Terence J. Toth
About Terence J. Toth
Independent Board Member of Nuveen Multi-Asset Income Fund (NMAI), born 1959; Board service since 2008 across the Nuveen Funds complex. Background includes CEO/President of Northern Trust Global Investments (2004–2007), EVP Quantitative Management & Securities Lending (2000–2004), and prior roles at Bankers Trust and Northern Trust; education: BS University of Illinois, MBA New York University, CEO Perspectives Program (Northwestern, 2005). Class II Board Member with term to the 2026 annual meeting; oversees 218 portfolios in the complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led investment management; prior EVP Quantitative Mgmt & Securities Lending (2000–2004) |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Led global securities lending |
| Northern Trust | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Trading and collateral functions |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Asset management oversight |
| Promus Capital | Co‑Founding Partner | 2008–2017 | Investment advisory leadership |
| LogicMark LLC | Director | 2012–2016 | Health services oversight |
| Fulcrum IT Service LLC | Director | 2010–2019 | Government IT services oversight |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kehrein Center for the Arts | Chair & Board Member | 2021–2024 | Philanthropy |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Philanthropy |
| Mather Foundation | Board Member; Investment Committee Chair | Since 2012; Chair 2017–2022 | Philanthropy; investment oversight |
| Chicago Fellowship Board | Member | 2005–2016 | Philanthropy |
| Northern Trust Mutual Funds/Global Investments/Japan/Hong Kong/Securities Boards | Board roles | Various 1997–2007 | Financial services governance |
Board Governance
- Independence: Listed among “Board Members/Nominees who are not ‘interested persons’” and serves on committees comprised entirely of Independent Board Members under NYSE/NASDAQ standards.
- Committee assignments (NMAI complex): Executive Committee member; Compliance, Risk Management & Regulatory Oversight Committee member; Investment Committee member; Nominating & Governance Committee member. Not listed on Audit or Dividend Committees in current composition.
- Class/Term and tenure: Class II Board Member until the 2026 annual meeting; length of service since 2008.
- Attendance: Each Board Member attended 75% or more of Board and committee meetings in the last fiscal year.
- Board leadership: Independent Chair of the Nuveen Funds is Robert L. Young.
Fixed Compensation
| Component | Amount | Effective Date/Notes |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2024 |
| Audit Committee membership retainer | $30,000 → $35,000 | Increased Jan 1, 2025 |
| Compliance Committee membership retainer | $30,000 → $35,000 | Increased Jan 1, 2025 |
| Investment Committee membership retainer | $20,000 → $30,000 | Increased Jan 1, 2025 |
| Dividend Committee membership retainer | $20,000 → $25,000 | Increased Jan 1, 2025 |
| Nominating & Governance Committee membership retainer | $20,000 → $25,000 | Increased Jan 1, 2025 |
| Closed-End Funds Committee membership retainer | $20,000 → $25,000 | Increased Jan 1, 2025 |
| Board Chair/Co‑Chair additional retainer | $140,000 → $150,000 | Increased Jan 1, 2025 |
| Audit/Compliance Chair additional retainer | $30,000 → $35,000 | Increased Jan 1, 2025 |
| Investment Committee Chair additional retainer | $20,000 → $30,000 | Increased Jan 1, 2025 |
| Dividend/Nom/Gov/Closed‑End Chairs additional retainer | $20,000 → $25,000 | Increased Jan 1, 2025 |
| Ad hoc meeting fees | $1,000 or $2,500 | Based on length/immediacy |
| Special assignment committees | Chair quarterly fee starting $1,250; members quarterly fee starting $5,000 | |
| Pre‑2024 structure (for reference) | $210,000 annual retainer + per‑meeting fees (e.g., $7,250 regular Board day, $4,000 special Board, $2,500 Audit/Closed-End/Investment, $5,000 Compliance, $1,250 Dividend, $500 other committees) + $140,000 Board Chair; $20,000 committee chair retainers | Calendar year 2023 |
| Aggregate Compensation (last fiscal year) | Amount |
|---|---|
| From NMAI (Multi‑Asset Income) | $2,069 |
| Total across funds in the Fund Complex | $575,750 |
| Deferred Compensation (last fiscal year) | Amount |
|---|---|
| NMAI deferral credited | $681 |
- Funds do not have retirement or pension plans; officers serve without Fund compensation; CCO compensation is paid by the Adviser (with Board input) and reimbursed in part by the Funds.
Performance Compensation
- The proxy specifies fixed cash retainers, committee retainers, chair retainers, and meeting fees; it does not describe director bonuses, stock awards, or option awards. Deferred compensation is credited as if invested in eligible Nuveen funds, with distributions selectable in lump sum or over 2–20 years.
| Deferred Compensation Mechanics | Detail |
|---|---|
| Credit basis | Book reserve account credited as if invested in shares of eligible Nuveen funds |
| Distribution options | Lump sum or over 2–20 years |
Other Directorships & Interlocks
| Company/Institution | Role | Status | |---|---| | Legal & General Investment Management America, Inc. | Director | 2008–2013 (past) | | LogicMark LLC | Director | 2012–2016 (past) | | Fulcrum IT Service LLC | Director | 2010–2019 (past) | | Quality Control Corporation | Director | 2012–2021 (past) | | Kehrein Center for the Arts | Chair & Director | 2021–2024 (past) | | Catalyst Schools of Chicago | Director | Since 2008 (current) | | Mather Foundation | Director; Investment Committee Chair (2017–2022) | Since 2012 (current) |
Expertise & Qualifications
- Senior investment management leadership (CEO/President Northern Trust Global Investments; EVP Quantitative Management & Securities Lending).
- Extensive securities lending and trading experience; global financial services governance roles.
- Education: BS (University of Illinois); MBA (NYU); CEO Perspectives Program (Northwestern University, 2005).
- Oversees 218 portfolios across the Fund Complex, indicating breadth of governance scope.
- Not listed as Audit Committee member or designated audit committee financial expert in current composition.
Equity Ownership
| Fund | Dollar Range Beneficial Ownership |
|---|---|
| NMAI (Multi‑Asset Income) | $0 |
| Floating Rate Income (JFR) | $10,001–$50,000 |
- As of Feb 18, 2025, each Board Member’s individual beneficial shareholdings in each Fund were less than 1% of outstanding shares; group holdings also less than 1%.
Governance Assessment
- Committee coverage and risk oversight: Toth serves on Executive, Compliance, Investment, and Nominating & Governance committees—covering valuation/compliance risk, investment performance/risk, governance, and between‑meeting Board authority—supporting board effectiveness across key oversight domains.
- Independence and attendance: Listed among independent (non‑interested) Board Members; attended at least 75% of Board/committee meetings in the last fiscal year, meeting the Board’s attendance standard.
- Ownership alignment signal: $0 beneficial ownership in NMAI and modest holdings elsewhere in the complex (e.g., JFR $10,001–$50,000) may indicate limited direct NMAI alignment relative to aggregate compensation from the fund complex ($575,750).
- Compensation structure shift: The Board moved from a per‑meeting fee model (2023) to larger fixed retainers and committee retainers in 2024, with increases effective Jan 1, 2025—reducing reliance on per‑meeting variable fees and standardizing compensation.
- Board leadership balance: Presence of an Independent Chair (Robert L. Young) provides counterweight to long‑tenured trustees (Toth since 2008).
RED FLAGS
- No NMAI share ownership disclosed for Toth, which can be viewed as a potential alignment concern for investors focused on “skin in the game.”