Terence J. Toth
About Terence J. Toth
Independent Board Member of Nuveen New York AMT‑Free Quality Municipal Income Fund (NRK); joined the Board in 2008. Year of birth 1959. Former Co‑Founding Partner of Promus Capital (2008–2017) and former CEO/President of Northern Trust Global Investments with prior senior roles at Northern Trust and Bankers Trust, indicating deep investment management and securities lending expertise. Education: B.S. University of Illinois; MBA New York University; CEO Perspectives Program, Northwestern University (2005). Oversees 217 portfolios across the Nuveen/TIAA fund complex; current term designated to the 2026 annual meeting (Class I or II) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Promus Capital | Co‑Founding Partner | 2008–2017 | Co‑founded investment advisory firm |
| Northern Trust Global Investments | Chief Executive Officer and President | 2004–2007 | Led asset management platform |
| Northern Trust | EVP, Quantitative Mgmt & Securities Lending; Head of Government Trading & Cash Collateral Investment | 2000–2004; 1982–1986 | Oversaw securities lending and investment operations |
| Bankers Trust | Managing Director, Head of Global Securities Lending | 1986–1994 | Ran global securities lending business |
| Northern Trust Mutual Funds | Director (former) | n/a | Board service for registered funds |
| Legal & General Investment Management America, Inc. | Director (former) | 2008–2013 | Board role at asset manager |
| Quality Control Corporation | Director (former) | 2012–2021 | Governance oversight in manufacturing |
| Fulcrum IT Service LLC | Director (former) | 2010–2019 | Governance oversight in gov’t IT services |
| LogicMark LLC | Director (former) | 2012–2016 | Governance oversight in health services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mather Foundation | Board Member; Investment Committee Chair (former) | Since 2012; Chair 2017–2022 | Chaired investment oversight |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Philanthropic governance |
| Kehrein Center for the Arts | Chair and Board Member (former) | 2021–2024 | Board leadership |
Board Governance
- Independence: All 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 .
- Committee memberships (current):
- Executive Committee – Member (Chair: Robert L. Young)
- Compliance, Risk Management and Regulatory Oversight Committee – Member (Chair: Margaret L. Wolff)
- Nominating and Governance Committee – Member (Chair: Robert L. Young)
- Investment Committee – Member (Co‑Chairs: Joseph A. Boateng and Amy B. R. Lancellotta)
- Not on Audit Committee (current members listed; Toth not included)
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Term/Class: Designated as a Class I or II Board Member through the 2026 annual meeting (designation varies by fund within the complex) .
- Board leadership: Independent Chair of the Board is Robert L. Young; unitary board structure across the Fund Complex .
Fixed Compensation
Director pay is cash‑based retainers and committee retainers, with optional deferral; no equity grants are described.
| Policy Period | Annual Board Retainer | Committee Membership Retainers | Committee Chair/Board Chair Retainers | Ad Hoc/Meeting Fees | Notes |
|---|---|---|---|---|---|
| Calendar 2023 (through 12/31/2023) | $210,000 | Per‑meeting fees: Audit/Closed‑End/Investment $2,500; Compliance $5,000; Dividend $1,250; other committees $500 | Board Chair +$140,000; Committee Chairs +$20,000 | Regular Board day $7,250; Special Board mtg $4,000; Site visits $5,000/day; pricing committee $100 | Fees allocated across funds by relative net assets |
| Calendar 2024 (1/1/2024–12/31/2024) | $350,000 | Audit +$30,000; Compliance +$30,000; Investment +$20,000; Dividend +$20,000; Nominating +$20,000; Closed‑End +$20,000 | Board Chair +$140,000; Audit/Compliance Chair +$30,000; Investment Chair +$20,000; Dividend/Nominating/Closed‑End Chair +$20,000 | Ad hoc Board/Committee $1,000 or $2,500 depending on length/immediacy; Special assignment committees: Chair quarterly from $1,250; members quarterly from $5,000 | Retainers allocated equitably across Fund Complex |
| Effective 1/1/2025 | $350,000 | Audit +$35,000; Compliance +$35,000; Investment +$30,000; Dividend +$25,000; Nominating +$25,000; Closed‑End +$25,000 | Board Chair +$150,000; Audit/Compliance Chair +$35,000; Investment Chair +$30,000; Dividend/Nominating/Closed‑End Chair +$25,000 | Ad hoc Board/Committee $1,000 or $2,500; Special assignment committees similar structure | Deferred Compensation Plan available; no retirement/pension plans for directors |
NRK‑specific amounts paid to Toth (illustrative — this is the portion attributable to this Fund only):
| Period | NRK (“New York AMT‑Free”) Amount Paid to Toth |
|---|---|
| Fiscal Year ended Oct 31, 2024 | $7,298 |
| Stub Period (post‑board consolidation alignment) | $2,977 |
Performance Compensation
| Performance Metric | Weight/Target | Definition/Measurement | Period | Outcome/Payout Linkage |
|---|---|---|---|---|
| Not disclosed for Independent Board Members | n/a | Director compensation consists of fixed cash retainers and committee retainers (with deferred compensation option); no TSR/EBITDA/ESG metrics outlined for directors | n/a | n/a |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the proxy’s “Other Directorships” for Toth over the past five years (entries reflect philanthropic/education boards) |
| Prior boards (notable) | Director, Northern Trust Mutual Funds (date not specified); Director, Legal & General Investment Management America, Inc. (2008–2013) |
| Holdings in companies advised by affiliates | Table in proxy lists such holdings for certain directors (e.g., Kenny); no such entries for Toth are shown in that table excerpt |
Expertise & Qualifications
- Investment management leadership: Former CEO/President, Northern Trust Global Investments; senior roles overseeing quantitative management and securities lending; prior head of global securities lending at Bankers Trust .
- Governance in financial services: Prior board service at Northern Trust Mutual Funds and LGIM America .
- Community/Endowment oversight: Investment committee chair experience at Mather Foundation .
- Education: BS (University of Illinois); MBA (NYU); Northwestern CEO Perspectives Program (2005) .
Equity Ownership
Board policy expects each Board Member to invest at least the equivalent of one year of compensation in Nuveen/TIAA funds (directly or via deferral). Individual fund holdings by each Board Member are under 1% of shares outstanding .
| Security | Beneficial Ownership (Shares) | Dollar Range (if provided) | Notes |
|---|---|---|---|
| NRK (New York AMT‑Free) | 0 | n/a | As of May 31, 2025 |
| Quality Income (NAD) | 1,310 | $10,000–$50,000 | As of May 31, 2025 |
| Aggregate across Fund Complex | n/a | Over $100,000 | Dollar range in all registered funds overseen |
| Ownership as % of outstanding | <1% | n/a | Each Board Member in each Fund; group also <1% |
- Deferred compensation: Directors may defer fees into accounts notionally invested in eligible Nuveen funds; distributions can be lump sum or 2–20 years; no fund is liable for another fund’s obligations under the plan .
Governance Assessment
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Strengths:
- Independent status with no employment ties to TIAA/Nuveen; serves across key oversight committees (Compliance; Nominating & Governance; Investment; Executive) supporting risk, compliance, nominations, and performance oversight .
- Attendance threshold met (≥75% at Board/committee meetings) supporting engagement .
- Deep asset management and securities lending background complements fund oversight needs .
-
Watch items / potential red flags:
- Direct ownership alignment with NRK is low (0 shares), though policy emphasizes investment across the fund complex and Toth reports an aggregate dollar range “Over $100,000” across Nuveen funds; disclosure does not confirm whether the one‑year‑compensation guideline is fully met given the $350,000 board retainer .
- Compensation structure shifted materially from 2023 per‑meeting model to a higher fixed retainer in 2024 and increased committee retainers in 2025, which may be perceived as pay inflation absent clear performance linkages; no performance metrics apply to director pay .
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Conflicts/related party:
- Proxy’s related‑holdings table highlights affiliate‑advised company holdings for another director (Kenny); no such entries for Toth are shown in the excerpt reviewed. No loans or related‑party transactions involving Toth are disclosed in the proxy sections reviewed .
-
Compliance:
- Section 16(a) filings: The funds report compliance with applicable Section 16(a) filing requirements by Board Members and officers in the last fiscal year .