Matthew Thornton III
About Matthew Thornton III
Independent Board Member of the Nuveen New York Quality Municipal Income Fund (NAN), born 1958, serving since 2020. Former Executive Vice President and COO of FedEx Freight (retired 2019) with 40+ years of logistics and operations experience; B.B.A., University of Memphis (1980), and M.B.A., University of Tennessee (2001) . He also serves on the boards of The Sherwin-Williams Company and Crown Castle International, and is a member of the Executive Leadership Council and NACD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | EVP & COO | May 2018 – Nov 2019 | Led day-to-day operations, strategic guidance, modernization of freight ops, customer solutions |
| FedEx Express (subsidiary of FedEx) | SVP, U.S. Operations | Sep 2006 – May 2018 | Oversaw U.S. operations; prior FedEx roles since 1978 across management positions |
External Roles
| Organization | Exchange/Ticker | Role | Committees | Independence/Notes |
|---|---|---|---|---|
| The Sherwin-Williams Company | NYSE: SHW | Director (since 2014) | Audit; Nominating & Corporate Governance | Board determined independent; granted 542 restricted shares on 7/16/2014, vesting 1/3 per year over 3 years |
| Crown Castle International Corp. | NYSE: CCI | Director (since 2020) | Strategy; Compensation | Public-company governance and compensation oversight experience |
| Safe Kids Worldwide (non-profit) | — | Director | — | 2012–2018 service |
Board Governance
- Independence: Classified as an Independent Board Member (not an “interested person”) and never an employee/director of TIAA/Nuveen or affiliates .
- Committee assignments (Nuveen funds board overseeing NAN):
- Dividend Committee: Chair (members include Lancellotta, Kenny, Nelson, Starr) .
- Audit Committee: Member .
- Nominating & Governance Committee: Member .
- Investment Committee: Member .
- Closed-End Fund Committee: Member .
- Attendance: Each Board Member, including Thornton, attended 75% or more of Board and committee meetings in the last fiscal year; Appendix C lists meeting counts per fund .
Fixed Compensation
Fee Structure (2025; applies to Independent Board Members)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $350,000 | Paid across Fund Complex |
| Committee membership – Audit; Compliance | $35,000 each | Thornton is on Audit (not Compliance) |
| Committee membership – Investment | $30,000 | Thornton member |
| Committee membership – Dividend; Nominating & Governance; Closed-End | $25,000 each | Thornton member; Chair of Dividend |
| Chair premium – Dividend Committee | $25,000 | Chair premium |
| Ad hoc meetings | $1,000 or $2,500 per meeting | Based on length/immediacy |
| Special assignment committees | Chair/co-chair: from $1,250 quarterly; members: from $5,000 quarterly | If applicable |
Actual Compensation from NAN (Fund-level)
| Period | Aggregate Compensation ($) |
|---|---|
| FY 2024 (ended Feb 29, 2024) | $1,811 |
| Stub Period (Mar 1 – Aug 31, 2024) | $805 |
Total Compensation from Nuveen Funds (Fund Complex)
| Period | Total Compensation ($) |
|---|---|
| FY 2024 | $433,750 |
| FY 2025 | $575,750 |
Additional points:
- No retirement or pension plans; optional Deferred Compensation Plan available to Independent Board Members .
- Deferred fees for Thornton at NAN were $0 in FY 2024 and the stub period (no deferral recorded) .
Performance Compensation
| Metric | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed for Nuveen fund directors; compensation structured as cash retainers and committee fees |
| Options | Not disclosed |
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not disclosed for director compensation at the Funds |
| Clawbacks; Change-of-control; Severance; Tax gross-ups | Not disclosed/applicable for independent fund directors |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock Considerations |
|---|---|---|---|
| Sherwin-Williams (SHW) | Director | Audit; Nominating & Corporate Governance | No related-party transactions at time of appointment; independence affirmed; SW product market unrelated to NAN’s muni focus |
| Crown Castle (CCI) | Director | Strategy; Compensation | Telecom infrastructure business unrelated to NAN’s municipal bond portfolio strategy |
Expertise & Qualifications
- Logistics and operations leadership from FedEx across freight and express divisions; strategic operations expertise and governance experience from service on public-company boards .
- Education: B.B.A. (University of Memphis) and M.B.A. (University of Tennessee) .
- Professional affiliations and recognition: Executive Leadership Council; NACD; Black Enterprise “Most Powerful Executives” (2017) and Ebony Power 100 (2016) .
Equity Ownership
| Item | As of | Value |
|---|---|---|
| Dollar range of equity securities in NAN | May 31, 2025 | $0 |
| Shares beneficially owned in NAN | May 31, 2025 | 0 |
| Aggregate range of equity securities across Fund Complex | May 31, 2025 | Over $100,000 |
| Ownership guideline | — | Board Members expected to invest at least one year of compensation in Nuveen funds (direct or deferred) |
Insider Trades and Section 16 Compliance
| Fiscal Year | Section 16(a) Compliance Status | Notes |
|---|---|---|
| Last completed fiscal year | Compliant | Funds report Board Members/officers complied with all applicable Section 16(a) requirements during last fiscal year and prior year |
Governance Assessment
- Strengths: Clear independence; extensive committee involvement including Chair of Dividend Committee; 75%+ attendance; broad boardroom experience in audit, governance, investment oversight and closed-end fund discount strategy .
- Alignment: Aggregate holdings “Over $100,000” across the Fund Complex and availability of deferred compensation aligns Board Member interests; however, no direct NAN ownership as of May 31, 2025 .
- Conflicts/Red Flags: No related-party transactions disclosed at SHW appointment; independence affirmed; external board roles (SHW, CCI) are in industries unrelated to NAN’s municipal strategy, reducing operational conflict risk .
- Compensation signals: Shift to higher fixed retainers and structured committee retainers (2024–2025) supports governance workload and oversight; no performance pay elements disclosed for fund directors, limiting pay-for-performance linkage typical in operating companies .