Terence J. Toth
About Terence J. Toth
Independent Board Member of Nuveen Global High Income Fund (JGH), born 1959, serving since 2008 (Class II; current term through the 2026 annual meeting) with deep asset management and securities lending experience. Former CEO/President of Northern Trust Global Investments; Co‑founding Partner of Promus Capital; prior leadership at Bankers Trust and Northern Trust Company. Education: BS, University of Illinois; MBA, NYU; CEO Perspectives Program, Northwestern (2005). Independence affirmed (not an “interested person” of the Funds or Adviser and never an employee/director of TIAA/Nuveen) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Promus Capital | Co‑Founding Partner | 2008–2017 | Investment advisory leadership |
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led investment unit; previously EVP, Quantitative Mgmt & Securities Lending (2000–2004) |
| Northern Trust Company | Various positions | 1994 onward (prior to 2004) | Head of Gov’t Trading & Cash Collateral Investment (1982–1986) |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Built global securities lending |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Asset management board service |
| Fulcrum IT Service LLC | Director | 2010–2019 | Gov’t IT services oversight |
| LogicMark LLC | Director | 2012–2016 | Health services device co. board |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing company governance |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Catalyst Schools of Chicago | Board Member | Since 2008 | Philanthropy; education |
| Mather Foundation | Board Member; Investment Committee Chair | Since 2012; Chair 2017–2022 | Philanthropy; investment oversight |
| Kehrein Center for the Arts | Chair & Board Member | 2021–2024 | Arts philanthropy leadership |
| Chicago Fellowship Board | Member | 2005–2016 | Philanthropy |
Board Governance
- Independence: All nominees/current Board Members are Independent under the 1940 Act; none have been employees/directors of TIAA or Nuveen .
- Committees and roles:
- 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; Amy B.R. Lancellotta) .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year .
- Meetings (JGH last fiscal year): Regular Board 5; Special Board 9; Executive 5; Dividend 10; Compliance 5; Audit 14; Nominating & Governance 5; Investment 4; Closed‑End Fund 4 .
- Chair structure: Independent Chair of the Board is Robert L. Young; unitary board across Nuveen funds .
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual Board Retainer (Independent Board Members) | $350,000 | Jan 1, 2024 | Paid across fund complex |
| Audit Committee membership retainer | $30,000 → $35,000 | $30k 2024; $35k from Jan 1, 2025 | Per member |
| Compliance Committee membership retainer | $30,000 → $35,000 | $30k 2024; $35k from Jan 1, 2025 | Per member |
| Investment Committee membership retainer | $20,000 → $30,000 | $20k 2024; $30k from Jan 1, 2025 | Per member |
| Dividend, Nominating & Governance, Closed‑End Committees membership retainer | $20,000 → $25,000 | $20k 2024; $25k from Jan 1, 2025 | Per committee |
| Board Chair additional retainer (not Toth) | $140,000 → $150,000 | $140k 2024; $150k from Jan 1, 2025 | Independent Chair |
| Ad hoc meetings | $1,000 or $2,500 | Ongoing | Based on length/immediacy |
| Special assignment committees | Chair quarterly $1,250; members quarterly from $5,000 | Ongoing | If applicable |
| JGH aggregate compensation to Toth (last fiscal year) | $1,456 | FY ended Dec 31, 2024 | Fund‑level allocation |
| Total compensation to Toth across fund complex (last fiscal year) | $575,750 | FY ended 2024 | Includes allocations across Nuveen funds |
| Deferred compensation credited (JGH) | $479 | As of last fiscal year | Under Deferred Compensation Plan |
Deferred Compensation Plan allows directors to defer fees into accounts notionally invested in eligible Nuveen funds; distributions may be lump sum or over 2–20 years .
Performance Compensation
- No performance‑based compensation, stock awards or options are disclosed for Independent Board Members of JGH; compensation is cash retainers/meeting fees with optional deferral .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Toth in the past five years; disclosed roles are primarily non‑profits |
| Prior public company boards (past five years) | None disclosed |
| Other boards (corporate/private) | Legal & General Investment Management America, Inc. (2008–2013); Fulcrum IT Service LLC (2010–2019); LogicMark LLC (2012–2016); Quality Control Corporation (2012–2021) |
| Potential adviser interlocks | Appendix identifies board members with holdings in companies advised by affiliates; Toth not listed among those with such holdings in the provided table |
Expertise & Qualifications
- Asset management leadership: Former CEO/President of Northern Trust Global Investments; EVP in quantitative management and securities lending .
- Global securities lending and trading: Managing Director, Bankers Trust; roles in government trading and cash collateral at Northern Trust .
- Board governance: Extensive fund board service since 2008; service across 218 portfolios overseen in fund complex .
- Education: BS (University of Illinois), MBA (New York University), CEO Perspectives Program (Northwestern, 2005) .
Equity Ownership
| Measure | JGH (Global High Income) | Fund Complex Aggregate |
|---|---|---|
| Dollar range of equity beneficially owned | $0 | Over $100,000 |
| Shares beneficially owned | 0 | Not aggregated in shares; varies by fund; group holdings <1% |
| Ownership as % of outstanding shares | <1% (individual; group also <1%) | Not applicable |
| Deferred comp balance (JGH) | $479 credited (notional) | Not disclosed (aggregate by fund available) |
Governance principle: Each Board Member is expected to invest at least the equivalent of one year’s compensation in funds in the Fund Complex; holdings are disclosed in Appendix A (aggregate “Over $100,000”) .
Governance Assessment
- Strengths: Long tenure since 2008; independent; sits on key oversight committees (Executive, Compliance, N&G, Investment); attended ≥75% of meetings; deep asset‑management and risk oversight background supporting board effectiveness .
- Alignment: No direct JGH share ownership (0; $0 range), but aggregate holdings across the complex are “Over $100,000” and participation in deferred compensation reflects some alignment with fund outcomes broadly rather than JGH specifically .
- Compensation structure: Pure cash retainer/committee fees (no equity/options), with material increases effective 2024–2025; fund‑level allocation to JGH modest ($1,456), suggesting low direct economic sensitivity to JGH performance absent personal investment .
- Conflicts/Red flags: No Section 16(a) delinquency; no related‑party transactions disclosed for Toth; not listed among board members with affiliate‑advised company holdings; independence affirmed .
RED FLAG: Zero JGH share ownership may be viewed as a weaker signal of fund‑specific alignment despite aggregate complex holdings and the board’s investment expectation .