Terence Toth

About Terence J. Toth

Independent Board Member of the Nuveen funds complex (including NEA) since 2008; born 1959. Oversees approximately 217 portfolios across the Fund Complex, bringing ~40 years of investment management and securities lending leadership experience . Education: B.S., University of Illinois; MBA, New York University; CEO Perspectives Program, Northwestern University (2005) . Classified as an Independent Board Member under the Investment Company Act; not an “interested person” of TIAA/Nuveen or affiliates .

Past Roles

External Roles

Board Governance

• Independence: The Board affirms all current members (including Toth) are independent under the 1940 Act and have never been employees/directors of TIAA or Nuveen .
• Classification/Term: For funds other than Municipal Income, Toth is designated a Class II Board Member with a term expiring at the 2026 annual meeting; continuing Board Member across funds in the complex .
• Committee assignments:
  • Executive Committee: Member; Chair is Robert L. Young .
  • Compliance, Risk Management and Regulatory Oversight Committee: Member; Chair is Margaret L. Wolff .
  • Investment Committee: Member; Co‑Chairs are Joseph A. Boateng and Amy B. R. Lancellotta .
  • Nominating & Governance Committee: Member; Chair is Robert L. Young .
  • Dividend Committee: Not listed as member; Chair is Matthew Thornton III .
  • Audit Committee: Not listed as member; current members are Boateng, Lancellotta, Nelson (Chair), Starr, Thornton, Wolff, Young .
• Oversight focus: Committees cover valuation, compliance, investment risk, dividends, governance, and closed‑end fund matters; periodic rotation enhances perspectives .

Fixed Compensation

Additional historical context:

• 2024 structure: Annual retainer $350,000; Audit/Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed‑End $20,000; Chair $140,000; ad hoc fees $1,000–$2,500 .
• 2023 structure: Annual retainer $210,000 plus per‑meeting fees (e.g., Board $7,250/day; Compliance $5,000; Audit/Closed‑End/Investment $2,500; Dividend $1,250; others $500); Chair $140,000; site visit fee $5,000/day .

Aggregate compensation (Nuveen Funds, last fiscal year or stub): Toth $535,644 .

Performance Compensation

Other Directorships & Interlocks

• No current public company directorships disclosed in the last five years for Toth; Board confirms independence from Nuveen/TIAA and affiliates .

Expertise & Qualifications

• Deep experience in global securities lending, quantitative management, trading, and investment firm leadership (Northern Trust; Bankers Trust; Promus Capital) .
• Fund governance experience across 217 portfolios; service on key oversight committees (Executive, Compliance, Investment, Nominating/Governance) .
• Academic credentials and executive program training (NYU MBA; Northwestern CEO Perspectives) .

Equity Ownership

• Governance principle: Each Board Member is expected to invest at least one year of compensation in the Fund Complex (directly or deferred) .
• Beneficial ownership: As of June 20, 2025, each Board Member’s individual holdings in each Fund <1% of outstanding shares; directors and officers as a group <1% per Fund .
• Deferred compensation elections (illustrative values credited by fund; last available periods):

Note: Deferred amounts are plan credits that track returns of selected Nuveen funds; they indicate ongoing alignment but are not equity grants .

Governance Assessment

• Strengths:

  • Independence confirmed; no employment or affiliate ties to Nuveen/TIAA; multiple oversight committees participation (Executive, Compliance, Investment, Nominating/Governance) enhances board effectiveness .
  • Compensation structure moved from per‑meeting fees to transparent annual retainers in 2024–2025, reducing incentives for meeting volume and emphasizing stable oversight; incremental increases in committee retainers in 2025 reflect workload and specialization .
  • Deferred compensation plan facilitates “skin‑in‑the‑game” alignment with fund performance and complements Board policy to invest at least one year of compensation in the Fund Complex .

• Neutral/Watch:

  • No attendance statistics disclosed in the excerpts; committee meeting counts referenced in Appendix C (not in scope here) .
  • No equity awards, options, or performance‑based pay for Independent Directors; alignment is via deferred fees rather than ownership thresholds—consistent with fund governance norms .

• RED FLAGS:

  • None identified: no related‑party transactions, tax gross‑ups, hedging/pledging, or option repricing disclosed for Toth; Board level disclosure shows independence and <1% beneficial ownership per fund .
  • Peer group, say‑on‑pay, or shareholder proposal data not applicable to closed‑end fund directors in the materials reviewed.

• Signals for investors:

  • Toth’s long tenure (since 2008) and leadership background in securities lending and investment operations suggest robust risk oversight contributions on Compliance and Investment Committees .
  • Executive Committee membership positions him in interim decision-making; governance committee participation supports board refreshment and processes .

Appendix: Director Compensation Totals (Aggregate across Nuveen Funds)