Terence Toth
About Terence J. Toth
Independent Board Member of the Nuveen funds complex (includes NMZ), serving since 2008; year of birth 1959 (age ~66 in 2025). Background includes CEO/President of Northern Trust Global Investments (2004–2007) and senior roles in quantitative management and securities lending, with prior leadership at Bankers Trust; education includes a BS from the University of Illinois, MBA from NYU, and the CEO Perspectives Program at Northwestern (2005). He served as Independent Chair of the Nuveen Funds Board starting July 2018 and as Independent Co‑Chair for the first half of 2024; currently a Class I/II Board Member with term expiring at the 2026 annual meeting, overseeing 217 portfolios in the fund complex. All Board Members, including Toth, are deemed Independent (not “interested persons” under the 1940 Act and not employees or directors of TIAA/Nuveen or affiliates).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led investment management platform; prior EVP Quantitative Management & Securities Lending (2000–2004); earlier Head of Gov’t Trading & Cash Collateral (1982–1986) |
| Bankers Trust | Managing Director, Head of Global Securities Lending | 1986–1994 | Built and led global securities lending program |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Board governance oversight for U.S. asset management arm |
| Northern Trust Mutual Funds | Director | Prior service | Oversight of registered funds governance |
| Promus Capital | Co‑Founding Partner | 2008–2017 | Investment advisory leadership |
| Fulcrum IT Services LLC | Director | 2010–2019 | Oversight of IT services firm to government entities |
| LogicMark LLC | Director | 2012–2016 | Governance for health services technology |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kehrein Center for the Arts | Chair and Board Member | 2021–2024 (Chair) | Board leadership in nonprofit arts |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Education nonprofit governance |
| Mather Foundation | Board Member; Chair, Investment Committee | Since 2012; Chair 2017–2022 | Oversight of investment program |
Board Governance
- Committee assignments (2025): Executive Committee (member), Compliance, Risk Management & Regulatory Oversight Committee (member), Investment Committee (member), Nominating & Governance Committee (member). Chairs: Executive Committee Chair is Young; Compliance Chair is Wolff; Investment Co‑Chairs are Boateng & Lancellotta; Nominating & Governance Chair is Young.
- Prior leadership: Independent Chair (July 2018 onward per 2023 proxy), Independent Co‑Chair for 1H 2024; rotation to other independent Co‑Chairs during 2024.
- Independence: All current Board Members are Independent under the 1940 Act and not affiliated with TIAA/Nuveen.
- Attendance: Each Board Member attended at least 75% of regular and committee meetings in the last fiscal year.
- Term & class: Designated Class II with term expiring at the 2026 annual meeting across the funds; service since 2008.
Fixed Compensation
| Component | Amount (Annual) | Notes |
|---|---|---|
| Base retainer (Independent Board Members) | $350,000 | Effective January 1, 2025 |
| Committee membership – Audit | $35,000 | Per committee membership per year |
| Committee membership – Compliance | $35,000 | Per committee membership per year |
| Committee membership – Investment | $30,000 | Per committee membership per year |
| Committee membership – Dividend | $25,000 | Per committee membership per year |
| Committee membership – Nominating & Governance | $25,000 | Per committee membership per year |
| Committee membership – Closed‑End Funds | $25,000 | Per committee membership per year |
| Chair stipends – Board Chair | $150,000 | Not a member‑specific disclosure for 2025; applies to Chair |
| Chair stipends – Audit/Compliance Chair | $35,000 | Applies to those specific Chairs |
| Chair stipends – Investment Chair/Co‑Chair | $30,000 | Applies to Investment leadership |
| Chair stipends – Dividend/N&G/Closed‑End Chair | $25,000 | Applies to those specific Chairs |
| Ad hoc meeting fees | $1,000 or $2,500 | Based on length/immediacy |
| Deferred Compensation Plan availability | Plan election permitted | Deferrals tracked to selected Nuveen funds; distributions lump sum or 2–20 years |
Based on disclosed committee memberships in 2025 (Executive, Compliance, Investment, Nominating & Governance), Toth’s applicable membership retainers would be $35,000 (Compliance) + $30,000 (Investment) + $25,000 (N&G) in addition to the $350,000 base; Executive Committee has no disclosed membership retainer.
Performance Compensation
- No performance‑based cash bonus, stock awards (RSUs/PSUs), or stock options disclosed for Independent Board Members; compensation is via fixed retainers, membership fees, chair stipends, ad hoc meeting fees, and optional deferred compensation tied to fund performance of elected investment options.
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Legal & General Investment Management America, Inc. | Former Director (2008–2013) | Asset manager role; no linkage to TIAA/Nuveen disclosed; independence maintained. |
| Northern Trust Mutual Funds | Former Director | Prior governance in fund industry; no current related‑party link disclosed. |
| Fulcrum IT Services LLC | Former Director | Govt IT services; no fund service provider linkage disclosed. |
| LogicMark LLC | Former Director | Health services technology; no disclosed fund conflicts. |
| Kehrein Center for the Arts; Catalyst Schools; Mather Foundation | Nonprofit boards | Nonprofit roles; not related‑party to the Funds. |
Expertise & Qualifications
- Deep investment management leadership (Northern Trust Global Investments CEO/President; quantitative and securities lending expertise) and prior global securities lending at Bankers Trust.
- Governance experience across asset management and mutual funds; extensive committee and board leadership across nonprofits.
- Education: BS (University of Illinois), MBA (New York University), CEO Perspectives Program (Northwestern University, 2005).
Equity Ownership
| Fund | Shares Beneficially Owned (as of May 31, 2025) | Dollar Range (as of May 31, 2025) |
|---|---|---|
| Municipal High Income | 0 | $0 |
| Municipal Income | 0 | $0 |
| Quality Income | 1,310 | $10,000–$50,000 |
| Aggregate across all Nuveen registered investment companies overseen | — | Over $100,000 |
Deferred compensation may create “share equivalents” in certain Nuveen funds; beneficial ownership tables include such equivalents where applicable.
Governance Assessment
- Board effectiveness: Toth’s multi‑committee presence (Executive; Compliance; Investment; Nominating & Governance) aligns with his prior operating and risk management background and supports robust oversight of compliance, investment risk, and board governance processes.
- Independence and leadership continuity: He is explicitly independent under the 1940 Act and not affiliated with TIAA/Nuveen; served as Independent Chair (2018) and Co‑Chair (1H 2024), indicating strong governance credibility and board trust, with leadership rotation enhancing independence.
- Attendance and engagement: Met the ≥75% attendance threshold for Board and committee meetings during the last fiscal year, consistent with minimum engagement standards.
- Compensation structure: Fixed retainer plus committee fees with optional deferral; absence of performance equity reduces pay‑for‑performance alignment but is standard for independent fund directors; rates increased to the current 2025 schedule.
- Ownership alignment: Reported zero holdings in Municipal Income and Municipal High Income (funds in the complex) and modest holdings in Quality Income, but “Over $100,000” aggregate across Nuveen funds; alignment with NMZ specifically appears limited given 0 holdings in the municipal funds noted. This is a potential soft alignment concern for investors focused on fund‑specific “skin‑in‑the‑game.”
- RED FLAGS:
- Minimal or zero direct ownership in key municipal funds (including Municipal Income and Municipal High Income), which may be viewed as weaker fund‑specific alignment.
- No disclosed performance‑based components or equity awards; while typical for independent fund directors, investors seeking stronger alignment may note the reliance on fixed fees.
No related‑party transactions or conflicts specific to Toth were disclosed in the cited proxy materials; committee structures (entirely Independent) and independence assertions mitigate conflict risk.