Terence J. Toth
About Terence J. Toth
Independent Board Member of Nuveen Variable Rate Preferred & Income Fund (NPFD); born 1959; on the Nuveen Funds unitary board since 2008; currently a Class II director whose term runs until the 2026 annual shareholder meeting for funds where he is Class II, including NPFD. Former CEO and President of Northern Trust Global Investments; MBA from New York University; completed the CEO Perspectives Program at Northwestern University; oversees 218 portfolios across the Nuveen/TIAA fund complex. He is not designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led asset management unit; previously EVP, Quantitative Mgmt & Securities Lending (2000–2004) |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Leadership in securities lending |
| Northern Trust Company | Head of Government Trading & Cash Collateral Investment; various roles | 1982–1986; joined again 1994 | Trading, collateral investment leadership |
| Legal & General Investment Management America | Director | 2008–2013 | Board service at asset manager |
| Quality Control Corporation | Director | 2012–2021 | Board oversight at manufacturing firm |
| Fulcrum IT Service LLC | Director | 2010–2019 | Board service; gov’t IT services |
| LogicMark LLC | Director | 2012–2016 | Board service; health services tech |
| Northern Trust Mutual Funds/NT boards (Japan, Securities Inc., Hong Kong) | Director/Board member | 1997–2007 (various) | Multiple governance roles across affiliates |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kehrein Center for the Arts | Chair and Board Member | 2021–2024 | Board chair leadership |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Non-profit governance |
| Mather Foundation | Board Member; Investment Committee Chair | Since 2012; Chair 2017–2022 | Led investment oversight |
| Chicago Fellowship Board | Member | 2005–2016 | Community/non-profit service |
Board Governance
- Independence: All nominees and current board members (including Toth) are not “interested persons” under the 1940 Act and have never been employees/directors of TIAA or Nuveen; deemed Independent Board Members.
- Board/Committee roles at NPFD (unitary Nuveen Funds board):
- Executive Committee: Member (committee can exercise board powers between meetings).
- Compliance, Risk Management & Regulatory Oversight Committee: Member.
- Investment Committee: Member.
- Nominating & Governance Committee: Member.
- Not listed on Audit Committee; not listed on Dividend Committee; not listed on Closed-End Fund Committee.
- Attendance: Each board member attended at least 75% of board and assigned committee meetings in the last fiscal year.
- Chair/lead independent: Board is chaired by Independent Director Robert L. Young.
- Election/tenure: Class II director with term through 2026 for NPFD; on the board since 2008.
Fixed Compensation
Board compensation is paid in cash retainers/fees allocated across Nuveen funds; directors may elect to defer fees into notional Nuveen fund investments.
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $210,000 | $350,000 | $350,000 |
| Audit Committee member retainer | Per-meeting fee $2,500 | $30,000 annual | $35,000 annual |
| Compliance Committee member retainer | Per-meeting fee $5,000 | $30,000 annual | $35,000 annual |
| Investment Committee member retainer | Per-meeting fee $2,500 | $20,000 annual | $30,000 annual |
| Dividend, Nominating & Governance, Closed-End member retainer | $1,250 per Dividend mtg; $500 other committees | $20,000 annual each | $25,000 annual each |
| Board Chair additional retainer | $140,000 | $140,000 | $150,000 |
| Committee Chair additional retainer (Audit, Compliance) | $20,000 | $30,000 | $35,000 |
| Committee Chair additional retainer (Investment) | $20,000 | $20,000 | $30,000 |
| Committee Chair additional retainer (Dividend, Nominating, Closed-End) | $20,000 | $20,000 | $25,000 |
| Ad hoc Board/Committee meeting fee | Special mtgs $4,000; others $500–$7,250 per prior schedule | $1,000 or $2,500 per ad hoc meeting | $1,000 or $2,500 per ad hoc meeting |
| Deferred compensation plan availability | Available; invested notionally in Nuveen funds | Available | Available |
Per-fund and complex compensation received (last fiscal year):
- NPFD (Variable Rate Preferred & Income): Toth received $2,938. Deferred fees attributable to NPFD: $1,117.
- Total across the Nuveen fund complex: Toth received $575,750.
Performance Compensation
- No performance-based equity or option awards for directors are disclosed; the director program consists of cash retainers/fees and optional deferred compensation. No stock options/PSUs/RSUs or performance metrics are described for directors.
Other Directorships & Interlocks
- Public company boards (last five years): None disclosed for Toth; philanthropic and non-profit boards listed (Kehrein Center for the Arts; Catalyst Schools; Mather Foundation).
- Interlocks/related entities: Proxy includes a table of board members’ holdings in companies advised by affiliates; no such affiliated-company holdings are listed for Toth (examples provided for other directors, e.g., Kenny).
Expertise & Qualifications
- Professional: Former CEO/President of Northern Trust Global Investments; senior leadership in securities lending and quantitative management; prior leadership roles at Bankers Trust and Northern Trust Company.
- Education: BS, University of Illinois; MBA, New York University; CEO Perspectives Program, Northwestern University.
- Board scale: Oversees 218 portfolios within the fund complex, indicating broad governance scope.
- Audit committee financial expert designation: Not designated (experts are Moschner, Nelson, Starr, Young).
Equity Ownership
| Fund | Dollar Range (as of 12/31/2024) | Shares Owned (as of 12/31/2024) | Ownership % |
|---|---|---|---|
| Variable Rate Preferred & Income (NPFD) | $0 | 0 | <1% (each director individually) |
| Floating Rate Income (JFR) | $10,001–$50,000 | 3,720 | <1% |
| Municipal Credit Opportunities (NMCO) | $50,001–$100,000 | 7,925 | <1% |
| Aggregate across all Nuveen/related investment companies | Over $100,000 | N/A | N/A |
Additional alignment policy:
- Governance principle: Each board member is expected to invest at least one year of compensation in funds within the complex; the proxy does not disclose individual compliance status by dollar amount.
Governance Assessment
-
Positives
- Long-tenured independent director with deep asset management and securities lending experience; serves on key risk and investment oversight committees (Compliance and Investment), and on the Executive Committee for between-meeting authority.
- Attendance threshold met (≥75% of board/committee meetings), supporting engagement.
- Cash-based, transparent fee schedule; optional deferral into Nuveen funds fosters alignment; no director stock options or equity awards that could misalign incentives.
- Independence reinforced by board leadership structure with an independent Chair.
-
Watch items / potential risks
- Not designated an audit committee financial expert; while background is financial, audit oversight authority is concentrated in other directors.
- NPFD-specific ownership is $0 (0 shares), though Toth holds other Nuveen fund shares and has aggregate fund complex exposure >$100,000; the board’s guideline expects at least one year of compensation invested across funds, and the proxy does not disclose whether Toth’s aggregate exceeds that threshold (information gap).
- Complex-wide elections for several Nuveen funds have experienced quorum/holdover situations in recent years (more acute at certain funds), which can signal shareholder engagement challenges; however, Toth is a continuing Class II director for NPFD with term through 2026.
-
Conflicts/related parties
- No related-party transactions or affiliated-company security holdings disclosed for Toth in the proxy appendices; table examples of related holdings pertain to other directors.
Fixed Compensation (Detail by Fund – last fiscal year)
| Fund | Toth – Aggregate Compensation ($) |
|---|---|
| Variable Rate Preferred & Income (NPFD) | 2,938 |
| Total from funds in the Fund Complex | 575,750 |
Deferred compensation outstanding (Participating Funds; includes investment returns):
| Fund | Toth – Deferred Fees ($) |
|---|---|
| Variable Rate Preferred & Income (NPFD) | 1,117 |
The deferred compensation plan credits director elections to a book account notionally invested in eligible Nuveen funds; distributions can be lump sum or over 2–20 years; no retirement or pension plans for directors.
Performance Compensation
| Element | Status |
|---|---|
| Stock awards (RSUs/PSUs), options, performance metrics (TSR/EBITDA/ESG), vesting schedules | Not disclosed for directors; program described as cash retainers/fees with optional deferrals; no equity awards or performance metrics described. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Toth in the past five years. |
| Private/non-profit boards | Kehrein Center (former Chair); Catalyst Schools (since 2008); Mather Foundation (since 2012; former Investment Committee Chair). |
| Interlocks/affiliate-advised holdings | None disclosed for Toth; affiliated-company holdings example disclosed for another director (Kenny). |
Equity Ownership (NPFD and Selected Funds)
| Metric | NPFD | Floating Rate Income | Municipal Credit Opportunities |
|---|---|---|---|
| Dollar range (12/31/2024) | $0 | $10,001–$50,000 | $50,001–$100,000 |
| Shares owned (12/31/2024) | 0 | 3,720 | 7,925 |
| Ownership as % shares outstanding | <1% | <1% | <1% |
Summary Signals for Investors
- Board effectiveness: Active on risk and investment oversight committees; tenure and industry background support process quality; independent chair structure further reduces management influence.
- Alignment: Program encourages substantial personal investment across Nuveen funds; Toth’s aggregate holdings are “Over $100,000,” but NPFD-specific holdings are zero; inability to confirm one-year-compensation threshold is a minor alignment uncertainty.
- Conflicts: No related-party transactions/affiliate-advised private holdings disclosed for Toth; no pledging/hedging disclosures identified in the proxy.
All citations refer to NPFD’s latest DEF 14A (March 4, 2025).