Margaret L. Wolff
About Margaret L. Wolff
Margaret L. Wolff (born 1955) is an independent Board Member of the Nuveen funds complex, serving since 2016. She retired from Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after 30+ years in the M&A Group, advising boards and senior management on corporate governance, fiduciary, securities, and strategic matters. She holds a BA from Mount 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/senior management on governance, fiduciary, securities, regulatory, and strategic issues . |
| Mount Holyoke College | Trustee; Vice Chair | Trustee 2005–2015; Vice Chair 2011–2015 | Board leadership; governance responsibilities . |
| Travelers Canada (The Travelers Companies, Inc. Canadian ops) | Director (two subsidiaries) | 2013–2017 | Oversight at regulated insurance entities . |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| New York–Presbyterian Hospital | Trustee | Since 2005 . |
| The John A. Hartford Foundation | Trustee; Chair (former) | Trustee since 2004; Chair 2015–2022 . |
Board Governance
- Independence: Listed among Board Members/nominees who are not “interested persons,” and serves on committees composed entirely of Independent Board Members under NYSE/NASDAQ standards for closed-end funds .
- Committee assignments:
- Chair, Compliance, Risk Management and Regulatory Oversight Committee .
- Member, Audit Committee .
- Member, Nominating & Governance Committee .
- Member, Investment Committee .
- Member, Closed-End Fund Committee .
- Attendance: Each Board Member attended at least 75% of Board and relevant committee meetings in the last fiscal year .
- Election status: For funds with Preferred Shares, Wolff is a nominee for a term expiring at the next annual meeting; for certain funds (including Real Asset, Multi-Asset Income, Multi-Market Income), nominee as Class I Board Member to 2028 .
- Board leadership: Independent Chair is Robert L. Young (not Wolff) .
Fixed Compensation
| Component | Amount | Effective Date/Notes |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2024 . |
| Committee membership – Audit | $30,000 → $35,000 | $30k in 2024; $35k from Jan 1, 2025 . |
| Committee membership – Compliance | $30,000 → $35,000 | “respectively” indicates Compliance same increase schedule . |
| Committee membership – Investment | $20,000 → $30,000 | Increase from Jan 1, 2025 . |
| Committee membership – Dividend, Nominating, Closed-End | $20,000 → $25,000 | Increase from Jan 1, 2025 . |
| Chair retainer – Compliance Committee | $30,000 → $35,000 | Increase from Jan 1, 2025 . |
| Ad hoc meeting fees | $1,000 or $2,500 per meeting | Based on length/immediacy . |
| Special assignment committee fees | Chair: quarterly starting $1,250; Members: quarterly starting $5,000 | As needed . |
| Prior structure (2023) | $210,000 annual retainer plus per-meeting fees (e.g., $7,250 regular Board; $5,000 Compliance; $2,500 Audit/Closed-End/Investment; etc.) | Replaced by 2024 retainer model . |
| SPXX-specific aggregate compensation to Wolff | $965 | “Aggregate Compensation from the Funds” (S&P Dynamic Overwrite = SPXX) last fiscal year . |
| Total compensation from funds in the complex (Wolff) | $535,644 | Last fiscal year total across funds . |
Observation: Compensation shifted from per-meeting to higher fixed retainers in 2024, simplifying pay and potentially increasing guaranteed compensation relative to at-risk meeting fees .
Performance Compensation
| Element | Mechanism | SPXX-linked Amount |
|---|---|---|
| Deferred Compensation Plan (for Independent Board Members) | Directors may defer fees; deferral credited to a book reserve account that tracks the value as if invested in eligible Nuveen funds; distributions lump sum or over 2–20 years | Wolff’s deferred fees allocated to S&P Dynamic Overwrite (SPXX): $592; S&P Buy-Write: $1,678 . |
- No equity awards (RSUs/PSUs) or options are disclosed for Independent Board Members; compensation is cash retainers with optional deferral that references fund returns, not corporate performance metrics .
- Clawbacks, severance/change-of-control, or tax gross-ups are not disclosed for directors in the proxy materials; funds do not have employees and officers serve without compensation from the funds .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|---|
| Travelers Insurance Company of Canada; The Dominion of Canada General Insurance Company | Public company subsidiaries (insurance) | Director | 2013–2017 (former) | No current interlock disclosed . |
| New York–Presbyterian Hospital | Non-profit | Trustee | Since 2005 | No related-party transactions disclosed . |
| The John A. Hartford Foundation | Non-profit | Trustee; former Chair | Since 2004; Chair 2015–2022 | No related-party transactions disclosed . |
- Appendix A shows disclosure of Board Members’ securities ownership in companies advised by entities under common control with the Funds’ adviser; Wolff is not listed with such holdings (example shown for another trustee), reducing related-party exposure risk .
Expertise & Qualifications
- Governance/legal expertise: Decades advising boards/senior management on governance, fiduciary duties, regulatory and strategic matters in complex M&A contexts .
- Academic credentials: BA (Mount Holyoke), JD (Case Western Reserve) .
- Board experience: Multiple non-profit trusteeships and prior insurance subsidiary directorships; deep exposure to healthcare philanthropy and aging care policy via JAHF .
Equity Ownership
| Metric | SPXX (S&P Dynamic Overwrite) | Fund Complex Note |
|---|---|---|
| Beneficial shares owned (as of dates disclosed) | 0 | Appendix A displays “0” for Wolff across listed funds including S&P Dynamic Overwrite . |
| Ownership % | <1% (individual) | As of Feb 18, 2025, each Board Member’s individual beneficial shareholdings were <1% of outstanding shares for each fund; group also <1% . |
| Deferred comp balance referencing SPXX | $592 | Deferred fees table shows Wolff’s SPXX-linked amount . |
| Board Member investment expectation | Expected to invest at least one year of compensation in funds in the Fund Complex (direct or deferred) | Governance principle adopted by boards . |
Alignment signal: Direct SPXX ownership is zero; alignment is partially achieved via deferred compensation balances referencing Nuveen funds, though Wolff’s SPXX-linked amount is small relative to total compensation .
Governance Assessment
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Strengths
- Independent status and service across key oversight committees, including chairing Compliance—central to risk management and regulatory oversight .
- Documented attendance (≥75%) indicates engagement; broad committee participation suggests active oversight .
- Deep governance/legal expertise from Skadden M&A practice enhances board effectiveness in complex matters .
-
Weaknesses / RED FLAGS
- SPXX-specific ownership is zero; despite a governance principle encouraging investment equivalent to one year of compensation, disclosed SPXX-linked deferred amount is modest ($592), potentially weakening SPXX-specific alignment for buy-write strategy shareholders .
- 2024 pay structure elevates fixed retainers (e.g., $350k base plus committee/chair fees), increasing guaranteed compensation versus prior per-meeting model; may reduce pay-for-effort sensitivity if meeting load varies .
-
Other observations
- No related-party transactions, tax gross-ups, or equity award repricings disclosed; mitigates conflict risk .
- Board has an Independent Chair, and committees have written charters; governance infrastructure and risk oversight processes are formalized .
Insider Trades
- No Form 4 insider trading filings found for SPXX during the search window [Form 4 list: none].