Margaret L. Wolff

About Margaret L. Wolff

Independent Board Member of Nuveen California AMT‑Free Quality Municipal Income Fund (NKX); first joined the Nuveen fund complex boards in 2016 and is currently standing for re‑election by NKX preferred shareholders for a one‑year term to the next annual meeting; year of birth 1955; former Skadden, Arps M&A lawyer (Of Counsel, 2005–2014) with a boardroom advisory focus on governance, fiduciary, and strategic matters; B.A. Mount Holyoke College; J.D. Case Western Reserve University School of Law .

Past Roles

External Roles

Board Governance

• Independence: Classified as an Independent Board Member (not an “interested person” under the 1940 Act) and has never been an employee/director of TIAA, Nuveen, or affiliates .
• Election mechanics: For NKX (a fund with preferred shares), Wolff is elected by holders of preferred shares voting as a single class for a one‑year term; she and Albin F. Moschner are the nominees for the preferred seats in 2025 .
• Committee assignments: Chair—Compliance, Risk Management & Regulatory Oversight Committee; Member—Audit Committee; Nominating & Governance Committee; Investment Committee; Closed‑End Fund Committee .
• Attendance: Each Board Member attended at least 75% of Board and relevant committee meetings during the last fiscal year .
• Board structure: Unitary board overseeing the entire Nuveen fund complex; Wolff oversees 220 portfolios, indicating broad oversight scope and workload .
• Independent Chair: The Board’s Chair is Independent (Robert L. Young) .

NKX Meeting Activity (last fiscal year)

Fixed Compensation

• Structure (effective January 1, 2025):

  • Annual retainer: $350,000 per Independent Board Member .
  • Committee membership retainers: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End Funds $25,000 .
  • Chair fees: Board Chair $150,000; Audit Chair $35,000; Compliance Chair $35,000; Investment Chair $30,000; Dividend/NG/Closed‑End Chair $25,000 .
  • Ad hoc meetings: $1,000 or $2,500 depending on length/immediacy; special assignments paid quarterly (Chair from $1,250; members from $5,000) .

• Actual compensation paid (last fiscal year; fund-level and total):
  | Fund | Aggregate Compensation Paid to Wolff ($) | |---|---| | NKX – Nuveen California AMT‑Free Quality Municipal Income Fund | 3,039 | | NAZ – Nuveen Arizona Quality Municipal Income Fund | 692 | | NCA – Nuveen California Municipal Value Fund | 926 | | NAC – Nuveen California Quality Municipal Income Fund | 8,910 | | NMT – Nuveen Massachusetts Quality Municipal Income Fund | 570 | | Total from Nuveen Funds (Fund Complex) | 535,644 |

• Deferred compensation elections (amounts reflect deferred fees plus assumed investment returns in Participating Funds):
  | Fund | Deferred Fees for Wolff ($) | |---|---| | NKX – Nuveen California AMT‑Free Quality Municipal Income Fund | 912 | | NAZ – Nuveen Arizona Quality Municipal Income Fund | 208 | | NCA – Nuveen California Municipal Value Fund | 278 | | NAC – Nuveen California Quality Municipal Income Fund | 2,673 | | NMT – Nuveen Massachusetts Quality Municipal Income Fund | 171 |

• Notes: Nuveen funds offer a Deferred Compensation Plan where deferred amounts are notionally invested in eligible Nuveen funds and paid in a lump sum or over 2–20 years; funds do not maintain director retirement or pension plans .

Performance Compensation

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Wolff in the last five years; prior roles include Canadian subsidiaries of Travelers (2013–2017) .
• Non‑profit/academic boards: New York‑Presbyterian Hospital (trustee since 2005); The John A. Hartford Foundation (trustee; chair 2015–2022); Mount Holyoke College (trustee 2005–2015; vice chair 2011–2015) .
• Interlocks/related parties: The proxy identifies related investments only for another trustee (Thomas J. Kenny), and does not list Wolff as having such holdings; directors are independent of TIAA/Nuveen .

Expertise & Qualifications

• More than 30 years advising boards/senior management on U.S. and international corporate transactions, securities, regulatory and governance issues from a leading M&A law platform .
• Current Chair of the Compliance, Risk Management & Regulatory Oversight Committee, with remit covering compliance programs, risk management (liquidity, derivatives, leverage, hedging), and operational/enterprise risks across the TIAA/Nuveen ecosystem .
• Education: B.A. Mount Holyoke College; J.D. Case Western Reserve University School of Law .

Equity Ownership

• Mechanism and alignment: The Deferred Compensation Plan credits director deferrals into a notional account tied to eligible Nuveen funds, aligning value to fund performance; distributions may be lump sum or over 2–20 years .

Governance Assessment

• Positives

  • Strong independence profile; never affiliated with TIAA/Nuveen; elected by preferred shareholders, bringing direct accountability to a key capital constituency .
  • Chairs Compliance/Risk Committee—central to oversight of leverage, liquidity, derivatives and enterprise risk for closed‑end funds—supportive of robust risk governance .
  • High participation: met ≥75% attendance threshold in board and committee meetings; NKX held 6 regular, 9 special, and 13 audit meetings—reflecting active oversight cadence .

• Alignment and incentives

  • Compensation is cash‑retainer based with elevated committee retainers and chair fee; no equity or performance‑based pay, but optional deferral links value to Nuveen fund performance; total complex compensation $535,644 and NKX‑specific $3,039 last fiscal year .
  • Board “invest one year’s compensation” expectation promotes skin‑in‑the‑game; Wolff reports “Over $100,000” aggregate fund complex holdings, with $0 directly in NKX; deferred balances exist across multiple funds .

• Risks/Red flags to monitor

  • No direct beneficial share ownership in NKX; alignment may rely on deferred economics tied to a basket of Nuveen funds rather than NKX specifically .
  • Unitary board workload is substantial (220 portfolios overseen), which can diffuse per‑fund focus if not mitigated by committee specialization and rotation .
  • No related‑party transactions, pledging, or Section 16(a) delinquencies identified for Wolff; fund reports overall compliance with Section 16(a) .

• Contextual notes

  • Governance trend: in 2025 the board increased certain committee retainers and chair fees, reflecting heightened time/complexity demands (especially audit/compliance), which can be viewed as compensation modernization rather than entrenchment; no performance metrics added to director pay .
  • Independent Chair and comprehensive committee framework (including dedicated closed‑end fund committee) are positives for oversight of discounts, leverage, and market structure specific to NKX .

Appendix: Role & Election Status (NKX)

• Status: Nominee for preferred‑shareholder seat for a term expiring at the next annual meeting (one‑year term for preferred seats) .
• Class alignment: For California Value (sister fund), she is a Class I nominee for a term expiring at the 2028 annual meeting (context on broader complex service) .