Margaret Wolff
About Margaret L. Wolff
Margaret L. Wolff is an Independent Board Member of Nuveen Core Plus Impact Fund (NPCT) and has served in the Nuveen fund complex since 2016; she was born in 1955 and is a former Skadden, Arps M&A lawyer (Of Counsel, 2005–2014) focusing on corporate governance, fiduciary and strategic matters . For NPCT (a fund with preferred shares outstanding), Wolff stands for election by holders of Preferred Shares with a term expiring at the next annual meeting; she is a current nominee for the 2025 meeting and previously was elected by Preferred shareholders in 2023 . She is independent under the Investment Company Act and has never been an employee or director of TIAA, Nuveen, or affiliates . Education: B.A., Mount Holyoke College; J.D., Case Western Reserve University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Of Counsel, M&A Group | 2005–2014 | Advised boards/senior management on U.S. and international corporate, securities, regulatory, governance and fiduciary issues |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Board service at major healthcare institution |
| The John A. Hartford Foundation | Trustee; former Chair | Since 2004; Chair 2015–2022 | Philanthropy focused on improving care of older adults |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company | Director | 2013–2017 | Subsidiaries of Travelers Canada (The Travelers Companies, Inc. Canadian operations) |
| Mount Holyoke College | Trustee; former Vice Chair | 2005–2015; Vice Chair 2011–2015 | Higher education governance |
Board Governance
- Independence: All NPCT nominees and current trustees, including Wolff, are “Independent Board Members” (not “interested persons”) and have never been employees/directors of TIAA, Nuveen or affiliates .
- Election/Term at NPCT: Elected by holders of Preferred Shares, voting separately, to one‑year terms; Wolff is a current nominee for 2025 and previously elected April 12, 2024 cycle (for other funds) and May 8, 2023 at NPCT by preferred holders .
- Committee assignments (current):
- Compliance, Risk Management & Regulatory Oversight Committee — Chair
- Audit Committee — Member
- Nominating & Governance Committee — Member
- Investment Committee — Member
- Closed‑End Fund Committee — Member
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Board/Committee workload (NPCT last fiscal year meeting counts):
- Regular Board: 5; Special Board: 9; Executive: 5; Dividend: 10; Compliance: 5; Audit: 14; Nominating & Governance: 5; Investment: 4; Closed‑End: 4 .
- Board leadership: Independent Chair of the Board is Robert L. Young; the Board employs a unitary structure across Nuveen funds .
Fixed Compensation
| Element | 2024 Terms | 2025 Terms | Source |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | $350,000 (unchanged) | |
| Audit Committee membership retainer | $30,000 | $35,000 | |
| Compliance, Risk Mgmt & Regulatory Oversight membership retainer | $30,000 | $35,000 | |
| Investment Committee membership retainer | $20,000 | $30,000 | |
| Dividend, Nominating & Governance, Closed‑End membership retainer | $20,000 | $25,000 | |
| Board Chair additional retainer (if applicable) | $140,000 | $150,000 | |
| Committee Chair additional retainers | $20,000–$30,000 (by committee) | $25,000–$35,000 (by committee) | |
| Ad hoc meeting fee | $1,000 or $2,500 (length/immediacy dependent) | Same | |
| Special assignment committee fees | Chair/co‑chair: quarterly starting at $1,250; members: quarterly starting at $5,000 | Same | |
| Deferred Compensation Plan | Directors may elect to defer fees into notional investments in eligible Nuveen funds; distributions in lump sum or over 2–20 years | Same |
| NPCT-Specific Compensation to Wolff (last fiscal year) | Amount |
|---|---|
| Aggregate compensation from NPCT | $1,661 |
| Total compensation from funds in the Nuveen fund complex | $535,644 |
| Deferred fees elected (illustrative amounts by fund; see table) | Deferred amounts reported across multiple funds, e.g., Core Equity Alpha $254; Core Plus Impact $591; Credit Strategies $1,970; S&P Buy‑Write $1,678; etc. (per‑fund detail in proxy) |
Notes:
- Funds do not have retirement or pension plans for directors; compensation is in cash retainers/fees, optionally deferred .
- Officers (not directors) are unpaid by funds; CCO compensation paid by Adviser with Board input .
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance-linked metrics in director pay (e.g., revenue growth, EBITDA, TSR, ESG) | None disclosed for Independent Board Members; program consists of fixed cash retainers/fees with optional deferral into fund investments |
| Stock/Option/Equity awards | None disclosed for Independent Board Members |
| Clawbacks, change‑of‑control, severance for directors | Not disclosed/applicable to Independent Board Members in proxy |
Other Directorships & Interlocks
| Type | Company/Organization | Role | Status |
|---|---|---|---|
| Non‑profit/Healthcare | New York‑Presbyterian Hospital | Trustee | Current |
| Philanthropy | The John A. Hartford Foundation | Trustee; former Chair (2015–2022) | Current/Former Chair |
| Higher Education | Mount Holyoke College | Trustee; Vice Chair (2011–2015) | Former |
| Insurance (Canada) | Travelers Canada subsidiaries | Director | 2013–2017 (Former) |
- No current U.S. public company directorships are disclosed for Wolff in the past five years section of the proxy .
Expertise & Qualifications
- Governance/M&A: 30+ years in corporate law, advising boards/senior management on governance, fiduciary, regulatory and strategic matters (Skadden M&A) .
- Compliance & Risk Oversight: Chair of the Compliance, Risk Management & Regulatory Oversight Committee across the Nuveen funds, with mandate over compliance programs, liquidity/derivatives risk, leverage structure risk, and oversight of the CCO’s reports .
- Audit oversight experience: Member of Audit Committee; SEC‑designated “audit committee financial experts” include Moschner, Nelson, Starr, and Young (Wolff not designated) .
- Nominating/Governance and Investment oversight: Member of both committees with responsibilities for board composition/rotation and oversight of fund performance/investment risks .
Equity Ownership
| Measure | Disclosure |
|---|---|
| NPCT (Core Plus Impact) shares beneficially owned | 0 shares |
| Beneficial ownership as % of fund | Each Board Member individually owned <1% of outstanding shares of each fund as of record date |
| Dollar range in NPCT (and each listed Nuveen fund) | $0 in each listed fund for Wolff |
| Aggregate dollar range across “family of investment companies” | Over $100,000 for Wolff |
| Ownership guidelines | Board governance principle expects each Board Member to invest at least the equivalent of one year of compensation in funds in the Fund Complex (directly or on a deferred basis) |
| Deferred compensation | Wolff has deferred compensation balances allocated among various funds (per‑fund deferral amounts shown in proxy) |
Governance Assessment
- Positives:
- Independence and tenure: Independent since 2016 with deep governance/M&A background; never employed by TIAA/Nuveen affiliates .
- Committee influence: Chairs Compliance & Risk Committee and serves on Audit, Nominating & Governance, Investment, and Closed‑End Fund Committees—positions that provide meaningful oversight of risk, valuation, governance, and performance .
- Engagement: Board reports that all trustees met ≥75% attendance; NPCT had a robust cadence of Audit (14) and other committee meetings in the last fiscal year, indicating substantive oversight workload .
- No related‑party holdings disclosed for Wolff in the affiliated‑adviser companies table (others are listed), reducing perceived conflicts from cross‑holdings .
- Watch items:
- Ownership alignment: Wolff reported $0 direct beneficial ownership in NPCT (and other listed Nuveen funds) as of 12/31/2024, though aggregate family holdings are “Over $100,000” and directors are expected to hold at least one year’s compensation across the complex; investors focusing on single‑fund alignment may prefer direct NPCT holdings .
- Election by preferred shareholders: At NPCT, two trustees (including Wolff) are elected solely by holders of Preferred Shares to one‑year terms; while standard for funds with preferred stock, some common shareholders may view this as an additional layer between their vote and these seats .
- Compensation step‑up: Board cash retainer increased to $350,000 beginning 2024 with higher committee retainers in 2025; while consistent with expanded workload, rising fixed cash may draw scrutiny if fund performance or discounts lag .
Notes on Regulatory/Process
- Section 16(a) compliance: Funds state trustees, officers, Adviser, and affiliates complied with filing requirements during the last fiscal year .
- Auditor oversight and valuation: Audit Committee (including Wolff as member) oversees independent auditors, valuation policies, and financial reporting quality; financial expert designees are identified separately .