Terence Toth
About Terence J. Toth
Terence J. Toth (born 1959) is an Independent Board Member of the Nuveen NASDAQ Dynamic Overwrite Fund (QQQX), serving since 2008 and currently designated as a Class II director with a term through the 2026 annual meeting. He holds a B.S. from the University of Illinois, an MBA from New York University, and completed the CEO Perspectives Program at Northwestern University in 2005. His background spans asset management leadership, securities lending, and investment oversight across institutional platforms, and he oversees 218 portfolios in the Fund Complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Promus Capital | Co‑Founding Partner | 2008–2017 | Investment advisory leadership |
| Northern Trust Global Investments | CEO & President | 2004–2007 | Led quantitative management & securities lending; earlier EVP Quant Mgmt & Securities Lending (2000–2004) |
| Bankers Trust | Managing Director & Head of Global Securities Lending | 1986–1994 | Securities lending leadership |
| Northern Trust Company | Head of Government Trading & Cash Collateral Investment | 1982–1986 | Trading and collateral investment |
| Legal & General Investment Management America, Inc. | Director | 2008–2013 | Asset management governance |
| Quality Control Corporation | Director | 2012–2021 | Manufacturing oversight |
| Fulcrum IT Service LLC | Director | 2010–2019 | Government IT services oversight |
| LogicMark LLC | Director | 2012–2016 | Health services governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kehrein Center for the Arts | Chair of the Board | 2021–2024 | Board leadership |
| Catalyst Schools of Chicago | Board Member | Since 2008 | Philanthropic governance |
| Mather Foundation | Board Member; Chair, Investment Committee | Since 2012; Chair 2017–2022 | Investment oversight |
| Chicago Fellowship Board | Member | 2005–2016 | Philanthropic engagement |
| Northern Trust Mutual Funds; NT Japan; NT Securities Inc.; NT Hong Kong | Board/Director roles | Various (1997–2007 period highlighted) | Multiple governance roles across Northern Trust entities |
Board Governance
- Independence: All nominees and current Board Members (including Toth) are “Independent Board Members” and not “interested persons” of the Funds or Adviser.
- Years of service: Since 2008; Class II term through the 2026 annual meeting.
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year.
- Lead/Chair roles: The Nuveen Funds’ Independent Chair is Robert L. Young; Toth is not listed as a committee chair.
- Committee assignments (QQQX/complex):
- Executive Committee: Member (Young, Chair; Kenny; Nelson; Toth).
- Compliance, Risk Management and Regulatory Oversight Committee: Member (Wolff, Chair; includes Toth).
- Investment Committee: Member (Boateng/Lancellotta, Co‑Chairs; includes Toth).
- Nominating & Governance Committee: Member (Young, Chair; includes Toth).
- Not listed on: Audit Committee, Dividend Committee, Closed‑End Fund Committee.
Fixed Compensation
| Component | Amount | Effective Date |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Jan 1, 2024 |
| Audit Committee membership retainer | $35,000 | Jan 1, 2025 (was $30,000 in 2024) |
| Compliance Committee membership retainer | $35,000 | Jan 1, 2025 (was $30,000 in 2024) |
| Investment Committee membership retainer | $30,000 | Jan 1, 2025 (was $20,000 in 2024) |
| Dividend Committee membership retainer | $25,000 | Jan 1, 2025 (was $20,000 in 2024) |
| Nominating & Governance Committee membership retainer | $25,000 | Jan 1, 2025 (was $20,000 in 2024) |
| Closed‑End Fund Committee membership retainer | $25,000 | Jan 1, 2025 (was $20,000 in 2024) |
| Board Chair additional retainer | $150,000 | Jan 1, 2025 (was $140,000 in 2024) |
| Ad hoc meetings (Board/Committees) | $1,000 or $2,500 per meeting | Effective 2024 |
| Special assignment committees | Chair/co‑chair $1,250/quarter; members start $5,000/quarter | Effective 2024 |
| Historical structure (pre‑2024) | $210,000 annual retainer + per‑meeting fees (Board, Committees, site visits) | 2023 calendar year |
| Fund | Toth’s Aggregate Compensation (last fiscal year) | Deferred Fees (incl. assumed returns) |
|---|---|---|
| NASDAQ Dynamic Overwrite (QQQX) | $4,351 | $1,417 |
| Total from Fund Complex | $575,750 | — |
Notes:
- The Funds do not have retirement or pension plans; Independent Board Members may elect to defer compensation via a Deferred Compensation Plan invested in eligible Nuveen funds (lump sum or 2–20 year distributions).
Performance Compensation
| Performance‑linked element | Status | Notes |
|---|---|---|
| Stock/Option awards; PSUs/RSUs | Not disclosed for Independent Board Members | Compensation described consists of retainers and fees; no equity awards or performance metrics are referenced. |
| Bonus/Variable tied to KPIs | Not disclosed for Independent Board Members | No performance metrics (e.g., TSR, EBITDA) cited for director pay. |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Overlap/Interlocks |
|---|---|---|---|
| Legal & General Investment Management America, Inc. | Asset management | Director (2008–2013) | External to Nuveen/TIAA; no related‑party listing in proxy for Toth |
| Quality Control Corporation | Manufacturing | Director (2012–2021) | None disclosed |
| Fulcrum IT Service LLC | Gov’t IT services | Director (2010–2019) | None disclosed |
| LogicMark LLC | Health services | Director (2012–2016) | None disclosed |
| Northern Trust Mutual Funds (former) | Investment funds | Board Member (2005–2007) | Historical roles |
The proxy’s related‑party appendix lists holdings for another director (Thomas J. Kenny) in companies advised by affiliates; Toth is not listed in that related‑party table.
Expertise & Qualifications
- Capital markets and investment management leadership, including CEO/President of Northern Trust Global Investments and executive roles in quantitative management and securities lending.
- Deep governance experience across multiple boards, inclusive of investment committee chair responsibilities at a foundation.
- Education: B.S. (University of Illinois), MBA (NYU), CEO Perspectives (Northwestern, 2005).
Equity Ownership
| Measure | QQQX | Evidence |
|---|---|---|
| Dollar range of equity securities beneficially owned (QQQX) | $0 | Appendix A dollar range table shows Toth: $0 for NASDAQ Dynamic Overwrite |
| Shares beneficially owned (QQQX) | 0 | Appendix A share table indicates 0 for QQQX (via board member fund shares tables; QQQX column shows 0 for Toth) |
| Shares outstanding (QQQX) | 48,826,782 | As of Feb 18, 2025 |
| Ownership % (QQQX) | 0% | Derived from 0 shares owned vs shares outstanding; see supporting figures above |
| Aggregate range of equity securities in all registered investment companies overseen (Family of Investment Companies) | Over $100,000 | Aggregate range for Toth across the Fund Complex |
| Other fund positions (examples) | 7,925 shares in Municipal Credit Opportunities; 3,720 shares in Floating Rate Income | As of Dec 31, 2024 |
| Deferred fees (QQQX) | $1,417 | Deferred fees credited, including assumed investment returns |
Board guideline: Each Board Member is expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in funds within the Fund Complex. Compliance status by individual is not disclosed; aggregate ranges are provided.
Governance Assessment
- Independence, tenure, and committee breadth: Toth is an Independent Board Member since 2008 with roles on Executive, Compliance, Investment, and Nominating & Governance committees—supporting board effectiveness through risk, investment, and governance oversight.
- Attendance: Meets minimum attendance threshold (≥75%) across Board and committee meetings, indicating engagement.
- Compensation structure shift: The Board moved from a $210k retainer with per‑meeting fees (2023) to a $350k fixed retainer plus committee retainers (2024/2025), reducing per‑meeting variability and formalizing committee incentives—important for assessing director workload and alignment.
- Alignment signal (QQQX‑specific): Toth reported $0 beneficial ownership in QQQX and 0 shares owned, while holding “Over $100,000” across the Family of Investment Companies and participating in deferred fees; direct alignment with QQQX is limited and merits monitoring.
- Conflicts/related‑party: No Toth‑specific related‑party transactions or affiliate holdings are disclosed in the proxy’s related‑party appendix (which lists another director), reducing conflict risk indications for Toth.
Notes on Director Compensation and Fund Allocation
- Individual fund compensation (e.g., $4,351 from QQQX to Toth) reflects proportional allocation of Board‑level retainers and fees across Nuveen funds based on relative net assets and agenda coverage, not a stand‑alone QQQX retainer.
Appendix: QQQX Reference
- QQQX listing: NASDAQ Global Select Market; common shares outstanding 48,826,782 as of Feb 18, 2025.