Margaret Wolff
About Margaret L. Wolff
Margaret L. Wolff is an independent director of Nuveen Taxable Municipal Income Fund (NBB) serving on Nuveen’s unitary board since 2016; she is a former Skadden, Arps M&A lawyer with over 30 years advising boards on governance and fiduciary matters. She holds a BA from Mount Holyoke College and a JD from Case Western Reserve University School of Law; born in 1955, she is currently a Class I nominee at NBB for a term expiring at the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Of Counsel, M&A Group | 2005–2014 | Advised boards and senior management on governance, shareholder, fiduciary, regulatory, and strategic matters |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (subsidiaries of Travelers Canada) | Director | 2013–2017 | Oversight roles at Canadian subsidiaries of a public insurance group |
| Mount Holyoke College | Trustee; Vice Chair of the Board | Trustee 2005–2015; Vice Chair 2011–2015 | Board leadership and governance at a higher-education institution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Ongoing non-profit healthcare governance role |
| The John A. Hartford Foundation | Trustee; Chair (former) | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on care of older adults |
Board Governance
- Independence: The Nuveen funds’ boards designate Wolff and all nominees as “Independent Board Members”; none have been employees or directors of TIAA, Nuveen, or affiliates.
- Committee assignments (NBB/Unitary Board):
- Compliance, Risk Management & Regulatory Oversight Committee: Chair
- Audit Committee: Member
- Nominating & Governance Committee: Member
- Investment Committee: Member
- Closed-End Fund Committee: Member
- Not on Executive or Dividend Committees (current rosters exclude Wolff)
- Election class/term: For NBB, Wolff is a Class I nominee in 2025 for a term expiring at the 2028 annual meeting.
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year.
- Board leadership: Robert L. Young serves as Independent Chair of the Board.
- NBB meeting cadence (FY ended March 31, 2025): Regular Board 4; Special Board 7; Executive 3; Dividend 8; Compliance 4; Audit 14; Nominating & Governance 6; Investment 4; Closed-End Fund 4.
Fixed Compensation
| Component (Independent Board Members) | Amount (USD) | Effective Date | Notes |
|---|---|---|---|
| Annual base retainer | $350,000 | Jan 1, 2025 | Paid across Fund Complex; allocated among funds |
| Audit Committee membership retainer | $35,000 | Jan 1, 2025 | Per committee membership |
| Compliance Committee membership retainer | $35,000 | Jan 1, 2025 | Per committee membership; Wolff is also Chair |
| Investment Committee membership retainer | $30,000 | Jan 1, 2025 | Per committee membership |
| Nominating & Governance membership retainer | $25,000 | Jan 1, 2025 | Per committee membership |
| Closed-End Fund Committee membership retainer | $25,000 | Jan 1, 2025 | Per committee membership |
| Compliance Committee Chair fee | $35,000 | Jan 1, 2025 | Chair premium for committee leadership |
| Ad hoc meetings | $1,000 or $2,500 per meeting | Jan 1, 2025 | Based on length/immediacy |
| Special assignment committees | Chair quarterly fee from $1,250; members from $5,000 | Jan 1, 2025 | As applicable |
| Deferred Compensation Plan | Elected deferrals credited to fund-linked accounts | Ongoing | Lump sum or 2–20 year distributions; plan mechanics detailed |
| Fund | Period | Aggregate Compensation Paid to Wolff (USD) |
|---|---|---|
| NBB (Taxable Income) | FY ended Mar 31, 2025 | $2,033 |
| All Nuveen Funds (Fund Complex) | Latest disclosed | $502,381 |
| Fund | Period | Deferred Fees Credited to Wolff (USD) |
|---|---|---|
| NBB (Taxable Income) | FY ended Mar 31, 2025 | $622 |
Performance Compensation
| Variable Pay Element | Status | Performance Metrics | Notes |
|---|---|---|---|
| Performance-based bonus/equity (RSUs/PSUs/options) | None disclosed | N/A | Independent directors receive cash retainers, committee fees, and may elect deferral; no performance metrics specified for director compensation. |
Other Directorships & Interlocks
| Company/Institution | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada subsidiaries) | Subsidiaries of public company | Director (2013–2017) | No NBB-related transactions disclosed; historical role at Canadian subsidiaries of Travelers. |
| New York-Presbyterian Hospital | Non-profit | Trustee (since 2005) | No related-party transactions disclosed in NBB proxy. |
| The John A. Hartford Foundation | Non-profit | Trustee; Chair 2015–2022 | No related-party transactions disclosed in NBB proxy. |
- Related-party transactions: The proxy’s “Board Member Investments in Companies” section lists common-control holdings for Thomas J. Kenny; no related-party holdings or transactions are attributed to Wolff.
Expertise & Qualifications
- Legal/governance expertise: Decades advising boards and executives on U.S. and international corporate, securities, regulatory, governance, shareholder, and fiduciary matters during tenure at Skadden’s M&A group.
- Sector breadth: Experience spans healthcare and philanthropy through trusteeships at New York-Presbyterian Hospital and The John A. Hartford Foundation.
- Governance credentials: Prior board leadership at Mount Holyoke (Vice Chair), and past directorships at insurance subsidiaries, supporting oversight acumen.
- Audit Committee financial expert: Not designated; committee members with “financial expert” status are Boateng, Nelson, Starr, and Young.
Equity Ownership
| Holding Category | NBB (Taxable Income) | Aggregate Across Nuveen Fund Complex |
|---|---|---|
| Dollar range of equity securities beneficially owned | $0 | Over $100,000 |
| Shares beneficially owned | 0 | Not individually enumerated; aggregate category provided |
| Ownership % of outstanding shares | <1% for each Board Member per fund (general statement) | N/A |
- Ownership alignment policy: Nuveen boards expect each Board Member to invest at least one year of compensation in the funds in the Fund Complex; board members and officers as a group own <1% of outstanding shares of each fund.
Governance Assessment
- Strengths:
- Independent status and absence of TIAA/Nuveen affiliation enhances board objectivity.
- Chair of the Compliance Committee with broad remit over compliance, risk management, leverage/derivatives oversight, and enterprise risk—signals deep engagement in risk controls.
- Member of Audit, Nominating & Governance, Investment, and Closed-End Fund committees—broad oversight footprint across financial reporting, board processes, performance, and discount/leverage strategy.
- Attendance threshold met (≥75% of meetings), supporting engagement.
- Compensation and incentives:
- Compensation is cash-based with committee retainers and chair premiums; no equity grants or performance metrics for directors, reducing misaligned incentive risk in this fund governance context.
- Deferred compensation elections are indexed to Nuveen funds, providing economic alignment with fund outcomes while not constituting equity awards.
- Potential risk indicators and red flags:
- $0 beneficial ownership and 0 shares in NBB specifically may be viewed as a weaker “skin-in-the-game” signal at the individual fund level, despite aggregate holdings “Over $100,000” across the complex and a guideline to invest at least one year of compensation; compliance with the guideline is not disclosed.
- No related-party transactions, pledging/hedging, tax gross-ups, or option repricing disclosed for Wolff—no conflicts flagged in the proxy.
- Overall implication:
- Wolff’s deep governance/legal background and chairing of the Compliance Committee support board effectiveness and investor confidence, while the absence of NBB-specific ownership is a neutral-to-slightly negative alignment signal that is partially offset by aggregate complex-level investment and the deferred compensation structure.