Margaret L. Wolff
About Margaret L. Wolff
Independent Board Member of the Nuveen Municipal Credit Income Fund (NZF) since 2016, with more than three decades advising boards and senior management on governance, fiduciary, and strategic matters as an M&A lawyer at Skadden, Arps (retired 2014). Year of birth: 1955. Education: B.A., Mount Holyoke College; J.D., Case Western Reserve University School of Law. Oversees 217 portfolios across the Fund Complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | M&A Group; Of Counsel | Retired 2014; Of Counsel 2005–2014 | Advised boards/senior management on corporate, securities, regulatory, governance, fiduciary issues |
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company | Board Member | 2013–2017 | Part of Travelers Canada (The Travelers Companies, Inc.) |
| Mount Holyoke College | Trustee; Vice Chair of Board | Trustee 2005–2015; Vice Chair 2011–2015 | Governance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Healthcare governance |
| The John A. Hartford Foundation | Trustee; former Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on older adult care |
Board Governance
- Independence: Serves as an Independent Board Member; standing committees (Audit, Nominating & Governance, Investment, Closed-End Fund) are composed entirely of Independent Board Members under NYSE/NASDAQ standards.
- Committee assignments (current):
- Compliance, Risk Management and Regulatory Oversight Committee – Chair
- Audit Committee – Member (committee chaired by John K. Nelson)
- Nominating & Governance Committee – Member
- Investment Committee – Member
- Closed-End Fund Committee – Member
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year.
- Election/tenure: Joined Board in 2016; for funds with preferred shares, Wolff is a nominee for election by preferred shareholders, serving until the next annual meeting (also designated Class I/III for other funds as set forth in proxy).
- Not designated as an “audit committee financial expert” (those designated are Boateng, Nelson, Starr, Young).
Fixed Compensation
| Component | Structure/Amount | Effective Date | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Jan 1, 2025 | Flat annual retainer replaces prior per-meeting-heavy model |
| Committee membership retainers | Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End $25,000 | Jan 1, 2025 | Per-committee annual retainers |
| Chair retainers | Board Chair $150,000; Audit Chair $35,000; Compliance Chair $35,000; Investment Chair/Co-Chair $30,000; Dividend/N&G/Closed-End Chair $25,000 | Jan 1, 2025 | Wolff currently Chairs Compliance Committee |
| Ad hoc/special assignment | $1,000–$2,500 per ad hoc meeting; special assignment committees: Chair/Co-Chair quarterly fee starting $1,250; members quarterly fee starting $5,000 | Jan 1, 2025 | As needed |
| Historical structure | 2023: $210,000 base + per-meeting fees; 2024: $350,000 base + lower committee retainers (Audit/Compliance $30k; Investment $20k; Dividend/N&G/Closed-End $20k); 2025: modest increases in committee/chair retainers | Various | Shows shift from per-meeting to mainly fixed retainers |
| Fund-specific aggregate compensation (most recent fiscal year) | Amount | Period | Notes |
|---|---|---|---|
| NZF (Nuveen Municipal Credit Income Fund; “Credit Income”) – Wolff | $12,632 | FY ended Oct 31, 2024 | Allocation of Board compensation to NZF |
| Total compensation from Nuveen Funds (all funds) – Wolff | $535,644 | As reported in table | Aggregate across Fund Complex |
Performance Compensation
- Equity/Options/Bonus: No equity grants, options, target/actual bonuses, or TSR/financial performance metrics are disclosed for Independent Board Members. Compensation is fixed cash/retainer-based with optional deferral.
- Deferred Compensation Plan: Directors may defer fees into a book account that tracks returns of elected Nuveen funds; distributions may be lump sum or over 2–20 years. This creates alignment to fund performance without granting equity.
| Deferred compensation credited (illustrative) | Amount | Period |
|---|---|---|
| NZF (Credit Income) – Wolff | $4,619 | FY ended Oct 31, 2024 |
No vesting schedules, change-of-control terms, clawbacks, tax gross-ups, severance, or pension/SERP benefits are disclosed for Independent Board Members.
Other Directorships & Interlocks
| Company/Institution | Public/Private/Non-Profit | Role | Overlap/Interlock Notes |
|---|---|---|---|
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company | Private (subsidiaries of public co.) | Director (former) | No disclosed conflicts with NZF; prior role within Travelers Canada (part of The Travelers Companies, Inc.) |
| New York-Presbyterian Hospital | Non-profit | Trustee | Ongoing external commitment |
| The John A. Hartford Foundation | Non-profit | Trustee; former Chair | Ongoing external commitment |
Nominating & Governance Committee oversees Board compensation and governance processes, including compensation reviews; no independent compensation consultant disclosures or related conflicts are noted.
Expertise & Qualifications
- Core expertise: Corporate governance, fiduciary duties, U.S./international M&A, securities/regulatory advisory to boards and management.
- Education: B.A. (Mount Holyoke), J.D. (Case Western Reserve).
- Board scale: Oversees 217 Nuveen/TIAA-CREF portfolios (Fund Complex definition in proxy).
Equity Ownership
| Measure (as of May 31, 2025 unless noted) | NZF (Credit Income) | Aggregate across Nuveen Funds |
|---|---|---|
| Shares beneficially owned – Wolff | 0 | Dollar range: Over $100,000 |
| Ownership as % of outstanding | Each Board Member <1% of each Fund; Board/execs as group <1% | Statement as of June 20, 2025 |
Governance policy: Each Board Member is expected to invest at least the equivalent of one year of compensation in the Fund Complex; the proxy reports only a range (“Over $100,000”) for Wolff and does not state compliance status versus the policy.
Insider Filings (Section 16)
| Form | Date of Event | Filing Date | Key Disclosure |
|---|---|---|---|
| Form 3 (initial) – NZF | 02/15/2016 | 02/24/2016 | “No securities are beneficially owned.” |
Governance Assessment
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Strengths
- Chairs the Compliance, Risk Management and Regulatory Oversight Committee, a core risk/governance role overseeing compliance, liquidity/derivatives risk, leverage, and regulatory matters; meets privately with the CCO quarterly.
- Serves on Audit, Nominating & Governance, Investment, and Closed-End Fund Committees, indicating broad engagement across financial reporting, governance, performance, and capital markets topics.
- Attendance threshold met (≥75% of Board/committee meetings).
- Significant governance/M&A legal background; long-standing non-profit board leadership.
-
Potential concerns/RED FLAGS
- No direct NZF share ownership as of May 31, 2025 (0 shares), which may be viewed as weaker fund-specific alignment, though aggregate holdings across the Fund Complex are “Over $100,000” and fees can be deferred into Nuveen funds.
- Not designated an “audit committee financial expert” (others on the Board hold that designation).
- The Board’s compensation moved from per-meeting fees (2023) to higher fixed retainers and increased committee retainers (2024–2025); while common in fund governance, investors may monitor total pay levels and allocation across funds (Wolff total across Nuveen funds: $535,644; NZF allocation: $12,632; NZF deferred credit: $4,619).
-
Related-party/Conflicts
- Proxy discloses no related-party transactions for Wolff; committee memberships are comprised of Independent Board Members under NYSE/NASDAQ standards.