Terence J. Toth
About Terence J. Toth
Independent Trustee of Nuveen S&P 500 Buy-Write Income Fund (BXMX) since 2008; Class II term through the 2026 annual meeting. Born 1959; BS University of Illinois and MBA NYU; completed Northwestern University’s CEO Perspectives Program (2005). Former CEO/President of Northern Trust Global Investments, with extensive experience in quantitative management and securities lending; never an employee or director of TIAA/Nuveen or any affiliate and deemed independent under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led investment organization, previously EVP Quantitative Management & Securities Lending |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Built securities lending platform |
| Northern Trust | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Treasury trading oversight |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Board oversight, asset management |
| Fulcrum IT Service LLC | Director | 2010–2019 | Gov’t IT services board oversight |
| LogicMark LLC | Director | 2012–2016 | Health services oversight |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing oversight |
| Northern Trust Mutual Funds/Global Investments/Japan/Securities/Hong Kong | Board roles | 1997–2007 | Multiple governance roles across Northern Trust entities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catalyst Schools of Chicago | Director | Since 2008 | Education/philanthropy |
| Mather Foundation | Director; former Investment Committee Chair | Since 2012; Chair 2017–2022 | Philanthropy; investment oversight |
| Kehrein Center for the Arts | Chair and Board Member | 2021–2024 | Philanthropy |
| Chicago Fellowship Board | Member | 2005–2016 | Philanthropy |
| CEO Perspectives (Northwestern University) | Program Graduate | 2005 | Executive education |
Board Governance
- Independence: All BXMX Trustees, including Toth, are “Independent Board Members” under the 1940 Act and have never been employees/directors of TIAA/Nuveen or affiliates .
- Tenure and classification: Toth is a Class II Trustee; current term runs to the 2026 annual meeting; served on Nuveen funds boards since 2008 .
- Attendance: Each Board Member attended 75% or more of Board and committee meetings during the last fiscal year .
- Lead/Chair: Independent Chair is Robert L. Young; Toth is not Chair or Lead Independent Director .
- Committee assignments (BXMX): Executive Committee (member), Compliance, Risk Management & Regulatory Oversight Committee (member), Nominating & Governance Committee (member), Investment Committee (member); not on Dividend, Audit, or Closed-End Fund Committees .
- Meetings (BXMX last fiscal year): Regular Board 5; Special Board 9; Executive 5; Compliance 5; Nominating & Governance 5; Investment 4; Audit 14; Dividend 10; Closed-End Fund 4 .
| Committee | Toth Member? | Chair/Co‑Chair? | BXMX Meetings (last fiscal year) |
|---|---|---|---|
| Executive | Yes | No | 5 |
| Compliance, Risk Mgmt & Regulatory Oversight | Yes | No | 5 |
| Nominating & Governance | Yes | No | 5 |
| Investment | Yes | No | 4 |
| Audit | No | — | 14 |
| Dividend | No | — | 10 |
| Closed-End Fund | No | — | 4 |
Fixed Compensation
- Structure (effective Jan 1, 2024; increases effective Jan 1, 2025): Annual retainer $350,000; Committee membership retainers: Audit $30,000→$35,000 (2025), Compliance $30,000→$35,000 (2025), Investment $20,000→$30,000 (2025), Dividend $20,000→$25,000 (2025), Nominating & Governance $20,000→$25,000 (2025), Closed-End $20,000→$25,000 (2025). Chair premiums: Board $140,000→$150,000 (2025), Audit/Compliance $30,000→$35,000 (2025), Investment $20,000→$30,000 (2025), Dividend/N&G/Closed-End $20,000→$25,000 (2025). Ad hoc meetings $1,000–$2,500; special assignment committee quarterly fees (chair/co‑chair from $1,250; members from $5,000) .
- BXMX-paid compensation to Toth (last fiscal year): $5,121 .
- Total Nuveen fund complex compensation paid to Toth (last fiscal year): $575,750 .
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board Retainer | $350,000 | $350,000 | Applies to all Independent Trustees |
| Audit Committee Membership | $30,000 | $35,000 | Toth is not on Audit |
| Compliance Committee Membership | $30,000 | $35,000 | Toth member |
| Investment Committee Membership | $20,000 | $30,000 | Toth member |
| Nominating & Governance Membership | $20,000 | $25,000 | Toth member |
| Closed-End Fund Membership | $20,000 | $25,000 | Toth not a member |
| BXMX Fund—Aggregate paid to Toth | $5,121 (last fiscal year) | — | Per-fund allocation varies by net assets |
| Total Complex—Aggregate paid to Toth | $575,750 (last fiscal year) | — | Includes all Nuveen funds overseen |
Performance Compensation
- No equity (RSUs/PSUs) or option awards disclosed for Trustees; compensation is cash-based retainers, committee memberships, meeting fees, and optional deferred compensation; no performance metrics (revenue, EBITDA, TSR, ESG) are specified for director pay .
- Deferred Compensation Plan available; Toth’s deferred fees attributable to BXMX were $1,678 (fund-level deferred amount shown) .
| Item | Status | Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | No equity grants to Independent Trustees |
| Options (strike, vesting) | None disclosed | Not part of director comp |
| Performance metrics tied to pay | None disclosed | Compensation structure describes fixed retainers/fees only |
| Clawback provisions | Not disclosed | No director clawback terms in proxy |
| Change-of-control/severance | Not disclosed | Funds have no employees; officers uncompensated by Funds |
| Tax gross-ups | Not disclosed | No gross-ups noted |
| Deferred comp election (BXMX) | Elected | $1,678 deferred for BXMX; other fund deferrals listed in proxy |
Other Directorships & Interlocks
- Current public company boards for Toth: None disclosed in the past five years; prior roles include Northern Trust mutual funds and multiple private/non-profit boards .
- Shared directorships with competitors/suppliers/customers: None indicated for Toth in proxy appendices; interlock table lists holdings/conflicts for another trustee (Thomas J. Kenny), not Toth .
| Company | Role | Status |
|---|---|---|
| Public company boards | — | None disclosed for Toth |
| Adviser-affiliated private vehicles (conflict screen) | — | No Toth entries in conflicts table; Kenny listed, not Toth |
Expertise & Qualifications
- Executive leadership in asset management and quantitative strategies; former CEO/President of Northern Trust Global Investments .
- Deep securities lending, trading, and investment oversight experience .
- Governance credentials from multiple board roles; philanthropic investment committee leadership .
- Education: BS (University of Illinois), MBA (NYU), CEO Perspectives program (Northwestern) .
Equity Ownership
- BXMX ownership: Toth held 0 BXMX shares as of 12/31/2024; dollar range in BXMX: $0 .
- Ownership as % of BXMX outstanding: 0 of 104,165,285 BXMX common shares outstanding as of 2/18/2025 → 0.000% .
- Aggregate holdings across the Nuveen fund complex: Over $100,000 (dollar range across registered investment companies overseen) .
- Pledging/hedging: Not disclosed for Toth in proxy .
| Fund | Shares Owned | Dollar Range | % of Outstanding |
|---|---|---|---|
| BXMX (S&P 500 Buy‑Write Income Fund) | 0 | $0 | 0.000% of 104,165,285 |
Board principle expects each Trustee to invest at least one year of compensation in funds in the Fund Complex; aggregate dollar range for Toth exceeds $100,000, but proxy does not confirm guideline compliance amount or timing .
Insider Trades
- Section 16(a) compliance: The Funds report Board Members and officers complied with all applicable Section 16(a) filing requirements during the last fiscal year; no delinquent filings noted .
- Form 4 transactions: Not detailed in the proxy; no changes in BXMX ownership were disclosed for Toth (0 shares as of 12/31/2024) .
| Item | Status | Source |
|---|---|---|
| Section 16(a) filings | Compliant; no delinquencies | Proxy disclosure |
| BXMX Form 4 activity | Not disclosed in proxy; holdings 0 shares | Proxy appendix |
Governance Assessment
- Strengths: Long tenure (since 2008) provides continuity; independent status confirmed; active membership on Executive, Compliance, Nominating & Governance, and Investment Committees, supporting risk oversight and board effectiveness; attendance at least 75%+ across meetings .
- Alignment: Board guideline expects Trustees to invest roughly one year of compensation in complex funds; Toth’s aggregate complex holdings are “Over $100,000,” and he participates in deferred compensation, indicating some alignment across the complex .
- Compensation structure: Cash-based retainers and committee membership fees, with no equity or performance metrics; reduced conflict risk from pay design and clear committee fee disclosures .
- RED FLAG: No BXMX share ownership (0 shares; $0 dollar range) as of 12/31/2024—fund‑specific “skin‑in‑the‑game” is limited, though complex‑level holdings exist .
- Conflicts/related party: No Toth‑specific related‑party transactions or adviser‑affiliated investments disclosed in conflicts appendix; Section 16 compliance reported .
- Implication: Governance quality appears sound (independence, committee engagement, attendance), but lack of BXMX holdings may be viewed negatively by some investors seeking fund‑specific alignment; monitoring future BXMX ownership disclosures and continued committee effectiveness is advisable .