Terence J. Toth
About Terence J. Toth
Independent Board Member of Nuveen Preferred & Income Opportunities Fund (JPC); year of birth 1959; joined the Nuveen fund complex board in 2008; currently serving as a Class II Board Member with term expiring at the 2026 annual meeting. Former CEO/President of Northern Trust Global Investments, co-founding partner of Promus Capital, with extensive leadership in securities lending, investment oversight, and governance; MBA from NYU and BS from the University of Illinois; completed Northwestern’s CEO Perspectives Program in 2005 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led investment operations and governance |
| Northern Trust (Quantitative Mgmt & Securities Lending) | EVP | 2000–2004 | Oversight of quantitative and securities lending programs |
| Bankers Trust | Managing Director & Head, Global Securities Lending | 1986–1994 | Built global securities lending function |
| Promus Capital | Co‑Founding Partner | 2008–2017 | Investment advisory leadership |
| Legal & General Investment Mgmt America | Director | 2008–2013 | Governance of asset management subsidiary |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing oversight |
| Fulcrum IT Service LLC | Director | 2010–2019 | IT services to government entities |
| LogicMark LLC | Director | 2012–2016 | Health services device company governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kehrein Center for the Arts | Chair & Director | 2021–2024 | Philanthropy board leadership |
| Catalyst Schools of Chicago | Director | Since 2008 | Education philanthropy |
| Mather Foundation | Director; Investment Committee Chair | Since 2012; Chair 2017–2022 | Endowment oversight |
| Northern Trust Mutual Funds; Northern Trust Japan; NT Securities; NT Hong Kong | Board roles | 1997–2007 (various) | Prior governance roles across NT entities |
Board Governance
- Independence: All nominees and Board Members, including Toth, are “Independent Board Members” (not “interested persons” under the 1940 Act; never employees/directors of TIAA/Nuveen or affiliates) .
- Tenure and class: Toth is a continuing Class II Board Member with term through the 2026 annual meeting; last elected May 8, 2023 .
- Committees (member level):
- Executive Committee (Chair: Robert L. Young; members include Toth) .
- Compliance, Risk Management & Regulatory Oversight Committee (Chair: Margaret L. Wolff; Toth is a member) .
- Nominating & Governance Committee (Chair: Robert L. Young; Toth is a member) .
- Investment Committee (Co‑Chairs: Joseph A. Boateng and Amy B.R. Lancellotta; Toth is a member) .
- Attendance: During the last fiscal year, each Board Member attended 75%+ of Board and applicable committee meetings .
| JPC Meeting Activity (last fiscal year) | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 8 |
| Executive Committee Meetings | 8 |
| Dividend Committee Meetings | 8 |
| Compliance Committee Meetings | 6 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 5 |
| Investment Committee Meetings | 4 |
| Closed‑End Fund Committee Meetings | 4 |
Fixed Compensation
- Structure shift effective Jan 1, 2024:
- Annual base retainer: $350,000 .
- Committee membership retainers (2025 rates): Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End Funds $25,000 .
- Chair retainers (2025 rates): Board $150,000; Audit/Compliance $35,000; Investment $30,000; Dividend/Nominating/Closed‑End Funds $25,000 .
- Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committee fees start at $1,250 (chair) and $5,000 (members) per quarter .
- Pre‑2024 (for context): Base $210,000 plus per‑meeting fees (Board, Special, Committee rates specified) and Chair retainers; allocation across Nuveen funds by net assets .
| JPC Compensation to Toth (last fiscal year) | Amount |
|---|---|
| Aggregate compensation from JPC (“Preferred & Income Opportunities”) | $12,430 |
| Deferred fees attributable to JPC (book reserve tied to fund shares) | $4,275 |
| Total compensation from funds in the Nuveen fund complex | $575,750 |
Performance Compensation
- No performance‑based awards disclosed for Independent Board Members; compensation consists of fixed retainers, committee/Chair retainers, and incidental ad hoc fees; a voluntary Deferred Compensation Plan credits deferrals to a book reserve account tracking selected Nuveen fund shares (no stock/option grants from JPC) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Toth in past five years .
- Prior/other roles include subsidiaries and private companies (e.g., Legal & General Investment Management America, Promus Capital, Fulcrum IT, LogicMark) .
- Adviser‑affiliated company holdings: The proxy’s affiliate‑holdings table lists Thomas J. Kenny; no such holdings for Toth, reducing potential conflict risk .
Expertise & Qualifications
- Senior leadership in asset management (Northern Trust Global Investments) and global securities lending; governance roles across investment committees; experience in compliance/risk oversight through committee memberships .
- Academic credentials: BS (University of Illinois), MBA (NYU); executive education via Northwestern CEO Perspectives Program .
Equity Ownership
| Fund | Dollar Range (12/31/2024) | Shares Owned (12/31/2024) | Ownership % |
|---|---|---|---|
| JPC – Preferred & Income Opportunities | $0 | 0 | <1% (all Board Members individually) |
| Nuveen Floating Rate Income (JFR) | $10,001–$50,000 | 3,720 | <1% |
| Nuveen Municipal Credit Opportunities (NMCO) | $50,001–$100,000 | 7,925 | <1% |
| Aggregate in Family of Investment Companies | Over $100,000 | N/A | N/A |
- Board policy expects each Independent Board Member to invest at least the equivalent of one year of compensation in funds within the Nuveen/TIAA fund complex, supporting alignment, though the policy is complex‑wide rather than fund‑specific .
Governance Assessment
- Strengths: Long tenure (since 2008), fully independent, and actively engaged across key oversight committees (Executive, Compliance, Nominating & Governance, Investment). Attendance threshold met (≥75% across Board/committees), and unitary board structure facilitates cross‑fund risk oversight and consistency .
- Pay/structure signals: Move to higher fixed retainers and committee retainers in 2024/2025 increases guaranteed compensation, standardizing governance workload across 200+ portfolios; Toth’s JPC‑specific compensation was $12.4K, with $575.8K across the complex, and optional deferrals into fund‑tracked accounts (no equity grants/options) .
- Alignment: Toth holds no JPC shares as of 12/31/2024, though he holds positions in other Nuveen funds and exceeds $100K aggregate complex holdings; investors may prefer fund‑specific ownership given JPC‑focused mandates, but complex‑level guideline is met at the family level .
- Conflicts/Red Flags: None disclosed—no related‑party transactions tied to Toth, Independent status affirmed, Section 16 filings compliant, and no adviser‑affiliate holdings noted for Toth in the proxy’s conflict table .