Terence Toth
About Terence J. Toth
Independent Board Member of Nuveen New York Quality Municipal Income Fund (NAN), serving on the Nuveen funds’ unitary board since 2008 (year of birth: 1959). Former co-founding partner of Promus Capital (2008–2017) and ex-CEO/President of Northern Trust Global Investments (2004–2007); prior senior roles at Northern Trust and Bankers Trust in securities lending and trading. Education: B.S. University of Illinois; MBA New York University; CEO Perspectives Program (Northwestern, 2005). Current term designated as Class I/II through the 2026 annual meeting; deemed an Independent Board Member (not an “interested person” of TIAA/Nuveen).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led investment business; previously EVP, Quantitative Mgmt & Securities Lending (2000–2004) |
| Bankers Trust | Managing Director, Head of Global Securities Lending | 1986–1994 | Global securities lending leadership |
| Northern Trust (prior role) | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Trading and collateral management leadership |
| Promus Capital | Co‑Founding Partner | 2008–2017 | Co-founded investment advisory firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quality Control Corporation | Director | 2012–2021 | Manufacturing company board |
| Fulcrum IT Services LLC | Director | 2010–2019 | IT services to government entities |
| LogicMark LLC | Director | 2012–2016 | Health services tech company |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Asset management board |
| Mather Foundation | Board; Investment Committee Chair | Board since 2012; Chair 2017–2022 | Philanthropy; investment oversight |
| Kehrein Center for the Arts | Chair & Board Member | 2021–2024 | Philanthropy governance leadership |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Philanthropy |
Board Governance
- Independence: Not an “interested person” of the Funds or adviser; never an employee/director of TIAA or Nuveen.
- Current committee assignments (2025): Executive Committee member; Compliance, Risk Management & Regulatory Oversight Committee member; Nominating & Governance Committee member; Investment Committee member. Not on the Audit Committee.
- Leadership history: Co‑Chair of the Board through June 30, 2024; served as Co‑Chair of the Executive and Nominating & Governance Committees until succeeded by Robert Young on July 1, 2024.
- Attendance: Each Board Member attended ≥75% of Board and applicable committee meetings in the last fiscal year.
Board and committee meeting counts (NAN):
| Period | Regular Board | Special Board | Executive | Dividend | Compliance | Audit | Nominating & Governance | Investment | Closed-End |
|---|---|---|---|---|---|---|---|---|---|
| FY ended Feb 28/29, 2024 | 5 | 9 | 8 | 11 | 6 | 13 | 6 | 4 | 4 |
| Stub: Mar 1–Aug 31, 2024 | 3 | 3 | 4 | 4 | 2 | 7 | 2 | 2 | 2 |
Fixed Compensation
Compensation structure (independent directors; Fund Complex-level):
- Effective Jan 1, 2025: $350,000 annual retainer; committee membership retainers—Audit and Compliance $35,000; Investment $30,000; Dividend, Nominating & Governance, Closed-End $25,000. Chair retainers—Board $150,000; Audit & Compliance $35,000; Investment $30,000; Dividend, Nominating & Governance, Closed-End $25,000. Ad hoc meeting fees $1,000–$2,500; special assignment committee stipends.
- Effective Jan 1, 2024 (prior year): $350,000 annual retainer; committee membership retainers—Audit and Compliance $30,000; others $20,000; Chair/Co‑Chair retainers—Board $140,000; Audit & Compliance $30,000; others $20,000.
- Pre‑2024 (2023): lower base ($210,000) with per‑meeting fee structure.
Director-level amounts (Toth):
| Metric | 2024 (latest reported totals) | 2025 (latest reported totals) |
|---|---|---|
| Total Compensation from Nuveen Funds Paid to Terence J. Toth (all funds overseen) | $607,350 | $575,750 |
| NAN (New York Quality Income) – Aggregate Compensation (FY end Feb 29, 2024) | $2,564 | |
| NAN – Aggregate Compensation (Stub: Mar 1–Aug 31, 2024) | $1,045 | |
| Deferred compensation plan availability | Plan offered; amounts notionally invested in eligible Nuveen funds | Plan offered; terms unchanged |
Notes: Nuveen funds have no retirement/pension plans for directors; officers are unpaid by funds; CCO compensation is paid by adviser and partially reimbursed.
Performance Compensation
| Element | Design | Metrics |
|---|---|---|
| Equity-based awards (RSUs/PSUs/Options) | None disclosed for independent directors | N/A |
| Cash bonus / variable pay | Not used; compensation via retainers and ad hoc fees | N/A |
| Performance metrics (TSR, EBITDA, ESG, etc.) | Not used for director pay | N/A |
| Clawback, severance, CoC for directors | Not applicable/disclosed | N/A |
Other Directorships & Interlocks
| Type | Company | Role | Timing | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| Corporate (private) | LGIM America | Director | 2008–2013 | Asset management firm; role ended 2013 (historical) |
| Corporate (private) | Quality Control Corporation | Director | 2012–2021 | Manufacturing; no disclosed related-party ties to NAN |
| Corporate (private) | Fulcrum IT Services LLC | Director | 2010–2019 | Gov’t IT services; no related-party ties disclosed |
| Corporate (private) | LogicMark LLC | Director | 2012–2016 | Health services; no related-party ties disclosed |
| Non-profit | Mather Foundation | Board; Investment Committee Chair | Since 2012; Chair 2017–2022 | Philanthropy governance |
| Non-profit | Kehrein Center for the Arts | Chair & Board Member | 2021–2024 | Philanthropy leadership |
| Non-profit | Catalyst Schools of Chicago | Board Member | Since 2008 | Education philanthropy |
No current public company directorships disclosed for Toth in the last five years in NAN’s proxy.
Expertise & Qualifications
- Investment management leadership (ex‑CEO/President, Northern Trust Global Investments; founder, Promus Capital) and deep securities lending/trading experience.
- Board governance experience across multiple operating and philanthropic boards; prior Board Co‑Chair for Nuveen funds.
- Education: B.S. (University of Illinois), MBA (NYU), CEO Perspectives Program (Northwestern, 2005).
- Not designated as an SEC “audit committee financial expert” (others on the board are so designated).
Equity Ownership
| Holding (as of dates noted) | Terence J. Toth | Notes |
|---|---|---|
| NAN (New York Quality Income) – Dollar Range (as of May 31, 2025) | $0 | |
| NAN – Shares Owned (as of May 31, 2025) | 0 | |
| Quality Municipal Income Fund (NAD) – Dollar Range (as of May 31, 2025) | $10,000–$50,000 | |
| Quality Municipal Income Fund (NAD) – Shares Owned (as of May 31, 2025) | 1,310 | |
| Ownership as % of outstanding (NAN) | <1% (all directors individually) | |
| Common shares outstanding (NAN) (context) | 30,849,666 (as of Jun 20, 2025) | |
| Pledged/hedged shares | None disclosed | |
| Ownership guideline | Board expects each director to invest ≥ one year of compensation in funds within the Fund Complex (aggregate basis) | |
| Compliance status detail | Individual compliance status not disclosed |
Governance Assessment
- Strengths: Long-tenured independent director with prior Board Co‑Chair experience; broad committee service (Executive, Compliance, Nominating & Governance, Investment) enhances board effectiveness; attendance threshold met; compensation is standardized, cash-based, and transparent; deferred compensation plan aligns interests with broader Nuveen funds.
- Watch items: No direct ownership in NAN may limit single-fund alignment, though he maintains holdings within the Fund Complex (NAD); not serving on the Audit Committee may limit direct exposure to audit/valuation oversight (offset by specialized Audit Committee composition and financial experts).
- Conflicts/related-party: No Toth-specific related-party transactions or common-control company holdings disclosed (contrast: separate disclosure pertains to another director).
- Compensation trend: Complex-level total declined from $607,350 (latest 2024 table) to $575,750 (latest 2025 table) amid updated retainer mix; no performance-linked pay or equity grants that could misalign incentives.
Overall: Toth’s deep asset management background and prior leadership on the board support governance quality; the primary alignment gap is zero direct NAN ownership, partially mitigated by Fund Complex ownership expectations and his multi-committee engagement.