Margaret L. Wolff
About Margaret L. Wolff
Independent Board Member of Nuveen AMT‑Free Municipal Credit Income Fund (NVG) since 2016; born 1955. Former Skadden, Arps M&A lawyer (Of Counsel, 2005–2014), with deep boardroom advisory experience on governance, fiduciary and strategic matters; B.A. Mount Holyoke College and J.D. Case Western Reserve University School of Law. She is independent (not an “interested person” of NVG, the Adviser or TIAA/Nuveen) and currently Chairs the Compliance, Risk Management & Regulatory Oversight Committee; she also serves on the Audit, Nominating & Governance, Investment and Closed‑End Fund Committees .
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 corporate, securities, governance, fiduciary and strategic matters . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York‑Presbyterian Hospital | Trustee | Since 2005 | Board service at major academic medical center . |
| The John A. Hartford Foundation | Trustee; former Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on care of older adults . |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Canadian subsidiaries of The Travelers Companies, Inc. . |
| Mount Holyoke College | Trustee; Vice Chair | Trustee 2005–2015; Vice Chair 2011–2015 | Higher education board leadership . |
Board Governance
- Independence: Classified as an Independent Board Member (never an employee/director of TIAA or Nuveen) .
- Committee assignments and chair roles (NVG board complex):
- Chair: Compliance, Risk Management & Regulatory Oversight Committee .
- Member: Audit Committee; Nominating & Governance Committee; Investment Committee; Closed‑End Fund Committee .
- Attendance and engagement: All Board Members (including Wolff) attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Board/committee meeting intensity (last fiscal year, NVG “AMT‑Free Credit Income”): Regular Board 4; Special Board 8; Executive 4; Dividend 10; Compliance 6; Audit 14; Nominating & Governance 5; Investment 4; Closed‑End 4 .
- Elections: For funds with Preferred Shares, Ms. Wolff stands for election by Preferred holders (2025 slate) and serves as Class I/III for other funds in the complex .
- Board leadership: Independent Chair of the Nuveen Funds Board is Robert L. Young (Chair since 2025) .
Fixed Compensation
Fee schedule and Ms. Wolff’s pay (Board service spans the Nuveen fund complex; fund‑level allocations shown below):
| Component | 2024 Schedule | 2025 Schedule | Source |
|---|---|---|---|
| Annual retainer (Independent Director) | $350,000 | $350,000 | |
| Committee membership retainers | Audit: $30,000; Compliance: $30,000; Dividend: $20,000; Investment: $20,000; Nominating & Governance: $20,000; Closed‑End: $20,000 | Audit: $35,000; Compliance: $35,000; Dividend: $25,000; Investment: $30,000; Nominating & Governance: $25,000; Closed‑End: $25,000 | |
| Chair retainers | Board Chair/Co‑Chair: $140,000; Audit Chair: $30,000; Compliance Chair: $30,000; Investment Chair: $20,000; Dividend/Nom‑Gov/Closed‑End Chair: $20,000 | Board Chair: $150,000; Audit Chair: $35,000; Compliance Chair: $35,000; Investment Chair/Co‑Chair: $30,000; Dividend/Nom‑Gov/Closed‑End Chair: $25,000 | |
| Ad hoc meeting fees | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting | |
| Special assignment committee fees | Chair/Co‑Chair: $1,250 per quarter; Members: $5,000 per quarter | Chair/Co‑Chair: from $1,250 per quarter; Members: from $5,000 per quarter |
| Ms. Wolff – Aggregate Compensation | FY 2024 | FY 2025 | Source |
|---|---|---|---|
| From NVG (AMT‑Free Municipal Credit Income) | $14,318 | $14,905 | |
| Total from Nuveen funds (Fund Complex) | $493,842 | $535,644 |
Additional notes:
- No retirement/pension plans for directors; a Deferred Compensation Plan permits fee deferral into book accounts notionally invested in Nuveen funds .
- Ms. Wolff utilized deferrals (example: NVG deferred fees payable $7,121 in FY 2024; $5,447 in FY 2025) .
Performance Compensation
| Element | Status | Source |
|---|---|---|
| Annual bonus / target bonus | Not applicable (director compensation is retainers/fees) | |
| Equity awards (RSUs/PSUs), options, vesting schedules | Not disclosed/not applicable for fund directors; compensation described as retainers/fees | |
| Performance metrics tied to pay (e.g., TSR, EBITDA, ESG) | Not disclosed for directors | |
| Clawbacks / tax gross‑ups | Not disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|---|
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company (Travelers Canada) | Insurance (subsidiaries) | Director | 2013–2017 | Prior public‑company affiliate service; no current interlocks disclosed . |
No related‑party holdings or transactions are disclosed for Ms. Wolff in the proxy’s related‑company holdings table (the only such disclosure relates to another director) .
Expertise & Qualifications
- 30+ years advising boards and executives on M&A, governance, fiduciary and regulatory matters as a senior corporate lawyer; B.A. (Mount Holyoke), J.D. (Case Western Reserve) .
- Active leadership on board oversight committees; Chairs Compliance/Risk/Regulatory Oversight, and serves on Audit, Investment, Nominating & Governance, and Closed‑End Fund committees .
- Not designated as an SEC “audit committee financial expert” (those designated are Boateng, Nelson, Starr, Young) .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| NVG (AMT‑Free Municipal Credit Income) – $ ownership range | $0 | |
| NVG – Shares owned | 0 | |
| Aggregate across all registered investment companies overseen (Nuveen complex) – $ ownership range | Over $100,000 | |
| Ownership guideline (board principle) | Each Board Member is expected to invest at least one year of compensation in the funds in the complex (directly or deferred) | |
| Pledged shares | Not disclosed | |
| Section 16(a) compliance | Funds report compliance for directors/officers in the last fiscal year reviewed |
Insider Trades (Form 4)
| Period Reviewed | Findings in Company Proxy/Reports | Notes |
|---|---|---|
| Most recent fiscal years referenced in proxy | No specific director Form 4 transactions disclosed; funds cite Section 16(a) compliance | The proxy does not enumerate individual Form 4 trades; compliance with filing requirements is noted . |
Governance Assessment
- Strengths:
- Independent; never affiliated with TIAA/Nuveen; long‑tenured oversight since 2016 .
- Chairs the Compliance/Risk/Regulatory Oversight Committee and sits on Audit, Investment, Nominating & Governance, and Closed‑End committees—direct exposure to key risk, valuation, distribution and discount management topics for closed‑end funds .
- Attendance met Board’s threshold (≥75%) amid a high volume of meetings (e.g., 14 Audit; 10 Dividend; 6 Compliance) indicating sustained engagement .
- Alignment/Compensation:
- Director pay is primarily fixed retainers and committee/chair fees; increases in 2025 modestly lift committee and chair retainers (e.g., Audit/Compliance membership to $35k; Chair to $35k), consistent with workload/market levels for a large fund complex; Ms. Wolff’s total complex compensation rose from $493,842 to $535,644 YoY .
- No equity awards/options; deferred compensation plan available and used, creating indirect exposure to fund outcomes via notional investment in Nuveen funds .
- Potential watch items:
- NVG‑specific ownership is disclosed as $0 and 0 shares, though aggregate holdings across the complex are “Over $100,000” and the Board expects at least one year’s compensation invested across the complex—compliance status for the one‑year guideline is not disclosed at the individual level .
- No related‑party transactions or interlocks are disclosed for Ms. Wolff; not an audit committee financial expert (Board has others designated) .
Overall: Strong independence and compliance/risk oversight credentials, high meeting intensity and engagement, and no disclosed conflicts. Alignment relies on deferred complex‑level holdings rather than NVG‑specific ownership; monitoring aggregate ownership versus guideline may be warranted for alignment optics .