Terence J. Toth
About Terence J. Toth
Independent Class II Board Member of Nuveen Massachusetts Quality Municipal Income Fund; year of birth 1959; length of service in the Fund Complex since 2008; oversees 220 portfolios. Former CEO and President of Northern Trust Global Investments; earlier EVP, Quantitative Management & Securities Lending; prior roles at Bankers Trust and Northern Trust. Education: BS, University of Illinois; MBA, New York University; completed CEO Perspectives Program at Northwestern University in 2005. Term as Class II Board Member expires at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | Chief Executive Officer & President | 2004–2007 | Led investment operations and strategy |
| Northern Trust | Executive Vice President, Quantitative Management & Securities Lending | 2000–2004 | Oversight of securities lending and quantitative strategies |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Built and managed global securities lending platform |
| Northern Trust | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Managed trading and collateral programs |
| Promus Capital | Co‑Founding Partner | 2008–2017 | Co‑founded investment advisory firm |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Board oversight at asset manager |
| Quality Control Corporation | Director | 2012–2021 | Board governance at manufacturing firm |
| LogicMark LLC | Director | 2012–2016 | Board member at health services company |
| Fulcrum IT Service LLC | Director | 2010–2019 | Board member at IT services to government entities |
| Northern Trust Mutual Funds / NT Boards (various) | Director / Board Member | 1997–2007 | Board governance across global entities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kehrein Center for the Arts | Chair & Director | 2021–2024 | Led board; philanthropy governance |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Education-focused philanthropy |
| Mather Foundation | Board Member; Investment Committee Chair | Since 2012; Chair 2017–2022 | Oversight of investment policy and performance |
| Chicago Fellowship Board | Member | 2005–2016 | Philanthropic governance |
Board Governance
- Independence: Listed among Board Members “who are not ‘interested persons’ of the Funds” (i.e., independent).
- Term/classification: Class II Board Member; term runs to the 2026 annual meeting (continuing director).
- Attendance: Each Board Member attended 75% or more of Board and committee meetings in the last fiscal year.
- Committee assignments: Executive Committee (member); Compliance, Risk Management & Regulatory Oversight Committee (member); Investment Committee (member); Nominating & Governance Committee (member).
- Chair roles: None; Board Chair is independent (Robert L. Young).
- Portfolios overseen in Fund Complex: 220.
| Committee | Member | Chair | Key Oversight Scope |
|---|---|---|---|
| Executive Committee | Yes | No | Exercises Board powers between regular meetings |
| Compliance, Risk Management & Regulatory Oversight | Yes | No (Chair: Wolff) | Compliance policies, risk (liquidity, derivatives, leverage), regulatory oversight; quarterly CCO reports, private sessions |
| Investment Committee | Yes | No (Co‑Chairs: Boateng, Lancellotta) | Performance oversight, investment risk, leverage/hedging discussions; quarterly reporting |
| Nominating & Governance Committee | Yes | No (Chair: Young) | Board composition, diversity of skills/experience; independent-only membership |
| Audit Committee | No | Chair: Nelson | Financial reporting, valuation policy oversight, auditor independence; designated “financial experts”: Boateng, Nelson, Starr, Young |
| Closed‑End Fund Committee | No | Chair: Moschner | Premium/discount monitoring, leverage, distributions, repurchases, strategy workshops |
Fixed Compensation
- Structure: Independent Board Members receive cash retainers and committee fees; ad hoc meeting fees are paid; special assignment committee fees apply; no pension/retirement plan; deferred compensation plan available.
| Component | Through Dec 31, 2024 | Effective Jan 1, 2025 |
|---|---|---|
| Annual Board Retainer (Independent) | $350,000 | $350,000 |
| Audit Committee – Member | $30,000 | $35,000 |
| Compliance Committee – Member | $30,000 | $35,000 |
| Investment Committee – Member | $20,000 | $30,000 |
| Dividend Committee – Member | $20,000 | $25,000 |
| Nominating & Governance – Member | $20,000 | $25,000 |
| Closed‑End Funds – Member | $20,000 | $25,000 |
| Board Chair | $140,000 | $150,000 |
| Audit Chair | $30,000 | $35,000 |
| Compliance Chair | $30,000 | $35,000 |
| Investment Chair/Co‑Chair | $20,000 | $30,000 |
| Dividend Chair | $20,000 | $25,000 |
| Nominating & Governance Chair | $20,000 | $25,000 |
| Closed‑End Funds Chair | $20,000 | $25,000 |
| Ad hoc meeting fee | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting |
| Special assignment committees – Chair (quarterly) | From $1,250 | From $1,250 |
| Special assignment committees – Member (quarterly) | From $5,000 | From $5,000 |
| Fund | Aggregate Compensation Paid to Terence J. Toth (last fiscal year) |
|---|---|
| Nuveen Massachusetts Quality Municipal Income Fund (NMT) | $553 |
| Total Compensation from Nuveen Funds Paid to Terence J. Toth (Fund Complex) | $575,750 |
- Deferred Compensation Plan: Independent Directors may elect to defer fees; deferrals credited to book accounts mirroring performance of selected Nuveen funds; distributions can be lump sum or 2–20 years; officers of Funds receive no compensation from the Funds.
Performance Compensation
| Performance‑Linked Components | Details |
|---|---|
| None disclosed for Independent Directors | Compensation consists of fixed retainers, committee fees, ad hoc/special assignment fees; no stock/option awards or performance metrics are disclosed for Independent Directors. |
Other Directorships & Interlocks
| Company/Organization | Role | Tenure | Potential Interlock/Comments |
|---|---|---|---|
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Asset management industry experience; no Nuveen/TIAA interlock indicated |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing oversight |
| Fulcrum IT Service LLC | Director | 2010–2019 | Government IT services oversight |
| LogicMark LLC | Director | 2012–2016 | Health services oversight |
| Northern Trust Mutual Funds/Boards | Director/Board roles | 1997–2007 | Prior fund governance experience; not current |
| Mather Foundation | Board Member; Investment Committee Chair | Since 2012; Chair 2017–2022 | Investment oversight role in philanthropy |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Education philanthropy |
| Kehrein Center for the Arts | Chair & Director | 2021–2024 | Philanthropy governance leadership |
- Board table of “Companies under common control” holdings names certain members (e.g., Kenny); Mr. Toth is not listed in that disclosure.
Expertise & Qualifications
- Senior investment management leadership (CEO, EVP roles), securities lending, and quantitative management credentials.
- Fund governance experience across multiple boards and committees.
- Education: BS (University of Illinois), MBA (NYU), CEO Perspectives (Northwestern, 2005).
- Not designated as an Audit Committee “financial expert” (designation applies to Boateng, Nelson, Starr, Young).
Equity Ownership
| Metric | NMT (Massachusetts Quality) | Aggregate Dollar Range Across All Registered Investment Companies Overseen |
|---|---|---|
| Shares beneficially owned (Oct 22, 2025) | 0 | Over $100,000 |
- Board Members are expected, as a governance principle, to invest at least one year of compensation in Nuveen funds (directly or deferred).
- Deferred compensation accounts are valued as if invested in shares of selected Nuveen funds; distributions can be structured over time.
Governance Assessment
- Independence and engagement: Independent director; serves on key committees (Compliance, Investment, Nominating) and Executive Committee; Board‑wide attendance ≥75% threshold met. These support governance effectiveness.
- Compensation structure: Cash‑only retainers and committee fees; January 2025 increases in committee/chair fees indicate higher fixed cost burden but maintain independence (no equity grants or performance pay).
- Ownership alignment: RED FLAG — 0 shares in NMT specifically, which may weaken fund‑specific alignment; mitigating factor is an aggregate “Over $100,000” invested across Nuveen funds and the expectation to invest at least one year of compensation (directly or deferred).
- Conflicts/related party: No director‑specific related‑party transactions or common‑control private holdings disclosed for Mr. Toth; Kenny‑specific holdings are disclosed separately.
- Board leadership: Independent Board Chair; committee charters emphasize robust risk/valuation oversight; Toth is not an Audit Committee financial expert and does not serve on Audit or Closed‑End committees, limiting direct role in valuation oversight but participating in risk and performance oversight via Compliance/Investment.