Terence J. Toth

About Terence J. Toth

Terence J. Toth (born 1959) is an Independent Board Member of Nuveen Dynamic Municipal Opportunities Fund (NDMO), serving on the Nuveen funds’ unitary board since 2008 and overseeing 217 portfolios in the fund complex . He is a former CEO/President of Northern Trust Global Investments and long-time asset management executive (Bankers Trust, Northern Trust), with a B.S. from the University of Illinois, an MBA from NYU, and completion of Northwestern’s CEO Perspectives Program in 2005 .

Past Roles

External Roles

Board Governance

• Independence and tenure: Toth is not an “interested person” under the 1940 Act (independent) and has served since 2008 .
• Election class/term: For NDMO, Toth is designated a Class II Board Member with a term expiring at the 2026 annual meeting (continuing director; not on the 2025 ballot) .
• Committee assignments (no chair roles): Executive Committee (member); Compliance, Risk Management & Regulatory Oversight Committee (member); Nominating & Governance Committee (member); Investment Committee (member) .
• Attendance: Each Board Member, including Toth, attended at least 75% of Board and applicable committee meetings in the last fiscal year .
• Board leadership and structure: Independent Chair (Robert L. Young); unitary board overseeing common policies across the complex to enhance governance effectiveness .
• Board & committee workload (NDMO, last fiscal year): 4 Regular Board; 8 Special Board; 4 Executive; 10 Dividend; 6 Compliance; 14 Audit; 5 Nominating & Governance; 4 Investment; 4 Closed-End Fund .

Fixed Compensation

• Structure and levels (Independent Board Members):
  • Effective Jan 1, 2025: $350,000 annual retainer; committee membership retainers—Audit $35k; Compliance $35k; Investment $30k; Dividend $25k; Nominating & Governance $25k; Closed-End Funds $25k. Chair premiums—Board $150k; Audit $35k; Compliance $35k; Investment $30k; Dividend/Nom/Gov/Closed-End $25k. Ad hoc meeting fees $1,000–$2,500; special assignment committee stipends .
  • Prior to Jan 1, 2025: $350,000 annual retainer; committee membership retainers—Audit $30k; Compliance $30k; Investment $20k; Dividend/Nom/Gov/Closed-End $20k; Chair premiums—Board $140k; Audit/Compliance $30k; Investment $20k; Dividend/Nom/Gov/Closed-End $20k; ad hoc fees and special assignment stipends .
  • Earlier (calendar 2023): $210,000 annual retainer plus per‑meeting fees by committee; Board Chair $140k; committee chair fees $20k; site visit fees; allocated across funds .

Performance Compensation

• No performance-based compensation, equity awards, or options for directors; compensation is cash-based retainers/fees with optional deferral .
• Deferred compensation plan: Independent Board Members may defer fees into funds; distributions in lump sum or over 2–20 years .
• Toth’s deferrals: Deferred fees attributable to NDMO totaled $1,043 for the fiscal year shown .

Other Directorships & Interlocks

No current public company directorships disclosed for Toth; limited risk of public-company interlocks based on disclosures .

Expertise & Qualifications

• Asset management leadership: former CEO/President, Northern Trust Global Investments; extensive securities lending and quantitative management experience .
• Board governance and risk: service on Compliance, Nominating & Governance, Investment, and Executive Committees indicates active role in risk oversight, governance processes, and performance review .
• Education: B.S. University of Illinois; MBA NYU; Northwestern CEO Perspectives (2005) .

Equity Ownership

• Ownership guideline: Nuveen funds boards expect each Board Member to invest at least the equivalent of one year of compensation in funds within the Fund Complex (no per‑fund requirement disclosed) .
• Individual ownership in NDMO: $0 dollar range and 0 shares; each Board Member’s holdings represent less than 1% of any fund’s outstanding shares .
• Other fund holdings: Toth reports $10,000–$50,000 in Nuveen Quality Municipal Income Fund (NAD) and an aggregate “Over $100,000” across all Nuveen funds overseen .

Context: NDMO had 59,562,212 common shares outstanding as of June 20, 2025 .

Insider Trades

Governance Assessment

• Strengths:
  • Independent director with long tenure (since 2008) and deep asset management experience; serves on four governance-critical committees (Executive; Compliance/Risk; Nominating & Governance; Investment) supporting board effectiveness and risk oversight .
  • Attendance at or above 75% threshold; Board uses a unitary structure with independent Chair, enhancing independence and consistent oversight across funds .
• Alignment:
  • Board guideline expects a one-year-compensation-equivalent investment across Nuveen funds; Toth reports “Over $100,000” aggregate across funds, but $0 in NDMO specifically; compliance with the aggregate guideline cannot be determined from disclosed ranges .
• Compensation structure signals:
  • Shift from per‑meeting fees (pre‑2024) to higher fixed retainers and committee retainers in 2024–2025 increases predictable pay; 2025 committee retainers rose (e.g., Audit/Compliance +$5k; Investment +$10k; several chairs +$5k–$10k), reflecting workload and market levels but reducing pay variability .
• Conflicts and related-party exposure:
  • No related-party transactions or holdings disclosures involving Toth in companies under common control with the Adviser; independence affirmed .

RED FLAGS

• Zero direct ownership in NDMO (0 shares, $0 range) may be perceived as weaker fund-specific alignment, notwithstanding aggregate holdings guideline at the board level .