Margaret L. Wolff

About Margaret L. Wolff

Independent Board Member of Nuveen Multi-Asset Income Fund (NMAI) since 2016; year of birth 1955. Former Of Counsel in Skadden, Arps’ M&A group, advising boards on corporate, governance, fiduciary and strategic matters; B.A. Mt. Holyoke College and J.D. Case Western Reserve University School of Law . She oversees 218 portfolios across the Nuveen/TIAA fund complex and is deemed independent (not an “interested person” under the 1940 Act) .

Past Roles

External Roles

Board Governance

• Independence and scope: Independent Board Member; never an employee or director of TIAA or Nuveen or affiliates; oversees 218 portfolios in the complex .
• Committee assignments (NMAI and complex-wide):
  • Compliance, Risk Management and Regulatory Oversight Committee – Chair
  • Audit Committee – Member
  • Nominating and Governance Committee – Member
  • Investment Committee – Member
  • Closed-End Fund Committee – Member
• Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year; NMAI held 5 regular Board, 9 special Board, and 14 Audit Committee meetings, among others .
• Board leadership: Independent Chair of the Board is Robert L. Young .
• Election status for NMAI: Nominee as Class I Board Member for a term expiring at the 2028 annual meeting (election April 17, 2025) .
• Governance environment: In 2024, several Nuveen funds experienced adjourned/failed elections leading to “holdover” trustees (NMAI Class III nominees held over until 2025), indicating quorum/turnout challenges across the complex .

Fixed Compensation

• Structure (effective Jan 1, 2024; increases Jan 1, 2025):
  • Annual Board retainer: $350,000
  • Committee membership annual retainers (2024 → 2025): Audit $30,000 → $35,000; Compliance $30,000 → $35,000; Investment $20,000 → $30,000; Dividend, Nominating & Governance, Closed-End Funds $20,000 → $25,000
  • Committee chair retainers (2024 → 2025): Audit and Compliance $30,000 → $35,000; Investment $20,000 → $30,000; Dividend, Nominating & Governance, Closed-End Funds $20,000 → $25,000
  • Board Chair retainer: $140,000 → $150,000 (2025)
  • Ad hoc meeting fees: $1,000 or $2,500 per meeting depending on length/immediacy; special assignment committee quarterly fees: chair from $1,250, members from $5,000
  • No retirement/pension plans; a voluntary Deferred Compensation Plan is available .

Director-level compensation paid for last fiscal year:

Notes:

• Fees are allocated across the Nuveen fund complex based on net assets or funds discussed per meeting; certain fees are only allocated to funds discussed .

Performance Compensation

Other Directorships & Interlocks

• Interlocks/conflicts: No related-party transactions disclosed for Ms. Wolff; the filing’s related holdings table shows entries for other directors (e.g., Thomas J. Kenny) but none for Ms. Wolff . All nominees are independent under the 1940 Act .

Expertise & Qualifications

• Governance/legal: 30+ years advising boards on corporate, governance, fiduciary and regulatory matters (Skadden M&A group) .
• Compliance oversight: Chair of the Compliance, Risk Management and Regulatory Oversight Committee .
• Committee breadth: Member across Audit, Nominating & Governance, Investment, and Closed-End Fund Committees, supporting board effectiveness and risk oversight .

Equity Ownership

• Board alignment policy: Each Board Member is expected to invest (directly or via deferral) at least the equivalent of one year of compensation in funds within the complex to promote alignment with shareholders .
• Section 16 compliance: Funds report directors and officers complied with Section 16(a) reporting in the last fiscal year .

Governance Assessment

• Positives

  • Independence and breadth: Independent status with extensive governance/legal expertise; chairs the Compliance Committee and serves on Audit and other key committees, supporting robust oversight of compliance, valuation, and investment risks .
  • Engagement: Met the ≥75% attendance threshold; NMAI’s Board held frequent meetings across core committees in the last fiscal year .
  • Alignment policies: Expected one-year-compensation investment policy and availability of deferred compensation promote alignment; Wolff has >$100k aggregate exposure across the family of registered investment companies .

• Watch items / potential red flags

  • Low fund-level ownership: 0 direct NMAI shares; while aggregate complex ownership is >$100k, lack of NMAI-specific holdings may be viewed as weaker “skin in the game” by some investors .
  • Compensation escalation optics: Board retainer increased from a more meeting-fee-centric 2023 structure to a $350,000 base in 2024 with further committee fee increases in 2025; while arguably modernizing pay, this raises fixed cash vs. per-meeting mix and may draw scrutiny absent demonstrable governance outcomes .
  • Shareholder activism risk: Saba Capital owns 9.87% of NMAI common shares, elevating the likelihood of governance/discount-related campaigns and raising the bar for board responsiveness and engagement .
  • Election friction across complex: Multiple 2024 adjourned/failed elections at certain Nuveen funds created “holdover” trustees (including NMAI Class III), signaling turnout and governance challenges that the board will need to address in 2025 .

• Bottom line: Wolff brings deep governance and legal expertise with meaningful committee leadership and satisfactory attendance. Focus areas for investors include engagement with activist holders to address discount dynamics and continued transparency on director alignment at the individual fund level .