Terence J. Toth

About Terence J. Toth

Independent Board Member of Nuveen Floating Rate Income Fund (JFR) since 2008; Class II trustee with current term running until the 2026 annual meeting. Born 1959; former CEO/President of Northern Trust Global Investments and co‑founding partner of Promus Capital. Education: B.S., University of Illinois; MBA, New York University; CEO Perspectives Program, Northwestern University (2005). Oversees 218 Nuveen portfolios as part of the unitary board structure.

Past Roles

External Roles

Board Governance

• Independence: All nominees and trustees, including Toth, are “Independent Board Members” under the 1940 Act; none has been an employee or director of TIAA/Nuveen or affiliates.
• Class/Term: Class II; last elected May 8, 2023; term to 2026 annual meeting.
• Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year.
• Committees (JFR complex-wide):
  • Executive Committee – Member (Chair: Robert L. Young)
  • Compliance, Risk Management & Regulatory Oversight Committee – Member (Chair: Margaret L. Wolff)
  • Nominating & Governance Committee – Member (Chair: Robert L. Young)
  • Investment Committee – Member (Co-Chairs: Joseph A. Boateng and Amy B.R. Lancellotta)
  • Not listed as a member of the Audit Committee or Closed‑End Fund Committee.
• Meeting load (JFR – last fiscal year ended July 31, 2024):
  • Regular Board: 5; Special Board: 8; Executive: 8; Dividend: 8; Compliance: 6; Audit: 14; Nominating & Governance: 5; Investment: 4; Closed‑End Fund: 4.

Fixed Compensation

• Structure changes:
  • Pre‑2024: $210,000 annual retainer; per‑meeting fees (e.g., $7,250 regular Board; varying committee meeting fees); chair retainers (Board Chair $140,000; key committee chairs $20,000).
  • Effective Jan 1, 2024: $350,000 annual retainer plus annual retainers for committee membership (Audit & Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed‑End $20,000); additional chair retainers (e.g., Board Chair $140,000; Audit/Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed‑End $20,000).
  • Effective Jan 1, 2025: Committee member retainers increased (Audit & Compliance $35,000; Investment $30,000; Dividend/Nominating/Closed‑End $25,000) and Board Chair to $150,000.

Performance Compensation

• Equity/option awards: None disclosed for independent trustees. Compensation is cash retainers/fees; directors may elect to defer fees under the Deferred Compensation Plan (value tracks selected Nuveen funds).
• Deferred compensation (Participating Funds) – amounts payable include: JFR (Floating Rate Income) – Toth $3,051.

Other Directorships & Interlocks

• Related‑party or adviser‑affiliated holdings: Appendix listing of directors owning securities in companies advised by adviser‑affiliated entities includes others (e.g., Kenny) but does not list Toth.

Expertise & Qualifications

• Deep investment management and securities lending experience (former CEO/President, Northern Trust Global Investments; prior senior roles at Northern Trust and Bankers Trust).
• Committee footprint spans executive actions, risk/compliance, governance, and investment oversight.
• Not designated as an “audit committee financial expert” (designations identified for Nelson, Moschner, Starr, and Young).
• Education: B.S. (University of Illinois); MBA (NYU); CEO Perspectives Program (Northwestern, 2005).

Equity Ownership

• Board guideline: trustees are expected to invest at least one year of compensation in Nuveen funds (directly or via deferral across the complex); individual compliance status is not disclosed.

Governance Assessment

• Positives

  • Independent status, long tenure (since 2008), and broad fund governance experience; meets attendance threshold (≥75%) with heavy meeting load (e.g., 14 audit, 6 compliance, 8 executive for JFR).
  • Material committee engagement (Executive; Compliance/Risk; Nominating & Governance; Investment) supports board effectiveness in risk oversight and governance processes.
  • No disclosed related‑party securities holdings via adviser‑affiliated vehicles; no Section 16(a) delinquencies reported.

• Watch items

  • Cash‑heavy director pay with sizable increases (retainer up to $350,000 in 2024 and higher committee retainers in 2025) raises scrutiny on cost vs. outcomes; no performance‑based or equity alignment features for independent trustees.
  • JFR‑specific ownership is modest (3,720 shares; ~0.0028%); while the board’s guideline applies to total Nuveen fund investments, individual compliance levels are not disclosed.
  • Not designated as an audit committee financial expert (could matter for audit oversight depth, though he does not sit on the Audit Committee).

• Overall implication: Toth’s profile combines seasoned asset‑management leadership with multi‑committee participation, supporting governance depth. Key investor focus points are pay structure (cash‑heavy, higher retainers), clarity on ownership‑guideline adherence at the individual level across the complex, and JFR‑specific ownership alignment.