Terence Toth

About Terence J. Toth

Independent Board Member of NAZ (Nuveen Arizona Quality Municipal Income Fund); born 1959; serves as a Class II Board Member with term expiring at the 2026 annual shareholder meeting; length of service since 2008; oversees 220 portfolios across the Nuveen fund complex. Former CEO & President of Northern Trust Global Investments; co‑founding partner of Promus Capital; extensive background in securities lending and investment management; B.S. University of Illinois, MBA NYU, and Northwestern’s CEO Perspectives Program (2005).

Past Roles

External Roles

Board Governance

• Independence: All current/continuing Board Members, including Toth, are “Independent Board Members” (not interested persons) and have never been employees or directors of TIAA, Nuveen, or affiliates.
• Term/Service: Class II Board Member until the 2026 annual meeting; serving since 2008; oversees 220 portfolios.
• Committee assignments (role):
  • Executive Committee – Member
  • Compliance, Risk Management & Regulatory Oversight Committee – Member
  • Nominating & Governance Committee – Member
  • Investment Committee – Member
  • Not a member of Audit Committee (Nelson Chair; Boateng, Lancellotta, Starr, Thornton, Wolff, Young members)
  • Not on Dividend Committee (Thornton Chair; Lancellotta, Kenny, Nelson, Starr)
  • Not on Closed‑End Fund Committee (Moschner Chair; Kenny, Nelson, Starr, Thornton, Wolff, Young)
• Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year.

Board and committee meeting cadence (NAZ, last fiscal year):

Fixed Compensation

Compensation framework (effective Jan 1, 2025) for Independent Board Members:

• Annual retainer: $350,000.
• Committee membership retainers: Audit $35,000; Compliance $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 Chair $35,000; Investment Chair $30,000; Dividend/Nominating & Governance/Closed‑End Funds Chair $25,000.
• Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committees: Chair quarterly fee starting at $1,250; members starting at $5,000.

Director compensation received (last fiscal year):

Additional notes:

• Funds have no retirement or pension plans; an elective Deferred Compensation Plan is available to Independent Board Members.

Performance Compensation

• No performance‑based cash metrics, stock awards, or option awards are disclosed for Independent Board Members in the proxy; compensation is structured as cash retainers/fees with an optional deferred compensation plan.
• Deferred compensation: Toth had no deferred fee amounts shown for the five funds included in the deferred fees table for the period presented.

Other Directorships & Interlocks

• Current public company directorships for Toth: None disclosed.

Expertise & Qualifications

• Investment management leadership (former CEO & President, Northern Trust Global Investments) and securities lending expertise (Bankers Trust; Northern Trust).
• Governance experience across asset managers and private companies; long tenure on fund boards; service on Compliance and Nominating & Governance committees.
• Education: B.S. University of Illinois; MBA New York University; CEO Perspectives Program at Northwestern (2005).
• Not designated as an “audit committee financial expert” (ACFE) — ACFE designees are Boateng, Nelson, Starr, and Young.

Equity Ownership

Board ownership principle and individual holdings:

• Governance principle: Each Board Member is expected to invest at least the equivalent of one year of compensation in Nuveen/TIAA‑CREF funds in the Fund Complex (directly or deferred).
• Beneficial ownership in NAZ and related funds (as of Oct 22, 2025): Toth beneficially owned 0 shares of NAZ, NKX, NCA, NAC, and NMT.
• Aggregate dollar range across all registered investment companies overseen: “Over $100,000” for Toth; exact amount not disclosed (range buckets).

Ownership table (as of Oct 22, 2025):

Notes:

• The proxy does not disclose pledged or hedged shares for Toth.
• Given the aggregate disclosure is in a range (“Over $100,000”), compliance with the “one‑year compensation” expectation cannot be determined from the proxy alone.

Governance Assessment

• Positives: Independent status; deep asset management and securities lending background; service on key oversight committees (Compliance; Nominating & Governance; Investment); strong board activity cadence; attendance ≥75%.
• Alignment: Board policy expects directors to invest at least one year’s compensation in complex funds; Toth’s aggregate holdings are disclosed only as “Over $100,000,” which is insufficient to confirm policy alignment given his total compensation of $575,750 in the last fiscal year.
• RED FLAGS / Watch items:
  • Zero shares disclosed in NAZ specifically (though aggregate holdings across the complex exceed $100,000).
  • Not designated an Audit Committee Financial Expert (ACFE) despite extensive finance background; may limit leadership roles on Audit.
• Conflicts/Related‑party: Proxy affirms independence from TIAA/Nuveen; no related‑party transactions involving Toth are disclosed; Section 16(a) reporting compliance was met (no delinquencies indicated).

Director Compensation (Structure & Year‑over‑Year Observations)

• Structure shifted Jan 1, 2025 with increased committee membership retainers versus prior year (e.g., Audit/Compliance from $30,000 to $35,000; Investment from $20,000 to $30,000; Dividend/N&G/CEF from $20,000 to $25,000), signaling higher emphasis on committee workload.
• Compensation remains cash‑based; no stock or option awards disclosed; deferred compensation is elective and linked to notional fund returns.

Insider Trades and Ownership Filings

• Section 16(a) compliance: The funds report that Board Members and officers complied with applicable Section 16(a) filing requirements during the last fiscal year.
• The proxy does not include Form 4 transaction details; no insider trading activity by Toth is disclosed in the proxy.

Employment & Contracts

• Role is as an Independent Board Member; no employment agreement; term structure via classified board (Class II term to 2026).

Say‑on‑Pay & Shareholder Feedback

• Not applicable; closed‑end funds do not present executive say‑on‑pay items in this proxy; only trustee elections are on the agenda.