Margaret L. Wolff
About Margaret L. Wolff
Independent Board Member of Nuveen Variable Rate Preferred & Income Fund (NPFD) since 2016; year of birth 1955; J.D. Case Western Reserve University School of Law; B.A. Mount Holyoke College. Retired Skadden, Arps M&A lawyer with 30+ years advising boards on corporate, securities, fiduciary and governance matters; current nonprofit trustee roles; previously served on Canadian subsidiaries of Travelers Companies. Independent (not an “interested person” of the Funds or Nuveen/TIAA) and one of the two Board Members elected by holders of NPFD Preferred Shares.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Of Counsel, M&A Group | 2005–2014 | Advised boards and senior management on governance, shareholder, fiduciary, regulatory and strategic matters |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Governance oversight at Canadian operations of Travelers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Board of Trustees | Since 2005 | Trustee |
| The John A. Hartford Foundation | Board of Trustees; Chair (former) | Since 2004; Chair 2015–2022 | Philanthropy dedicated to improving care of older adults |
| Mount Holyoke College | Board of Trustees; Vice Chair (former) | 2005–2015; Vice Chair 2011–2015 | Higher education governance |
Board Governance
- Independence: All NPFD Board Member nominees and current Board Members are not “interested persons” of the Funds or Adviser; deemed Independent Board Members.
- Election by Preferred shareholders: Wolff is one of two Board Members nominated for election by holders of NPFD Preferred Shares, voting separately as a single class.
- Committee assignments:
- Chair: Compliance, Risk Management and Regulatory Oversight Committee.
- Member: Audit Committee (NYSE/NASDAQ independent; oversees valuation and financial reporting).
- Member: Nominating and Governance Committee.
- Member: Investment Committee.
- Member: Closed-End Fund Committee.
- Attendance: Each Board Member attended at least 75% of Board and relevant committee meetings in the last fiscal year.
- NPFD meeting cadence (FY ended July 31, 2024): Regular Board 5; Special Board 8; Executive Committee 8; Dividend 8; Compliance 6; Audit 14; Nominating & Governance 5; Investment 4; Closed-End Fund 4.
Fixed Compensation
- Structure (effective Jan 1, 2024; updated amounts effective Jan 1, 2025):
- Annual retainer for Independent Board Members: $350,000.
- Committee membership retainers per year (2024 → 2025): Audit: $30,000 → $35,000; Compliance: $30,000 → $35,000; Investment: $20,000 → $30,000; Dividend/Nominating/Closed-End: $20,000 → $25,000.
- Chair retainers per year (2024 → 2025): Board Chair: $140,000 → $150,000; Audit/Compliance Chair: $30,000 → $35,000; Investment Chair: $20,000 → $30,000; Dividend/Nominating/Closed-End Chair: $20,000 → $25,000.
- Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committee quarterly fees start at $1,250 (chair/co-chair) and $5,000 (members).
- No retirement or pension plans; optional Deferred Compensation Plan to mirror investment in eligible Nuveen funds.
- NPFD-specific compensation paid to Wolff (last fiscal year): $2,592 (allocated among Funds; NPFD fiscal year end July 31, 2024).
| Item | Amount | Notes |
|---|---|---|
| NPFD aggregate compensation to Wolff (FY last) | $2,592 | NPFD fiscal year ended July 31, 2024 |
| Complex-wide total compensation to Wolff (calendar 2024) | $535,644 | Allocated across Nuveen Funds based on net assets |
Performance Compensation
- Independent Board Members are compensated via retainers and meeting fees; no performance-based bonuses, stock awards, options, PSUs or disclosed performance metrics for director pay.
| Performance-linked element | Status |
|---|---|
| Annual/target bonus | Not disclosed/applicable for directors |
| Equity awards (RSUs/PSUs/options) | Not disclosed/applicable; director pay detailed only as retainers and fees |
| Pay metrics (revenue/EBITDA/TSR/ESG) | Not disclosed/applicable for directors |
Other Directorships & Interlocks
| Company/Organization | Role | Current/Prior | Potential interlock/conflict |
|---|---|---|---|
| Travelers Canada subsidiaries | Director | Prior (2013–2017) | No current role; not an NPFD service provider |
| New York-Presbyterian Hospital | Trustee | Current | Nonprofit; no fund conflicts disclosed |
| The John A. Hartford Foundation | Trustee; former Chair | Current | Nonprofit; no fund conflicts disclosed |
| Mount Holyoke College | Trustee; former Vice Chair | Prior | Academic; no fund conflicts disclosed |
Expertise & Qualifications
- Corporate governance and board advisory expertise from 30+ years in M&A legal practice (Skadden).
- Regulatory and fiduciary acumen; experience advising boards on complex U.S./international governance issues.
- Education: B.A. Mount Holyoke; J.D. Case Western Reserve University.
- Serves across the Nuveen Fund Complex; oversees 218 portfolios.
Equity Ownership
- Governance principle: Each Board Member is expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in funds in the Fund Complex.
- Beneficial ownership ranges (as of Dec 31, 2024):
- NPFD (Variable Rate Preferred & Income): Dollar Range $0; shares owned 0; ownership <1% of outstanding.
- Aggregate holdings across registered investment companies overseen: “Over $100,000.”
- Deferred compensation allocations (illustrative NPFD line): NPFD deferred fees total $1,625.
| Metric | NPFD | Complex-wide |
|---|---|---|
| Dollar range of equity securities | $0 | Over $100,000 |
| Shares owned | 0 | Not itemized; aggregate range only |
| Ownership % of NPFD | <1% | N/A |
Governance Assessment
- Strengths:
- Independent status; no employment ties to Nuveen/TIAA or affiliates.
- Significant governance/legal expertise; chairs Compliance Committee; serves on Audit, Nominating & Governance, Investment, and Closed-End Fund Committees—indicates deep engagement on controls, risk oversight, valuation, and performance.
- Attendance at least 75%+ of meetings; NPFD maintains robust committee activity (e.g., 14 Audit meetings), suggesting substantive oversight cadence.
- Potential risks/RED FLAGS:
- $0 direct beneficial ownership in NPFD as of Dec 31, 2024; while aggregate complex holdings are “Over $100,000,” NPFD-specific ownership alignment is limited.
- Director is elected by Preferred shareholders (separate class voting); alignment considerations may differ between preferred and common holders, though independence is maintained.
- Compensation structure signals:
- Shift to higher fixed retainers effective 2024/2025 (cash-based), with no disclosed performance-linked components for directors; alignment relies on ownership guideline and optional deferred compensation.
Overall, Wolff brings seasoned governance and compliance leadership to NPFD’s unitary board with strong committee presence; investors should note NPFD-specific ownership is $0 and that her election pathway is via preferred shareholders, while independence and engagement metrics are solid.