Margaret L. Wolff
About Margaret L. Wolff
Independent director with over three decades as an M&A attorney at Skadden, Arps, Slate, Meagher & Flom LLP (Of Counsel 2005–2014), advising boards and senior management on governance, fiduciary, regulatory and strategic matters; year of birth 1955; BA Mt. Holyoke College; JD Case Western Reserve University School of Law . She joined the Board in 2016 and currently serves as Chair of the Compliance, Risk Management and Regulatory Oversight Committee and as a member of the Audit, Nominating & Governance, Investment, and Closed-End Fund Committees; she is an Independent Board Member under NYSE/NASDAQ standards . In 2025, she is a nominee for election by holders of Preferred Shares, with prior service as a Class I Board Member for certain funds; staggered terms are used across funds .
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, governance, shareholder, fiduciary, regulatory and strategic matters |
| Mt. Holyoke College | Trustee; Vice Chair of the Board | Trustee 2005–2015; Vice Chair 2011–2015 | Board leadership and oversight |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Board Member | 2013–2017 | Subsidiaries of The Travelers Companies, Inc. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Board service at major healthcare institution |
| The John A. Hartford Foundation | Trustee; Former Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on improving care for older adults |
Board Governance
| Category | Detail | Source |
|---|---|---|
| Independence | Independent Board Member; committees (Audit; Nominating & Governance) composed entirely of Independent Board Members under NYSE/NASDAQ standards | |
| Committees (Membership) | Audit Committee (Member) ; Nominating & Governance Committee (Member) ; Investment Committee (Member) ; Closed-End Fund Committee (Member) | |
| Committee Chair Role | Compliance, Risk Management & Regulatory Oversight Committee (Chair) | |
| Attendance | Each Board Member attended ≥75% of Board and committee meetings during the last fiscal year | |
| Board Leadership | Board led by Independent Chair Robert L. Young (Chair since 2025) | |
| Election/Class | Nominee by Preferred shareholders in 2025; previously Class I Board Member for certain funds |
Fixed Compensation
| Item | Amount | Notes | Source |
|---|---|---|---|
| Annual Board Retainer (effective Jan 1, 2025) | $350,000 | Flat retainer for Independent Board Members | |
| Audit Committee membership retainer | $35,000 | Annual, in addition to Board retainer | |
| Compliance Committee membership retainer | $35,000 | Annual; applicable alongside chair fee | |
| Investment Committee membership retainer | $30,000 | Annual | |
| Nominating & Governance Committee membership retainer | $25,000 | Annual | |
| Closed-End Funds Committee membership retainer | $25,000 | Annual | |
| Compliance Committee Chair fee | $35,000 | Annual, for chair responsibilities | |
| Ad hoc meeting fees | $1,000 or $2,500 | Based on meeting length/immediacy | |
| Special assignment committees fees | Chair/Co-Chair: quarterly fee starting at $1,250; Members: quarterly fee starting at $5,000 | As applicable | |
| Total compensation from Nuveen Funds (last disclosed period) | $535,644 | Aggregated across Nuveen funds for Ms. Wolff |
Historical structure (for context): In 2023, compensation used a lower base retainer ($210,000) supplemented by per-meeting fees; in 2024 (pre‑Jan 1, 2025) a $350,000 retainer with lower committee retainers applied. The 2025 framework increases committee membership and chair retainers and formalizes ad hoc/special assignment fees .
Performance Compensation
| Plan/Element | Nature | Key Terms | Ms. Wolff Participation (illustrative) |
|---|---|---|---|
| Deferred Compensation Plan (for Independent Board Members) | Elective deferral of Board compensation into notional investments in eligible Nuveen funds | Credits to a book reserve account invested as if in selected funds; distributions in lump sum or over 2–20 years; obligations limited to participating fund | Deferred amounts payable include, for example: AMT‑Free Credit Income $5,447; AMT‑Free Quality $7,091; Municipal Value $2,259; New York AMT‑Free (FY) $3,185; Quality Income $5,666 |
No equity, option, or performance-based bonus program for directors is disclosed; compensation consists of retainers and specified meeting/committee fees, with optional deferral into fund-linked accounts .
Other Directorships & Interlocks
| Entity | Type | Role | Tenure | Potential Interlock Relevance |
|---|---|---|---|---|
| New York-Presbyterian Hospital | Non-profit | Trustee | Since 2005 | None disclosed with NMI’s operations |
| The John A. Hartford Foundation | Non-profit | Trustee; Former Chair | Trustee since 2004; Chair 2015–2022 | None disclosed with NMI’s operations |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Subsidiaries of The Travelers Companies, Inc. | Board Member | 2013–2017 | Historical; no current interlock disclosed |
| Mt. Holyoke College | Academic/non-profit | Trustee; Vice Chair | Trustee 2005–2015; Vice Chair 2011–2015 | Historical; no interlock disclosed |
Related-party exposure screening: The proxy’s table listing board members with securities in companies under common control with the Adviser cites another director (Thomas J. Kenny) and does not list Ms. Wolff .
Expertise & Qualifications
- 30+ years of M&A legal practice at Skadden advising on corporate governance, fiduciary duties, shareholder and regulatory matters, including international transactions .
- Board leadership and healthcare/philanthropy governance experience via New York‑Presbyterian Hospital and The John A. Hartford Foundation; prior academic board leadership at Mt. Holyoke College .
- Education: BA, Mt. Holyoke College; JD, Case Western Reserve University School of Law .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Aggregate dollar range of equity securities across family of registered investment companies overseen | Over $100,000 (as of May 31, 2025) | |
| Fund-specific holdings (selected funds in Appendix A) | $0 in each of AMT‑Free Credit Income, AMT‑Free Value, AMT‑Free Quality, Dynamic Municipal, Credit Income, Municipal High Income, Municipal Income, Municipal Value, New York AMT‑Free, New York Value, New York Quality Income, Quality Income, Select Maturities, Taxable Income (as of May 31, 2025) | |
| Ownership as % of shares outstanding (each fund) | <1% for each individual fund (as of June 20, 2025) | |
| Ownership guideline | Governance principle expects each Board Member to invest at least the equivalent of one year of compensation in funds within the Fund Complex | |
| Shares pledged/hedged | Not disclosed | — |
Governance Assessment
- Strengths: Deep governance and M&A advisory background; current Chair of the Compliance, Risk Management & Regulatory Oversight Committee, aligning expertise with regulatory and risk oversight; independent status and membership across key committees (Audit; Nominating & Governance; Investment; Closed‑End) support board effectiveness .
- Attendance and engagement: Met the ≥75% attendance threshold for Board and committee meetings in the last fiscal year, indicating baseline engagement .
- Alignment: Board principle to hold at least one year of compensation in the Fund Complex and optional deferral into fund-linked accounts enhances alignment with shareholder outcomes; Ms. Wolff’s aggregate range is “Over $100,000” and she has deferred compensation balances across multiple funds .
- Pay structure changes: Transition from prior per‑meeting model to higher fixed retainers with enhanced committee/chair fees in 2025 reduces variability and increases fixed pay share; for Ms. Wolff, combined committee memberships and a chair role correspond to a disclosed total of $535,644 across Nuveen funds in the last period, consistent with the 2025 framework .
- Conflicts/red flags: No related‑party holdings or transactions are attributed to Ms. Wolff in the proxy’s related‑party securities table; she is not listed there (another director is). No pledging/hedging or loans are disclosed for Ms. Wolff .