Margaret Wolff
About Margaret L. Wolff
Margaret L. Wolff (year of birth: 1955) is an Independent Board Member of Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX). She joined the Nuveen Funds Boards in 2016 and is currently nominated as a Class I Board Member in certain funds and as a Preferred Share-elected trustee in others; she is not an “interested person” under the 1940 Act and has never been an employee or director of TIAA or Nuveen . Wolff practiced law for over 30 years, retiring from Skadden, Arps, Slate, Meagher & Flom LLP in 2014; she holds a BA from Mt. Holyoke College and a JD from Case Western Reserve University School of Law .
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, strategy, fiduciary and governance issues |
| Mt. Holyoke College | Trustee; Vice Chair of Board | Trustee 2005–2015; Vice Chair 2011–2015 | Board leadership and governance oversight |
| Travelers Insurance Company of Canada & The Dominion of Canada General Insurance Company (Travelers Canada) | Director | 2013–2017 | Governance oversight within Travelers’ Canadian operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York-Presbyterian Hospital | Trustee | Since 2005 | Nonprofit healthcare governance |
| The John A. Hartford Foundation | Trustee; Chair | Trustee since 2004; Chair 2015–2022 | Philanthropy focused on care for older adults; board leadership |
Board Governance
| Committee | Role | Key Charter Duties |
|---|---|---|
| Compliance, Risk Management and Regulatory Oversight | Chair | Oversees compliance policies, risk management (liquidity, derivatives, leverage, operations), regulatory matters; quarterly meetings with private sessions with CCO; develops policies and conducts special reviews |
| Audit Committee | Member | Oversees financial reporting, audits, valuation, auditor independence; meets with external auditors and internal audit; selects/retains auditors; members are independent per NYSE/NASDAQ and SEC rules |
| Investment Committee | Member | Oversees fund performance, investment risks, leverage/hedging; quarterly reporting from Nuveen investment oversight/risk groups; independent trustees committee |
| Closed-End Fund Committee | Member | Reviews premiums/discounts, leverage use, distribution data vs peers, buybacks/issuances; workshops on discount mitigation and leverage strategies |
| Nominating & Governance Committee | Member | Identifies board candidates, oversees governance processes, committee assignments/rotation, continuing education, compensation recommendations |
- Attendance: During the last fiscal year, each Board Member attended 75% or more of Board and applicable committee meetings .
- Independence: All nominees and continuing Board Members, including Wolff, are Independent Board Members under the 1940 Act and have never been employees/directors of TIAA or Nuveen .
- Election status: For certain funds with Preferred Shares, Wolff is a nominee for election by preferred holders for a term expiring at the next annual meeting; she is a Class I nominee in Multi-Asset Income and Real Asset with terms expiring at the 2028 annual meeting .
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Independent Board Member Retainer | $350,000 | $350,000 | Effective Jan 1, 2024 |
| Audit Committee membership retainer | $30,000 | $35,000 | Raised Jan 1, 2025 |
| Compliance Committee membership retainer | $30,000 | $35,000 | Raised Jan 1, 2025 |
| Investment Committee membership retainer | $20,000 | $30,000 | Raised Jan 1, 2025 |
| Dividend Committee membership retainer | $20,000 | $25,000 | Raised Jan 1, 2025 |
| Nominating & Governance membership retainer | $20,000 | $25,000 | Raised Jan 1, 2025 |
| Closed-End Fund Committee membership retainer | $20,000 | $25,000 | Raised Jan 1, 2025 |
| Board Chair | $140,000 | $150,000 | Annual chair fee |
| Audit/Compliance Committee Chair | $30,000 | $35,000 | Annual chair fee |
| Investment Committee Chair | $20,000 | $30,000 | Annual chair fee |
| Dividend/Nominating/Closed-End Chairs | $20,000 | $25,000 | Annual chair fee |
| Ad hoc meeting fee | $1,000–$2,500 | $1,000–$2,500 | Based on length/immediacy |
| Special assignment committee fees | Chair: from $1,250/quarter; Member: from $5,000/quarter | Same | As applicable |
| Compensation Received (Last Fiscal Year) | Amount |
|---|---|
| Aggregate compensation from QQQX (NASDAQ Dynamic Overwrite) paid to Wolff | $4,029 |
| Total compensation from funds in the Nuveen Fund Complex paid to Wolff | $535,644 |
Performance Compensation
| Metric | Plan Details / Amount |
|---|---|
| Deferred Compensation Plan participation | Independent Board Members may elect to defer fees; deferrals are treated as if invested in designated Nuveen funds and credited to a book reserve account; distributions may be a lump sum or over 2–20 years |
| Deferred fees payable (QQQX: NASDAQ Dynamic Overwrite) | $1,417 for Wolff (includes return from assumed investment) |
- No stock option, RSU/PSU grants, or performance metric-based pay are disclosed for Independent Board Members; compensation is structured as cash retainers/fees with optional deferral tied to fund performance through the plan .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|---|
| Travelers Canada entities (part of The Travelers Companies, Inc.) | Private/affiliate of public parent | Director | 2013–2017 | Prior role; no current disclosed interlock with Nuveen-advised issuers |
| New York-Presbyterian Hospital | Nonprofit | Trustee | Since 2005 | None indicated |
| The John A. Hartford Foundation | Nonprofit | Trustee; Chair (past) | Trustee since 2004; Chair 2015–2022 | None indicated |
- Appendix A lists holdings in companies advised by affiliates; the disclosures cite holdings for another trustee (Thomas J. Kenny), not Wolff—no such related positions are listed for Wolff .
Expertise & Qualifications
- Over 30 years in M&A legal practice; extensive advisory to boards and senior management on governance, fiduciary, shareholder, regulatory, and strategic matters .
- Education: BA (Mt. Holyoke College); JD (Case Western Reserve University School of Law) .
- Audit Committee financial expert designation: Wolff is an Audit Committee member but not designated as an “audit committee financial expert” (designations are to Moschner, Nelson, Starr, Young) .
Equity Ownership
| Holding Disclosure (as of Dec 31, 2024) | Wolff |
|---|---|
| Dollar range of equity securities in QQQX (NASDAQ Dynamic Overwrite) | $0 |
| Shares owned in QQQX | 0 |
| Aggregate range of equity securities in all registered investment companies overseen | Over $100,000 |
| Ownership as % of outstanding shares (each Fund) | <1% (individual) as of Feb 18, 2025; group <1% |
| Board expectation on ownership alignment | Expected to invest at least the equivalent of one year of compensation in Fund Complex, directly or on a deferred basis |
Insider Trades
| Filing | Date of Event | Filed Date | Key Disclosure |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 2016-02-15 | 2016-02-24 | “No securities are beneficially owned.” Filed as trustee of QQQX |
Governance Assessment
-
Strengths
- Independence and tenure: Independent under 1940 Act; serving since 2016; diversified committee roles, including chairing the Compliance Committee—strong risk/compliance oversight .
- Attendance and engagement: Met the ≥75% attendance threshold across Board/committee meetings, indicating participation consistency .
- Governance and legal expertise: Deep M&A/governance background; experience advising boards on fiduciary and shareholder issues—valuable for oversight of complex fund structures .
- No related party/affiliate conflicts disclosed for Wolff; affiliate-advised company holdings are disclosed for another trustee, not Wolff .
-
Alignment and Pay Structure
- Compensation is cash-based retainers and committee fees, with no equity grants; optional deferral aligns personal economics with fund performance via plan allocations to Nuveen funds .
- Board principle expects investment equal to one year of compensation across the fund complex; Wolff’s aggregate holdings across registered investment companies are “Over $100,000,” supporting alignment—though direct holdings in QQQX are $0 .
-
Red Flags and Watch Items
- RED FLAG: Zero direct share ownership in QQQX (NASDAQ Dynamic Overwrite) may be perceived as weaker alignment at the fund-specific level, despite aggregate complex-level holdings and deferred plan participation .
- Audit Committee financial expert designation not held by Wolff; while not required, financial expert designations reside with other members, placing technical financial oversight emphasis away from Wolff .
-
Compensation Trends
- Shift to retainer-based structure effective Jan 1, 2024 with increased committee retainers and chair fees effective Jan 1, 2025—reduces meeting-fee variability, increases fixed compensation share; the Nominating & Governance Committee periodically reviews Board compensation .
Overall, Wolff’s governance profile emphasizes compliance/risk oversight (as chair) and legal/governance expertise, with consistent attendance and independence. The lack of fund-specific ownership in QQQX is a monitoring point for investor alignment, partially mitigated by the deferred compensation structure and aggregate complex-level holdings .