Terence J. Toth

About Terence J. Toth

Independent director of Nuveen Municipal Income Fund, Inc. (NMI) since 2008; born 1959; veteran asset-management executive with prior CEO/President role at Northern Trust Global Investments and senior roles in securities lending and trading. Education includes a BS from the University of Illinois, MBA from NYU, and completion of the CEO Perspectives Program at Northwestern University (2005). Current credentials emphasize fund governance across the Nuveen fund complex (217 portfolios overseen) with no affiliation to TIAA/Nuveen, qualifying as an Independent Board Member under the 1940 Act and NYSE/NASDAQ listing standards .

Past Roles

External Roles

Board Governance

• Independence: Classified as an Independent Board Member; has never been an employee/director of TIAA or Nuveen or affiliates, and is “not an interested person” under the 1940 Act .
• Committees: Executive Committee (member), Compliance, Risk Management & Regulatory Oversight Committee (member), Nominating & Governance Committee (member), Investment Committee (member) .
• Chair roles: None; Board Chair is Robert L. Young (Independent Chair) .
• Attendance: Met threshold—attended at least 75% of Board and assigned committee meetings in the last fiscal year .
• Tenure and class: Serving since 2008; designated a Class I (Municipal Income) or II Board Member with current term expiring at the 2026 annual meeting .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• No current public-company directorships disclosed in the last five years for Toth within the Nuveen proxy materials .

Expertise & Qualifications

• Senior leadership across global asset management, quantitative strategies, and securities lending; prior CEO/President of Northern Trust Global Investments; MD at Bankers Trust leading global securities lending .
• Governance experience across multiple boards (financial services, IT services, health services, education and philanthropic institutions) .
• Education: BS (University of Illinois), MBA (NYU), CEO Perspectives (Northwestern, 2005) .

Equity Ownership

• No disclosure of pledging or hedging; Section 16(a) filings compliant in the last fiscal years for Board Members .

Governance Assessment

• Committee engagement is strong: Toth sits on Executive, Compliance/Risk/Regulatory Oversight, Nominating & Governance, and Investment Committees—positions aligned with oversight of performance, risk, compliance, and board processes .

• Independence and attendance: Independent status with no TIAA/Nuveen ties; attended ≥75% of Board/committee meetings—supports board effectiveness .

• Compensation and alignment: Director pay is cash-based with transparent retainers and committee fees; optional deferred comp provides long-term alignment. Toth’s aggregate fund holdings are “Over $100,000,” but he holds $0 in NMI itself—an alignment gap for fund-specific skin-in-the-game even as complex-level ownership meets governance expectations; exact compliance with “one year compensation” cannot be verified from ranges disclosed .

• RED FLAGS:

  • Fund-specific ownership alignment: $0 disclosed for NMI (no direct holding), which may be viewed as weaker alignment at the individual fund level despite complex-level investments .
  • No equity/option-based at-risk pay for directors—standard for funds, but offers limited performance linkage; however, cash structure and deferred comp are typical and not shareholder-unfriendly .

• No related-party transactions, tax gross-ups, or repricing events disclosed; Section 16 compliance noted; Audit Committee membership excludes Toth but he participates broadly in governance, compliance, and investment oversight .

Overall, Toth’s long tenure, broad committee participation, and independent status support board effectiveness. The principal investor-confidence consideration is the absence of direct NMI ownership amid cash-only director compensation, which investors may weigh against his complex-wide investments and deferred compensation alignment .