Margaret Wolff

About Margaret L. Wolff

Independent Board Member of Nuveen AMT‑Free Quality Municipal Income Fund (NEA). Born 1955; service on the Nuveen fund boards since 2016, with prior legal career advising boards and senior management on corporate governance, fiduciary and strategic matters in Skadden’s M&A Group (Of Counsel 2005–2014) . Education: B.A. Mt. Holyoke College; J.D. Case Western Reserve University School of Law . Independence: not an “interested person” under the 1940 Act; deemed an Independent Board Member .

Past Roles

External Roles

Board Governance

• Current board class/term mechanics: NEA has Preferred Shares; two Board Members (including Wolff) are elected by Preferred holders for a one‑year term expiring at the next annual meeting . Wolff’s term disclosure: “Board Member until 2025 annual meeting and nominee for term until 2026 annual meeting (Funds with Preferred Shares)” .
• Committee assignments:
  • Chair: Compliance, Risk Management & Regulatory Oversight Committee .
  • Member: Audit Committee ; Nominating & Governance Committee ; Investment Committee ; Closed‑End Fund Committee .
• Independence: All nominees and continuing Board Members are Independent Board Members (not “interested persons”) .
• Attendance: During the last fiscal year, each Board Member attended 75% or more of Board and committee meetings for which they served .
• Board leadership: Independent Chair (Robert L. Young) coordinates agendas, presides at meetings, and serves as liaison; unitary board structure across Nuveen/TIAA fund complex .

Board and committee meeting cadence for NEA (FY ended Oct 31, 2024):

Fixed Compensation

• Structure effective January 1, 2025 (Independent Board Members):
  • Annual retainer: $350,000 .
  • Committee membership retainers: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End Fund $25,000 .
  • Committee chair retainers: Audit Chair $35,000; Compliance Chair $35,000; Investment Chair/Co‑Chair $30,000; Dividend/Nominating & Governance/Closed‑End Fund Chairs $25,000 .
  • Ad hoc meetings: $1,000 or $2,500 depending on length/immediacy; special assignment committees carry quarterly fees (Chair/Co‑Chair from $1,250; members from $5,000) .
  • Deferred compensation plan available; value tracks selected Nuveen funds; distributions lump sum or 2–20 years .

Aggregate compensation across Nuveen funds (latest reported):

Performance Compensation

• No performance bonus, EPS/revenue‑linked metrics, or equity option awards disclosed for Independent Board Members; compensation consists of retainers, committee fees, and meeting fees .
• Funds have no employees; officers serve without compensation from the Funds; CCO compensation paid by Adviser with Board input .

Other Directorships & Interlocks

Expertise & Qualifications

• Governance and fiduciary expertise from >30 years legal practice in M&A and board advisory, including international corporate and securities matters .
• Extensive fund governance experience across Nuveen/TIAA fund complex; committee leadership on compliance and risk oversight .
• Educational credentials: B.A. Mt. Holyoke; J.D. Case Western Reserve .

Equity Ownership

Board ownership guideline: each Board Member is expected to invest at least the equivalent of one year of compensation in Nuveen/TIAA funds (direct or deferred basis) .

Beneficial ownership (as of May 31, 2025):

Notes:

• As of June 20, 2025, each Board Member’s individual beneficial shareholdings in each Fund were less than 1% of outstanding shares; Board Members and officers as a group also owned less than 1% of each Fund .

Insider Trades

Governance Assessment

• Strengths

  • Independence and broad governance experience; serves as Chair of Compliance Committee—central for risk, leverage, derivatives, liquidity, and enterprise risk oversight .
  • Active committee participation (Audit, Nominating & Governance, Investment, Closed‑End) indicates deep engagement across risk, valuation, performance, and discount management .
  • Attendance at or above 75% threshold across Board and assigned committees; robust meeting cadence suggests substantive oversight of NEA’s operations .

• Alignment and Compensation

  • Fixed, transparent cash retainer and committee fee structure; deferred compensation option aligns pay with fund performance via tracking of selected Nuveen funds .
  • Board ownership guideline requires one year of compensation invested in the complex; Ms. Wolff’s aggregate dollar range is “Over $100,000,” but exact compliance cannot be concluded from ranges disclosed .

• Conflicts and Red Flags

  • No related‑party transactions disclosed for Ms. Wolff; no Section 16(a) delinquency reported for Board Members in the last fiscal year .
  • No pledging, hedging, or loans disclosed; no legal proceedings or SEC investigations disclosed in the proxy .
  • Watch item: $0 disclosed ownership in NEA itself, while aggregate complex holdings exceed $100,000; board guideline applies to complex‑wide holdings and may be satisfied via deferred accounts, but individual‑fund alignment in NEA is limited based on disclosed ranges .

Overall, Wolff’s governance profile—anchored by compliance and risk committee leadership, multi‑committee engagement, and independence—supports board effectiveness and investor confidence for NEA.