Terence Toth
About Terence J. Toth
Independent director of Nuveen Taxable Municipal Income Fund (NBB), born 1959, serving on the Nuveen funds’ unitary board since 2008. Former co‑founding partner at Promus Capital; prior senior roles at Northern Trust (CEO/President, Northern Trust Global Investments; EVP, Quantitative Mgmt & Securities Lending) and Bankers Trust; director roles at Legal & General Investment Management America and various private companies. Education: B.S. University of Illinois; MBA New York University; completed CEO Perspectives Program at Northwestern University in 2005 . He is classified as an Independent Board Member under the Investment Company Act (not an interested person) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Promus Capital | Co‑Founding Partner | 2008–2017 | Co‑founded investment advisory firm |
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led investment management unit |
| Northern Trust | EVP, Quantitative Mgmt & Securities Lending; prior roles | 2000–2004; joined 1994 | Oversaw securities lending/quant strategies |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Led global securities lending |
| Legal & General Investment Mgmt America | Director | 2008–2013 | Board service at asset manager |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing company board |
| LogicMark LLC | Director | 2012–2016 | Health services company board |
| Fulcrum IT Service LLC | Director | 2010–2019 | IT services to government |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mather Foundation | Director; former Investment Committee Chair | Since 2012; Chair 2017–2022 | Investment oversight leadership |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Philanthropy board service |
| Kehrein Center for the Arts | Chair & Board Member | 2021–2024 | Philanthropy leadership |
Board Governance
- Independence: All Nuveen funds’ Board Members, including Toth, are not “interested persons” and are deemed Independent Board Members .
- Tenure and term: Serving since 2008; for NBB (Taxable Income), designated a Class II Board Member with term expiring at the 2026 annual meeting .
- Committees (member): Executive Committee; Compliance, Risk Management & Regulatory Oversight Committee; Nominating & Governance Committee; Investment Committee .
- Committee chair roles: Not listed as chair; chairs are Young (Executive), Wolff (Compliance), Young (Nominating & Governance), Boateng/Lancellotta (Investment) .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Board leadership: Independent Chair of the Board is Robert L. Young .
- Meeting cadence (Taxable Income FY ended Mar 31, 2025): 4 regular Board, 7 special Board, 3 Executive, 8 Dividend, 4 Compliance, 14 Audit, 6 Nominating & Governance, 4 Investment, 4 Closed‑End Fund Committee meetings .
Fixed Compensation
| Component | CY 2023 | CY 2024 | CY 2025 |
|---|---|---|---|
| Annual Independent Board Member retainer ($) | 210,000 | 350,000 | 350,000 |
| Audit Committee membership retainer ($) | — | 30,000 | 35,000 |
| Compliance Committee membership retainer ($) | — | 30,000 | 35,000 |
| Investment Committee membership retainer ($) | — | 20,000 | 30,000 |
| Nominating & Governance membership retainer ($) | — | 20,000 | 25,000 |
| Ad hoc Board/Committee meeting fees ($) | 1,000 or 2,500 per meeting | 1,000 or 2,500 per meeting | 1,000 or 2,500 per meeting |
Notes:
- Chair retainers increased (e.g., Board Chair from $140,000 to $150,000; Audit/Compliance Chair from $30,000 to $35,000; Investment Chair to $30,000) .
- Deferred compensation plan available to Independent Board Members; accounts track eligible Nuveen fund shares; distributions in lump sum or 2–20 years .
| Aggregate Compensation (FY) | Amount ($) |
|---|---|
| NBB (Taxable Income) FY ended Mar 31, 2025 | 2,073 |
| Total compensation from Nuveen funds paid to Toth | 535,644 |
Performance Compensation
- The proxy describes cash retainers and committee membership retainers; it does not describe stock awards, options, or performance‑based metrics for Independent Board Members .
| Item | Status/Terms |
|---|---|
| Equity awards (RSUs/PSUs) | Not described for Independent Board Members in the proxy |
| Options | Not described for Independent Board Members in the proxy |
| Performance metrics (TSR/EBITDA/ESG) | Not described for Independent Board Members in the proxy |
| Deferred Compensation Plan | Available; value tracks selected Nuveen funds; distributions over 2–20 years |
| Retirement/Pension | None for the Funds |
| Clawback provisions | Not described for directors in the proxy |
Other Directorships & Interlocks
- No current public company directorships disclosed for Toth in the past five years; roles are primarily private companies and philanthropic boards .
- Executive Committee membership (with Young, Kenny, Nelson) indicates governance influence and information flow across the complex .
Expertise & Qualifications
- Deep investment management leadership (Northern Trust Global Investments CEO/President; quantitative and securities lending expertise) .
- Board governance experience across asset management and private firms; philanthropic board leadership (Mather Foundation Investment Committee Chair) .
- Education: B.S. University of Illinois; MBA NYU; CEO Perspectives Program at Northwestern .
Equity Ownership
| Fund | Dollar Range of Equity Securities | Shares Owned | Ownership as % of Outstanding |
|---|---|---|---|
| NBB (Taxable Income) | $0 | 0 | <1% (all Board Members individually) |
| Nuveen Quality Municipal Income (NAD) | $10,000–$50,000 | 1,310 | <1% (all Board Members individually) |
| Aggregate across Nuveen funds overseen | Over $100,000 | — | — |
- Board guideline: each Board Member is expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex (direct or deferred), supporting alignment with shareholders .
Governance Assessment
- Strengths: Long tenure (since 2008) and broad committee participation (Executive, Compliance, Nominating & Governance, Investment) enhance oversight capacity; independence affirmed; attendance above 75% threshold; structured fee/retainer policy and available deferrals support consistent governance practices .
- Risks/Red Flags: No specific performance‑linked director pay; aggregate compensation across the complex is sizable, and 2025 retainer increases raise the fixed component of director pay (potential perception of reduced at‑risk compensation) . No related‑party transactions or holdings under common control were disclosed for Toth (contrast with disclosure provided for another director), which is positive for conflict risk, but continued monitoring advisable .
- Compliance signals: Section 16(a) filings compliant in the last fiscal year; no delinquent reports noted .