Matthew Thornton III
About Matthew Thornton III
Independent Board Member born in 1958; joined the Board in 2020. Former FedEx executive with 40+ years of operating leadership; retired in 2019 as EVP & COO of FedEx Freight and previously served as SVP, U.S. Operations at FedEx Express. Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001). Current outside directorships include Sherwin-Williams (Audit; Nominating & Corporate Governance) and Crown Castle (Strategy; Compensation) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | 2018–2019 | Led day-to-day ops, strategic guidance, modernization of freight operations; customer solutions |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversaw U.S. operations; prior management roles at FedEx |
| Safe Kids Worldwide® | Director | 2012–2018 | Non-profit focused on preventing childhood injuries |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Since 2014 | Audit; Nominating & Corporate Governance |
| Crown Castle International | Director | Since 2020 | Strategy; Compensation |
| Executive Leadership Council (ELC) | Member | Since 2014 | — |
| National Association of Corporate Directors (NACD) | Member | — | — |
Board Governance
- Independence: Not an “interested person” under the 1940 Act; deemed Independent Board Member .
- Tenure: Joined the Board in 2020; current term designation varies by fund class across the complex .
- Election/class (NAD/Quality Income): Last elected as Class III Board Member at the August 8, 2024 annual meeting; term expires at the 2027 annual meeting or until successor qualified .
- Committee assignments:
- Dividend Committee: Chair .
- Audit Committee: Member (not designated as SEC “financial expert”) .
- Nominating & Governance Committee: Member .
- Investment Committee: Member .
- Closed-End Fund Committee: Member .
- Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year .
NAD Meeting Cadence (last fiscal year)
| Meeting Type | Count |
|---|---|
| Regular Board | 4 |
| Special Board | 8 |
| Executive Committee | 4 |
| Dividend Committee | 10 |
| Compliance, Risk & Regulatory Oversight | 6 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
- Current structure (effective January 1, 2025):
- Annual retainer: $350,000 .
- Committee membership retainers: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End $25,000 .
- Chair fees: Board Chair $150,000; Audit Chair $35,000; Compliance Chair $35,000; Investment Chair/Co-Chair $30,000; Dividend Chair $25,000; Nominating & Governance Chair $25,000; Closed-End Chair $25,000 .
- Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; Special assignment committee fees: Chair/Co-Chair $1,250 per quarter; Members $5,000 per quarter .
- Prior structures:
- Pre-2024 (CY 2023): Annual retainer $210,000 plus per-meeting fees (e.g., Board $7,250/day; Audit/Investment/Closed-End $2,500; Compliance $5,000; Dividend $1,250; other committees $500); Board Chair $140,000; committee chairs $20,000 .
- Pre-2025 (CY 2024): Annual retainer $350,000; membership retainers Audit/Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed-End $20,000; Board Chair $140,000; committee chairs $20,000 .
NAD Director Compensation (Fund-level)
| Fund | Period | Matthew Thornton III – Aggregate Compensation ($) |
|---|---|---|
| Quality Income (NAD) | Fiscal Year ended Oct 31, 2024 | 16,445 |
Compensation Structure Evolution
| Element | CY 2023 | CY 2024 | CY 2025 |
|---|---|---|---|
| Annual Retainer | 210,000 | 350,000 | 350,000 |
| Audit Committee Member | 2,500/meeting | 30,000 | 35,000 |
| Compliance Committee Member | 5,000/meeting | 30,000 | 35,000 |
| Investment Committee Member | 2,500/meeting | 20,000 | 30,000 |
| Dividend Committee Member | 1,250/meeting | 20,000 | 25,000 |
| Nominating & Governance Member | 500/meeting | 20,000 | 25,000 |
| Closed-End Fund Member | 2,500/meeting | 20,000 | 25,000 |
| Board Chair | 140,000 | 140,000 | 150,000 |
| Audit/Compliance Chair | 20,000 | 30,000 | 35,000 |
| Investment Chair/Co-Chair | 20,000 | 20,000 | 30,000 |
| Dividend/Nominating/Closed-End Chair | 20,000 | 20,000 | 25,000 |
Performance Compensation
| Element | Terms |
|---|---|
| Performance bonus | None disclosed for Independent Board Members; compensation based on retainers/fees |
| Equity awards (RSUs/PSUs), Option awards | None disclosed; director compensation comprised of cash retainers/fees; deferrals available via Deferred Compensation Plan |
| Deferred Compensation Plan | Elective deferral of board compensation into fund-equivalent accounts; distributions in lump sum or over 2–20 years; values track selected Nuveen funds |
| Retirement/Pension | None; Nuveen funds do not have retirement or pension plans for directors |
Other Directorships & Interlocks
| Company | Role | Committees | Tenure | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | Since 2014 | No related-party transactions with NAD disclosed |
| Crown Castle International | Director | Strategy; Compensation | Since 2020 | No related-party transactions with NAD disclosed |
Expertise & Qualifications
- Operations and logistics leadership at FedEx across freight and express business lines; modernization and customer solutions experience .
- Committee breadth at other public companies (audit, compensation, strategy, governance) indicating governance fluency .
- Recognitions: Black Enterprise “Most Powerful Executives” (2017) and Ebony Power 100 (2016) .
- Not designated an SEC “audit committee financial expert” for the Funds (others on committee are designated) .
Equity Ownership
| Measure | NAD (Quality Income) | Fund Complex Aggregate |
|---|---|---|
| Dollar range of equity securities | $0 | Over $100,000 |
| Shares owned | 0 | Not individually enumerated; aggregate shown |
| Ownership as % of NAD shares outstanding | 0%; all board members individually <1% for each fund | |
| Stock ownership guideline | Expected to invest at least the equivalent of one year of compensation in the Fund Complex (directly or deferred) | |
| Compliance status vs guideline | Not determinable from disclosed ranges; deferrals count toward guideline; individual NAD position is $0 |
Governance Assessment
- Strengths: Independent status; chairs the Dividend Committee; broad committee participation (Audit, Investment, Nominating & Governance, Closed-End); consistent attendance (≥75%); seasoned operating executive with relevant oversight experience; outside governance roles on large-cap boards .
- Alignment: Direct ownership in NAD is $0 while aggregate holdings across the Fund Complex are “Over $100,000”; the board guideline expects at least one year’s compensation invested across the complex, but compliance cannot be confirmed from ranges; reliance on deferred compensation may partially address alignment but specifics are undisclosed .
- Conflicts/Related-party exposure: No related-party transactions or ownership in adviser-affiliated private vehicles disclosed for Thornton; table of such holdings references another director (Thomas J. Kenny) only .
- Risk indicators: Not designated as an SEC “audit committee financial expert” on a financially intensive committee; however, committee includes multiple designated financial experts to mitigate risk .
- Compensation structure signals: Shift from per-meeting fees (2023) to higher fixed retainers and committee stipends (2024–2025) professionalizes director pay and emphasizes ongoing engagement; no performance-linked pay or equity grants, reducing pay-for-performance alignment but appropriate for a closed-end fund board .