Margaret Wolff
About Margaret L. Wolff
Margaret L. Wolff (born 1955) is an Independent Board Member of Nuveen California Municipal Value Fund (NCA) and related Nuveen funds; she has served since 2016. She is formerly Of Counsel (M&A Group) at Skadden, Arps, Slate, Meagher & Flom LLP (2005–2014) . Her current term status: for Funds with Preferred Shares, she serves until the 2025 annual meeting and is a nominee for a term until 2026; for California Value (NCA), she is a Class I Board Member serving until the 2025 annual meeting and nominee for a term through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Of Counsel, Mergers & Acquisitions Group | 2005–2014 | Legal advisory in complex M&A; governance and transactional expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Board of Trustees Member | Since 2005 | Non-profit hospital governance |
| The John A. Hartford Foundation | Board of Trustees Member; Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on care of older adults |
| Mount Holyoke College | Board of Trustees Member; Vice Chair | Trustee 2005–2015; Vice Chair 2011–2015 | Academic board leadership |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Subsidiaries of The Travelers Companies, Inc. |
Board Governance
- Independence: Classified as an Independent Board Member; committee memberships listed (Audit, Nominating & Governance, Investment, Closed-End) are composed entirely of independent members under NYSE/NASDAQ standards for closed-end funds .
- Committee assignments:
- Chair: Compliance, Risk Management and Regulatory Oversight Committee .
- Member: Audit Committee ; Nominating & Governance Committee ; Investment Committee ; Closed-End Fund Committee .
- Attendance: The Board reports each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year .
- Meeting cadence (NCA – California Value): 6 regular Board; 9 special Board; 3 Executive; 8 Dividend; 4 Compliance; 13 Audit; 6 Nominating & Governance; 3 Investment; 4 Closed-End Fund Committee meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (Independent directors) | $350,000 | Effective Jan 1, 2025 |
| Committee membership – Audit | $35,000 | Effective Jan 1, 2025 |
| Committee membership – Compliance | $35,000 | Effective Jan 1, 2025 |
| Committee membership – Investment | $30,000 | Effective Jan 1, 2025 |
| Committee membership – Dividend | $25,000 | Effective Jan 1, 2025 |
| Committee membership – Nominating & Governance | $25,000 | Effective Jan 1, 2025 |
| Committee membership – Closed-End Funds | $25,000 | Effective Jan 1, 2025 |
| Chair fee – Compliance Committee | $35,000 | Effective Jan 1, 2025 |
| Ad hoc meeting fees | $1,000 or $2,500 per meeting | Based on length/immediacy |
| Special assignment committees | Chair $1,250/qtr; Member $5,000/qtr (starting rates) | If applicable |
| Aggregate compensation from NCA (California Value) last fiscal year | $926 | Fund-specific aggregate paid to Ms. Wolff |
| Total compensation from Nuveen Funds (Fund Complex) last fiscal year | $535,644 | Total across funds overseen |
- Deferred compensation plan is available; Independent Board Members may defer fees into book-reserve accounts linked to eligible Nuveen funds, payable in lump sum or over 2–20 years; includes investment returns of selected funds .
Performance Compensation
| Metric | Structure | Status |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | Not part of Independent Board Member compensation | None disclosed |
| Performance-based cash/bonus | Not applicable to Independent Board Members | None disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Travelers Canada entities | Public-company subsidiaries | Director (2013–2017) | No disclosed ongoing interlocks with NCA advisers; historical only |
| Non-profit/academic boards listed above | Non-profit/academic | Trustee/Chair/Vice Chair | No issuer/vendor conflicts disclosed |
- No related-party transactions involving Ms. Wolff are disclosed in the proxy; the only specific ownership/related relationships noted relate to another director (Mr. Kenny) .
Expertise & Qualifications
- Corporate/M&A legal expertise from Skadden (Of Counsel, M&A Group), bringing transactional diligence and governance oversight capabilities .
- Compliance and risk oversight experience reflected by chairing the Compliance, Risk Management and Regulatory Oversight Committee (liquidity, derivatives, leverage, operational risk oversight) .
- Participation in Audit Committee supports financial reporting, valuation policy oversight, and auditor independence monitoring .
Equity Ownership
| Holding Measure | NCA (California Value) | Fund Complex Aggregate |
|---|---|---|
| Beneficial share count | 0 | — (per-fund counts shown 0; group <1% per fund) |
| Dollar range of equity securities held | $0 | Over $100,000 aggregate across registered investment companies overseen |
| Ownership guidelines | Expected to invest at least one year of compensation (directly or deferred) in Fund Complex | Governance principle adopted by boards |
| Pledged/hedged shares | None disclosed | None disclosed |
- Section 16(a) compliance: The Funds report Board Members complied with applicable Section 16(a) filing requirements in the last fiscal year .
Governance Assessment
- Strengths: Independent status; chairs the Compliance Committee overseeing key fund risks (liquidity, derivatives, leverage, operational) and policies; active membership on Audit, Nominating & Governance, Investment, and Closed-End Fund Committees; attendance at or above the 75% threshold; robust meeting cadence across committees .
- Alignment: Board principle expects directors to invest at least one year of compensation in the Fund Complex, and a deferred compensation plan enables alignment through fund-linked accounts; Ms. Wolff reports an aggregate beneficial ownership range of “Over $100,000” across funds, with 0 direct shares disclosed in NCA; per-fund holdings are less than 1% outstanding, consistent with policy and closed-end governance norms .
- Compensation structure: Cash retainer plus committee and chair fees without equity incentives or performance-linked pay—typical for investment company boards; as Compliance Chair, she receives incremental chair fees supporting accountability for risk oversight .
- RED FLAGS: None disclosed specific to Ms. Wolff (no related-party transactions, pledging/hedging, or attendance issues noted). Auditor changes (KPMG to PwC in 2025) are overseen by the Audit Committee; PwC reports no material financial interest—a neutral change managed under standard independence protocols .