Terence Toth
About Terence J. Toth
Independent Board Member of the Nuveen fund complex, born 1959; joined the Board in 2008 and currently serves as a Class II member with a term expiring at the 2026 annual meeting. Formerly Co-Founding Partner at Promus Capital and CEO/President of Northern Trust Global Investments; prior roles include Executive Vice President for Quantitative Management & Securities Lending. Education: B.S. University of Illinois; MBA New York University; completed Northwestern University’s CEO Perspectives Program in 2005. The Board classifies him as an Independent Board Member under the 1940 Act and NYSE/NASDAQ standards, and he has never been an employee or director of TIAA/Nuveen or affiliates .
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 asset management; earlier EVP Quant Mgmt & Securities Lending (2000–2004) |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Built global securities lending platform |
| Northern Trust | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Trading and collateral management |
| Legal & General Investment Management America | Director | 2008–2013 | Board oversight in asset management |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing governance |
| Fulcrum IT Service LLC | Director | 2010–2019 | Gov’t IT services oversight |
| LogicMark LLC | Director | 2012–2016 | Health services governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mather Foundation | Director; formerly Investment Committee Chair | Since 2012; Chair 2017–2022 | Oversaw investments |
| Catalyst Schools of Chicago | Director | Since 2008 | Philanthropy board service |
| Kehrein Center for the Arts | Chair & Director | 2021–2024 | Board leadership |
| Northern Trust Mutual Funds/Global Investments/Japan/HK/Securities Inc. Boards | Director | Various 1997–2007 | Multiple Northern Trust boards |
Board Governance
- Committee assignments and roles:
- Executive Committee: Member (Young, Chair; Kenny; Nelson; Toth) .
- Compliance, Risk Management and Regulatory Oversight Committee: Member (Wolff, Chair; Forrester; Kenny; Medero; Moschner; Toth) .
- Investment Committee: Member (Boateng and Lancellotta, Co-Chairs; Forrester; Kenny; Medero; Moschner; Nelson; Starr; Thornton; Toth; Wolff; Young) .
- Nominating & Governance Committee: Member (Young, Chair; includes Toth among independent members) .
- Dividend Committee: Not listed as a member (Thornton, Chair; Lancellotta; Kenny; Nelson; Starr) .
- Audit Committee: Not listed as a member (Nelson, Chair; Boateng; Lancellotta; Starr; Thornton; Wolff; Young) .
- Attendance and engagement:
- Each Board Member attended 75% or more of Board and committee meetings during the last fiscal year .
- Meeting cadence last fiscal year (example selection): Regular Board 5, Audit 14, Compliance 5, Investment 4, Nominating 5 for many funds including JMM’s complex peers .
- Independence:
- All nominees and current Board Members (including Toth) are not “interested persons” under the 1940 Act and have never been an employee or director of TIAA/Nuveen or affiliates .
- Tenure/term:
- Class II Board Member; last elected May 8, 2023; term expires at 2026 annual meeting .
Fixed Compensation
| Component | 2024 | 2025 (effective Jan 1, 2025) |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | $350,000 |
| Audit Committee membership retainer | $30,000 | $35,000 |
| Compliance Committee membership retainer | $30,000 | $35,000 |
| Investment Committee membership retainer | $20,000 | $30,000 |
| Dividend Committee membership retainer | $20,000 | $25,000 |
| Nominating & Governance Committee membership retainer | $20,000 | $25,000 |
| Closed-End Fund Committee membership retainer | $20,000 | $25,000 |
| Board Chair/Co-Chair additional retainer | $140,000 | $150,000 |
| Audit/Compliance Committee Chair/Co-Chair | $30,000 | $35,000 |
| Investment Committee Chair/Co-Chair | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Chair/Co-Chair | $20,000 | $25,000 |
| Ad hoc meeting fee | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting |
| Special assignment committee fees | Chair: quarterly starting at $1,250; Members: quarterly starting at $5,000 | Chair: quarterly starting at $1,250; Members: quarterly starting at $5,000 |
| Aggregate compensation paid to Toth (Fund Complex, last fiscal year) | $575,750 | — |
- Pre-2024 legacy structure included per-meeting fees and a $210,000 retainer; replaced by fixed retainers effective Jan 1, 2024 .
Performance Compensation
- Equity awards, options, and performance-based metrics are not part of Independent Board Member compensation for the Funds; the Funds have no retirement or pension plans for Board Members .
- Deferred Compensation Plan: Independent Board Members may elect to defer fees into book reserves tracking eligible fund shares; distributions available as lump sum or over 2–20 years .
| Selected Fund | Deferred fees payable (Toth) |
|---|---|
| Preferred & Income Opportunities | $4,275 |
| Floating Rate Income | $3,051 |
| NASDAQ Dynamic Overwrite | $1,417 |
| Municipal Credit Opportunities | $1,228 |
| S&P 500 Buy-Write | $1,678 |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Years |
|---|---|---|---|
| Legal & General Investment Management America | Asset management | Director | 2008–2013 |
| Quality Control Corporation | Manufacturing | Director | 2012–2021 |
| Fulcrum IT Service LLC | Gov’t IT services | Director | 2010–2019 |
| LogicMark LLC | Health services | Director | 2012–2016 |
| Northern Trust Mutual Funds/Global Investments/Japan/HK/Securities Inc. | Financial services | Various Board roles | 1997–2007 (various) |
| Mather Foundation | Non-profit | Director; former Investment Committee Chair | Since 2012; Chair 2017–2022 |
| Catalyst Schools of Chicago | Non-profit | Director | Since 2008 |
| Kehrein Center for the Arts | Non-profit | Chair & Director | 2021–2024 |
- No current public company directorships disclosed in the last five years for Toth .
Expertise & Qualifications
- Senior leadership in asset management and securities lending (CEO/President NTGI; MD at Bankers Trust), implying deep familiarity with portfolio risk, leverage, and lending markets .
- Board oversight across multiple financial institutions and funds, including investment committee chair experience at a foundation .
- Educational credentials: BS, MBA, and executive program training (CEO Perspectives) .
Equity Ownership
| Item | Detail |
|---|---|
| Dollar range of equity securities in Municipal Credit Opportunities | $50,001–$100,000 |
| Beneficial shares owned – Floating Rate Income | 3,720 shares |
| Aggregate range of equity securities in family of investment companies | Over $100,000 |
| Ownership concentration | Each Board Member’s holdings <1% of outstanding shares of each Fund as of Feb 18, 2025 |
| Ownership guideline | Governance principle expects each Board Member to invest at least the equivalent of one year of compensation in funds in the Fund Complex |
Governance Assessment
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Strengths
- Independent status with no TIAA/Nuveen employment history; multi-committee service (Executive, Compliance, Investment, Nominating) indicates broad oversight engagement .
- Attendance at or above the 75% threshold across Board and committees in the last fiscal year; Board meeting cadence is robust (e.g., 14 Audit; 5 Compliance; 4 Investment per fund), supporting active oversight .
- Compensation structure moved to fixed retainers, reducing meeting-driven incentives and aligning time commitment with responsibilities; Toth’s total compensation was $575,750 across the Fund Complex last fiscal year .
-
Alignment and incentives
- Board’s principle expects investment equal to one year of compensation; Toth’s aggregate holdings are disclosed only as “Over $100,000,” which is not sufficient to confirm guideline compliance relative to his $575,750 compensation. Further detail would be needed to validate full alignment across the family of funds .
-
Potential conflicts and red flags
- No related-party transactions or loans disclosed for Toth; Board Members collectively hold <1% of each Fund, mitigating control concerns .
- Prior service on multiple financial boards is historical and not with TIAA/Nuveen; independence explicitly affirmed under 1940 Act and exchange standards .
- No equity awards, tax gross-ups, or option repricing features in director pay; deferred compensation elections are permitted and transparently reported .
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Implications for investor confidence
- Broad committee participation (including Compliance and Investment) and satisfactory attendance support board effectiveness in risk oversight.
- The shift to fixed retainers modernizes pay practices; however, the ownership guideline’s “one-year compensation” expectation warrants monitoring given only categorical disclosure of aggregate holdings, which may be below that benchmark absent additional detail .