Margaret L. Wolff
About Margaret L. Wolff
Independent trustee of Nuveen Virginia Quality Municipal Income Fund (NPV) since 2016; year of birth 1955. Former Skadden, Arps M&A lawyer (Of Counsel 2005–2014) with extensive board advisory experience on governance, fiduciary and strategic matters. 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, Mergers & Acquisitions Group | 2005–2014 | Advised boards and senior management on governance, fiduciary, regulatory and strategic matters |
| Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Subsidiaries of The Travelers Companies, Inc. |
| Mount Holyoke College | Trustee; Vice Chair of the Board | Trustee 2005–2015; Vice Chair 2011–2015 | Board leadership responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York‑Presbyterian Hospital | Trustee | Since 2005 | Healthcare nonprofit governance |
| The John A. Hartford Foundation | Trustee; former Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on improving care for older adults |
Board Governance
- Independence: All fund board members, including Wolff, are “Independent Board Members” (not “interested persons” of the Funds or the Adviser/Nuveen/TIAA, and never employees of TIAA/Nuveen) .
- Election/class: For funds with preferred shares (including NPV), Wolff serves as a Board Member elected annually by holders of Preferred Shares and is a nominee for a term expiring at the next annual meeting; for funds without preferred shares, she is a Class I nominee for a term expiring at the 2028 annual meeting .
- Committee assignments (NPV board complex):
- Chair: Compliance, Risk Management & Regulatory Oversight Committee (CRMR) .
- Member: Audit Committee (not designated as an “audit committee financial expert”) ; Nominating & Governance Committee ; Investment Committee ; Closed‑End Fund Committee .
- Attendance: Each Board Member attended ≥75% of board and applicable committee meetings in the last fiscal year .
- Meeting cadence (NPV last fiscal year): Regular Board 5; Special Board 8; Executive Committee 8; Dividend Committee 10; CRMR 6; Audit 15; Nominating & Governance 5; Investment 4; Closed‑End Fund 4 .
Fixed Compensation
Compensation structure (Independent Board Members)
| Component | 2023 (through Dec 31, 2023) | 2024 | 2025 (as of Jan 1, 2025) |
|---|---|---|---|
| Annual retainer (Board Member) | $210,000 | $350,000 | $350,000 |
| Audit Committee membership retainer | $2,500 per meeting (committee meeting fee) | $30,000 | $35,000 |
| CRMR Committee membership retainer | $5,000 per meeting (CRMR meeting fee) | $30,000 | $35,000 |
| Investment Committee membership retainer | $2,500 per meeting | $20,000 | $30,000 |
| Dividend/Nominating/Closed‑End membership retainer | $1,250 per meeting (Dividend); $500 per meeting (others) | $20,000 each | $25,000 each |
| Board Chair additional retainer | $140,000 | $140,000 | $150,000 |
| Committee Chair additional retainer (Audit, CRMR) | $20,000 | $30,000 | $35,000 |
| Committee Chair additional retainer (Investment) | $20,000 | $20,000 | $30,000 |
| Committee Chair additional retainer (Dividend, Nominating, Closed‑End) | $20,000 | $20,000 | $25,000 |
| Ad hoc/Special assignment fees | Special/Ad hoc per‑meeting fees determined by chair | $1,000 or $2,500 per ad hoc meeting; special assignment quarterly fees (chair starting at $1,250; members starting at $5,000) | Same as 2024 |
Actual compensation received (most recent fiscal year, by fund)
| Fund | Aggregate Compensation to Wolff (USD) |
|---|---|
| NPV (Virginia Municipal) | $1,242 |
| Total from funds in the Fund Complex | $535,644 |
Deferred compensation elections (book‑entry, NAV‑linked)
| Fund | Deferred Fees Credited to Wolff (USD) |
|---|---|
| NPV (Virginia Municipal) | $598 |
Notes: The Nuveen funds have no retirement/pension plans for directors; a deferred compensation plan is available, credited to a notional account invested in eligible Nuveen funds with distributions in lump sum or over 2–20 years . Officers receive no compensation from the funds; CCO compensation is paid by the Adviser with Board oversight .
Performance Compensation
- No performance‑based bonuses, options, PSUs/RSUs or TSR‑linked awards for Independent Board Members are disclosed; compensation is retainers plus committee/meeting fees and chair fees, with optional fee deferral .
- No performance metrics (revenue, EBITDA, TSR, ESG, etc.) tied to director pay are disclosed .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Dates |
|---|---|---|---|
| New York‑Presbyterian Hospital | Non‑profit | Trustee | Since 2005 |
| The John A. Hartford Foundation | Non‑profit | Trustee; Chair (former) | Trustee since 2004; Chair 2015–2022 |
| Travelers Canada (subsidiaries of The Travelers Companies, Inc.) | Corporate | Director | 2013–2017 |
| Mount Holyoke College | Academic | Trustee; Vice Chair | Trustee 2005–2015; Vice Chair 2011–2015 |
No related‑party security holdings for Ms. Wolff are listed in the proxy’s disclosure of Board Members owning securities in companies advised by affiliates (the only entries disclosed pertain to another trustee) .
Expertise & Qualifications
- Former senior M&A counsel advising boards on U.S. and international corporate, securities, regulatory and governance matters; extensive fiduciary and boardroom experience .
- Current Chair of the Compliance, Risk Management & Regulatory Oversight Committee; member of Audit, Nominating & Governance, Investment, and Closed‑End Fund committees, aligning with governance, compliance, risk and oversight expertise .
- Year of birth 1955; service on Nuveen fund boards since 2016 .
- Education: B.A. Mount Holyoke; J.D. Case Western Reserve .
Equity Ownership
| Measure | Value |
|---|---|
| NPV (Virginia Municipal) shares owned | 0 shares as of Dec 31, 2024 |
| Dollar range in NPV | $0 as of Dec 31, 2024 |
| Aggregate dollar range across all registered investment companies overseen | Over $100,000 |
| Individual ownership as % of any fund | Each Board Member held <1% of the outstanding shares of each fund as of Feb 18, 2025 |
| Ownership guideline | Board expects each Board Member to invest at least the equivalent of one year of compensation in funds in the Fund Complex (directly or deferred) |
Governance Assessment
Key positives
- Independence and structure: Fully independent trustee body; independent Board Chair; robust committee architecture with Wolff chairing compliance/risk oversight—favorable for investor protection .
- Engagement: ≥75% attendance threshold met; NPV had frequent committee activity (e.g., 15 Audit; 6 CRMR meetings), indicating active oversight cadence .
- Compliance: Section 16(a) filing compliance reported for trustees and officers; no delinquent filings disclosed .
- Conflicts: No related‑party securities/transactions disclosed for Wolff; none listed in affiliated‑adviser holdings table for her .
Watch items / potential red flags
- Alignment at fund level: $0 direct ownership in NPV may be viewed as weaker “skin‑in‑the‑game” for this specific fund, although aggregate holdings across the complex exceed $100,000 and fee deferrals are used (NPV deferred fees: $598) .
- Pay structure shift: In 2024–2025, compensation migrated from per‑meeting fees to higher fixed retainers and higher committee membership/chair retainers (e.g., Board retainer to $350k; several membership retainers rising again in 2025). This raises fixed pay and may marginally decouple compensation from workload, though ad‑hoc fees persist .
Overall implication
- Wolff brings heavyweight governance and legal expertise to the board and leads compliance/risk oversight, a net positive for board effectiveness. Lack of fund‑specific share ownership is a modest alignment concern offset by aggregate complex‑level holdings and a deferred compensation program tied to fund NAVs .
Appendix: Committee Membership Snapshot (Selected)
- Audit Committee: Member; committee includes designated financial experts (Moschner, Nelson, Starr, Young). Wolff is not listed as an “audit committee financial expert” .
- Compliance, Risk Management & Regulatory Oversight: Chair (Wolff); members include Forrester, Kenny, Medero, Moschner, Toth .
- Nominating & Governance: Member .
- Investment Committee: Member .
- Closed‑End Fund Committee: Member .