Terence J. Toth
About Terence J. Toth
Independent Board Member of the Nuveen closed-end funds complex (including NVG) since 2008, with a background spanning executive leadership in asset management, securities lending, and investment risk oversight. Year of birth: 1959; education includes a B.S. (University of Illinois), MBA (New York University), and the CEO Perspectives Program (Northwestern University, 2005) . Current committee assignments include the Executive Committee (member), Compliance, Risk Management and Regulatory Oversight Committee (member), Nominating & Governance Committee (member), and Investment Committee (member); he is designated a Class II Board Member with a term expiring at the 2026 annual meeting . The Board is structured as a unitary independent board; the Chair is an Independent Board Member (Robert L. Young) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Promus Capital | Co-Founding Partner | 2008–2017 | Co-founded investment advisory firm |
| Quality Control Corporation | Director | 2012–2021 | Governance oversight |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Oversight of U.S. investment manager |
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led NTGI; prior EVP, Quantitative Mgmt & Securities Lending (2000–2004) |
| Bankers Trust | Managing Director & Head, Global Securities Lending | 1986–1994 | Led global securities lending |
| Northern Trust | Head, Government Trading & Cash Collateral Investment | 1982–1986 | Trading and collateral investment leadership |
| Northern Trust Mutual Funds | Director | n/a | Fund board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kehrein Center for the Arts | Chair & Board Member | 2021–2024 | Board leadership at non-profit arts center |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Long-standing education non-profit governance |
| Mather Foundation | Board Member; Chair, Investment Committee | Since 2012; Chair 2017–2022 | Oversight of endowment investments |
Board Governance
| Item | Detail |
|---|---|
| Independence | Serves as an Independent Board Member; committees noted below are composed entirely of Independent Board Members under NYSE/NASDAQ standards . |
| Committee Assignments | Executive Committee (member); Compliance, Risk Management & Regulatory Oversight Committee (member); Nominating & Governance Committee (member); Investment Committee (member). No chair roles disclosed for Toth . |
| Board Class/Term | Class II; term to 2026 annual meeting (continuing Board Member) . |
| Attendance | Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year . |
| Meeting Load (NVG peer group) | For AMT‑Free Quality: Regular Board 4; Special Board 8; Executive Committee 4; Dividend 10; Compliance 6; Audit 14; Nominating & Governance 5; Investment 4; Closed‑End Fund Committee 4 (FY ended Oct 31, 2024) . |
| Board Structure | Unitary board across Nuveen funds; independent Chair (Robert L. Young) . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (effective Jan 1, 2025) | $350,000 | Paid to each Independent Board Member . |
| Committee Membership Retainers | Audit: $35,000; Compliance: $35,000; Investment: $30,000; Dividend: $25,000; Nominating & Governance: $25,000; Closed‑End Funds: $25,000 | Per-committee annual retainers . |
| Committee Chair Adders | Audit/Compliance Chair: $35,000; Investment Chair/Co‑Chair: $30,000; Dividend/Nominating & Governance/Closed‑End Chair: $25,000; Board Chair: $150,000 | Applies if serving as Chair. Toth is not disclosed as a committee chair . |
| Ad hoc/Special Assignments | $1,000–$2,500 per ad hoc meeting; special assignment committee fees: Chair/Co‑Chair quarterly from $1,250; members quarterly from $5,000 | As applicable . |
| Aggregate Compensation (Fund Complex) | $535,644 | Total compensation paid to Terence J. Toth from Nuveen funds (most recent reported periods per table) . |
| Prior Structure (context) | 2024: $350k retainer; Audit/Compliance $30k; Investment $20k; Dividend/N&G/Closed‑End $20k; 2023 used per‑meeting fees with $210k base retainer and chair adders . |
Performance Compensation
- Independent Board Members do not receive performance-based compensation or equity awards tied to TSR/EBITDA; compensation is retainer and role-based, with optional deferred compensation elections under the Deferred Compensation Plan .
- The Deferred Compensation Plan credits deferrals to notional investments in eligible Nuveen funds; distributions occur per elected schedule (lump sum or 2–20 years) .
Other Directorships & Interlocks
| Company/Institution | Role | Public/Private | Notes |
|---|---|---|---|
| Legal & General Investment Management America, Inc. | Director (former) | Private (U.S. asset manager) | 2008–2013 . |
| Northern Trust Mutual Funds | Director (former) | Registered funds | Dates not specified . |
| Quality Control Corporation | Director (former) | Private/manufacturing | 2012–2021 . |
| LogicMark LLC | Director (former) | Private/health services | 2012–2016 . |
| Fulcrum IT Service LLC | Director (former) | Private/gov’t IT | 2010–2019 . |
No current public company directorships disclosed for Toth in the proxy .
Expertise & Qualifications
- Senior asset management leadership (CEO & President, Northern Trust Global Investments; EVP Quantitative Management & Securities Lending) .
- Deep securities lending and trading expertise (Bankers Trust; Northern Trust) .
- Governance experience across investment funds and private-company boards; Nominating & Governance and Compliance committee service across Nuveen funds .
- Education: B.S. (University of Illinois), MBA (NYU), CEO Perspectives Program (Northwestern, 2005) .
Equity Ownership
| Fund/Category | Shares Beneficially Owned | Dollar Range | Notes |
|---|---|---|---|
| NVG (AMT‑Free Quality) | 0 | $0 | As of May 31, 2025 . |
| Nuveen Quality Income (NAD) | 1,310 | $10,000–$50,000 | As of May 31, 2025 . |
| Aggregate across all Nuveen funds overseen | n/a | Over $100,000 | Dollar range across the fund complex . |
Additional context:
- The board’s governance principle expects each Board Member to invest, directly or on a deferred basis, at least one year of compensation in the Fund Complex; beneficial holdings and share equivalents may include Deferred Compensation Plan elections .
Governance Assessment
- Strengths: Long tenure (since 2008) with continuity through market cycles; multiple risk and governance committee assignments (Executive; Compliance; Nominating & Governance; Investment) enhancing oversight influence; attendance at or above the 75% threshold for Board/committee meetings; independence confirmed through committee compositions and board structure .
- Alignment: No direct ownership in NVG disclosed; however, holds equity in another Nuveen fund (Quality Income) and aggregate Nuveen complex holdings “Over $100,000”; alignment also achievable via deferred compensation plan elections .
- Conflicts/Related‑party exposure: The proxy discloses board member holdings in entities under common control with the adviser; the cited table lists another director (Kenny) but does not list Toth, indicating no such holdings disclosed for Toth in that table .
- Risk indicators: No director‑specific legal proceedings or pledging disclosed; not designated as an Audit Committee Financial Expert (others are designated) .
- Term/Continuity: Class II term runs to the 2026 annual meeting; ensures continuity on key governance and compliance committees through near‑term periods .
Overall implication for investor confidence: Toth brings deep investment management and securities lending expertise and serves in multiple governance/risk committees, supporting board effectiveness. The absence of NVG-specific share ownership may be viewed as a modest alignment gap at the fund level, partly offset by aggregate Nuveen fund holdings and the board’s deferred compensation/ownership expectations framework .