Terence Toth
About Terence J. Toth
Terence J. Toth (born 1959) is an Independent Board Member of Nuveen Core Plus Impact Fund (NPCT). He has served on Nuveen closed-end fund boards since 2008 and is currently a Class II Board Member for NPCT with a term expiring at the 2026 annual meeting. He was formerly the Independent Chair of the Nuveen Funds’ unitary board (Chair since July 2018), with Robert L. Young now serving as Chair in 2025. Toth has extensive investment management and securities lending experience from senior roles at Northern Trust and Bankers Trust.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led investment platform; prior EVP Quant Mgmt & Securities Lending 2000–2004 |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Built global securities lending franchise |
| Northern Trust (earlier period) | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Trading and cash collateral management |
| Promus Capital | Co‑Founding Partner | 2008–2017 | Investment advisory leadership |
| Legal & General Investment Mgmt America | Director | 2008–2013 | Asset management board oversight |
| LogicMark LLC | Director | 2012–2016 | Health services device company board |
| Fulcrum IT Service LLC | Director | 2010–2019 | Gov’t IT services board |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing board |
| Northern Trust Mutual Funds/Global Investments/Japan/Securities HK Boards | Director | Various 1997–2007 | Multiple board roles across entities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalyst Schools of Chicago | Board Member | Since 2008 | Education philanthropy |
| Mather Foundation | Board Member; Investment Committee Chair | Since 2012; Chair 2017–2022 | Oversight of investment program |
| Kehrein Center for the Arts | Chair and Board Member | 2021–2024 | Philanthropy leadership |
| Chicago Fellowship Board | Member | 2005–2016 | Philanthropy |
| Education | BS Univ. of Illinois; MBA NYU; CEO Perspectives Program (Northwestern) | N/A | Executive education credentials |
Board Governance
- Independence: All NPCT Board Members are “Independent Board Members” (not “interested persons” under the 1940 Act; never employees/directors of TIAA/Nuveen).
- Classification/tenure: Class II Trustee for NPCT; term through the 2026 annual meeting.
- Unitary board: Serves across the Nuveen Funds complex; Board consolidation added new independent members in 2024.
- Chair transition: Toth was Independent Chair (from July 2018) but the 2025 Chair is Robert L. Young.
Committee assignments (current 2025):
- Executive Committee: Member (Young, Chair; Kenny, Nelson, Toth).
- Compliance, Risk Management & Regulatory Oversight Committee: Member (Wolff, Chair; Forrester, Kenny, Medero, Moschner, Toth).
- Nominating & Governance Committee: Member (Young, Chair; includes Toth among members).
- Investment Committee: Member (co-chairs Boateng/Lancellotta for certain funds; includes Toth among members).
- Not listed on Audit or Closed‑End Fund Committee in 2025 (was a member of Closed‑End Funds Committee in prior years).
Board and committee meeting cadence and attendance (NPCT last fiscal year):
- Policy: Each Board Member attended ≥75% of Board and committee meetings.
| Meeting Type (NPCT) | Count (last fiscal year) |
|---|---|
| Regular Board | 5 |
| Special Board | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance Committee | 5 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
Compensation structure (Independent Directors; fund complex-wide).
Annual and committee membership retainers:
| Component | 2024 | 2025 |
|---|---|---|
| Annual Director Retainer | $350,000 | $350,000 |
| Audit Committee membership | $30,000 | $35,000 |
| Compliance Committee membership | $30,000 | $35,000 |
| Investment Committee membership | $20,000 | $30,000 |
| Dividend Committee membership | $20,000 | $25,000 |
| Nominating & Governance membership | $20,000 | $25,000 |
| Closed‑End Funds membership | $20,000 | $25,000 |
Chair/co‑chair retainers:
| Role | 2024 | 2025 |
|---|---|---|
| Board Chair | $140,000 | $150,000 |
| Audit Chair | $30,000 | $35,000 |
| Compliance Chair | $30,000 | $35,000 |
| Investment Chair | $20,000 | $30,000 |
| Dividend/NomGov/Closed‑End Chair | $20,000 | $25,000 |
Meeting/ad hoc fees:
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Regular Board meeting (per day) | $7,250 | N/A (moved to membership retainers) | N/A |
| Special Board meeting (per meeting) | $4,000 | N/A | N/A |
| Audit/Closed‑End/Investment (per meeting) | $2,500 | N/A | N/A |
| Compliance (per meeting) | $5,000 | N/A | N/A |
| Dividend (per meeting) | $1,250 | N/A | N/A |
| Ad hoc Board/Committee | N/A | $1,000 or $2,500 depending on length/immediacy | $1,000 or $2,500 |
| Special assignment committees | N/A | Chair quarterly fee starting at $1,250; members quarterly fee starting at $5,000 | Same |
Aggregate compensation (per fund; last fiscal year):
| Fund | Toth – Aggregate Compensation ($) |
|---|---|
| Nuveen Core Plus Impact Fund (NPCT) | 1,797 |
| Total from funds in Nuveen Fund Complex | 575,750 |
Deferred compensation plan: Directors may elect to defer fees into notional accounts tracking eligible Nuveen funds; distributions in lump sum or over 2–20 years.
Performance Compensation
| Element | Disclosed? | Notes |
|---|---|---|
| Annual bonus/target % | No | Not applicable to independent directors |
| Equity grants (RSUs/PSUs) | No | No equity award program disclosed for directors |
| Options | No | No option awards disclosed |
| Performance metrics (Revenue/EBITDA/TSR/ESG) | No | No pay-for-performance framework for directors |
| Clawbacks/severance/CoC | No | Not applicable; independent directors |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Dates | Interlock/Conflict Notes |
|---|---|---|---|---|
| Legal & General Investment Management America | Asset Management | Director | 2008–2013 | No Nuveen/TIAA affiliation; no interlock disclosed |
| Quality Control Corporation | Manufacturing | Director | 2012–2021 | None disclosed |
| Fulcrum IT Service LLC | IT Services (Gov’t) | Director | 2010–2019 | None disclosed |
| LogicMark LLC | Health Services | Director | 2012–2016 | None disclosed |
No related‑party transactions involving Toth are disclosed in the proxy.
Expertise & Qualifications
- Senior executive experience in asset management and global securities lending; prior CEO/President, Northern Trust Global Investments.
- Governance experience across multiple boards; former Independent Chair of Nuveen Funds (2018–2023).
- Education: BS (University of Illinois), MBA (NYU), Northwestern CEO Perspectives Program.
Equity Ownership
Board policy expects each Board Member to invest at least the equivalent of one year’s compensation across the Nuveen fund complex; individual beneficial holdings in each fund are typically <1% of outstanding shares.
Dollar range holdings (as of Dec 31, 2024):
| Fund | Toth Dollar Range |
|---|---|
| NPCT (Core Plus Impact) | $0 |
| Floating Rate Income (JFR) | $10,001–$50,000 |
| Municipal Credit Opportunities (NMCO) | $50,001–$100,000 |
| Aggregate across all registered investment companies overseen | Over $100,000 |
Beneficial share counts (as of Dec 31, 2024):
| Fund | Shares |
|---|---|
| NPCT (Core Plus Impact) | 0 |
| Floating Rate Income (JFR) | 3,720 |
| Municipal Credit Opportunities (NMCO) | 7,925 |
Section 16(a) compliance: Funds report Board Members/officers complied with filing requirements during the last fiscal year.
Governance Assessment
- Board effectiveness: Toth’s long tenure (since 2008) and prior service as Independent Chair indicate strong governance continuity. Current memberships on Executive, Compliance, Nominating & Governance, and Investment Committees suggest deep involvement in oversight of risk, valuation/compliance, and performance.
- Independence and conflicts: Classified as independent; no Nuveen/TIAA employment history; no related‑party transactions disclosed; independence supports investor confidence.
- Attendance and engagement: Board met frequently (5 regular, 9 special for NPCT) with all Board Members meeting the ≥75% attendance threshold, underscoring engagement.
- Pay structure: Shift in 2024–2025 to higher fixed retainers and committee membership retainers (away from per‑meeting fees) improves predictability and reflects workload across complex; no performance-based or equity awards for directors, aligning with investment company governance norms.
- Ownership alignment: While Toth holds no NPCT shares, he holds other Nuveen funds (e.g., JFR, NMCO) and reports aggregate holdings >$100k. Given the board guideline to invest one year’s compensation across the complex, lack of NPCT-specific ownership may be viewed as a partial alignment rather than a direct fund-specific alignment.
RED FLAGS
- Fund-specific ownership: No NPCT share ownership as of Dec 31, 2024 may be a modest alignment concern at the fund level, though complex-wide holdings and the board’s guideline mitigate this.
- No performance-linked pay: Absence of performance-conditioned compensation for directors (typical in mutual/closed-end fund governance) could be seen as neutral rather than a red flag.
Potential Signals to Monitor
- Committee leadership changes or rotation (e.g., chair roles) and any updates from 8‑K filings on board composition.
- Any future disclosures of related‑party transactions or hedging/pledging policies impacting alignment.