Terence Toth

About Terence J. Toth

Terence J. Toth (born 1959) serves as an Independent Board Member for Nuveen California Quality Municipal Income Fund (NAC); he is a Class II trustee with a term running to the 2026 annual meeting and has served in the Nuveen fund complex since 2008 . His background is in asset management and securities lending, including CEO/President of Northern Trust Global Investments; he holds a B.S. from the University of Illinois, an MBA from NYU, and completed the CEO Perspectives Program at Northwestern in 2005 .

Past Roles

External Roles

Board Governance

• Independence: All NAC trustees, including Toth, are “Independent Board Members” (not “interested persons” under the 1940 Act) .
• Board class/term: Class II; current term expires at the 2026 annual meeting .
• Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year .
• Committee assignments (current):
  • Executive Committee (Member; Chair: Robert L. Young)
  • Compliance, Risk Management and Regulatory Oversight Committee (Member; Chair: Margaret L. Wolff)
  • Nominating & Governance Committee (Member; Chair: Robert L. Young)
  • Investment Committee (Member; Co‑Chairs: Joseph A. Boateng and Amy B. R. Lancellotta)
• NAC meeting cadence (FY last year): Regular Board 6; Special Board 9; Executive Committee 3; Dividend 8; Compliance 4; Audit 13; Nominating & Governance 6; Investment 3; Closed‑End Funds 4 .
• Board leadership: The Board uses a unitary structure with an Independent Chair (Robert L. Young) .

Fixed Compensation

• 2025 Independent Board Member fee schedule (effective Jan 1, 2025):

  • Annual retainer: $350,000
  • Committee membership retainers: Audit $35,000; Compliance/Risk $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End Funds $25,000
  • Chair retainers: Board Chair $150,000; Audit Chair $35,000; Compliance/Risk Chair $35,000; Investment Chair $30,000; Dividend Chair $25,000; Nominating & Governance Chair $25,000; Closed‑End Funds Chair $25,000
  • Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy
  • Special assignment committees: Chair/Co‑Chair quarterly fee from $1,250; members from $5,000
  • Deferred compensation plan available; no retirement/pension plan for trustees

• Compensation received (latest fiscal year):

  Metric	Amount
  NAC (California Quality) – Aggregate compensation to Toth	$7,672
  Total compensation from Nuveen funds (Fund Complex) – Toth	$575,750
  Deferred compensation election at NAC (Toth)	None shown (no deferred fees listed)

• Year-over-year structure change: Membership retainers increased in 2025 vs. prior (e.g., Audit from $30k→$35k; Investment $20k→$30k; Dividend/N&G/CEF $20k→$25k; select Chair retainers also increased) .

Performance Compensation

• Independent trustees do not receive performance-based pay, stock/option awards, or bonus metrics; compensation is fixed retainers/fees, with optional deferred compensation into Nuveen funds; no pension plans .

Other Directorships & Interlocks

No interlocks or related‑party exposures involving Toth are identified in the proxy; holdings-in-affiliates table cites another trustee (Kenny) but does not include Toth .

Expertise & Qualifications

• Senior asset management operating experience (CEO/President, Northern Trust Global Investments) with deep securities lending and quantitative management background .
• Broad board governance across investment, manufacturing, IT services, and nonprofit institutions .
• Education: B.S. (University of Illinois), MBA (NYU), CEO Perspectives Program (Northwestern University) .

Equity Ownership

Governance Assessment

• Strengths: Long-tenured independent trustee (since 2008) with significant asset management and risk oversight experience; active across key committees (Executive; Compliance/Risk; Nominating & Governance; Investment), supporting board effectiveness and continuity .
• Engagement: Met the board’s attendance threshold (≥75% of Board/committee meetings) in the last fiscal year; NAC held 6 regular and 9 special board meetings plus extensive committee sessions, indicating a highly engaged board cadence .
• Alignment: Proxy sets an expectation that trustees invest at least one year of compensation in Nuveen funds across the complex; Toth reported an aggregate complex holding “Over $100,000,” but he held 0 shares in NAC as of the record date—investors may prefer more fund‑level ownership transparency to assess alignment with NAC shareholders .
• Pay structure: 2025 increased committee retainers and select chair fees; compensation remains all‑cash retainers/fees with optional deferral—no performance linkage, which is typical for fund boards but offers limited direct pay-for-performance alignment .
• Independence/Conflicts: The board classifies Toth as independent and not an “interested person”; no Toth‑specific related‑party holdings are listed in the proxy’s affiliate‑holdings table (which references a different trustee), and Section 16 filing compliance is noted at the fund level .

RED FLAG watch items:

• Zero NAC share ownership reported for Toth as of Oct 22, 2025, despite a board-level principle encouraging significant investment in Nuveen funds (complex-wide), may be viewed as a potential alignment concern by some investors, though the guideline applies to the broader fund complex rather than NAC specifically .
• Very long tenure (since 2008) can raise perceived independence concerns for some governance frameworks, though Toth is classified as independent under the 1940 Act and exchange standards .