Margaret L. Wolff
About Margaret L. Wolff
Margaret L. Wolff (born 1955) is an Independent Board Member of Nuveen Municipal Value Fund, Inc. (NUV), serving across the Nuveen fund complex since 2016. She is a retired Skadden, Arps, Slate, Meagher & Flom LLP attorney from the M&A Group, with a career advising boards and senior management on governance, fiduciary, and strategic matters; she holds a B.A. from Mount Holyoke College and a J.D. from Case Western Reserve University School of Law . She is currently nominated as a Class I Board Member for NUV, with the term expected to run to the 2028 annual meeting upon election; she is deemed independent under the 1940 Act and has never been an employee or director of TIAA or Nuveen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP (M&A Group) | Of Counsel | 2005–2014 | Advised boards and senior management on governance, fiduciary, regulatory, and strategic matters |
| Mount Holyoke College | Trustee; Vice Chair of Board | Trustee 2005–2015; Vice Chair 2011–2015 | Board leadership and oversight responsibilities |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Governance oversight for Canadian operations of The Travelers Companies, Inc. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Health system board service |
| The John A. Hartford Foundation | Trustee; Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on improving care for older adults |
Board Governance
- Independence: Classified as an Independent Board Member; not an “interested person” under the 1940 Act; no employment history with TIAA/Nuveen or affiliates .
- Tenure: Serving in the Nuveen fund complex since 2016; currently nominated as a Class I Board Member for NUV through the 2028 meeting upon election; also serves in special preferred-share elections on certain funds .
- Committee Assignments and Chair Roles:
- Chair: Compliance, Risk Management and Regulatory Oversight Committee .
- Member: Audit Committee (not designated as an SEC “financial expert”) ; Nominating and Governance Committee ; Investment Committee ; Closed-End Fund Committee .
- Not on: Executive Committee; Dividend Committee .
- Attendance: Each Board Member, including Ms. Wolff, attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Meeting cadence (NUV, last fiscal year): Regular Board 4; Special Board 8; Executive Committee 4; Dividend Committee 10; Compliance Committee 6; Audit Committee 14; Nominating & Governance 5; Investment 4; Closed-End Fund Committee 4 .
Fixed Compensation
| Element | 2023 Structure (through 12/31/2023) | 2024 Structure (to 12/31/2024) | Effective 1/1/2025 |
|---|---|---|---|
| Annual retainer (Independent Board Member) | $210,000 | $350,000 | $350,000 |
| Per-day/meeting fees (Board/Committees) | Regular Board: $7,250/day; Special Board: $4,000/meeting; Audit/Closed-End/Investment: $2,500/meeting; Compliance: $5,000/meeting; Dividend: $1,250/meeting; other committees: $500/meeting; IPO pricing: $100/meeting; site visits: $5,000/day | Ad hoc Board/Committees: $1,000 or $2,500 per meeting depending on duration/immediacy | Ad hoc Board/Committees: $1,000 or $2,500 per meeting depending on duration/immediacy |
| Committee membership retainers | N/A (per-meeting) | Audit: $30,000; Compliance: $30,000; Investment: $20,000; Dividend: $20,000; Nominating & Governance: $20,000; Closed-End Funds: $20,000 | Audit: $35,000; Compliance: $35,000; Investment: $30,000; Dividend: $25,000; Nominating & Governance: $25,000; Closed-End Funds: $25,000 |
| Chair retainers | Board Chair: $140,000; Committee Chairs (Audit/Dividend/Compliance/N&G/Closed-End/Investment): $20,000 | Board Chair/Co-Chair: $140,000; Audit/Compliance Chair/Co-Chair: $30,000; Investment Chair/Co-Chair: $20,000; Dividend/N&G/Closed-End Chair/Co-Chair: $20,000 | Board Chair: $150,000; Audit/Compliance Chair: $35,000; Investment Chair/Co-Chair: $30,000; Dividend/N&G/Closed-End Chair: $25,000 |
| Deferred compensation | Available via notional investment in eligible Nuveen funds; distributions in lump sum or 2–20 years | Available | Available |
- Aggregate compensation paid by NUV (Municipal Value) to Ms. Wolff for the fiscal year ended Oct 31, 2024: $6,172 .
- Total compensation from Nuveen funds paid to Ms. Wolff (Fund Complex): $535,644 .
- Deferred fees credited (example: Municipal Value): $2,259 for Ms. Wolff .
Performance Compensation
| Component | Status | Details |
|---|---|---|
| Cash bonus/target bonus | Not disclosed for directors | Compensation disclosures specify retainers and meeting/membership fees; no bonus program described for Independent Board Members . |
| Equity awards (RSUs/PSUs) | Not disclosed for directors | No equity award program described; director compensation framed as cash retainers and fees, with optional deferred comp in notional fund investments . |
| Options | Not disclosed for directors | No option awards described for Independent Board Members . |
| Pay-for-performance metrics (TSR/EBITDA/ESG) | Not applicable | No performance metrics tied to director pay disclosed; structure is workload-based via retainers and committee roles . |
| Clawbacks/COC/Severance | Not applicable to directors | No such provisions disclosed for Independent Board Members . |
Other Directorships & Interlocks
| Company/Institution | Role | Period | Notes |
|---|---|---|---|
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Part of The Travelers Companies, Inc. Canadian operations |
| New York-Presbyterian Hospital | Trustee | Since 2005 | Healthcare system governance |
| The John A. Hartford Foundation | Trustee; Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy in geriatric care |
- Committee interlocks inside Nuveen funds: Ms. Wolff serves alongside other independent directors across Audit, Compliance (Chair), Nominating & Governance, Investment, and Closed-End Fund Committees; all members are independent .
Expertise & Qualifications
- Former Skadden M&A lawyer advising boards and senior management on governance, shareholder, fiduciary, operational, and strategic issues; deep legal and governance expertise .
- Education: B.A. Mount Holyoke; J.D. Case Western Reserve University School of Law .
- Board leadership experience across healthcare and philanthropic institutions; prior public company-related board service (Travelers Canada) .
Equity Ownership
| Metric | NUV (Municipal Value) | Fund Complex |
|---|---|---|
| Dollar range beneficial ownership | $0 | Aggregate “Over $100,000” across all Nuveen funds overseen |
| Shares beneficially owned | 0 shares (NUV) | Each Board Member’s holdings <1% of each Fund’s outstanding shares |
| Ownership guidelines | Expected to invest at least one year of compensation in funds in the Fund Complex | Governance principle applies to all Board Members |
| Deferred compensation (example) | Municipal Value: $2,259 credited (Participating Funds) | Deferred comp credited to book reserve, notionally invested in eligible Nuveen funds; distributions per plan |
Note: Appendix A confirms less than 1% ownership of outstanding shares by each Board Member in each Fund; Ms. Wolff shows $0 dollar range and 0 shares in NUV specifically, while aggregate beneficial range across the Fund Complex is reported “Over $100,000” .
Governance Assessment
- Strengths: Independent status; extensive governance/legal background; leadership as Chair of the Compliance, Risk Management and Regulatory Oversight Committee; active service on multiple oversight committees; satisfactory attendance (≥75%) .
- Alignment: Board policy expects investment equal to one year of compensation in Nuveen funds; Ms. Wolff’s aggregate beneficial ownership across the complex is “Over $100,000,” and she participates in the deferred compensation plan framework used by Independent Board Members .
- Compensation signals: Retainer and committee membership/Chair fees increased for 2025 (e.g., Audit/Compliance membership to $35,000; Board Chair to $150,000), consistent with expanded oversight load across 200+ portfolios; structure remains non-performance-based .
- RED FLAGS and monitoring:
- Direct NUV alignment: $0 beneficial ownership and 0 shares in NUV may be viewed as weaker direct alignment at the fund-level, partially offset by aggregate complex holdings and deferred compensation .
- Audit Committee “financial expert”: Ms. Wolff is not designated an “audit committee financial expert” (others are identified), which may modestly limit perceived financial reporting depth versus peers on that committee .
- Related-party/affiliated holdings: The proxy’s affiliated-company holdings table lists certain other directors (e.g., Kenny) but does not list Ms. Wolff, indicating no disclosed affiliated-company exposures for her in that table .
- Section 16 compliance: Funds report directors and officers complied with Section 16(a) filing requirements in the last fiscal year and prior year; continue monitoring for any changes .
Committee Coverage Summary (NUV context)
| Committee | Role | Independence | Notes |
|---|---|---|---|
| Compliance, Risk Management & Regulatory Oversight | Chair | Independent | Oversees compliance, risk (liquidity, leverage, derivatives), and regulatory matters; quarterly meetings and CCO reports . |
| Audit | Member | Independent | Oversees financial reporting and valuation; not designated SEC “financial expert” (Boateng, Nelson, Starr, Young designated) . |
| Nominating & Governance | Member | Independent | Board performance, governance guidelines, structure, compensation review . |
| Investment | Member | Independent | Oversees performance, investment risks, leverage/hedging assessments . |
| Closed-End Fund | Member | Independent | Reviews premiums/discounts, leverage, distributions, market dynamics . |
Meeting Counts (NUV last fiscal year)
| Type | Count |
|---|---|
| Regular Board Meetings | 4 |
| Special Board Meetings | 8 |
| Executive Committee | 4 |
| Dividend Committee | 10 |
| Compliance Committee | 6 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Board attendance policy note: Each Board Member attended 75%+ of Board and applicable committee meetings; annual meeting attendance policy posted on fund governance website .
Compensation Detail (Selected)
| Item | Amount/Status |
|---|---|
| NUV (Municipal Value) aggregate paid to Wolff (FY ended Oct 31, 2024) | $6,172 |
| Total Nuveen funds paid (Fund Complex) to Wolff | $535,644 |
| Deferred fees (example: Municipal Value) | $2,259 |
| 2025 Membership retainers (Audit; Compliance; Investment; Dividend/N&G/Closed-End) | $35,000; $35,000; $30,000; $25,000 each respectively |
| 2025 Chair retainers (Board; Audit/Compliance; Investment; Dividend/N&G/Closed-End) | $150,000; $35,000; $30,000; $25,000 respectively |
| Ad hoc meeting fees | $1,000–$2,500 per meeting depending on length/immediacy |
| Retirement/pension | None for Funds; deferred comp plan available |
Ownership guideline: Each Board Member is expected to invest at least one year of compensation in funds in the Fund Complex; individual fund holdings by directors are each <1% outstanding .
Related Party Transactions and Conflicts
- Affiliated company holdings table lists another director (Kenny) with investments in entities under common control with the Adviser; Ms. Wolff is not listed in that table, and no related-party transactions are disclosed for her in the proxy .
- No loans, tax gross-ups, or hedging/pledging disclosures pertaining to Ms. Wolff are presented in the proxy; continue to monitor subsequent filings for any updates .
Governance Conclusion
- Overall board effectiveness signal is solid: independent status, strong governance/legal expertise, committee leadership at Compliance, and satisfactory attendance. Compensation structure adjustments in 2025 reflect heightened oversight demands across the fund complex without introducing performance-linked pay that could compromise independence .
- Alignment consideration: Direct NUV holding is $0 (0 shares), which may be perceived as weaker fund-level alignment; however, aggregate complex holdings “Over $100,000” and use of the deferred compensation plan partially mitigate this concern within the unitary board framework and fund-complex governance principle .
- Monitoring priorities: Maintain surveillance of Section 16 filings (proxy indicates compliance), any emergence of related-party transactions, and continuation of committee leadership and attendance standards .