Terence J. Toth
About Terence J. Toth
Terence J. Toth (born 1959) is an Independent Board Member of Nuveen California AMT‑Free Quality Municipal Income Fund (NKX), serving as a Class II director with a term expiring at the 2026 annual meeting; he has served on Nuveen fund boards since 2008 . He previously served as CEO and President of Northern Trust Global Investments and held senior roles in quantitative management and securities lending; he holds a B.S. from the University of Illinois, an MBA from New York University, and completed the CEO Perspectives Program at Northwestern University in 2005 . All current and continuing Board Members, including Mr. Toth, are deemed “Independent Board Members” under the Investment Company Act of 1940 and have never been employees or directors of TIAA or Nuveen or any affiliate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led investment platform; prior EVP, Quantitative Management & Securities Lending (2000–2004) |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Led global securities lending |
| Northern Trust Company | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Trading and collateral investment leadership |
| Promus Capital | Co‑Founding Partner | 2008–2017 | Built investment advisory capabilities |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Board oversight in asset management |
| Fulcrum IT Service LLC | Director | 2010–2019 | Governance in government IT services |
| LogicMark LLC | Director | 2012–2016 | Board role in health services |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing board oversight |
| Northern Trust Mutual Funds/Global Investments/Japan/Securities/Hong Kong Boards | Director/Board Member | 1997–2007 (various) | Governance across multiple entities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kehrein Center for the Arts | Chair and Board Member | 2021–2024 | Led board for philanthropic arts center |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Education philanthropy governance |
| Mather Foundation | Board Member; Investment Committee Chair (former) | Since 2012; Chair 2017–2022 | Oversaw investment committee |
| Chicago Fellowship Board | Member | 2005–2016 | Philanthropy board service |
Board Governance
- Independence: Classified as an “Independent Board Member”; no employment or director history with TIAA/Nuveen or affiliates .
- Class & Term: Class II; term expires at 2026 annual meeting (current and continuing Board Member) .
- Committees:
- Executive Committee – Member; Chair: Robert L. Young .
- Compliance, Risk Management & Regulatory Oversight Committee – Member; Chair: Margaret L. Wolff .
- Investment Committee – Member; Co‑Chairs: Joseph A. Boateng and Amy B.R. Lancellotta .
- Nominating & Governance Committee – Member; Chair: Robert L. Young .
- Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year .
| NKX (California AMT‑Free) – Meetings Held (Last FY) | Count |
|---|---|
| Regular Board Meetings | 6 |
| Special Board Meetings | 9 |
| Executive Committee | 3 |
| Dividend Committee | 8 |
| Compliance Committee | 4 |
| Audit Committee | 13 |
| Nominating & Governance Committee | 6 |
| Investment Committee | 3 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
- Compensation structure for Independent Board Members (effective Jan 1, 2025): annual cash retainer plus committee retainers and chair fees; ad hoc and special assignment fees as needed .
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board Retainer | $350,000 | $350,000 | No change |
| Audit Committee membership | $30,000 | $35,000 | Increased |
| Compliance Committee membership | $30,000 | $35,000 | Increased |
| Investment Committee membership | $20,000 | $30,000 | Increased |
| Dividend Committee membership | $20,000 | $25,000 | Increased |
| Nominating & Governance membership | $20,000 | $25,000 | Increased |
| Closed‑End Fund Committee membership | $20,000 | $25,000 | Increased |
| Board Chair fee | $140,000 | $150,000 | Increased |
| Audit/Compliance Chair fee | $30,000 | $35,000 | Increased |
| Investment Chair/Co‑Chair fee | $20,000 | $30,000 | Increased |
| Dividend/N&G/Closed‑End Chair fee | $20,000 | $25,000 | Increased |
| Ad hoc meeting fee | $1,000–$2,500 | $1,000–$2,500 | Unchanged |
| Special assignment committee (quarterly) | Chair $1,250; Member $5,000 | Chair $1,250; Member $5,000 | Unchanged |
- Aggregate compensation across the Fund Complex (latest year): reflects retainer and committee fees allocated across funds.
| Board Member | Total Compensation from Nuveen Funds (FY most recent) | Prior Year |
|---|---|---|
| Terence J. Toth | $575,750 | $607,350 |
- No retirement or pension plans; a Deferred Compensation Plan allows directors to defer fees into book accounts tracking Nuveen fund shares, with distributions in lump sum or over 2–20 years .
Performance Compensation
| Element | Disclosure |
|---|---|
| Performance‑based pay metrics (e.g., revenue/EBITDA/TSR) | None disclosed for directors; compensation is cash retainers and committee/chair fees |
| Equity awards (RSUs/Options) | None disclosed for directors; deferred fees accrue to book accounts tracking fund shares (not equity grants) |
Other Directorships & Interlocks
| Organization | Nature | Tenure | Potential Interlock/Conflict Note |
|---|---|---|---|
| Legal & General Investment Management America, Inc. | Asset management – Director | 2008–2013 | Independent of Nuveen; no TIAA/Nuveen affiliation |
| Fulcrum IT Service LLC | Gov’t IT services – Director | 2010–2019 | No disclosed NKX relationship |
| LogicMark LLC | Health services – Director | 2012–2016 | No disclosed NKX relationship |
| Quality Control Corporation | Manufacturing – Director | 2012–2021 | No disclosed NKX relationship |
| Multiple Northern Trust boards | Financial services – Director | Various 1997–2007 | Prior employer boards; not Nuveen/TIAA |
| Philanthropic boards (Catalyst Schools, Mather Foundation, Kehrein Center) | Non‑profit governance | Since 2008; 2012–; 2021–2024 | Non‑commercial; no fund conflicts |
Expertise & Qualifications
- Senior leadership in asset management and securities lending (Northern Trust; Bankers Trust) .
- Board governance across financial, IT, health services, and manufacturing sectors .
- Education: B.S. (University of Illinois), MBA (NYU), CEO Perspectives Program (Northwestern, 2005) .
- Oversees 220 portfolios in the Fund Complex, indicating broad fund oversight experience .
Equity Ownership
- Beneficial share ownership in NKX and other Nuveen closed‑end funds: reported as 0 shares for each fund as of Oct 22, 2025; the group of Board Members and officers also reported less than 1% ownership in each fund .
- Aggregate dollar range of equity securities in all registered investment companies overseen: “Over $100,000” for Mr. Toth, reflecting identity‑of‑interest guideline investments, including deferred accounts .
| Fund | Shares Beneficially Owned (Mr. Toth) |
|---|---|
| Arizona Quality (NAZ) | 0 |
| California AMT‑Free (NKX) | 0 |
| California Value (NCA) | 0 |
| California Quality (NAC) | 0 |
| Massachusetts Quality (NMT) | 0 |
| Aggregate dollar range in Fund Complex | Over $100,000 |
- Stock ownership guideline: Each Board Member is expected to invest at least the equivalent of one year of compensation in Nuveen funds, directly or via deferred compensation; individual compliance status not specifically disclosed .
Governance Assessment
-
Positive signals:
- Independence and broad fund governance experience; no TIAA/Nuveen employment history .
- Active committee engagement across Executive, Compliance, Investment, and Nominating & Governance, supporting board effectiveness and risk oversight .
- Attendance threshold achieved (≥75% of meetings), with substantive committee workload at NKX (e.g., 13 Audit Committee meetings; 6 N&G; 4 Compliance) indicating engagement .
- Compensation structure predominantly cash retainers with transparent committee/chair fees; deferred compensation aligns interests with Nuveen fund shareholders .
-
Watch‑items/RED FLAGS to monitor:
- Zero direct beneficial ownership in NKX may be perceived as limited “skin‑in‑the‑game” at the fund level despite aggregate holdings in the complex; ongoing adherence to ownership guideline should be monitored .
- Executive Committee membership concentrates influence; continued independence in oversight remains critical .
- No director equity awards or performance‑based metrics—typical for investment company boards—but investors should rely on meeting engagement and committee effectiveness as proxies for accountability .
-
Related‑party exposure:
- No related‑party transactions or affiliate holdings disclosed for Mr. Toth; sample related‑party holdings disclosed in the proxy pertain to another director (Kenny), not Toth .