Terence J. Toth

About Terence J. Toth

Independent Board Member of Nuveen Real Asset Income and Growth Fund (JRI); born 1959; joined the Nuveen Funds boards in 2008 (17+ years tenure). Former CEO and President of Northern Trust Global Investments; co‑founding partner at Promus Capital; BS – University of Illinois; MBA – NYU; completed Northwestern’s CEO Perspectives Program (2005). All Nuveen Funds Board Members, including Toth, are deemed Independent under the 1940 Act and have never been employees/directors of TIAA/Nuveen or affiliates .

Past Roles

External Roles

Board Governance

• Independence: All Nuveen Funds Board Members, including Toth, are “Independent” and not “interested persons” under the 1940 Act; none have been employees/directors of TIAA/Nuveen or affiliates .
• Years of service: Board member since 2008 across the Fund Complex .
• Committee assignments (JRI and Nuveen Funds unitary board):
  • Executive Committee: Member (Young – Chair; Kenny; Nelson; Toth) .
  • Compliance, Risk Management & Regulatory Oversight Committee: Member (Wolff – Chair; Forrester; Kenny; Medero; Moschner; Toth) .
  • Nominating & Governance Committee: Member (Young – Chair; includes Toth among members) .
  • Investment Committee: Member (co‑chairs Boateng/Lancellotta; includes Toth) .
  • Not listed on Audit, Dividend, or Closed‑End Fund Committees .
• Attendance: Each Board Member attended ≥75% of Board and applicable committee meetings during the last fiscal year .
• Meeting cadence (JRI FY2024): Regular Board 5; Special Board 9; Executive 5; Dividend 10; Compliance 5; Audit 14; Nominating & Governance 5; Investment 4; Closed‑End 4 .
• Board leadership: Independent Chair – Robert L. Young; unitary board structure across Nuveen Funds .

Fixed Compensation

• Compensation structure transition:
  • Calendar 2023: $210,000 annual retainer plus per‑meeting fees (e.g., Board $7,250/day; special Board $4,000; Audit/Closed‑End/Investment $2,500; Compliance $5,000; Dividend $1,250; other committees $500; site visits $5,000/day); additional retainers: Board Chair $140,000; committee chairs $20,000; fees allocated across funds by net assets .
  • Effective Jan 1, 2024: $350,000 annual retainer; annual membership retainers for committees; ad hoc meeting fees ($1,000 or $2,500); special assignment committee quarterly fees (chair from $1,250; members from $5,000). Chair retainers increased Jan 1, 2025 (Board Chair $150,000; Audit/Compliance $35,000; Investment $30,000; Dividend/Nominating/Closed‑End $25,000) .

• JRI fund-specific paid compensation (last fiscal year): $1,766 to Terence J. Toth; total compensation across the Fund Complex: $575,750 .

Performance Compensation

• Deferred compensation activity by fund (illustrative): For JRI, deferred fees credited to Toth: $582; broader deferrals across multiple funds are disclosed per individual and fund (see table; amounts represent assumed investment return in participating funds) .

Other Directorships & Interlocks

• Board members with securities in entities advised by affiliates: Table lists Thomas J. Kenny; Toth is not listed, reducing interlock/conflict risk for him .

Expertise & Qualifications

• Investment management and securities lending leadership (Northern Trust; Bankers Trust) .
• Asset management board experience (LGIMA; Northern Trust Mutual Funds Board) .
• Governance across education and philanthropy (Mather Foundation; Catalyst Schools; Kehrein Center) .
• Academic credentials: BS (University of Illinois); MBA (NYU); Northwestern CEO Perspectives Program (2005) .

Equity Ownership

• Ownership guideline: Nuveen Funds boards expect each Board Member to invest at least one year of compensation in funds in the Fund Complex (direct or deferred) .
• JRI-specific holding: $0 dollar range; 0 shares owned by Toth .
• Fund Complex aggregate holdings: “Over $100,000” for Toth across all registered investment companies overseen (exact figure not disclosed) .
• Other fund holdings:
  • Floating Rate Income (JFR): $10,001–$50,000; 3,720 shares .
  • Municipal Credit Opportunities (NMCO): $50,001–$100,000; 7,925 shares .

Governance Assessment

• Strengths

  • Deep investment and operational experience; long‑tenured independent director (since 2008) .
  • Active on key oversight committees (Executive; Compliance; Nominating & Governance; Investment), supporting board effectiveness and risk oversight .
  • Board independence affirmed; robust committee charters; high attendance (≥75%) across Board/committees; comprehensive meeting cadence for JRI .
  • Clear governance principle encouraging director “skin‑in‑the‑game” via fund investments, with Toth holding over $100k aggregate across the complex .

• Watch items / RED FLAGS

  • Fund‑specific alignment gap: No personal holding in JRI (0 shares; $0 range), despite aggregate complex holdings; investors may prefer direct JRI ownership by trustees for tighter alignment .
  • Pay structure inflation: Large step‑up in fixed retainers starting 2024 (from $210k to $350k) and higher committee retainers in 2025 (e.g., Compliance $35k; Investment $30k; Nominating & Governance $25k), increasing guaranteed cash vs. prior per‑meeting model; monitor for pay‑for‑responsibility vs. pay‑inflation risks .
  • Staggered board terms (“Class I/II/III”) can delay shareholder‑driven board change up to two years; standard in fund complexes but a potential entrenchment risk .

• Conflicts/Related‑party exposure

  • No Section 16(a) filing delinquencies; compliance affirmed .
  • Toth not listed among Board Members with securities in companies advised by entities under common control with the Adviser (reduces interlock risk) .
  • Board Members are independent, with no employment history at TIAA/Nuveen or affiliates (conflict risk mitigated) .

• Director compensation and incentives

  • Fund‑level pay to Toth from JRI: $1,766 (last fiscal year); total across Fund Complex: $575,750; deferred compensation elected across multiple funds (e.g., JRI $582) .
  • No performance‑linked pay (bonuses/equity awards/options) for directors; compensation is fixed retainers plus committee/ad hoc fees .

• Engagement signals

  • Extensive committee participation, including risk/compliance and investment oversight, suggests active engagement .
  • Board Chair is independent; unitary board leverages scale for consistent governance across funds .

Bottom line: Toth brings seasoned asset‑management and risk oversight experience and is active across critical committees. While independence and attendance are solid, the absence of JRI‑specific share ownership and rising fixed retainers warrant monitoring for alignment and pay discipline. Overall board structures and independent leadership mitigate many governance risks .