Margaret Wolff
About Margaret L. Wolff
Margaret L. Wolff (born 1955) is an Independent Board Member of Nuveen Minnesota Quality Municipal Income Fund (NMS) and the broader Nuveen fund complex, serving since 2016. She retired from Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after more than 30 years in the Mergers & Acquisitions Group, advising boards and senior management on corporate, securities, regulatory and governance matters; she holds a BA from Mount Holyoke College and a JD from Case Western Reserve University School of Law . She is currently nominated for Class I terms across various funds (including funds without preferred shares to 2028; funds with preferred shares to 2026) and is a nominee for preferred-shareholder election where applicable .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Of Counsel, M&A Group | 2005–2014 | Advised boards on governance, fiduciary and strategic matters |
| Travelers Insurance Co. of Canada; The Dominion of Canada General Insurance Co. (Travelers Canada) | Director | 2013–2017 | Board service for Canadian operations of The Travelers Companies, Inc. |
| Mount Holyoke College | Trustee; Vice Chair of the Board | Trustee 2005–2015; Vice Chair 2011–2015 | Board leadership at major academic institution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Governance role at leading healthcare institution |
| The John A. Hartford Foundation | Trustee; Chair (former) | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on improving care of older adults |
Board Governance
- Independence: All nominees and continuing Board Members, including Wolff, are not “interested persons” under the Investment Company Act and have never been employees or directors of TIAA/Nuveen or any affiliate; they are deemed Independent Board Members .
- Committee Memberships:
- Audit Committee: Member; committee comprises Independent Board Members and meets NYSE/NASDAQ, Section 10A, and SEC standards. Financial expert designations are held by Moschner, Nelson, Starr, and Young (Wolff not designated) .
- Nominating & Governance Committee: Member; committee is entirely independent; chaired by Robert L. Young .
- Investment Committee: Member; committee oversees fund performance and investment risk; co-chaired by Boateng and Lancellotta .
- Closed-End Fund Committee: Member; oversight of premiums/discounts, leverage, distributions, and potential discount mitigation actions; chaired by Moschner .
- Attendance: Each Board Member attended 75% or more of Board and committee meetings during the last fiscal year .
- Election/Terms: Wolff stands for election across multiple funds, including preferred-shareholder elections where applicable; for funds without preferred shares she is a Class I nominee to 2028, and for funds with preferred shares to 2026 .
Fixed Compensation
| Component | Amount | Effective Date/Notes |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2024 |
| Committee membership – Audit | $30,000 → $35,000 | Increased Jan 1, 2025 |
| Committee membership – Compliance/Risk/Regulatory | $30,000 → $35,000 | Increased Jan 1, 2025 |
| Committee membership – Investment | $20,000 → $30,000 | Increased Jan 1, 2025 |
| Committee membership – Dividend; Nominating & Governance; Closed-End Fund | $20,000 → $25,000 | Increased Jan 1, 2025 |
| Chair/Co-Chair of Board | $140,000 → $150,000 | Increased Jan 1, 2025 (Board Chair/Co-Chair; Wolff is not Chair) |
| Committee Chair – Audit; Compliance/Risk/Regulatory | $30,000 → $35,000 | Increased Jan 1, 2025 |
| Committee Chair – Investment | $20,000 → $30,000 | Increased Jan 1, 2025 |
| Committee Chair – Dividend; Nominating & Governance; Closed-End Fund | $20,000 → $25,000 | Increased Jan 1, 2025 |
| Ad hoc meeting fee | $1,000 or $2,500 per meeting | Based on length/immediacy |
| Special assignment committee fees | Chair $1,250/quarter; Members $5,000/quarter | Starting levels |
| Deferred Compensation Plan | Available | Elect to defer fees into fund-equivalent accounts; distributions lump sum or 2–20 years |
- Program shift: Prior to Jan 1, 2024, compensation was largely per-meeting (e.g., $210,000 base + meeting fees), replaced by higher fixed retainers and committee retainers from 2024 onward .
Performance Compensation
- No performance-based compensation (bonuses, PSUs/options, ESG metrics) is disclosed for directors of the Nuveen funds; compensation consists of retainers, committee fees, and meeting fees, with an optional deferred compensation plan .
Other Directorships & Interlocks
| Company/Institution | Type | Current/Prior | Notes |
|---|---|---|---|
| Travelers Insurance Co. of Canada; The Dominion of Canada General Insurance Co. | Public company subsidiaries (Canada) | Prior (2013–2017) | Part of Travelers Canada (The Travelers Companies, Inc.) |
| New York-Presbyterian Hospital | Non-profit | Current (since 2005) | Trustee |
| The John A. Hartford Foundation | Non-profit | Current (since 2004) | Trustee; former Chair 2015–2022 |
| Mount Holyoke College | Academic | Prior (2005–2015) | Trustee; Vice Chair 2011–2015 |
- No interlocks or related-party transactions involving Wolff are disclosed in the proxy; audit committee independence and pre-approval policies are robust across funds .
Expertise & Qualifications
- M&A and corporate governance expertise from decades at Skadden, with board advisory on fiduciary duties and complex transactions .
- Non-profit board leadership (Chair, trustee roles) indicating governance depth and stakeholder oversight capability .
- Independent status and service across 218 portfolios in the Nuveen/TIAA fund complex, signaling broad fund governance exposure .
Equity Ownership
| Metric | NMS (Minnesota Municipal) | Aggregate across family of investment companies |
|---|---|---|
| Dollar range of equity securities | $0 | Over $100,000 |
| Shares beneficially owned (as of Dec 31, 2024) | 0 | Group of Board Members/officers: less than 1% of outstanding shares in each fund; each individual Director: less than 1% (as of Feb 18, 2025) |
| Deferred fees (Participating Funds) | $211 (deferred compensation payable) | See fund-by-fund deferred amounts; Wolff participates in deferral program |
- Ownership guideline: Boards expect each Board Member to invest at least the equivalent of one year of compensation in funds in the Fund Complex; the aggregate range reported (“Over $100,000”) is top-coded, so exact compliance cannot be assessed from disclosed ranges .
Director-Level Compensation Received from Funds
| Fund | Margaret L. Wolff – Aggregate Compensation (last fiscal year) |
|---|---|
| Minnesota Municipal (NMS) | $437 |
| Total across funds in the complex | $535,644 |
- Deferred fees by fund (illustrative): Minnesota Municipal $211; numerous other fund-specific deferred amounts disclosed, indicating active use of deferral elections .
Governance Assessment
- Strengths: Independent status; broad committee engagement (Audit, Nominating & Governance, Investment, Closed-End Fund), attendance at or above 75%, and extensive governance/legal expertise from Skadden tenure support board effectiveness .
- Alignment: While Wolff reports $0 holdings in NMS and 0 shares owned in NMS specifically, she reports “Over $100,000” aggregate holdings across the family of investment companies; the board’s ownership guideline encourages investing at least one year’s compensation across the complex, but disclosed ranges do not permit a definitive compliance assessment .
- Compensation structure: The 2024 shift from per-meeting fees to higher fixed retainers plus committee retainers increases predictability and may reduce direct pay-for-attendance incentives; however, it’s a standard modernization across Nuveen funds, with continued ad hoc/assignment fees maintaining flexibility .
- Potential conflicts/RED FLAGS: No related-party transactions or pledging/hedging disclosures involving Wolff are reported; audit independence and pre-approval controls are emphasized, and she is not designated as an audit committee financial expert, though she serves as a member. Noted as a non-red-flag status from available disclosures .