Matthew Thornton III
About Matthew Thornton III
Independent Board Member (Class III) of NAC since 2020, with current term expiring at the 2027 annual meeting. Thornton brings over 40 years of operations leadership from FedEx, including EVP & COO of FedEx Freight and SVP U.S. Operations at FedEx Express. He holds a B.B.A. (University of Memphis, 1980) and an M.B.A. (University of Tennessee, 2001), serves on boards of Crown Castle and Sherwin-Williams, and is a member of the Executive Leadership Council and NACD. Thornton oversees 220 portfolios in the Nuveen/TIAA fund complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | May 2018 – Nov 2019 | Responsible for day-to-day operations, strategic guidance, modernization of freight operations, delivering customer solutions . |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | Sep 2006 – May 2018 | Led U.S. operations; earlier roles included SVP Air, Ground and Freight Services; VP Regional Operations (Central Region) . |
| FedEx (various units) | Various management positions | Pre-2006 | Progressive leadership positions across FedEx entities . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crown Castle International | Director | Since 2020 | Strategy Committee and Compensation Committee . |
| Sherwin-Williams Company | Director | Since 2014 | Audit Committee; Nominating & Corporate Governance Committee . |
| Safe Kids Worldwide (non-profit) | Director | 2012 – 2018 | Governance oversight at child safety organization . |
Board Governance
- Classification and term: Class III Director; term expires at the 2027 annual meeting .
- Independence: Serves as an Independent Board Member; core committees (Audit, Nominating & Governance, Investment) are composed entirely of independent members per listing standards .
- Committee assignments:
- Dividend Committee – Chair (authorizes distributions; operates under charter) .
- Audit Committee – Member (financial reporting oversight; valuation oversight; SEC/PCAOB independence compliance) .
- Nominating & Governance Committee – Member (board evaluation, composition, governance standards, compensation policy) .
- Investment Committee – Member (performance oversight, investment risk management) .
- Closed-End Fund Committee – Member (premium/discount monitoring; leverage strategies; repurchase evaluation) .
- Attendance: Each Board Member attended 75% or more of the Board and applicable committee meetings in the last fiscal year .
- Meeting cadence (last fiscal year): Regular Board 5–6; Special Board 9–10; Audit Committee 13; Dividend Committee 8; Nominating & Governance 6; Investment 3–4; Closed-End Funds 4 (varies slightly by fund) .
Fixed Compensation
| Component | Pre-2025 Annual Retainer | Effective Jan 1, 2025 Annual Retainer |
|---|---|---|
| Base retainer (Independent Board Member) | $350,000 | $350,000 |
| Audit Committee member | $30,000 | $35,000 |
| Compliance, Risk & Regulatory Oversight Committee member | $30,000 | $35,000 |
| Investment Committee member | $20,000 | $30,000 |
| Dividend Committee member | $20,000 | $25,000 |
| Nominating & Governance Committee member | $20,000 | $25,000 |
| Closed-End Funds Committee member | $20,000 | $25,000 |
| Board Chair | $140,000 | $150,000 |
| Audit Chair | $30,000 | $35,000 |
| Compliance Chair | $30,000 | $35,000 |
| Investment Chair/Co-Chair | $20,000 | $30,000 |
| Dividend Chair | $20,000 | $25,000 |
| Nominating & Governance Chair | $20,000 | $25,000 |
| Closed-End Funds Chair | $20,000 | $25,000 |
| Ad hoc meeting fees | $1,000 or $2,500 (length/immediacy) | $1,000 or $2,500 (length/immediacy) |
| Special assignment committees (chair) | Quarterly fee starting at $1,250 | Quarterly fee starting at $1,250 |
| Special assignment committees (member) | Quarterly fee starting at $5,000 | Quarterly fee starting at $5,000 |
Performance Compensation
| Element | Details |
|---|---|
| Stock/Option awards | None disclosed for Independent Board Members of the Funds; compensation is fees-only . |
| Deferred compensation plan | Available; Independent Directors may elect to defer fees into book reserve accounts notionally invested in eligible Nuveen funds; distributions may be lump sum or over 2–20 years; no pension/retirement plan . |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable to Fund Independent Directors; no performance-based awards disclosed . |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| Crown Castle | Director | Strategy; Compensation | No NAC-related transactions disclosed; telecom infrastructure unrelated to municipal bond fund operations . |
| Sherwin-Williams | Director | Audit; Nominating & Corporate Governance | No NAC-related transactions disclosed; paint/coatings markets unrelated to fund governance; Audit/NomGov experience strengthens oversight . |
- Related-party transactions: Proxy discloses certain holdings for another director in companies advised by affiliates; no related-party holdings or transactions disclosed for Thornton .
Expertise & Qualifications
- 40+ years in complex operations, logistics and modernization at FedEx; senior leadership experience spanning freight and express businesses .
- Audit and governance expertise via committee service at Sherwin-Williams; compensation/strategy exposure at Crown Castle .
- Recognitions include Black Enterprise’s 2017 Most Powerful Executives and Ebony’s 2016 Power 100; member of Executive Leadership Council and NACD .
Equity Ownership
| Fund | Shares Beneficially Owned | Aggregate Dollar Range in Fund Complex |
|---|---|---|
| Arizona Quality | 0 | Over $100,000 (aggregate across Nuveen/TIAA complex) |
| California AMT-Free | 0 | Over $100,000 |
| California Value | 0 | Over $100,000 |
| California Quality (NAC) | 0 | Over $100,000 |
| Massachusetts Quality | 0 | Over $100,000 |
- Ownership guideline: Board governance principle expects each director to invest at least the equivalent of one year of compensation in funds in the complex; board/officers as a group own <1% of outstanding shares of each fund . Thornton’s aggregate “Over $100,000” indicates alignment with the guideline via direct or deferred holdings .
Director Compensation (Latest Year)
| Fund | Aggregate Compensation Paid to Thornton ($) |
|---|---|
| Arizona Quality | $650 |
| California AMT-Free | $2,852 |
| California Value | $869 |
| California Quality (NAC) | $8,360 |
| Massachusetts Quality | $517 |
| Total compensation from Nuveen funds | $463,750 |
Insider SEC Filings (NAC)
| Filing Type | Date | Summary | Source |
|---|---|---|---|
| Form 3 (initial statement of beneficial ownership) | Nov 23, 2020 | Initial director filing for Nuveen California Quality Municipal Income Fund (NAC) | |
| Form 4 (changes in beneficial ownership) | Past 3 years | No Form 4 transactions found for NAC in past 3 years per Benzinga aggregator |
Note: Thornton executes Powers of Attorney for Nuveen closed-end funds (including NAC), authorizing fund officers to sign registration statements and amendments, typical for trustees .
Governance Assessment
- Board effectiveness: Thornton chairs the Dividend Committee, a critical lever for distribution policy and shareholder outcomes, and serves on the Audit, Nominating & Governance, Investment, and Closed-End Fund Committees—broad coverage of financial integrity, governance, performance, and market premium/discount management .
- Independence and engagement: Independent status, 75%+ meeting attendance, and service across independent-only committees support investor confidence .
- Alignment: While fund-level beneficial ownership shows 0 shares for NAC specifically, Thornton’s aggregate “Over $100,000” in the fund complex and availability of deferred compensation elections suggest compliance with board ownership expectations .
- Compensation structure: Pure cash retainer/committee fees; no equity/options awards or performance-linked metrics—reduces pay-for-performance nuance but is standard for closed-end fund boards; deferred plan facilitates long-term alignment via fund exposure .
- Potential conflicts/red flags:
- Related-party transactions: None disclosed for Thornton; no shared directorships with issuers transacting with the Funds .
- Hedging/pledging: No disclosures indicating pledging or hedging of fund shares .
- Attendance: Meets policy threshold (≥75%) .
- Option/award repricing, tax gross-ups, change-of-control provisions: Not applicable to independent directors; none disclosed .
Overall, Thornton’s extensive operational background, multi-committee service (including chair of Dividend), independent status, and compliance with ownership expectations present a positive governance profile for NAC investors, with no material conflicts or red flags identified in the latest proxy disclosures .