Terence J. Toth

About Terence J. Toth

Independent Board Member of Nuveen S&P 500 Dynamic Overwrite Fund (SPXX). Born 1959; trustee since 2008 (Class II, term expiring at the 2026 annual meeting). Former CEO/President of Northern Trust Global Investments; prior EVP, Quantitative Management & Securities Lending. Education: B.S. University of Illinois; MBA New York University; CEO Perspectives Program at Northwestern (2005) .

Past Roles

External Roles

Board Governance

• Independence: All SPXX trustees (including Toth) are “Independent Board Members” (not “interested persons” under the 1940 Act and have never been employees/directors of TIAA/Nuveen or affiliates) .
• Class/Term: Class II trustee; last elected May 8, 2023; term to 2026 annual meeting .
• Committee Memberships (SPXX):
  • Executive Committee member (chair is Young) .
  • Compliance, Risk Management & Regulatory Oversight Committee member (chair is Wolff) .
  • Nominating & Governance Committee member (chair is Young) .
  • Investment Committee member (co-chairs Boateng and Lancellotta) .
  • Not a member of Audit Committee, Dividend Committee, or Closed-End Fund Committee .

• Attendance: Each Board Member attended at least 75% of SPXX board and relevant committee meetings in the last fiscal year .

Fixed Compensation

• Structure (effective Jan 1, 2024; updated Jan 1, 2025):
  • Annual trustee retainer: $350,000 .
  • Committee membership retainers (2025): Audit & Compliance $35,000; Investment $30,000; Dividend, Nominating & Governance, Closed-End $25,000; Board Chair/Co-Chair $150,000; respective committee chairs $25,000–$35,000 .
  • Ad hoc/special assignment fees: $1,000–$2,500 per meeting; special assignment quarterly fees (chair from $1,250; members from $5,000) .
  • Prior structure (2023): $210,000 base; per-meeting fees across board/committees; committee chair adders ($20,000) and Board Chair ($140,000) .
  • Deferred Compensation Plan available (book-reserve tracking to Nuveen funds; distributions lump sum or 2–20 years) .

Performance Compensation

• Not disclosed for independent trustees; compensation is cash retainers/fees without performance-linked metrics (no RSUs/options or TSR-linked awards) .

Other Directorships & Interlocks

• Current public company boards: None disclosed in the last five years for Toth .
• Prior industry boards: Legal & General Investment Management America, Inc. (2008–2013) .
• Fund complex oversight scale: Oversees 218 portfolios in the Nuveen/TIAA fund complex .

Expertise & Qualifications

• Capital markets and asset management executive experience (Northern Trust; Bankers Trust) .
• Governance and investment oversight across large fund complexes (Nuveen/TIAA) .
• Education: B.S. University of Illinois; MBA NYU; executive program at Northwestern .

Equity Ownership

• Ownership guideline: Board Members are expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex (direct or deferred) .
• Beneficial ownership ranges (as of Dec 31, 2024):
  • SPXX (S&P Dynamic Overwrite): $0 .
  • Municipal Credit Opportunities (NMCO): $50,001–$100,000 .
  • Floating Rate Income (JFR): $10,001–$50,000 .
  • Aggregate range across fund family: Over $100,000 .

• Less than 1% ownership: Each Board Member’s individual holdings are <1% of outstanding shares for each fund; group holdings also <1% .

• Insider trading activity:

  • SPXX: No insider transactions reported for Toth in the past 18 months per third-party tracker .
  • Other Nuveen funds: Toth disclosed Form 4 purchases—NMCO 3,925 shares (Nov 17, 2023); NAD 1,310 shares (Sep 21, 2023) .

Governance Assessment

• Strengths:

  • Long tenure and deep asset management experience; serves on key governance, compliance, investment, and executive committees, enhancing oversight of risk, performance, and board processes .
  • Independent status and no Nuveen/TIAA employment ties mitigate adviser conflicts .
  • Formal ownership guideline; aggregate fund family holdings “Over $100,000” suggest adherence to ownership expectations .

• Potential concerns:

  • No direct SPXX share ownership as of year-end 2024 (0 shares and $0 range), which may weaken fund-specific alignment despite broader complex exposure .
  • Compensation retainer increased materially in 2024 (and committee retainers in 2025), shifting pay higher in fixed cash; absence of equity-linked incentives means alignment relies on guideline compliance rather than pay design .

• Red flags (not observed in disclosures):

  • No related-party transactions, tax gross-ups, or option repricing disclosed for trustees .
  • Attendance threshold met; no low-attendance or delinquent Section 16(a) filings noted .

• Implications for investors:

  • Toth’s committee footprint (Executive, Compliance, Nominating & Governance, Investment) positions him as a core participant in SPXX’s oversight of valuation, risk, governance, and performance. Lack of SPXX holdings is a mild alignment gap; monitor future ownership disclosures and any committee leadership changes for signals of engagement depth .