Terence Toth
About Terence J. Toth
Independent trustee of Nuveen Mortgage & Income Fund (JLS) with service across the Nuveen Funds unitary board since 2008; year of birth 1959. Former CEO/President of Northern Trust Global Investments and co‑founding partner of Promus Capital, with earlier leadership in securities lending and trading. Education includes a BS (University of Illinois), MBA (NYU), and the CEO Perspectives Program at Northwestern University. Classified as an Independent Board Member (not an “interested person” of TIAA/Nuveen) under the 1940 Act, and currently serving as a Class II trustee with a term running to the 2026 annual meeting for JLS and related funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led asset management business; earlier EVP, Quantitative Mgmt & Securities Lending (2000–2004) |
| Promus Capital | Co‑Founding Partner | 2008–2017 | Co‑founded investment advisory firm |
| Bankers Trust | Managing Director, Head of Global Securities Lending | 1986–1994 | Securities lending leadership |
| Northern Trust (earlier tenure) | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Trading and investment operations |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Board oversight at asset manager |
| Fulcrum IT Service LLC | Director | 2010–2019 | Board service (IT services to government) |
| LogicMark LLC | Director | 2012–2016 | Board service (health services) |
| Quality Control Corporation | Director | 2012–2021 | Board service (manufacturing) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catalyst Schools of Chicago | Board Member | Since 2008 | Philanthropy/education |
| Mather Foundation | Board Member; former Investment Committee Chair | Since 2012; Chair 2017–2022 | Philanthropy; investment oversight |
| Kehrein Center for the Arts | Chair and Board Member | 2021–2024 | Philanthropy; board leadership |
No current public company directorships are listed for Toth in the “Other Directorships…Past Five Years” table; other trustees do list such roles, reinforcing Toth’s low external public company board load .
Board Governance
- Independence: All nominees and current trustees (including Toth) are independent—none are “interested persons” of the Funds or TIAA/Nuveen affiliates .
- Class/Term: Class II trustee for JLS (Nuveen Mortgage & Income Fund), with the Class II term expiring at the 2026 annual meeting; originally joined the Nuveen Funds board in 2008 .
- Committee Assignments (no chair roles):
- Executive Committee – Member
- Compliance, Risk Management & Regulatory Oversight Committee – Member
- Nominating & Governance Committee – Member
- Investment Committee – Member
- Not on Audit Committee; not on Dividend Committee; not on Closed‑End Fund Committee
- Board Leadership: Independent Chair is Robert L. Young; the board operates a unitary structure across Nuveen Funds .
- Attendance: Each trustee attended at least 75% of board and applicable committee meetings during the last fiscal year .
JLS (Mortgage & Income) board/committee meeting cadence (last fiscal year):
| Meeting Type | Count |
|---|---|
| Regular Board | 5 |
| Special Board | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight | 5 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
Board compensation is cash-based and paid by funds in the complex; no equity grants.
| Component | 2023 Structure | 2024 Structure | 2025 Structure |
|---|---|---|---|
| Independent Trustee Annual Retainer | $210,000 | $350,000 | $350,000 |
| Audit Committee membership retainer | $2,500 per meeting | $30,000 | $35,000 |
| Compliance, Risk Mgmt & Regulatory Oversight membership retainer | $5,000 per meeting | $30,000 | $35,000 |
| Investment Committee membership retainer | $2,500 per meeting | $20,000 | $30,000 |
| Dividend, Nominating & Governance, Closed‑End Funds membership retainer | $1,250–$5,000 per meeting | $20,000 | $25,000 |
| Board Chair additional retainer | $140,000 | $140,000 | $150,000 |
| Committee Chair additional retainers | $20,000 (most) | $20,000–$30,000 | $25,000–$35,000 |
| Ad hoc mtgs / special assignments | Per‑meeting fees | $1,000–$2,500 (ad hoc); special assignment stipends | $1,000–$2,500 (ad hoc); special assignment stipends |
Toth’s FY compensation (most recent fiscal year):
| Metric | Amount |
|---|---|
| Aggregate compensation from JLS (Mortgage & Income) | $479 |
| Total compensation from funds in the Fund Complex | $575,750 |
Notes:
- Deferred Compensation Plan available; trustees may elect deferral into notional fund shares; participating fund totals are disclosed by director/fund .
Performance Compensation
| Element | Disclosed? | Details |
|---|---|---|
| Annual/Long‑term performance bonus | No | Trustee pay is fixed retainer plus committee retainers and meeting fees; no performance bonus structure disclosed |
| Equity grants (RSUs/PSUs/Options) | No | No equity awards to trustees; only deferred compensation plan tied to fund returns if elected |
| Performance metrics (TSR, EBITDA, ESG) | No | Not applicable to independent trustees |
| Clawback provisions | Not applicable | No executive-style clawbacks for trustees disclosed |
Other Directorships & Interlocks
| Company/Institution | Role | Public/Private | Potential Interlock |
|---|---|---|---|
| Legal & General Investment Management America, Inc. (past) | Director (2008–2013) | Private (subsidiary of a public group) | Asset management industry experience; no current interlock disclosed |
| Fulcrum IT Service LLC (past) | Director (2010–2019) | Private | None disclosed |
| LogicMark LLC (past) | Director (2012–2016) | Private | None disclosed |
| Quality Control Corporation (past) | Director (2012–2021) | Private | None disclosed |
| Catalyst Schools of Chicago; Mather Foundation; Kehrein Center for the Arts | Board roles | Non‑profit | None disclosed |
The proxy’s table of trustees’ securities in entities advised by Nuveen‑affiliated advisers includes entries for another trustee (Kenny) but none for Toth, suggesting no such related holdings for Toth at the reference date .
Expertise & Qualifications
- Investment management leadership (Northern Trust Global Investments CEO/President; Promus Capital co‑founder) .
- Deep securities lending, trading, and quantitative management background .
- Board/governance experience across private companies and non‑profits .
- Education: BS (University of Illinois), MBA (NYU), CEO Perspectives Program (Northwestern) .
Equity Ownership
Ownership alignment framework:
- Governance principle: each trustee is expected to invest at least the equivalent of one year of compensation in funds across the Nuveen Fund Complex (directly or deferred) .
- As of Feb 18, 2025, each trustee’s beneficial holdings in each individual fund (including JLS) were <1% of the fund’s outstanding shares .
Toth’s disclosed holdings:
| Fund | Dollar Range (12/31/2024) | Shares (12/31/2024) |
|---|---|---|
| Nuveen Mortgage & Income Fund (JLS) | $0 | 0 |
| Nuveen Municipal Credit Opportunities (NMCO) | $50,001–$100,000 | 7,925 |
| Nuveen Floating Rate Income (JFR) | $10,001–$50,000 | 3,720 |
| Aggregate across Fund Complex | Over $100,000 | — |
Insider reporting and trades:
- The funds state trustees complied with all applicable Section 16(a) filing requirements in the last fiscal year and the prior fiscal year .
Governance Assessment
- Independence and tenure: Toth is a long‑tenured independent trustee (since 2008) with no ties to TIAA/Nuveen, supporting board independence .
- Committee workload: Serves on Executive, Compliance/Risk, Nominating & Governance, and Investment committees—broad exposure to oversight of risk, governance, and performance; not on the Audit Committee or Closed‑End Fund Committee .
- Attendance and engagement: The board reports each trustee met the ≥75% attendance threshold; JLS held 5 regular and 9 special board meetings plus active committee cadence, indicating a meaningful time commitment .
- Pay structure and alignment: Trustee pay rose materially in 2024 with higher retainers again in 2025; compensation is cash‑based with an optional deferred plan. Toth’s complex‑wide compensation was $575,750 in the last fiscal year; aggregate holdings across the complex are “Over $100,000,” but the range disclosure prevents a definitive assessment of compliance with the “one‑year comp” guideline .
- Fund‑specific ownership: Toth holds no JLS shares (0), which may be viewed as a weaker fund‑specific alignment signal, albeit consistent with the complex‑wide ownership guideline approach used by Nuveen Funds .
- Conflicts/related parties: No Toth‑specific related‑party holdings with Nuveen‑affiliated advised companies are listed; no delinquent Section 16(a) reporting noted for trustees .
RED FLAGS: None explicit in disclosures; modest concern is the absence of JLS‑specific share ownership by Toth, despite the complex‑level ownership expectation. Monitoring compensation inflation (retainer and committee fee increases) versus board workload/engagement remains prudent for alignment assessment .
Fund reference: Nuveen Mortgage & Income Fund (JLS) appears among funds covered by the joint proxy statement .