quality) | 2,673 |
| NMT (Massachusetts Quality) | 171 |
Performance Compensation
| Item | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for Independent Board Members; proxy details only cash retainers/fees for directors . |
| Option awards | None disclosed for Independent Board Members . |
| Performance metrics tied to pay | None disclosed for Independent Board Members . |
| Clawbacks/COC/Severance | Not applicable to Independent Board Members in the proxy . |
Other Directorships & Interlocks
| Company/Organization | Role | Timeframe | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company | Director (former) | 2013–2017 | Prior financial services governance; no ongoing related-party exposure disclosed with NAZ . |
| New York-Presbyterian Hospital | Trustee | Since 2005 | Non-profit; no related-party transactions disclosed . |
| The John A. Hartford Foundation | Trustee; former Chair | Trustee since 2004; Chair 2015–2022 | Non-profit; no related-party transactions disclosed . |
| Mt. Holyoke College | Trustee; former Vice Chair | 2005–2015; Vice Chair 2011–2015 | Non-profit; no related-party transactions disclosed . |
Expertise & Qualifications
- Corporate governance and M&A specialist with 30+ years advising boards and senior executives on U.S./international corporate, securities, regulatory, and fiduciary issues at Skadden .
- Education: B.A., Mt. Holyoke College; J.D., Case Western Reserve University School of Law .
- Independent director experience across a large multi-fund complex (oversees 220 portfolios) with leadership of compliance/risk oversight for the Board .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership in NAZ (shares) | 0 |
| Ownership of NAZ as % of outstanding | Less than 1% (individual; group also <1%) |
| Aggregate dollar range of equity in all Nuveen funds overseen | Over $100,000 |
| Board guideline/expectation | Each Board Member is expected to invest at least the equivalent of one year of compensation in funds within the Fund Complex (directly or deferred) . |
Note: Proxy shows Wolff’s aggregate holdings across the Fund Complex as “Over $100,000,” but does not disclose a precise amount or compliance status versus the “one-year compensation” expectation; NAZ-specific holdings are 0 shares .
Governance Assessment
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Strengths
- Independent status, with no employment ties to TIAA/Nuveen and leadership as Chair of the Compliance, Risk Management and Regulatory Oversight Committee—central to oversight of valuation, liquidity, leverage, and derivatives risk .
- Deep governance/legal expertise from Skadden M&A practice; strong fit for audit/compliance-heavy closed-end fund oversight .
- High Board/committee workload (e.g., 13 Audit and 4 Compliance meetings at NAZ last fiscal year) with ≥75% attendance reported for all Board Members, supporting engagement .
- Section 16(a) compliance: Funds report that Board Members complied with filing requirements in the last fiscal year and the previous fiscal year, reducing regulatory risk .
-
Watch items / potential red flags
- Alignment gap at the fund level: 0 NAZ shares directly owned while an expectation exists to hold at least one year of compensation in Fund Complex vehicles; aggregate holding disclosure is “Over $100,000” without confirmation of meeting the one-year expectation—monitor future proxy disclosures for compliance detail and fund-level ownership .
- No explicit disclosure of director equity or performance-based awards (typical for fund boards); pay is entirely cash-based, which can reduce long-term alignment versus equity-heavy structures, though a deferred compensation plan and investment expectation partially address this .
-
Conflicts/related parties
- No related-party transactions, loans, or pledging disclosed for Wolff; the proxy’s only related securities holdings disclosure pertains to another director (Kenny), not Wolff .
- All nominees are independent, and committee charters/structures (e.g., Audit; Compliance) emphasize controls around valuation, audit independence, and risk oversight .