Terence J. Toth
About Terence J. Toth
Independent Board Member of Nuveen Municipal Value Fund (NUV) since 2008; born 1959. Former CEO/President of Northern Trust Global Investments and executive in quantitative management and securities lending with deep institutional investment, risk, and governance experience; co-founded Promus Capital. Education: B.S. (University of Illinois), MBA (New York University), and Northwestern University’s CEO Perspectives Program (2005). Oversees 217 portfolios across the Nuveen fund complex; currently a Class I/II director with a term running to the 2026 annual meeting and is designated an Independent Board Member under the 1940 Act and exchange standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | Chief Executive Officer & President | 2004–2007 | Led global asset management platform |
| Northern Trust (Quantitative Mgmt & Securities Lending) | EVP, Quantitative Mgmt & Securities Lending | 2000–2004 | Oversight of quantitative investing and securities lending businesses |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Built and led global securities lending franchise |
| Northern Trust | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Managed trading and collateral investment for lending activities |
| Promus Capital | Co‑Founding Partner | 2008–2017 | Co‑founded investment advisory firm |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Board service at institutional manager |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing board oversight |
| Fulcrum IT Service LLC | Director | 2010–2019 | Federal IT services board oversight |
| LogicMark LLC | Director | 2012–2016 | Health services board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalyst Schools of Chicago | Board Member | Since 2008 | Governance/education nonprofit board |
| Kehrein Center for the Arts | Chair & Director | 2021–2024 | Board leadership at philanthropy |
| Mather Foundation | Board Member; Chair, Investment Committee | Since 2012; Chair 2017–2022 | Investment oversight for foundation endowment |
| Northern Trust Mutual Funds | Former Director | n/a | Fund governance experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Not an “interested person”; never employed by TIAA/Nuveen or affiliates; deemed an Independent Board Member |
| Years of service (NUV) | Since 2008 |
| Term/class | Class I/II; term runs to 2026 annual meeting |
| Portfolios overseen | 217 |
| Committee memberships | Executive Committee; Nominating & Governance; Investment; Compliance, Risk Management & Regulatory Oversight |
| Committee chair roles | None (current chairs: Audit—Nelson; Compliance—Wolff; Investment—Boateng & Lancellotta (Co‑Chairs); Dividend—Thornton; Closed‑End—Moschner; Board Chair—Young) |
| Attendance | Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year |
NUV Meeting Load (last fiscal year)
| Meeting Type | Count |
|---|---|
| Regular Board | 4 |
| Special Board | 8 |
| Executive Committee | 4 |
| Dividend Committee | 10 |
| Compliance, Risk & Regulatory | 6 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Base annual retainer (Independent Board Members) | $350,000 effective Jan 1, 2025 |
| Committee retainers (member) | Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End $25,000 |
| Chair retainers | Board Chair $150,000; Audit Chair $35,000; Compliance Chair $35,000; Investment Chair/Co‑Chair $30,000; Dividend Chair $25,000; Nominating & Governance Chair $25,000; Closed‑End Chair $25,000 |
| Ad hoc meeting fees | $1,000 or $2,500 depending on length/immediacy |
| Special assignment committees | Chair/Co‑Chair: quarterly fee starting at $1,250; Members: quarterly fee starting at $5,000 |
| Prior structure (2023) | $210,000 base + per‑meeting fees by committee; additional $140,000 for Board Chair; $20,000 for committee chairs |
| NUV (Municipal Value) – aggregate paid to Toth (FY ended Oct 31, 2024) | $6,579 |
| Total compensation from Nuveen Funds (all funds) – Toth | $535,644 |
| Retirement/pension | None for directors |
| Deferred compensation plan | Available; amounts tracked to selected Nuveen funds; lump sum or 2–20 year distributions; fund is not liable for other funds’ obligations |
Performance Compensation
| Element | Status/Details |
|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed for Independent Board Members (compensation structured as cash retainers/fees and optional deferral) |
| Option awards | Not disclosed for Independent Board Members |
| Performance metrics (revenue/EBITDA/TSR/ESG) | None disclosed for Independent Board Members |
| Clawback provisions | Not disclosed for director pay |
| Deferred compensation – selected balances payable to Toth (by fund/period) | AMT‑Free Quality FY: $7,091; Quality Income FY: $5,666; Credit Income FY: $4,619; AMT‑Free Credit Income FY: $0; New York AMT‑Free FY: $3,185; “Stub” period amounts also disclosed for certain NY funds |
Implication: Director pay is primarily fixed retainer plus committee/meeting fees; no performance-based equity. Optional deferral creates alignment via fund-linked accounts rather than grants .
Other Directorships & Interlocks
| Company/Organization | Role | Public/Private/Nonprofit | Tenure |
|---|---|---|---|
| Legal & General Investment Management America, Inc. | Director | Private (institutional asset manager) | 2008–2013 |
| Quality Control Corporation | Director | Private (manufacturing) | 2012–2021 |
| Fulcrum IT Service LLC | Director | Private (government IT) | 2010–2019 |
| LogicMark LLC | Director | Private/health services | 2012–2016 |
| Catalyst Schools of Chicago | Director | Nonprofit | Since 2008 |
| Kehrein Center for the Arts | Chair & Director | Nonprofit | 2021–2024 |
| Mather Foundation | Director; Chair, Investment Committee (2017–2022) | Nonprofit | Since 2012 |
No current public-company board seats for Toth disclosed in the last five years; interlocks with competitors/suppliers/customers not indicated .
Expertise & Qualifications
- Senior leadership in asset management (CEO/President of Northern Trust Global Investments) and quantitative/risk domains; extensive securities lending expertise .
- Governance roles across multiple boards, including chairmanship experience and investment committee leadership .
- Education: B.S. (University of Illinois), MBA (NYU), CEO Perspectives Program (Northwestern, 2005) .
Equity Ownership
| Fund | Shares Owned | Dollar Range (Fund) | Aggregate Range Across All Funds |
|---|---|---|---|
| NUV – Municipal Value | 0 | $0 | |
| Quality Income (NAD) | 1,310 | $10,000–$50,000 | |
| All registered investment companies overseen | — | — | Over $100,000 |
- Ownership guideline: Each Board Member is expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in the funds in the Fund Complex; individual and aggregate director holdings are disclosed by ranges, and each director’s holdings are <1% of any fund’s outstanding shares as of June 20, 2025. Based on range disclosure (Over $100,000), compliance for any individual director cannot be conclusively verified from public ranges alone .
Governance Assessment
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Strengths
- Seasoned independent director with 17+ years of service and deep asset management, risk, and securities lending experience; active on key oversight committees (Executive; Compliance/Risk; Investment; Nominating & Governance) .
- Board independence structure is robust; he is explicitly independent under the 1940 Act and exchange standards .
- Attendance threshold met (≥75% of Board/committee meetings) amidst a heavy meeting cadence, indicating baseline engagement .
-
Alignment and Compensation
- Director pay is fixed retainer plus committee/meeting fees; no equity/options or performance metrics—typical for registered fund boards; deferred compensation available and used by Toth across multiple funds, creating fund-linked exposure without new grants .
- Aggregate beneficial ownership range “Over $100,000” and 1,310 shares in Quality Income; however, NUV-specific holding is zero, which may be viewed as weaker fund-specific alignment even if aggregate alignment exists via the complex and deferral .
-
Conflicts and Red Flags
- Related‑party transactions: The proxy specifically lists affiliate‑advised private company holdings for a different director (Kenny) and does not list any such holdings for Toth—no related‑party exposure disclosed for Toth in that table .
- No SEC/legal proceedings, hedging/pledging, tax gross‑ups, option repricing, or say‑on‑pay issues disclosed for Toth (say‑on‑pay is not applicable to closed‑end funds) .
-
RED FLAGS to Monitor
- $0 position in NUV while serving on its board may be seen as a fund‑specific alignment gap, notwithstanding complex‑wide exposure via deferred compensation and other fund holdings .
- Ownership guideline disclosure is range‑based; inability to verify whether aggregate holdings meet the “one year of compensation” expectation given $350,000+ base retainer—monitor future disclosures for clear compliance signals .
Overall: Toth brings substantive investment and risk oversight expertise and serves across key committees with satisfactory attendance. Compensation is conventional for fund boards, with optional deferral providing alignment; however, the absence of a NUV position and range‑based ownership disclosure temper fund‑specific alignment signals and merit continued monitoring .