Terence J. Toth
About Terence J. Toth
Independent director of the Nuveen fund complex since 2008, born 1959, with a career spanning asset management leadership, securities lending, and board governance. He previously served as Independent Chair of the Board (2023) and Independent Co‑Chair for six months ending June 30, 2024, and currently serves as a Board Member with roles on key committees; educational credentials include a BS (University of Illinois), MBA (NYU), and Northwestern’s CEO Perspectives Program (2005) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Global Investments | CEO & President; EVP, Quantitative Mgmt & Securities Lending | CEO 2004–2007; EVP 2000–2004 | Led global asset management and securities lending functions, prior NT roles since 1994 |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Built and led global securities lending platform |
| Northern Trust | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Fixed income trading and collateral investment leadership |
| Legal & General Investment Management America | Director | 2008–2013 | Board oversight at institutional asset manager |
| Fulcrum IT Service LLC | Director | 2010–2019 | Governance at gov’t IT services firm |
| LogicMark LLC | Director | 2012–2016 | Governance at health services technology firm |
| Quality Control Corporation | Director | 2012–2021 | Governance at manufacturing company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalyst Schools of Chicago | Director | Since 2008 | Philanthropic board service |
| Mather Foundation | Board Member; Chair, Investment Committee | Board since 2012; Chair 2017–2022 | Oversight of endowment investments |
| Kehrein Center for the Arts | Chair & Director (former) | 2021–2024 | Non-profit governance leadership |
Board Governance
- Independence: Serves as an independent Board Member; served as Independent Chair (2023) and Independent Co‑Chair for six months ending June 30, 2024 .
- Current committee assignments (latest proxy): Member, Nominating & Governance Committee (entirely independent); Member, Investment Committee (independent-only) .
- Prior committee leadership: Chair, Nominating & Governance Committee (2023); Chair, Executive Committee (2023) .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year reported (fund-level Appendix C referenced) .
Fixed Compensation
Compensation is paid for service to the Fund Complex and allocated among funds; structure shifted from meeting-fee heavy (pre‑2024) to larger fixed annual retainers (2024 onward).
| Component | 2023 Structure (effective Jan 1, 2023) | 2024 Structure (effective Jan 1, 2024) | 2025 Structure (effective Jan 1, 2025) |
|---|---|---|---|
| Annual retainer (Independent Board Member) | $210,000 | $350,000 | $350,000 |
| Audit Committee member | $2,500/meeting (where applicable) | $30,000 annual retainer | $35,000 annual retainer |
| Compliance, Risk Mgmt & Regulatory Oversight (CRRO) member | $5,000/meeting (where applicable) | $30,000 annual retainer | $35,000 annual retainer |
| Investment Committee member | $2,500/meeting | $20,000 annual retainer | $30,000 annual retainer |
| Dividend Committee member | $1,250/meeting | $20,000 annual retainer | $25,000 annual retainer |
| Nominating & Governance member | $500/meeting (typical other committees) | $20,000 annual retainer | $25,000 annual retainer |
| Closed-End Funds Committee member | $2,500/meeting | $20,000 annual retainer | $25,000 annual retainer |
| Board Chair/Co‑Chair | $140,000 | $140,000 | $150,000 |
| Committee Chair (Audit, CRRO) | $20,000 | $30,000 | $35,000 |
| Committee Chair (Dividend, N&G, Closed-End, Investment) | $20,000 | $20,000 | $25,000 (Div., N&G, Closed-End); $30,000 (Investment Chair/Co‑Chair) |
| Ad hoc meeting fees | Typically $500–$1,000 per meeting | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting |
| Special assignment committees | Typically $1,000 (in‑person) / $500 (remote) | Chair $1,250/quarter; members $5,000/quarter | Chair/Co‑Chair from $1,250/quarter; members from $5,000/quarter |
| Deferred compensation plan | Available (invests deferrals notionally into eligible Nuveen funds) | Available | Available |
Aggregate compensation received from Nuveen funds:
- “Total Compensation from Nuveen Funds Paid to Board Members/Nominees”: Toth $526,950 (latest figure presented in 2023 proxy for prior year) ; $607,350 for calendar year 2023 (presented in 2024 proxy) .
Performance Compensation
| Category | Details |
|---|---|
| Performance-based cash bonus | Not disclosed/applicable for independent directors; compensation structured as retainers and fees |
| Equity awards (RSUs/PSUs/Options) | Not disclosed/applicable; directors may elect to defer fees into a notional account tracking eligible Nuveen funds (Deferred Compensation Plan) |
| Performance metrics tied to pay | None disclosed for independent directors (no TSR/revenue/EBITDA targets) |
| Clawback, tax gross‑ups | Not disclosed for directors |
Other Directorships & Interlocks
| Type | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company directorships (past 5 years) | None disclosed | — | Latest proxy lists philanthropic and foundation boards for Toth; no public company boards listed |
| Non‑profit boards | Catalyst Schools of Chicago; Kehrein Center for the Arts (former); Mather Foundation | Director; Chair (former) | Philanthropic/mission-driven organizations |
| Interlocks/conflicts | None identified | — | Proxy includes related holdings table for another director; Toth not listed, and no related‑party transactions for Toth are disclosed in the excerpts reviewed |
Expertise & Qualifications
- Asset management CEO and investment risk oversight experience; deep background in securities lending and quantitative management .
- Education: BS, University of Illinois; MBA, New York University; CEO Perspectives Program (Northwestern, 2005) .
- Board leadership: Independent Chair (2023), Independent Co‑Chair (H1 2024); Chair roles on Executive and Nominating & Governance Committees (prior) .
Equity Ownership
Board governance principle: each Board Member is expected to invest at least one year of compensation in the funds in the Fund Complex (measured across Nuveen funds) .
| Measure | May 31, 2023 | May 31, 2024 | May 31, 2025 |
|---|---|---|---|
| NZF (Credit Income) – Shares beneficially owned (Toth) | 3,450 | 0 | 0 |
| Aggregate dollar range of equity securities across all registered investment companies overseen | Over $100,000 | Over $100,000 | Over $100,000 |
| Notable other Nuveen fund positions (examples from proxy) | AMT‑Free Credit Income: 1,277; Municipal High Income: 4,208 | Quality Income: 4,131 | Quality Income: 1,310 |
Notes:
- As of the latest disclosures, Toth reported no NZF (Credit Income) shares in 2024–2025 after holding 3,450 shares in 2023 .
- Dollar‑range disclosure caps at “Over $100,000,” so precise compliance with the “1x annual compensation” expectation is not quantifiable from public data .
Governance Assessment
Positive signals
- Independent leadership: Served as Independent Chair (2023) and Independent Co‑Chair through June 30, 2024, reinforcing independent board oversight at the fund complex .
- Strong committee credentials: Prior Chair of Nominating & Governance and Executive Committees; current membership on Nominating & Governance and Investment Committees, which are fully independent .
- Attendance: At least 75% meeting attendance across Board and committee meetings for the period reported, indicating baseline engagement .
- Relevant domain expertise: Former CEO of a major asset manager with deep securities lending and investment oversight experience—aligned with closed‑end fund risk oversight needs .
Watch items / potential red flags
- Ownership alignment disclosure: Board policy expects at least one year’s compensation invested across the Fund Complex; disclosures for Toth show “Over $100,000,” which is below the current $350,000 annual retainer but may exclude some deferred amounts or holdings not itemized; the proxy does not state compliance status explicitly .
- Shift to higher fixed retainers: Compensation structure moved from per‑meeting fees (2023) to larger fixed retainers and committee retainers (2024–2025), increasing guaranteed pay and potentially diluting pay‑for‑effort sensitivity; mitigated by ad hoc fees and special assignment stipends .
- No NZF ownership in latest period: After holding 3,450 NZF shares in 2023, Toth reported zero NZF shares in 2024–2025; while aggregate Nuveen holdings remain “Over $100,000,” the absence of NZF‑specific ownership could be viewed as a modest alignment gap for NZF holders specifically .
- Related‑party review: Proxy includes a related investments table for another director; Toth is not listed there, and no specific related‑party transactions for Toth are surfaced in the excerpts reviewed. Continue to monitor future proxies and 8‑Ks for any changes .
References and sourcing
- Committee structure and roles; independent chairmanship; attendance .
- Biographical details; education; tenure; year of birth .
- Compensation structures and amounts (2023–2025); deferred compensation plan .
- Ownership expectations and beneficial ownership tables; NZF (Credit Income) share counts; aggregate ranges .