Terence Toth
About Terence J. Toth
Independent director of Nuveen California Municipal Value Fund (NCA); born 1959; board service since 2008 and currently a Class II director with term through the 2026 annual meeting. Former CEO and President of Northern Trust Global Investments (2004–2007), with prior leadership in securities lending; BS University of Illinois, MBA NYU, and Northwestern’s CEO Perspectives Program (2005). Other recent roles include Co‑Founding Partner at Promus Capital (2008–2017) and various directorships in financial and industrial firms.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led asset management; previously EVP, Quantitative Mgmt & Securities Lending (2000–2004). |
| Northern Trust Company | Various leadership positions | 1994–2004 | Head of Government Trading & Cash Collateral Investment (1982–1986). |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Built securities lending platform. |
| Promus Capital | Co‑Founding Partner | 2008–2017 | Alternative investments leadership. |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Asset management oversight. |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing governance. |
| Fulcrum IT Services LLC | Director | 2010–2019 | Gov’t IT services oversight. |
| LogicMark LLC | Director | 2012–2016 | Health services oversight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kehrein Center for the Arts | Chair of the Board | 2021–2024 | Former Chair; previously noted “since 2021.” |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Education philanthropy. |
| Mather Foundation | Board Member; Investment Committee Chair | Since 2012; Chair 2017–2022 | Investment oversight leadership. |
| Chicago Fellowship Board | Member | 2005–2016 | Philanthropy. |
| Northern Trust Mutual Funds; NT Global Investments; NT Japan; NT Securities Inc.; NT Hong Kong | Various Board roles | 1997–2007 | Multiple governance roles. |
Board Governance
- Independence and tenure: Independent director; Class II term through 2026; service since 2008.
- Committee memberships (recent years):
- Executive Committee (member).
- Nominating & Governance Committee (member).
- Investment Committee (member).
- Compliance, Risk Management & Regulatory Oversight Committee (member).
- Closed‑End Fund Committee (member).
- Not on Audit Committee roster.
- Chair roles: Former Board Chair (Chair since July 2018; not listed as Chair in 2024–2025); former Nominating & Governance Committee Chair (2023).
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year.
Fixed Compensation
| Compensation Element | 2023 | 2024 (effective Jan 1, 2024) | 2025 (effective Jan 1, 2025) |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $210,000 per year | $350,000 per year | $350,000 per year |
| Audit Committee membership | $2,500 per meeting | $30,000 annual retainer | $35,000 annual retainer |
| Compliance Committee membership | $5,000 per meeting | $30,000 annual retainer | $35,000 annual retainer |
| Investment Committee membership | $2,500 per meeting | $20,000 annual retainer | $30,000 annual retainer |
| Dividend Committee membership | $1,250 per meeting | $20,000 annual retainer | $25,000 annual retainer |
| Nominating & Governance membership | $500 per meeting | $20,000 annual retainer | $25,000 annual retainer |
| Closed‑End Fund Committee membership | $2,500 per meeting | $20,000 annual retainer | $25,000 annual retainer |
| Board Chair additional retainer | $140,000 | $140,000 (Chair/Co‑Chair) | $150,000 (Chair) |
| Committee Chair additional retainer | $20,000 (most committees); $30,000 (Audit, Compliance) | $20,000 (most committees); $30,000 (Audit, Compliance) | $25,000 (most committees); $35,000 (Audit, Compliance); $30,000 (Investment) |
| Ad hoc meeting fees | $1,000–$2,500 depending on format/length | $1,000 or $2,500 depending on length/immediacy | $1,000 or $2,500 depending on length/immediacy |
| Special assignment committee fees | Chair $1,250/quarter; members $5,000/quarter (general) | Chair $1,250/quarter; members $5,000/quarter | Chair $1,250/quarter; members $5,000/quarter |
Additional notes:
- No retirement or pension plans for directors; a Deferred Compensation Plan is available.
- CCO compensation paid by Adviser; Funds reimburse allocable portion of incentive; officers serve without Fund compensation.
Performance Compensation
- No performance‑based bonuses, equity grants (RSUs/PSUs), or option awards disclosed for Independent Board Members; compensation consists of cash retainers and committee fees plus optional deferred compensation.
Deferred compensation mechanics:
| Feature | 2023 | 2024–2025 |
|---|---|---|
| Deferral vehicle | Book reserve account tracking eligible Nuveen funds | Same |
| Distribution options | Lump sum or over 5 years | Lump sum or over 2–20 years |
Other Directorships & Interlocks
| Company/Organization | Role | Tenure | Potential Interlock/Conflict Note |
|---|---|---|---|
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Asset manager; ended 2013. |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing; ended 2021. |
| Fulcrum IT Services LLC | Director | 2010–2019 | Gov’t IT; ended 2019. |
| LogicMark LLC | Director | 2012–2016 | Health services; ended 2016. |
| Philanthropic boards (Kehrein Center, Catalyst Schools, Mather Foundation, Chicago Fellowship) | Chair/Director | Various | Non‑profit; governance exposure only. |
- Related‑party exposure: The 2024 proxy discloses a table of Board Members with investments in companies advised by entities under common control with the Adviser; Mr. Toth is not listed among names shown in the excerpt (e.g., Mr. Kenny). No Toth‑specific related‑party transactions are disclosed in reviewed proxies.
Expertise & Qualifications
- Deep investment management and securities lending expertise (Northern Trust, Bankers Trust).
- Board leadership experience (former Independent Chair; committee chair history).
- Education: BS University of Illinois; MBA New York University; CEO Perspectives Program at Northwestern (2005).
Equity Ownership
- Governance principle: Each Board Member is expected to invest at least the equivalent of one year of compensation in funds within the Fund Complex (directly or deferred).
- As of September 20, 2024: Individual beneficial shareholdings of each Fund by each Board Member were less than 1% of the Fund’s outstanding shares; directors and officers as a group owned less than 1%.
Aggregate compensation (Nuveen Funds) paid to Mr. Toth:
| Metric | FY 2023 | FY 2025 |
|---|---|---|
| Total Compensation from Nuveen Funds Paid to Board Member ($) | 526,950 | 575,750 |
Governance Assessment
- Independence and engagement: Independent director with multi‑committee responsibilities (Executive, Nominating & Governance, Investment, Compliance, Closed‑End), supporting robust oversight of risk, valuation, performance, and discount management.
- Attendance: Meets minimum attendance threshold (≥75%) across Board and committees; a baseline but not a best‑in‑class signal.
- Leadership trajectory: Former Board Chair (through at least 2023) and prior Nominating & Governance Chair; recent rotation to non‑chair status may reflect board refresh and shared leadership model (co‑chairs in 2024).
- Pay structure signals: Shift from per‑meeting fees (2023) to higher fixed retainers (2024–2025) increases guaranteed cash, potentially reducing at‑risk variability; committee chair/membership retainers rose in 2025.
- Alignment: Formal expectation to invest one year of compensation into Nuveen funds and availability of deferral plan with long distribution windows support alignment; individual fund ownership remains <1%.
- Conflicts/related party: No related‑party transactions or affiliate‑linked holdings disclosed for Toth in reviewed materials; ongoing service on multiple committees elevates responsibility for risk and valuation oversight.
RED FLAGS: None disclosed regarding pledging, hedging, tax gross‑ups, option repricing, or related‑party transactions involving Toth in the examined proxies. Attendance is adequate; pay increases in 2025 are notable but broadly applied across the board and committees.