Margaret Wolff

About Margaret L. Wolff

Margaret L. Wolff (born 1955) is an Independent Board Member of the Nuveen closed‑end funds complex, serving on the Nuveen New York municipal funds’ boards since 2016. She retired from Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after 30+ years in the M&A group, advising boards and senior management on governance, fiduciary, regulatory and strategic matters; she holds a B.A. from Mount Holyoke College and a J.D. from Case Western Reserve University School of Law . Her current term classifications and election cycles vary by fund class; for New York Value (NNY) she is designated Class I, last elected August 5, 2022, and is a nominee in 2025 for a term expiring at the 2028 annual meeting .

Past Roles

External Roles

Board Governance

• Independence: Wolff and all nominees are “Independent Board Members” under the 1940 Act and have never been employees or directors of TIAA or Nuveen or their affiliates .
• Committee assignments:
  • Chair, Compliance, Risk Management and Regulatory Oversight Committee (Compliance Committee) .
  • Member, Audit Committee .
  • Member, Closed‑End Fund Committee .
  • Member, Nominating & Governance Committee .
  • Member, Investment Committee .
• Attendance: Each Board Member (including Wolff) attended at least 75% of Board and applicable committee meetings during the last fiscal year .
• Election mechanics and terms: For NNY and related New York municipal funds, Wolff is Class I; she was last elected August 5, 2022, and is a 2025 nominee with a term expiring at the 2028 annual meeting (common and preferred share election structures apply by fund) .

NNY Board and Committee Meeting Counts

Fixed Compensation

• Structure effective Jan 1, 2025:
  • Annual retainer: $350,000 for Independent Board Members .
  • Committee membership retainers: $35,000 (Audit; Compliance), $30,000 (Investment), $25,000 (Dividend; Nominating & Governance; Closed‑End) .
  • Chair retainers: $150,000 (Board Chair); $35,000 (Audit Chair; Compliance Chair); $30,000 (Investment Committee Chair/Co‑Chair); $25,000 (Dividend; Nominating & Governance; Closed‑End Committee Chairs) .
  • Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committee fees: Chair/Co‑Chair quarterly from $1,250; members quarterly from $5,000 .
• Structure prior to 2024 (calendar year 2023) relied on per‑meeting fees plus lower annual retainer ($210,000) and smaller chair retainers; transitioned in 2024 toward higher retainers with fewer per‑meeting fees .

NNY Compensation Received by Wolff

Deferred Compensation (book reserve, fund‑linked)

Deferred Compensation Plan credits a notional account as if invested in designated Nuveen funds; distributions elected in lump sum or over 2–20 years; no pension plan exists for directors .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• M&A, governance and fiduciary advisory expertise from 30+ years at Skadden, Arps .
• Legal education (J.D., Case Western) and liberal arts foundation (B.A., Mount Holyoke) .
• Board leadership experience (Chair at John A. Hartford Foundation; Vice Chair at Mt. Holyoke) .
• Risk/compliance oversight expertise evidenced by current role as Compliance Committee Chair .

Equity Ownership

• Ownership guidelines: Board Members are expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in funds across the Fund Complex (disclosed as a governance principle; individual compliance not quantified in proxy) .
• Pledging/hedging: No pledging or hedging of fund shares is disclosed in the proxy tables for Wolff; individual beneficial holdings in each fund are less than 1% of outstanding shares .

Governance Assessment

• Committee leadership and oversight: As Compliance Committee Chair and Audit Committee member, Wolff is directly engaged in risk, valuation, compliance and financial reporting oversight, indicating strong governance focus and independent challenge (Audit Committee also oversees auditor independence; PwC appointed for current fiscal year) .
• Independence and attendance: Independent status affirmed, with at least 75% attendance across Board/committee meetings—a baseline indicator of engagement .
• Compensation structure signals: Shift from per‑meeting fees (2023) to higher fixed retainers (2024–2025) may enhance predictability but reduces direct meeting‑based at‑risk pay; chair retainers reward leadership roles (Compliance Chair $35,000) .
• Alignment: Wolff reports zero direct share ownership in NNY and other New York municipal funds individually, while reporting “Over $100,000” aggregate holdings across the fund family via direct or deferred means; investor alignment at the single‑fund level may be perceived as limited, though complex‑wide investment meets the board’s stated principle in concept without exact quantification disclosed .
• Conflicts/related parties: Proxy materials do not disclose related‑party transactions involving Wolff; directors are independent and not affiliated with adviser/parent (Nuveen/TIAA) . No director‑level tax gross‑ups, severance, or change‑of‑control provisions are disclosed for Independent Board Members .
• Shareholder interaction: Wolff stands for election via fund class structures; preferred shareholders elect certain directors annually—her involvement across classes shows broad accountability to different shareholder cohorts .

RED FLAGS: None explicitly disclosed regarding related‑party transactions, pledging/hedging, legal proceedings or option repricing for Wolff in the proxy; note that individual fund share ownership is zero for NNY and other New York municipal funds, which some investors may scrutinize for fund‑specific alignment, counterbalanced by aggregate complex‑wide investment expectations .