Terence Toth

About Terence J. Toth

Independent Board Member of Nuveen Core Equity Alpha Fund (JCE); born 1959; joined the Nuveen Funds Board in 2008 and currently serves as a Class II trustee with a term expiring at the 2026 annual meeting. Former CEO and President of Northern Trust Global Investments and co‑founding partner of Promus Capital; holds a BS from the University of Illinois, an MBA from NYU, and completed Northwestern’s CEO Perspectives Program (2005). The Nuveen Funds disclose that all current trustees, including Toth, are “Independent Board Members” (not interested persons and never employees of TIAA/Nuveen) .

Past Roles

External Roles

Board Governance

• Independence: Nuveen Funds confirm all nominees and trustees, including Toth, are independent (not “interested persons”) and never employees of TIAA/Nuveen .
• Committee assignments (JCE and Nuveen closed-end unitary board):
  • Executive Committee: Member (Chair: Young; members Kenny, Nelson, Toth) .
  • Compliance, Risk Management & Regulatory Oversight Committee: Member (Chair: Wolff; members include Forrester, Kenny, Medero, Moschner, Toth) .
  • Nominating & Governance Committee: Member (Chair: Young; members include Boateng/Forrester, Kenny, Lancellotta, Medero, Moschner, Nelson, Starr, Thornton, Toth, Wolff) .
  • Investment Committee: Member (Co‑Chairs Boateng/Lancellotta; members include Forrester, Kenny, Medero, Moschner, Nelson, Starr, Thornton, Toth, Wolff, Young) .
• Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
• Meeting cadence (JCE last fiscal year, Dec 31, 2024):

  Meeting Type	Count
  Regular Board	5
  Special Board	9
  Executive Committee	5
  Dividend Committee	10
  Compliance Committee	5
  Audit Committee	14
  Nominating & Governance	5
  Investment Committee	4
  Closed-End Fund Committee	4

Fixed Compensation

• Structure (Independent Board Members; effective Jan 1, 2024; increases effective Jan 1, 2025):

  Component	2024 Amount (USD)	2025 Amount (USD)
  Annual Board Retainer	350,000	350,000
  Audit Committee membership	30,000	35,000
  Compliance Committee membership	30,000	35,000
  Investment Committee membership	20,000	30,000
  Dividend Committee membership	20,000	25,000
  Nominating & Governance Committee membership	20,000	25,000
  Closed-End Funds Committee membership	20,000	25,000
  Chair/Co‑Chair stipends (Board; Audit; Compliance)	140,000 (Board); 30,000 (Audit/Compliance)	150,000 (Board); 35,000 (Audit/Compliance)
  Investment Chair stipend	20,000	30,000
  Dividend/Nominating/Closed-End Chair stipends	20,000	25,000
  Ad hoc meeting fees	1,000 or 2,500 per meeting	1,000 or 2,500 per meeting
  Special assignment committees	Chair/co‑chair quarterly ≥1,250; members quarterly ≥5,000	Same

• JCE fund-level pay (last fiscal year): Aggregate compensation paid by JCE to Toth was $780; total compensation across the Nuveen Fund Complex paid to Toth was $575,750 .

Performance Compensation

• Not applicable. Nuveen Funds’ independent trustees receive cash retainers and committee fees; no equity awards, options, or performance‑metric‑linked pay are disclosed for directors .

Other Directorships & Interlocks

• No current public company directorships are disclosed for Toth in the last five years; philanthropic boards noted above .

Expertise & Qualifications

• Senior asset management leadership (CEO/President Northern Trust Global Investments; securities lending) .
• Investment oversight and compliance experience via committee roles (Compliance; Investment; Nominating & Governance; Executive) .
• Education: BS (University of Illinois); MBA (NYU); CEO Perspectives (Northwestern) .

Equity Ownership

• Ownership guideline: Board governance principle expects each trustee to invest at least one year of compensation (direct or deferred) in funds across the complex; exact compliance status per individual not determinable from ranges .
• Beneficial dollar ranges (as of Dec 31, 2024):

  Fund	Dollar Range
  JCE (Core Equity Alpha)	$0
  JFR (Floating Rate Income)	$10,001–$50,000
  NMCO (Municipal Credit Opportunities)	$50,001–$100,000
  Aggregate across all registered investment companies overseen	Over $100,000

• Shares owned (as of Dec 31, 2024):

  Fund	Shares
  JCE (Core Equity Alpha)	0
  JFR (Floating Rate Income)	3,720
  NMCO (Municipal Credit Opportunities)	7,925

• All trustees and officers as a group owned less than 1% of outstanding shares of each fund; each individual trustee’s beneficial holdings were <1% as of Feb 18, 2025 .

Governance Assessment

• Positives:
  • Long tenure and broad fund complex oversight (since 2008), with active roles on Executive, Compliance, Nominating & Governance, and Investment committees supporting risk oversight and board effectiveness .
  • Confirmed independence from TIAA/Nuveen; strong attendance (≥75% of meetings) and established governance processes under unitary board structure .
  • Transparent director compensation framework with published retainers and committee fees; deferred compensation option and published guideline to invest one year of compensation to align interests .
• Watch items / RED FLAGS:
  • No disclosed personal ownership in JCE, though holdings exist in other Nuveen funds; inability to confirm compliance with “one‑year compensation” ownership guideline from disclosed ranges (aggregate “Over $100,000” vs. $575,750 total compensation) .
  • Significant pay step‑up for independent trustees effective 2024–2025 (annual retainer increased to $350,000; multiple committee member and chair stipends raised), which may invite scrutiny on pay inflation vs. fund performance/discount actions; board notes Closed‑End Fund Committee oversight on discounts and repurchases .
  • No specific related‑party transactions or pledging/hedging disclosures tied to Toth; continue monitoring Section 16 filings and proxy appendices for future changes (current proxy indicates timely Section 16 compliance) .