Margaret Wolff
About Margaret L. Wolff
Margaret L. Wolff (born 1955; Board Member since 2016) is an Independent Board Member of Nuveen Municipal Credit Opportunities Fund (NMCO) and across the Nuveen fund complex. A former Skadden, Arps, Slate, Meagher & Flom LLP M&A lawyer, she brings deep governance and fiduciary advisory experience; she currently chairs the Compliance, Risk Management and Regulatory Oversight Committee and serves on multiple board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) | Of Counsel | 2005–2014 | Advised boards and senior management on corporate, securities, governance, fiduciary and strategic matters . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Board-level governance in major non-profit hospital system . |
| The John A. Hartford Foundation | Trustee; Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on care for older adults; chair service demonstrates governance leadership . |
| Travelers Insurance Co. of Canada; The Dominion of Canada General Insurance Co. | Director | 2013–2017 | Part of Travelers Canada (The Travelers Companies, Inc.); prior public-company board experience . |
| Mount Holyoke College | Trustee; Vice Chair | Trustee 2005–2015; Vice Chair 2011–2015 | Higher-education governance experience . |
Board Governance
- Independence: All current nominees and Board Members, including Wolff, are “Independent Board Members” (not “interested persons” under the 1940 Act; never employees/directors of TIAA, Nuveen, or affiliates) .
- Election status (NMCO): For funds with Preferred Shares (including NMCO), Wolff is a nominee elected by holders of Preferred Shares for a term expiring at the next annual meeting or until a successor is elected and qualified .
- Committee assignments:
- Compliance, Risk Management and Regulatory Oversight Committee: Chair .
- Audit Committee: Member (committee is all-independent; financial experts designated are Moschner, Nelson, Starr, Young—not Wolff) .
- Nominating and Governance Committee: Member .
- Investment Committee: Member .
- Closed-End Fund Committee: Member .
- Board attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year .
- Meeting cadence (NMCO last fiscal year): Regular Board 5; Special Board 7; Executive Committee 5; Dividend Committee 8; Compliance Committee 4; Audit Committee 14; Nominating & Governance 7; Investment Committee 3; Closed-End Fund Committee 4 .
Fixed Compensation
The Nuveen fund complex uses a cash retainer structure for independent directors, with committee retainers and chair stipends; directors may elect to defer fees.
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Independent Board Member retainer | $350,000 | $350,000 | Effective Jan 1, 2024 . |
| Audit Committee membership retainer | $30,000 | $35,000 | Effective Jan 1, 2025 increase . |
| Compliance Committee membership retainer | $30,000 | $35,000 | Effective Jan 1, 2025 increase . |
| Investment Committee membership retainer | $20,000 | $30,000 | Effective Jan 1, 2025 increase . |
| Dividend Committee membership retainer | $20,000 | $25,000 | Effective Jan 1, 2025 increase . |
| Nominating & Governance membership retainer | $20,000 | $25,000 | Effective Jan 1, 2025 increase . |
| Closed-End Funds Committee membership retainer | $20,000 | $25,000 | Effective Jan 1, 2025 increase . |
| Board Chair stipend (not Wolff) | $140,000 | $150,000 | Independent Chair stipend . |
| Committee Chair stipends (per committee) | $20,000–$30,000 | $25,000–$35,000 | Compliance/Audit/Investment/Dividend/Nominating/Closed-End chair stipends . |
| Ad hoc/special assignment fees | $1,000–$2,500 per meeting; chair/member quarterly fees start at $1,250/$5,000 | — | As needed . |
| Deferred Compensation Plan | Available | — | Directors can defer fees into book accounts tracking Nuveen fund returns . |
Director-level amounts paid (last fiscal year):
- Aggregate compensation paid by NMCO to Wolff: $3,367 .
- Total compensation from funds in the Fund Complex paid to Wolff: $535,644 .
- NMCO deferred fees credited to Wolff’s book account (including investment return): $1,228 .
Performance Compensation
Independent directors receive no equity awards or performance-based incentives; no options, RSUs, PSUs, or TSR/EBITDA/ESG metrics apply.
| Item | Status | Metric/Terms |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed | Independent directors compensated via cash retainers; may elect fee deferrals only . |
| Performance metrics tied to director pay | None disclosed | No revenue/EBITDA/TSR/ESG targets for directors . |
Other Directorships & Interlocks
| Company/Institution | Role | Potential Interlock/Conflict with NMCO |
|---|---|---|
| New York-Presbyterian Hospital | Trustee | Non-profit; no apparent NMCO conflict . |
| The John A. Hartford Foundation | Trustee; former Chair | Non-profit; no apparent NMCO conflict . |
| Travelers Canada entities | Director (2013–2017) | Prior role; no active interlock; unrelated to municipal fund adviser . |
| Mount Holyoke College | Trustee/Vice Chair (prior) | Prior role; no apparent NMCO conflict . |
Expertise & Qualifications
- 30+ years advising boards and management on corporate governance, shareholder, fiduciary, and regulatory matters; extensive M&A legal background from Skadden .
- Committee leadership (Compliance Committee Chair) evidences risk oversight expertise; broad participation across investment, audit, nom/gov, and closed-end oversight committees .
- Education: B.A. Mount Holyoke College; J.D. Case Western Reserve University School of Law .
Equity Ownership
| Measure | NMCO | Fund Complex |
|---|---|---|
| Beneficial shares owned | 0 | Aggregate dollar range of equity securities across all registered investment companies overseen: Over $100,000 . |
| Ownership as % of NMCO outstanding | 0% (individual holdings <1%) | Group of board members/officers: less than 1% in each fund . |
| Director ownership guideline | Expectation to invest at least one year of compensation in funds of the complex . | |
| Pledged/hedged shares | Not disclosed | Not disclosed. |
Governance Assessment
-
Strengths
- Independent status; never affiliated with TIAA/Nuveen; active chair of Compliance and member of key committees (Audit, Investment, Nom/Gov, Closed-End), supporting board effectiveness and risk oversight .
- Engagement: NMCO’s board held frequent committee meetings (e.g., 14 Audit; 7 Nom/Gov) and all directors met the ≥75% attendance threshold, supporting governance continuity .
- Transparent fee structure with committee retainers and disclosed increases, plus availability of deferred compensation aligned to fund returns .
-
Watch items / potential red flags
- Zero direct ownership in NMCO despite a board principle to invest at least one year of compensation in the complex; aggregate holdings are “Over $100,000” across the complex, but the proxy does not disclose compliance vs. guideline—monitor alignment signals and future disclosures .
- Audit Committee financial expert designation is held by other directors (Moschner, Nelson, Starr, Young); Wolff is not designated, which may modestly constrain audit oversight specialization though committee composition remains robust .
- No related-party transactions disclosed for Wolff; Section 16(a) filings deemed compliant—continue monitoring for changes .
-
Board structure context
- Unitary board overseeing the entire Nuveen fund complex enhances cross-fund policy consistency and leverage in oversight; independent Chair (Robert L. Young) provides an additional governance safeguard .
Additional Notes
- Director compensation is entirely cash-based; no severance, change-of-control, clawback, tax gross-ups, or perquisites are disclosed for independent directors; the Funds have no employees and officers receive no compensation from the Funds .
- Election mechanics: For NMCO, holders of Common and Preferred Shares vote together for certain class seats, while holders of Preferred Shares vote separately for two seats where Wolff is a nominee; plurality voting applies; broker discretionary voting rules described for certain preferred modes .