Matthew Thornton III
About Matthew Thornton III
Independent Board Member of Nuveen Arizona Quality Municipal Income Fund (NAZ). Year of birth: 1958; Board service since 2020, currently a Class III Trustee with term expiring at the 2027 annual meeting . Former EVP & COO at FedEx Freight and SVP U.S. Operations at FedEx Express; holds a B.B.A. (University of Memphis, 1980) and M.B.A. (University of Tennessee, 2001) . Currently serves on public company boards of The Sherwin-Williams Company and Crown Castle International, with committee roles noted below; deemed independent under the Investment Company Act of 1940 and not an “interested person” of the Funds or adviser .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight Corporation (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | 2018–2019 | Responsible for day-to-day operations, strategic guidance, modernization of freight operations, and customer solutions |
| Federal Express Corporation (FedEx Express) | Senior Vice President, U.S. Operations | 2006–2018 | Led U.S. operations; prior roles included various management positions at FedEx |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Since 2014 | Audit Committee; Nominating & Corporate Governance Committee |
| Crown Castle International | Director | Since 2020 | Strategy Committee; Compensation Committee |
| Safe Kids Worldwide® | Director (non-profit) | 2012–2018 | Board member focused on child injury prevention |
| Executive Leadership Council (ELC) | Member | Since 2014 | Global Black senior executives network |
| National Association of Corporate Directors (NACD) | Member | Not specified | Professional governance association |
| Recognitions | — | 2016–2017 | Ebony Power 100 (2016); Black Enterprise Most Powerful Executives (2017) |
Board Governance
- Independence: All Trustees, including Thornton, are independent under the 1940 Act and not affiliated with TIAA/Nuveen .
- Committee memberships and roles at NAZ:
- Dividend Committee: Chair; members include Lancellotta, Kenny, Nelson, Starr .
- Audit Committee: Member; committee chaired by John K. Nelson; Thornton is not designated the audit committee financial expert (experts are Boateng, Nelson, Starr, Young) .
- Nominating & Governance Committee: Member; chaired by Robert L. Young .
- Investment Committee: Member; co-chairs Boateng and Lancellotta .
- Closed-End Fund Committee: Member; chaired by Moschner .
| NAZ Board/Committee Meeting Counts (Last Fiscal Year) | Count |
|---|---|
| Regular Board Meetings | 6 |
| Special Board Meetings | 9 |
| Executive Committee Meetings | 3 |
| Dividend Committee Meetings | 8 |
| Compliance, Risk Management & Regulatory Oversight Committee Meetings | 4 |
| Audit Committee Meetings | 13 |
| Nominating & Governance Committee Meetings | 6 |
| Investment Committee Meetings | 3 |
| Closed-End Funds Committee Meetings | 4 |
- Attendance: Each Board Member attended at least 75% of Board and relevant committee meetings in the last fiscal year .
Fixed Compensation
- Structure: Independent Trustees receive an annual retainer plus committee membership and chair fees; ad hoc meeting fees; optional deferred compensation plan (book-reserve tracked to Nuveen fund shares) .
- 2025 changes (effective Jan 1, 2025): Increased committee retainers and chair fees relative to pre-2025 schedule .
| Component | 2024 Amount | 2025 Amount |
|---|---|---|
| Board Annual Retainer | $350,000 | $350,000 |
| Audit Committee Membership | $30,000 | $35,000 |
| Compliance, Risk Mgmt & Regulatory Oversight Membership | $30,000 | $35,000 |
| Investment Committee Membership | $20,000 | $30,000 |
| Dividend Committee Membership | $20,000 | $25,000 |
| Nominating & Governance Membership | $20,000 | $25,000 |
| Closed-End Funds Committee Membership | $20,000 | $25,000 |
| Chair of Board | $140,000 | $150,000 |
| Audit Committee Chair | $30,000 | $35,000 |
| Compliance Committee Chair | $30,000 | $35,000 |
| Investment Committee Chair | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Committee Chair | $20,000 | $25,000 |
| Ad hoc meeting fee | $1,000 or $2,500 | $1,000 or $2,500 |
| Special assignment committee fees (Chair/Member quarterly, starting) | $1,250 / $5,000 | $1,250 / $5,000 |
| Director Compensation Paid | Amount |
|---|---|
| NAZ (Arizona Quality) – Allocation to Thornton (last fiscal year) | $650 |
| Total Compensation from Nuveen Funds Paid to Matthew Thornton III | $463,750 |
| Deferred Fees (Thornton; Participating Funds) | $0 across listed funds (no deferrals disclosed) |
Performance Compensation
| Element | Status |
|---|---|
| Equity awards (RSUs/PSUs), options | None disclosed for Independent Trustees; compensation comprised of cash retainers and fees |
| Performance metrics tied to pay (TSR, revenue, EBITDA, ESG) | Not applicable for Independent Trustees; no performance-linked pay disclosed |
| Clawbacks, change-in-control, severance, gross-ups | Not applicable/not disclosed for Trustees; compensation framework does not include employment-like severance or CIC features |
Other Directorships & Interlocks
| Company | Role | Committees | Tenure | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | Since 2014 | Industrial coatings; no fund-related transaction disclosures in proxy; independent status maintained |
| Crown Castle International | Director | Strategy; Compensation | Since 2020 | Communications infrastructure; no fund-related transaction disclosures in proxy; independent status maintained |
Expertise & Qualifications
- 40+ years operating leadership at FedEx across freight and express businesses; deep experience in logistics, operations, and modernization initiatives .
- Public board experience across industrials (Sherwin-Williams) and communications infrastructure (Crown Castle); committee exposure to audit, governance, compensation, and strategy .
- Recognized by Ebony and Black Enterprise; active in ELC and NACD, signaling governance engagement .
- On NAZ’s Audit Committee but not designated the fund’s audit committee financial expert (designation held by Boateng, Nelson, Starr, Young) .
Equity Ownership
| Measure | NAZ | Fund Complex |
|---|---|---|
| Beneficial shares owned | 0 | Aggregate dollar range: Over $100,000 |
| Ownership as % of shares outstanding | <1% (each Board Member’s holdings in each Fund) | Group (Board + officers) <1% per Fund |
| Pledged or hedged shares | Not disclosed | |
| Stock ownership guideline | Board principle: each Board Member expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex | |
| Compliance status with guideline | Exact compliance not disclosed; aggregate category reported, but no precise dollar amount for Thornton |
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filings (last fiscal year) | Funds state Board Members and officers complied with applicable Section 16(a) filing requirements |
| Individual Form 4 activity | Not detailed in proxy; no trades enumerated |
Governance Assessment
-
Strengths:
- Independence and broad committee engagement, including chairing the Dividend Committee and membership on Audit, Nominating & Governance, Investment, and Closed-End Funds Committees; supports board effectiveness and coverage of key risk and performance areas .
- Consistent attendance (≥75% threshold met) and significant committee meeting cadence (e.g., 13 Audit Committee meetings), suggesting active oversight .
- External board experience across audit, governance, compensation, and strategy enhances cross-industry perspective relevant to fund oversight .
-
Alignment and incentives:
- Compensation is fixed via retainer and committee fees; no performance-linked equity or options, typical for fund boards; optional deferrals track fund shares, but Thornton disclosed no deferred fee elections in the period .
- Beneficial ownership in NAZ is 0, while aggregate Fund Complex holdings are reported in the “Over $100,000” category; the board’s principle targets a one-year compensation equivalent invested across the complex, but precise compliance for Thornton is not disclosed .
-
Conflicts and red flags:
- No related-party transaction exposure for Thornton is disclosed; independence status affirmed under the 1940 Act .
- Audit committee financial expert designation is held by other members, not Thornton; mitigated by diverse financial expertise on committee .
- Change in auditor to PwC during 2025 reflects active audit oversight; no adverse indications noted in proxy .
-
Board workload and compensation structure:
- 2025 increases in committee retainers and chair fees indicate rising governance demands and time commitments; supports resource alignment for oversight without introducing at-risk pay .
RED FLAGS
- No NAZ share ownership disclosed for Thornton (0 shares), though board principle focuses on aggregate complex investment; exact compliance with “one-year compensation” guideline not determinable from disclosed category ranges .
- No performance-based compensation elements; while typical for fund governance, it reduces direct pay-for-performance linkage and relies on fiduciary duty and oversight mechanisms .