Terence Toth
About Terence J. Toth
Independent Board Member of Nuveen New York Municipal Value Fund (NNY), born 1959, serving on the Nuveen Funds boards since 2008. Former CEO and President of Northern Trust Global Investments, with deep experience in securities lending and quantitative management; education includes a BS from the University of Illinois, MBA from NYU, and the CEO Perspectives Program at Northwestern (2005). Currently a member of multiple Nuveen Fund committees; he is classified as an Independent Board Member (not an “interested person” under the 1940 Act) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led investment platform; previously EVP, Quantitative Management & Securities Lending (2000–2004) |
| Northern Trust Company | Various roles (incl. Head of Government Trading & Cash Collateral Investment) | 1994–2004; 1982–1986 | Built securities lending capabilities |
| Bankers Trust | Managing Director, Head of Global Securities Lending | 1986–1994 | Oversaw securities lending globally |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Governance oversight in asset management |
| Quality Control Corporation | Director | 2012–2021 | Board oversight (manufacturing) |
| Fulcrum IT Service LLC | Director | 2010–2019 | Board oversight (government IT services) |
| LogicMark LLC | Director | 2012–2016 | Board oversight (health services) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mather Foundation | Director; Investment Committee Chair | 2012–present (Chair 2017–2022) | Led investment oversight |
| Catalyst Schools of Chicago | Director | 2008–present | Education-focused philanthropy |
| Kehrein Center for the Arts | Chair and Director | 2021–2024 | Arts philanthropy leadership |
Board Governance
- Independence: Classified as an Independent Board Member (not an “interested person”) .
- Committees: Executive Committee (member), Compliance, Risk Management & Regulatory Oversight Committee (member), Nominating & Governance Committee (member), Investment Committee (member). Not a member of Audit, Dividend, or Closed-End Fund committees; not a committee chair .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year .
- Chair structure: Independent Chair (Robert L. Young) with defined governance responsibilities .
| Committee | Membership/Chair | Notes |
|---|---|---|
| Executive | Member (Young Chair; Kenny, Nelson, Toth) | Authorized to exercise Board powers between regular meetings |
| Compliance, Risk Mgmt & Regulatory Oversight | Member (Wolff Chair; Forrester, Kenny, Medero, Moschner, Toth) | Oversees compliance, risk (valuation, leverage, derivatives, liquidity) |
| Nominating & Governance | Member (Young Chair; Boateng, Forrester, Kenny, Lancellotta, Medero, Moschner, Nelson, Starr, Thornton, Toth, Wolff) | Board composition, governance guidelines, compensation recommendations |
| Investment | Member (Boateng & Lancellotta Co-Chairs; Forrester, Kenny, Medero, Moschner, Nelson, Starr, Thornton, Toth, Wolff, Young) | Performance and investment risk oversight |
| Audit | Not a member (Nelson Chair) | Financial reporting, valuation oversight; designated “financial experts” exclude Toth |
| Dividend | Not a member (Thornton Chair) | Declares distributions |
| Closed-End Fund | Not a member (Moschner Chair) | Premium/discount, leverage, market dynamics |
| NNY Board & Committee Meeting Counts (FY and Stub) | Regular Board | Special Board | Executive | Dividend | Compliance | Audit | Nominating & Governance | Investment | Closed-End Fund |
|---|---|---|---|---|---|---|---|---|---|
| Fiscal year ended Feb 29, 2024 (NNY) | 4 | 7 | 3 | 10 | 4 | 14 | 6 | 3 | 4 |
| Stub period Mar 1–Aug 31, 2024 (NNY) | 3 | 3 | 4 | 4 | 2 | 7 | 2 | 2 | 2 |
Fixed Compensation
- Structure (effective Jan 1, 2025): Annual retainer $350,000; committee membership retainers: Audit $35,000, Compliance $35,000, Investment $30,000, Dividend $25,000, Nominating & Governance $25,000, Closed-End Funds $25,000; Chair premiums: Board $150,000, Audit $35,000, Compliance $35,000, Investment $30,000, Dividend/Nominating/Closed-End $25,000; ad hoc meeting fees $1,000 or $2,500 based on length/immediacy; special assignment committee fees (Chair starting at $1,250 quarterly; members starting at $5,000 quarterly). No pension; optional deferred compensation plan available .
- Prior changes: 2024 retainer $350,000 with lower membership retainers; 2023 retainer $210,000 plus per-meeting fees and chair premiums; structure adjustments documented below .
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual retainer | $210,000 | $350,000 | $350,000 |
| Audit Committee membership retainer | $2,500/meeting | $30,000 | $35,000 |
| Compliance Committee membership retainer | $5,000/meeting | $30,000 | $35,000 |
| Investment Committee membership retainer | $2,500/meeting | $20,000 | $30,000 |
| Dividend Committee membership retainer | $1,250/meeting | $20,000 | $25,000 |
| Nominating & Governance membership retainer | $500/meeting | $20,000 | $25,000 |
| Closed-End Funds membership retainer | $500/meeting | $20,000 | $25,000 |
| Board Chair premium | $140,000 | $140,000 | $150,000 |
| NNY-Specific Aggregate Compensation to Toth | Fiscal Year (ended Feb 29, 2024) | Stub Period (Mar 1–Aug 31, 2024) |
|---|---|---|
| Amount ($) | $725 | $296 |
| Total Compensation from Nuveen Funds Paid to Toth (all funds) | Amount ($) |
|---|---|
| Aggregate total | $535,644 |
| Deferred Compensation Credits to Toth (selected funds) | NNY Fiscal Year | NNY Stub | Quality Income Fiscal Year | Select Maturities Fiscal Year | Taxable Income Fiscal Year |
|---|---|---|---|---|---|
| Amount ($) | $316 | $77 | $5,666 | $112 | $622 |
Notes: Directors may elect deferral; values track assumed investment in Nuveen funds; no retirement/pension plans for the Funds .
Performance Compensation
| Element | Status |
|---|---|
| Bonus / Target bonus | Not applicable for Independent Board Members; no bonuses disclosed |
| Stock awards (RSUs/PSUs) | None disclosed for directors; compensation is retainers/fees; optional deferred cash-notional program |
| Option awards | None disclosed for directors |
| Performance metrics (revenue, EBITDA, TSR, ESG) | None; director pay not tied to operating metrics |
| Clawback provisions | Not disclosed for directors |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|---|
| Legal & General Investment Management America, Inc. | Asset management | Director | 2008–2013 | No related-party holdings disclosed for Toth; independence affirmed |
| Northern Trust Mutual Funds / NT Global Investments Boards | Investment funds | Director | 2003–2007 | Prior fund governance roles; no current interlock indicated |
| Quality Control Corporation | Manufacturing | Director | 2012–2021 | No transactions with Nuveen funds disclosed |
| Fulcrum IT Service LLC | Govt IT services | Director | 2010–2019 | No transactions with Nuveen funds disclosed |
| LogicMark LLC | Health services | Director | 2012–2016 | No transactions with Nuveen funds disclosed |
No table of board member ownership in Adviser-related companies lists Toth; only Thomas J. Kenny is disclosed in that context, reducing conflict risk for Toth .
Expertise & Qualifications
- Asset management executive leadership; securities lending and trading; quantitative management; board governance across investment funds and corporate entities .
- Education: BS (University of Illinois), MBA (NYU), CEO Perspectives Program (Northwestern, 2005) .
- Not designated as an “audit committee financial expert”; Audit Committee financial experts are Boateng, Nelson, Starr, Young .
Equity Ownership
| Fund | Dollar Range of Equity Securities | Shares Owned | % of Outstanding Shares |
|---|---|---|---|
| Nuveen New York Municipal Value Fund (NNY) | $0 | 0 | 0.000% of 18,886,052 shares |
| Nuveen Quality Municipal Income Fund (NAD) | $10,000–$50,000 | 1,310 | <1% (director and group holdings <1% per fund) |
| Aggregate across Nuveen fund complex | Over $100,000 | N/A | Each director <1% in any fund; group <1% |
Governance principle: Each Board Member is expected to invest at least the equivalent of one year of compensation in the Nuveen funds (directly or deferred); directors’ individual holdings are each <1% per fund; group holdings <1% .
Governance Assessment
- Strengths: Long tenure (since 2008) and deep asset management background; multi-committee engagement including Executive and Compliance (risk oversight), Nominating & Governance, and Investment committees; independence affirmed; attendance at least 75%+, supporting board effectiveness .
- Alignment: No NNY share ownership; aggregate Nuveen fund holdings “Over $100,000” and active use of deferred compensation across multiple funds, but NNY-specific alignment is minimal (0 shares) .
- Compensation: Shift toward higher fixed committee retainers effective 2025, signaling more structured pay vs per-meeting fees; total complex compensation $535,644. No equity or performance-linked components, reducing pay-for-performance alignment concerns but appropriate for fund director roles .
- Conflicts/Red Flags: No related-party transactions disclosed for Toth; not listed in adviser-related company ownership table; no legal or SEC issues disclosed; no pledging/hedging disclosures flagged. RED FLAGS: NNY-specific ownership at $0 may be viewed as a minor alignment gap versus the board’s investment expectation (though expectation applies to the complex, not fund-specific) .
Overall, Toth’s governance profile supports investor confidence through independence, committee workload in risk and governance, and long fund-complex experience; the primary watchpoint is NNY-specific skin-in-the-game given zero holdings, partially mitigated by aggregate Nuveen complex exposure via deferrals and other fund holdings .