Terence J. Toth
About Terence J. Toth
Independent Board Member of the Nuveen Funds complex (joined 2008; Class II term expiring at the 2026 annual meeting). Former Co‑Founding Partner at Promus Capital and ex‑CEO/President of Northern Trust Global Investments; earlier leadership roles at Bankers Trust and Northern Trust in securities lending and trading. Education: B.S., University of Illinois; MBA, New York University; completed CEO Perspectives Program at Northwestern University (2005). Born in 1959; current biography in proxy confirms tenure and credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Promus Capital (investment advisory) | Co‑Founding Partner | 2008–2017 | Co‑founded, investment leadership |
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led global investments; previously EVP, Quantitative Mgmt & Securities Lending (2000–2004) |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Led global securities lending; prior at Northern Trust: Head of Government Trading & Cash Collateral Investment (1982–1986) |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Asset management oversight |
| Fulcrum IT Service LLC | Director | 2010–2019 | Gov’t IT services oversight |
| LogicMark LLC | Director | 2012–2016 | Health services oversight |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catalyst Schools of Chicago | Board Member | Since 2008 | Philanthropy |
| Mather Foundation | Board Member; Chair, Investment Committee | Since 2012; Chair 2017–2022 | Philanthropy; investment oversight |
| Kehrein Center for the Arts | Chair & Board Member | 2021–2024 | Philanthropy |
Board Governance
- Independence: All current and continuing Board Members, including Toth, are not “interested persons” under the 1940 Act and meet NYSE/NASDAQ independence standards; no employment or director roles with TIAA/Nuveen or affiliates .
- Committee assignments: Member, Nominating & Governance Committee (Chair: Robert L. Young) ; Member, Investment Committee (Co‑Chairs: Joseph A. Boateng and Amy B.R. Lancellotta) . Not listed on Closed‑End Fund Committee (members: Moschner—Chair, Kenny, Nelson, Starr, Thornton, Wolff, Young) .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Board leadership: Designated Co‑Chair of the Board since 2024 per prior proxy; the fee schedule references Chair/Co‑Chair roles in 2025 .
- Term/class: Designated Class II Board Member; term expiring at the 2026 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2025 |
| Committee retainer – Audit | $35,000 | Per membership |
| Committee retainer – Compliance, Risk Mgmt & Regulatory Oversight | $35,000 | Per membership |
| Committee retainer – Investment | $30,000 | Per membership |
| Committee retainer – Dividend | $25,000 | Per membership |
| Committee retainer – Nominating & Governance | $25,000 | Per membership |
| Committee retainer – Closed‑End Funds | $25,000 | Per membership |
| Chair fee – Board Chair | $150,000 | Chair and/or Co‑Chair |
| Chair fee – Audit; Compliance, Risk Mgmt & Regulatory Oversight | $35,000 | Per chair |
| Chair/Co‑Chair fee – Investment Committee | $30,000 | |
| Chair fee – Dividend; Nominating & Governance; Closed‑End Funds | $25,000 | Per chair |
| Ad hoc Board/Committee meeting fee | $1,000 or $2,500 | Based on length/immediacy |
| Special assignment committees (quarterly) | Chair: from $1,250; Members: from $5,000 |
| Aggregate Compensation from Nuveen Funds Paid to Toth | Amount |
|---|---|
| Total (latest proxy aggregation) | $575,750 |
Historical structure shift:
- 2023: $210,000 retainer plus per‑meeting fees (e.g., $7,250 regularly scheduled Board meetings; $4,000 special Board; Audit/Investment/Closed‑End $2,500; Compliance $5,000; Dividend $1,250; various chair retainers $20,000; site visit fees $5,000/day) .
- 2024 (pre‑Jan 1, 2025): $350,000 retainer with lower committee retainer levels (Audit/Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed‑End $20,000) and Chair/Co‑Chair retainers at $140,000 (Board) and $30,000/$20,000 for committees .
Performance Compensation
| Performance Metric | Used in Compensation? | Target/Trigger | Evidence |
|---|---|---|---|
| Revenue/EBITDA/TSR/ESG metrics | No | N/A | Compensation framework is cash retainers/fees; no performance‑based or equity awards disclosed |
| Equity grants (RSUs/PSUs/options) | No | N/A | No equity plans for Board Members disclosed |
| Deferred compensation plan | Elective deferral of fees; book‑entry referenced to Nuveen funds | Lump sum or 2–20 years distribution | Participating Funds Deferred Compensation Plan mechanics |
Other Directorships & Interlocks
| Company/Institution | Role | Period | Public Company? |
|---|---|---|---|
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Private US subsidiary of LGIM; not disclosed as public directorship in proxy |
| Quality Control Corporation | Director | 2012–2021 | Not disclosed as public |
| Fulcrum IT Service LLC | Director | 2010–2019 | Not disclosed as public |
| LogicMark LLC | Director | 2012–2016 | Not disclosed as public |
| Catalyst Schools, Mather Foundation, Kehrein Center | Board roles | Various | Non‑profit |
No current public company board roles are disclosed for the past five years in the proxy biography .
Expertise & Qualifications
- Deep asset‑management and securities‑lending expertise from Northern Trust and Bankers Trust leadership roles .
- Governance experience across multiple boards and philanthropic organizations; investment committee leadership at Mather Foundation .
- Education: B.S. (University of Illinois), MBA (NYU), CEO Perspectives program (Northwestern, 2005) .
Equity Ownership
| Fund | Dollar Range Beneficially Owned (as of May 31, 2025) |
|---|---|
| AMT‑Free Credit Income | $0 |
| AMT‑Free Value | $0 |
| AMT‑Free Quality | $0 |
| Dynamic Municipal | $0 |
| Credit Income | $0 |
| Municipal High Income | $0 |
| Municipal Income | $0 |
| Municipal Value | $0 |
| New York AMT‑Free | $0 |
| New York Value | $0 |
Deferred compensation balances (illustrative where non‑zero):
| Fund | Period | Toth Deferred Fees Payable |
|---|---|---|
| AMT‑Free Quality | Fiscal Year | $7,091 |
| Quality Income | Fiscal Year | $5,666 |
| New York AMT‑Free | “Stub” Period | $775 |
| New York Quality Income | “Stub” Period | $272 |
| New York Value | Fiscal Year | $316 |
Governance Assessment
- Strengths: Independent status (no TIAA/Nuveen affiliation) ; long tenure since 2008 offering continuity ; strong asset‑management background and prior CEO experience supporting oversight of investment strategy and risk ; active membership on key governance and investment committees ; attendance meets policy thresholds (≥75%) .
- Alignment concerns: No fund share ownership disclosed across listed funds, which may reduce “skin‑in‑the‑game” alignment for some investors . Compensation structure is heavily fixed retainer‑based with increased guaranteed components over time (shift from per‑meeting fees in 2023 to higher annual retainers in 2024–2025) .
- Committee leadership: Co‑Chair of the Board since 2024 per prior proxy, indicating meaningful influence on board agenda and operations ; however, he is not a chair of the Closed‑End Fund Committee or Nominating/Governance/Investment committees (those roles held by other members) .
- Conflicts/related parties: No related‑party transactions disclosed; biography lists prior roles at other firms with tenures ending years ago (e.g., LGIM America 2013), supporting independence .
- RED FLAGS: Zero beneficial ownership across funds ; no performance‑linked pay elements . These may be typical for fund boards but can be viewed as weaker alignment signals.