Margaret L. Wolff
About Margaret L. Wolff
Independent Board Member (since 2016) across 217 Nuveen funds; year of birth 1955. Former Skadden, Arps M&A attorney who advised boards and senior management on governance, fiduciary and strategic matters; B.A. from Mount Holyoke College and J.D. from Case Western Reserve University School of Law. Current trustee roles include New York-Presbyterian Hospital (since 2005) and The John A. Hartford Foundation (trustee since 2004; Chair 2015–2022). Classified as an Independent Board Member under the 1940 Act and exchange standards.
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./international corporate, securities, governance and fiduciary issues |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Subsidiaries of The Travelers Companies, Inc. |
| Mount Holyoke College | Trustee; Vice Chair | Trustee 2005–2015; Vice Chair 2011–2015 | Board leadership experience |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Healthcare governance |
| The John A. Hartford Foundation | Trustee; Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on care of older adults |
Board Governance
- Independence: All nominees and current members (including Wolff) are “not interested persons” and thus Independent Board Members under the 1940 Act and exchange standards.
- Committee leadership: Chair, Compliance, Risk Management & Regulatory Oversight Committee (members: Forrester, Kenny, Medero, Moschner, Toth).
- Committee memberships:
- Audit Committee (Nelson, Chair; members include Wolff).
- Nominating & Governance Committee (Young, Chair; members include Wolff).
- Investment Committee (Boateng & Lancellotta, Co-Chairs; members include Wolff).
- Closed-End Fund Committee (Moschner, Chair; members include Wolff).
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year.
- Elections/classification: For several funds, Wolff serves as a Class I Board Member (last elected August 5, 2022 for applicable funds); for Municipal Income, she serves as Class III. For certain funds with Preferred Shares, Wolff is a nominee for election by Preferred holders.
- Scope: Oversees 217 portfolios in the Fund Complex.
Fixed Compensation
| Component | Amount | Effective/Period | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2025 | Base director retainer |
| Committee membership retainers | $35,000 (Audit); $35,000 (Compliance); $30,000 (Investment); $25,000 (Dividend); $25,000 (Nominating & Governance); $25,000 (Closed-End) | Effective Jan 1, 2025 | Per committee membership |
| Chair premiums | $150,000 (Board Chair); $35,000 (Audit Chair); $35,000 (Compliance Chair); $30,000 (Investment Chair/Co-Chair); $25,000 (Dividend Chair; Nominating & Governance Chair; Closed-End Chair) | Effective Jan 1, 2025 | Additional to membership |
| Ad hoc meeting fees | $1,000 or $2,500 | Ongoing | Based on length/immediacy |
| Special assignment committee fees | Chair/Co-Chair: quarterly from $1,250; Members: quarterly from $5,000 | Ongoing | As designated |
| Prior structure (through Dec 31, 2024) | $350,000 annual retainer; committee retainers at $30,000 (Audit/Compliance), $20,000 (Investment), $20,000 (Dividend/NomGov/Closed-End) | Through Dec 31, 2024 | Transitioned from pre-2024 per-meeting model |
| 2023 model (pre-Jan 1, 2024) | $210,000 annual retainer + per-meeting fees (e.g., Board $7,250; Audit/Closed-End/Investment $2,500; Compliance $5,000; Dividend $1,250; others $500) + Chair retainers ($140,000 Board; $20,000 committee chairs) | Calendar year 2023 | Per-meeting structure |
| Aggregate compensation (Wolff) | $535,644 | Last fiscal year | Total from Nuveen Funds paid to Board Members/Nominees |
| Deferred Compensation Plan | Available; deferrals credited to a book account tracking eligible Nuveen funds; distributions lump sum or 2–20 years | Ongoing | No fund pensions/retirement plans |
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Performance-based awards (options/RSUs/PSUs; metric-linked) | None disclosed for directors | Compensation comprises retainers/fees; no performance metrics for director pay were specified |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Tenure | Interlock/Notes |
|---|---|---|---|---|
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Subsidiaries of public company | Director | 2013–2017 | No current public company board roles disclosed |
| New York-Presbyterian Hospital | Non-profit | Trustee | Since 2005 | — |
| The John A. Hartford Foundation | Non-profit | Trustee; Chair | Trustee since 2004; Chair 2015–2022 | — |
| Mount Holyoke College | Academic | Trustee; Vice Chair | Trustee 2005–2015; Vice Chair 2011–2015 | — |
Expertise & Qualifications
- 30+ years as a corporate/M&A attorney at Skadden focused on governance, fiduciary duties, and complex strategic transactions; brings deep boardroom advisory experience.
- Oversees 217 portfolios; extensive closed-end fund governance exposure.
- Education: B.A. (Mount Holyoke); J.D. (Case Western Reserve University School of Law).
Equity Ownership
| Measure | Value | Date/Scope |
|---|---|---|
| Dollar range in Nuveen New York AMT-Free fund (NRK family “New York AMT-Free”) | $0 | As of May 31, 2025 |
| Dollar range in all registered investment companies overseen (Fund Complex) | Over $100,000 | As of May 31, 2025 |
| Beneficial shares in NRK family fund (“New York AMT-Free”) | 0 | As of May 31, 2025 |
| Ownership as % of outstanding shares (each Fund) | <1% (individual and group) | As of June 20, 2025 |
| Ownership guideline | Board principle: invest at least the equivalent of one year of compensation in funds in the Fund Complex | Policy statement; individual compliance level not quantified in proxy |
| Deferred compensation amounts attributed to Wolff (examples) | AMT-Free Quality (FY): $7,091; Quality Income (FY): $5,666; Municipal Income (FY): $117; New York AMT-Free (FY): $3,185; New York AMT-Free (Stub): $775 | As disclosed for Participating Funds; totals are fund-specific, not aggregated |
Governance Assessment
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Strengths
- Independent director with significant governance/legal expertise; chairs the Compliance, Risk Management & Regulatory Oversight Committee and serves on Audit, Nominating & Governance, Investment, and Closed-End Fund committees—signals active oversight across risk, valuation and governance processes.
- Attendance threshold met (≥75%) amid a heavy meeting load per Appendix C; supports engagement.
- No Section 16(a) delinquency; Board transitions auditors from KPMG to PwC with standard independence representations—supports controls focus.
-
Potential concerns / monitoring items
- RED FLAG: $0 disclosed holding in the NRK family fund (“New York AMT-Free”), despite a board principle encouraging at least one-year compensation invested across the Fund Complex; aggregate range “Over $100,000” is insufficient to confirm guideline compliance at the individual level. Consider shareholder alignment optics at the fund-specific level.
- No related-party transactions disclosed for Wolff; however, the proxy highlights another director’s investments in entities under common control with the adviser—maintain vigilance for any future interlocks.
- Compensation structure increased fixed retainers and committee retainers effective Jan 1, 2025 from prior levels; while consistent with workload, rising guaranteed pay vs. per-meeting fees may reduce direct pay-for-workload sensitivity.