Margaret Wolff
About Margaret L. Wolff
Independent director of Nuveen Municipal High Income Opportunity Fund (NMZ) since 2016; born 1955; BA Mt. Holyoke College and JD Case Western Reserve University School of Law; retired Skadden Arps M&A lawyer (over 30 years) with deep board advisory, governance, fiduciary and strategic counsel experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP (M&A Group) | Of Counsel | 2005–2014 | Advised boards/senior management on corporate, securities, regulatory, governance, shareholder and fiduciary matters |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Board member of Canadian subsidiaries of The Travelers Companies, Inc. |
| Mt. Holyoke College | Trustee; Vice Chair of Board | Trustee 2005–2015; Vice Chair 2011–2015 | Governance leadership at a major academic institution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Long-standing healthcare governance role |
| The John A. Hartford Foundation | Trustee; Chair (former) | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on care of older adults |
Board Governance
- Independence: NMZ’s board members, including Wolff, are “Independent Board Members” (not “interested persons” under the 1940 Act; never employees/directors of TIAA/Nuveen or affiliates) .
- Committees: Member, Audit Committee (chair: John K. Nelson) ; Member, Closed-End Fund Committee (chair: Albin F. Moschner); committee oversees discounts/premiums, leverage and distribution policies in Nuveen closed-end funds .
- Attendance: Each Board Member attended at least 75% of Board/committee meetings in the last fiscal year .
- Election/class: For NMZ (Municipal High Income), holders of Preferred Shares elect two board members; Wolff is a nominee on the preferred ballot for 2025; last elected by preferred holders August 8, 2024; Class I for certain funds; Class III at Municipal Income; joined the Board in 2016 .
- Audit Committee financial expert: Designations include Boateng, Nelson, Starr, Young; Wolff is a member but not designated as the “financial expert” .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (effective Jan 1, 2025) | $350,000 | Applies to Independent Board Members |
| Audit Committee membership retainer (2025) | $35,000 | Wolff is an Audit Committee member |
| Closed-End Fund Committee membership retainer (2025) | $25,000 | Wolff is a member |
| Ad hoc meeting fees | $1,000 or $2,500 per meeting | Based on length/immediacy |
| Chair premiums (for reference; Wolff not chair) | $150,000 (Board Chair); $35,000 (Audit/Compliance Chairs); $25,000 (Closed-End/Dividend/Nominating Chairs); $30,000 (Investment Chair) | Chair retainers only if applicable |
| Prior structure (CY2023) | $210,000 annual retainer + per-meeting fees | Detailed per-meeting fee levels by committee; Board Chair $140,000; committee chairs $20,000 |
| Prior structure (pre-2025) | $350,000 retainer + committee retainers ($30k Audit/Compliance; $20k Investment; $20k Dividend/Nominating/Closed-End) | Immediately before 2025 increases to $35k/$30k/$25k |
| NMZ-specific aggregate compensation (FY Oct 31, 2024) | $5,080 | Compensation from NMZ to Wolff |
| Total compensation from Nuveen fund complex (latest table) | $535,644 | Aggregate total across funds for Wolff |
Performance Compensation
| Metric/Instrument | Disclosure |
|---|---|
| Performance-linked cash (bonus/targets) | Not disclosed; Independent Directors paid fixed retainers and committee fees; funds have no employees |
| Equity awards (RSUs/PSUs/options) | Not disclosed for directors; compensation is cash retainers/fees; deferred compensation plan available |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Period |
|---|---|---|---|
| Travelers Canada (Travelers Insurance Co. of Canada; The Dominion of Canada General Insurance Co.) | Director | Not specified | 2013–2017 |
- Potential interlocks/conflicts: None disclosed with TIAA/Nuveen; all board members, including Wolff, are independent and have never been employees/directors of TIAA/Nuveen .
Expertise & Qualifications
- Over 30 years in M&A legal practice, advising boards on governance, fiduciary duties, securities, regulatory and strategic issues .
- Education: BA Mt. Holyoke; JD Case Western Reserve .
- Nonprofit governance depth: NY-Presbyterian trustee since 2005; John A. Hartford Foundation trustee since 2004; former chair 2015–2022 .
Equity Ownership
| Item | NMZ (Municipal High Income Opportunity Fund) | Evidence |
|---|---|---|
| Beneficial shares owned | 0 | As of May 31, 2025 |
| Common shares outstanding (NMZ) | 115,101,107 | As of record date June 20, 2025 |
| Ownership % of NMZ common | 0.00% | Derived from 0 / 115,101,107 |
| Dollar range in NMZ | $0 | Appendix A dollar range shows $0 for NMZ |
| Aggregate dollar range across all Nuveen registered investment companies overseen | Over $100,000 | Ownership guideline context below |
| Deferred compensation balance (NMZ-specific) | $1,851 | Deferred fees for NMZ (Municipal High Income) attributable to Wolff |
| Ownership guideline | Expected to invest at least one year of compensation in Fund Complex (directly or deferred) | Board governance principle; compliance by individual not explicitly disclosed |
| Pledged/hedged shares | Not disclosed | No pledging/hedging disclosure found in proxy |
Governance Assessment
- Strengths: Independent status; consistent committee engagement (Audit; Closed-End Fund); attendance ≥75% in the last fiscal year; substantial governance and fiduciary expertise from Skadden M&A tenure; long-standing nonprofit board leadership .
- Alignment: Direct NMZ holdings are zero, but aggregate holdings across the Nuveen complex are “Over $100,000”; participation in the deferred compensation plan (with NMZ-specific deferral) indicates some alignment via fund-linked deferrals. Individual guideline compliance (≥ one year compensation) is not determinable from disclosed ranges .
- Oversight quality: Audit Committee membership (though not designated the financial expert), plus Closed-End Fund Committee role that directly addresses discounts/premiums, leverage, distribution policy and market dynamics in Nuveen closed-end funds .
- Red flags: No related-party transactions, loans, or TIAA/Nuveen affiliation disclosed; zero direct NMZ share ownership may be viewed as a modest alignment gap absent fuller disclosure of deferred account values; no performance-linked director pay (common for funds) .
Overall, Wolff brings seasoned governance and M&A acumen, serves on high-impact committees, and maintains independence. Key watch items are continued monitoring of complex-wide ownership under the board’s investment guideline and sustained Audit/Closed-End oversight on discount management and leverage practices .