Terence J. Toth

About Terence J. Toth

Independent Board Member of Nuveen Virginia Quality Municipal Income Fund (NPV); joined the Nuveen Funds’ Board in 2008. Born 1959; education includes B.S. from the University of Illinois, MBA from New York University, and the CEO Perspectives Program at Northwestern University (2005). Career highlights: CEO and President of Northern Trust Global Investments (2004–2007); Executive Vice President, Quantitative Management & Securities Lending (2000–2004); earlier leadership roles in securities lending and trading at Bankers Trust and Northern Trust; co-founding partner at Promus Capital (2008–2017) .

Past Roles

External Roles

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; designated as Independent Board Members .
• Tenure/Class: Class II Board Member with term expiring at the 2026 annual shareholder meeting; continuing Board Member for Virginia Municipal (NPV) .
• Committee Memberships:
  • Executive Committee: Member (Young, Chair; Kenny; Nelson; Toth) .
  • Compliance, Risk Management and Regulatory Oversight Committee: Member (Wolff, Chair; Forrester†; Kenny; Medero; Moschner; Toth) .
  • Nominating & Governance Committee: Member (Young, Chair; Boateng†; Forrester†; Kenny; Lancellotta; Medero; Moschner; Nelson; Starr†; Thornton; Toth; Wolff) .
  • Investment Committee: Member (Boateng† & Lancellotta, Co-Chairs; Forrester†; Kenny; Medero; Moschner; Nelson; Starr†; Thornton; Toth; Wolff; Young) .
  • Not listed as a member of the Audit Committee or Closed-End Fund Committee .
  • † Membership varies for certain funds as noted in proxy disclosures .
• Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year .
• NPV Meeting Cadence (last fiscal year): Regular Board 5; Special Board 8; Executive Committee 8; Dividend Committee 10; Compliance 6; Audit 15; Nominating 5; Investment 4; Closed-End Fund 4 .
• Independent Chair: Robert L. Young serves as the Nuveen Funds’ Independent Chair .

Fixed Compensation

• Structure (Independent Board Members):
  • Annual retainer: $350,000 effective Jan 1, 2024 .
  • Committee membership retainers: Audit & Compliance $30,000 → $35,000 effective Jan 1, 2025; Investment $20,000 → $30,000; Dividend, Nominating & Governance, Closed-End Funds $20,000 → $25,000 effective Jan 1, 2025 .
  • Chair fees: Board Chair $140,000 → $150,000 effective Jan 1, 2025; Audit/Compliance Chair $30,000 → $35,000; Investment Chair $20,000 → $30,000; Dividend/Nominating/Closed-End Chair $20,000 → $25,000 effective Jan 1, 2025 .
  • Ad hoc meetings: $1,000 or $2,500 per meeting depending on length/immediacy .
  • Special assignment committees: Chair/co-chair paid quarterly starting $1,250; members quarterly starting $5,000 .
  • Allocation: Fees and expenses allocated among funds in the complex; certain fees allocated only to funds discussed at a given meeting .

• Aggregate Compensation Received (last fiscal year):
  • NPV-specific (Virginia Municipal): $1,407 .
  • Total across Nuveen Fund Complex: $575,750 .

• Deferred Compensation Plan: Independent Board Members may elect to defer all/portion of fees into notional accounts tracking eligible Nuveen fund shares; distributions can be lump sum or over 2–20 years; no pension; no retirement plans .

Performance Compensation

• Not applicable: The proxy discloses fixed cash retainers, committee fees, and meeting fees. No equity grants (RSUs/PSUs), options, or performance-linked metrics are disclosed for Independent Board Members; no retirement/pension programs; compensation may be deferred via the Deferred Compensation Plan but is not performance-conditioned .

Other Directorships & Interlocks

• Current public company directorships: None disclosed in the last five years for Toth .

Expertise & Qualifications

• Senior leadership in asset management and securities lending (CEO/President Northern Trust Global Investments; EVP Quant Management & Securities Lending) .
• Board governance experience across financial services and operating companies; extensive committee participation within Nuveen Funds .
• Education: B.S. (University of Illinois), MBA (NYU), CEO Perspectives Program (Northwestern University, 2005) .

Equity Ownership

• Beneficial Ownership (as of Dec 31, 2024) for Toth:
  • Dollar Range by Fund: $0 in NPV; $10,001–$50,000 in Floating Rate Income; $50,001–$100,000 in Municipal Credit Opportunities; $0 across other listed funds .
  • Shares Owned by Fund: 0 in NPV; 3,720 in Floating Rate Income; 7,925 in Municipal Credit Opportunities; 0 elsewhere in the table .
  • Aggregate range across family of investment companies: Over $100,000 .

• Pledging/Hedging: No disclosures indicating shares pledged or hedging activity for Toth .

Governance Assessment

• Strengths

  • Independent director with long tenure (since 2008) and deep investment management experience; multi-committee engagement (Executive, Compliance, Nominating & Governance, Investment) enhances board effectiveness .
  • Attendance: Met or exceeded 75% threshold for Board and committee meetings; NPV board maintained robust meeting cadence (5 regular, 8 special; 15 Audit), indicating active oversight .
  • No disclosed related-party transactions or affiliate-advised private holdings for Toth (contrast with separate disclosure involving another trustee), reducing conflict risk .

• Alignment and Pay

  • Fixed-fee structure with sizable base retainer and committee retainers; no performance-based equity or options; deferred compensation available to track fund returns .
  • RED FLAG: No direct ownership in NPV (0 shares; $0 dollar range), which may be perceived as weaker fund-specific alignment despite holdings in other Nuveen funds .

• Independence and Chairs

  • Independent under the 1940 Act and exchange standards; not a committee chair, which limits unilateral agenda-setting power but aligns with a non-executive oversight role .

• Voting and Tenure

  • Class II term through the 2026 annual meeting; Board recommends voting FOR nominees; Independent Chair provides governance continuity .

Overall, the profile indicates seasoned oversight and independence, with broad committee participation and satisfactory attendance. The principal investor-confidence consideration is NPV-specific ownership (none disclosed), offset by broader Nuveen fund holdings and the availability of deferred compensation elections for directors .