Margaret L. Wolff
About Margaret L. Wolff
Independent director (born 1955), serving on the Nuveen funds’ unitary board since 2016; former corporate/M&A attorney with 30+ years advising boards on governance, fiduciary, and strategic matters. Education: B.A., Mount Holyoke College; J.D., Case Western Reserve University School of Law. Currently a Class I nominee for NUW, slated for a term expiring at the 2028 annual meeting if elected; previously elected as Class I for similar Nuveen funds in August 2022. Independence: not an “interested person” of the Funds or Nuveen/TIAA and never employed by them. Attendance: met the Board’s threshold (≥75% of meetings) in the last fiscal year.
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 corporate, securities, regulatory and governance matters. |
| Travelers Canada (Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company) | Director | 2013–2017 | Oversight of Canadian operations of The Travelers Companies, Inc. |
| Mount Holyoke College | Trustee; Vice Chair of the Board | Trustee 2005–2015; Vice Chair 2011–2015 | Governance leadership in higher education. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Non-profit healthcare governance. |
| The John A. Hartford Foundation | Trustee; Former Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on care of older adults. |
Board Governance
- Committee assignments (Nuveen funds’ unitary board):
- Chair: Compliance, Risk Management & Regulatory Oversight Committee.
- Member: Audit Committee; Nominating & Governance Committee; Investment Committee; Closed-End Fund Committee.
- Not on: Executive Committee; Dividend Committee.
- Independence: all listed nominees/directors, including Wolff, are Independent Board Members (not “interested persons”).
- Election/class: For NUW (AMT-Free Value), Wolff is a Class I nominee for a term expiring at the 2028 annual meeting. Last elected as Class I on August 5, 2022.
- Meeting cadence for NUW (last fiscal year): 4 regular Board; 8 special Board; 4 Executive; 10 Dividend; 6 Compliance; 14 Audit; 5 Nominating & Governance; 4 Investment; 4 Closed-End. Attendance: each Board Member attended ≥75% of applicable meetings.
Fixed Compensation
| Component (effective Jan 1, 2025) | Amount (USD) |
|---|---|
| Annual director retainer | $350,000 |
| Committee membership retainers: Audit; Compliance | $35,000 each |
| Committee membership retainers: Investment | $30,000 |
| Committee membership retainers: Dividend; Nominating & Governance; Closed-End | $25,000 each |
| Committee chair retainers: Audit; Compliance | $35,000 each |
| Committee chair retainers: Investment | $30,000 |
| Committee chair retainers: Dividend; Nominating & Governance; Closed-End | $25,000 each |
| Ad hoc Board/Committee meeting fees | $1,000 or $2,500 depending on length/immediacy |
Notes:
- The Board provides no retirement/pension; directors may elect deferred compensation (credited to notional accounts tied to Nuveen fund shares). Distributions are lump sum or over 2–20 years.
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based incentives (metrics like TSR, revenue growth, ESG) | None disclosed; director compensation consists of fixed retainers and committee fees; optional deferral tracks fund share performance but no targets. |
| Clawback provisions | Not disclosed for directors. |
| Change-in-control, severance, non-compete | Not applicable to independent directors in this fund complex. |
Director Compensation (NUW-specific and aggregate)
| Metric | Period | Amount (USD) |
|---|---|---|
| NUW allocated compensation to Wolff | Fiscal year ended Oct 31, 2024 | $873 |
| Deferred fees credited (NUW) | Fiscal year ended Oct 31, 2024 | $319 |
| Total compensation from Nuveen funds paid to Wolff | Latest disclosed totals | $535,644 |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Current/Prior |
|---|---|---|---|
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company | Public company subsidiaries (Canada) | Director | Prior (2013–2017) |
| New York-Presbyterian Hospital | Non-profit | Trustee | Current (since 2005) |
| The John A. Hartford Foundation | Non-profit | Trustee; Chair (former) | Current trustee; Chair 2015–2022 |
No current public company directorships disclosed for Wolff; no disclosed interlocks with NUW service providers or portfolio counterparties.
Expertise & Qualifications
- 30+ years in complex M&A and corporate governance; board advisory on fiduciary, shareholder, regulatory, and strategic issues.
- Legal credentials: J.D. (Case Western Reserve), B.A. (Mount Holyoke).
- Governance leadership across healthcare and philanthropy boards; deep compliance and risk oversight experience (current committee chair).
Equity Ownership
| Item | NUW (AMT-Free Value) | Aggregate across Nuveen registered investment companies |
|---|---|---|
| Dollar range of equity securities beneficially owned | $0 | Over $100,000 |
| Shares beneficially owned | 0 | Group holdings details shown in Appendix (all directors/officers <1% of any fund). |
| Ownership guidelines | Board expects each member to invest at least one year’s compensation in Nuveen funds (direct or deferred). | |
| Pledging/hedging | Not disclosed for Wolff. |
Insider Trades
| Item | Status |
|---|---|
| Section 16(a)/40 Act filings | Funds report directors/officers complied with applicable Section 16(a) filing requirements in the last fiscal year and prior year; no delinquent filings noted. |
Governance Assessment
- Strengths: Independent status; extensive governance/legal expertise; chairs Compliance, Risk Management & Regulatory Oversight—directly relevant to closed-end fund risk and regulatory oversight. Active service across key oversight committees (Audit; Nominating & Governance; Investment; Closed-End), with strong meeting participation (≥75%).
- Alignment: Board policy expects investment equivalent to one year’s compensation in Nuveen funds; Wolff’s aggregate beneficial ownership is “Over $100,000” and she utilizes deferred compensation across funds, but NUW-specific ownership is $0 and 0 shares—investors may view fund-level alignment as limited for NUW specifically even if aggregate alignment exists.
- Potential conflicts: None disclosed; not employed by Nuveen/TIAA and no related-party transactions indicated.
- Signals: Auditor rotation to PwC for current fiscal year underscores ongoing audit oversight; Wolff’s roles suggest emphasis on compliance and risk governance, supportive of investor confidence in controls and valuation processes.