Terence J. Toth
About Terence J. Toth
Independent director of Nuveen Quality Municipal Income Fund (NAD). Born 1959; tenure on the Nuveen funds board since 2008. Education: BS, University of Illinois; MBA, New York University; completed Northwestern University’s CEO Perspectives Program in 2005. Past roles include CEO/President of Northern Trust Global Investments and senior leadership in quantitative management and securities lending; earlier leadership at Bankers Trust and Northern Trust; former director roles at Legal & General Investment Management America and various private firms. Independence affirmed: not an “interested person” of the Funds or Adviser; attendance ≥75% of board and committee meetings; unitary board with an Independent Chair (Robert L. Young, since 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led investment business; preceded by EVP, Quantitative Mgmt & Securities Lending (2000–2004) |
| Bankers Trust | Managing Director, Head of Global Securities Lending | 1986–1994 | Built securities lending platform |
| Northern Trust | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Treasury and collateral operations |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Asset management governance |
| Fulcrum IT Services LLC | Director | 2010–2019 | IT services to government entities |
| LogicMark LLC | Director | 2012–2016 | Health services devices |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kehrein Center for the Arts | Chair & Director | 2021–2024 (Chair) | Led board; philanthropic governance |
| Catalyst Schools of Chicago | Director | Since 2008 | Education-focused philanthropy |
| Mather Foundation | Director; Investment Committee Chair | Since 2012; Chair 2017–2022 | Investment oversight leadership |
| Chicago Fellowship Board | Member | 2005–2016 | Community leadership |
| Northern Trust Mutual Funds, Global Investments, Japan, Securities Inc., Hong Kong Boards | Director | 1997–2007 (various) | Multi-jurisdictional oversight |
Board Governance
- Independence: NAD’s board members and nominees, including Toth, are independent under the 1940 Act and exchange listing standards .
- Committee assignments (2025): Executive Committee (member), Compliance/Risk/Regulatory Oversight Committee (member), Investment Committee (member), Nominating & Governance Committee (member). Toth rotated off the Closed-End Fund Committee by 2025 (was a member in 2024), indicating committee workload rebalancing .
- Chair roles: Served as Independent Co-Chair of the Board for six months ending June 30, 2024; co-chaired the Executive Committee and Nominating & Governance Committee during the same period; board adopted an Independent Chair structure with Robert L. Young as Chair in 2025 .
- Attendance: Each board member attended ≥75% of board and committee meetings during the most recent fiscal year; NAD held regular and special meetings plus extensive committee activity (see meeting counts in Appendix C) .
- Years of service: Since 2008, overseeing 217 Nuveen/TIAA portfolios in 2025, evidencing deep fund governance continuity .
Fixed Compensation
Compensation schedule evolution for Independent Board Members:
| Component | 2023 (calendar year) | 2024 (effective Jan 1, 2024) | 2025 (effective Jan 1, 2025) |
|---|---|---|---|
| Annual Board Retainer | $210,000 | $350,000 | $350,000 |
| Audit Committee membership | $2,500 per meeting | $30,000 annual | $35,000 annual |
| Compliance/Risk/Regulatory membership | $5,000 per meeting | $30,000 annual | $35,000 annual |
| Investment Committee membership | $2,500 per meeting | $20,000 annual | $30,000 annual |
| Dividend Committee membership | $1,250 per meeting | $20,000 annual | $25,000 annual |
| Nominating & Governance membership | $500 per meeting | $20,000 annual | $25,000 annual |
| Closed-End Funds Committee membership | $500 per meeting | $20,000 annual | $25,000 annual |
| Board Chair/Co-Chair retainer | $140,000 | $140,000 | $150,000 |
| Committee Chair retainers (Audit, Compliance) | $20,000 | $30,000 | $35,000 |
| Investment Committee Chair retainer | $20,000 | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Chairs | $20,000 | $20,000 | $25,000 |
| Ad hoc meeting fee | $4,000 special; $7,250/day scheduled | $1,000 or $2,500 per ad hoc | $1,000 or $2,500 per ad hoc |
| Special assignment committee fees | Chair/members determined by complexity | Chair $1,250 quarterly; members $5,000 quarterly | Chair/Co-Chair $1,250 quarterly; members $5,000 quarterly |
Aggregate fund-level compensation paid to Toth:
| Metric | FY 2023 (older) | FY 2024 (newer) |
|---|---|---|
| Compensation from NAD (Quality Income) | $212 | $15,414 |
| Total compensation from Nuveen Funds (Fund Complex) | $607,350 | $535,644 |
Deferred compensation (book reserve accounts invested in eligible Nuveen funds):
| Fund | FY 2024 Deferred Fees Payable to Toth |
|---|---|
| Quality Income (NAD) | $5,666 |
| Various Nuveen funds (examples) | Values disclosed across multiple funds (see table), e.g., AMT-Free Credit Income $—; Municipal Value $2,259; Taxable Income $622 |
Notes: Directors may elect deferral of fees; distributions can be lump sum or over 2–20 years; no pension plans .
Performance Compensation
No performance-based bonuses, RSUs/PSUs, or stock options are disclosed for Independent Board Members; compensation is structured as fixed board and committee retainers with ad hoc/special assignment fees, and optional deferred compensation elections (not equity awards of NAD) .
| Performance Component | Disclosure |
|---|---|
| Annual/target bonus, performance metrics (TSR, revenue, EBITDA, ESG) | Not applicable/not disclosed for Independent Board Members |
| Stock/option awards tied to performance | Not disclosed; compensation comprises retainers/fees and optional deferrals |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock |
|---|---|---|---|
| Legal & General Investment Management America, Inc. | Asset management | Director (2008–2013) | No related-party holdings disclosed for Toth; Board’s related-party holdings table cites Mr. Kenny, not Toth |
| Fulcrum IT Services LLC | Private IT services | Director (2010–2019) | No NAD supplier/customer interlock disclosed |
| LogicMark LLC | Health devices | Director (2012–2016) | No interlock disclosed |
| Quality Control Corporation | Manufacturing | Director (2012–2021) | No interlock disclosed |
No current public-company directorships in the past five years are disclosed for Toth; external roles are primarily philanthropic and private company boards .
Expertise & Qualifications
- Asset management leadership: Former CEO/President of Northern Trust Global Investments; quantitative and securities lending expertise .
- Governance breadth across multiple geographies and entities; director roles at L&G and various private entities .
- Education: BS (Illinois), MBA (NYU), executive program at Northwestern .
- Board oversight across 217 portfolios, demonstrating scale and complexity handling .
Equity Ownership
Ownership alignment and beneficial holdings:
| Metric | FY 2024 (older) | FY 2025 (newer) |
|---|---|---|
| NAD (Quality Income) – Dollar range | $10,001–$50,000 | $10,000–$50,000 |
| NAD (Quality Income) – Shares owned | 4,131 | 1,310 |
| Ownership % of NAD outstanding | <1% (individual) | <1% (individual) |
| Aggregate range across all Nuveen funds overseen | Over $100,000 | Over $100,000 |
Board principle: Each Independent Board Member is expected to invest at least one year of compensation in the funds in the Fund Complex (directly or deferred), aligning interests with shareholders .
Governance Assessment
- Independence and attendance: Strong baseline; independent status confirmed; attendance met ≥75% threshold—supports board effectiveness .
- Committee leadership and rotation: Co-Chair role in 1H 2024, then transition to Independent Chair (Young) in 2025; Toth remains core member of Executive, Compliance/Risk, Investment, and Nominating & Governance—indicates continued influence without chair concentration .
- Compensation signals: 2025 increased fixed committee retainers and Chair retainer (vs. 2024), shifting further toward fixed cash compensation; potential cost inflation but also recognition of workload/oversight scope .
- Ownership alignment: Holds NAD shares and broader Nuveen fund exposure via deferrals; individual holdings <1% outstanding—as typical for fund directors; board-wide expectation to invest one year of compensation in the Fund Complex enhances alignment .
- Conflicts/related-party: No related-party transactions or common-control holdings identified for Toth in proxy disclosures; Section 16(a) compliance affirmed with no delinquent filings for directors/officers in 2025; 2024 noted one officer (not Toth) late filing for a different fund .
- Structural: Unitary board structure across Nuveen/TIAA Fund Complex with committee-based risk oversight; Independent Chair leadership and designated audit financial experts on Audit Committee provide checks and balances .
Notes and References
- Board election classes, committee compositions, and leadership changes detailed across 2024–2025 proxies .
- 8-K (Oct 13, 2023) announced board consolidation to a unitary board across Fund Complex, adding four independent board members effective Jan 1, 2024 .
- Compensation tables and deferred compensation mechanics from 2024 and 2025 proxies .
- Beneficial ownership—dollar ranges and share counts from Appendices A in 2024 and 2025 proxies .
- Independence and attendance statements, and Board leadership structure descriptions from proxies .