Matthew Thornton

About Matthew Thornton

Matthew Thornton III is an Independent Board Member of NCA, serving as a Class III director with a term running until the 2027 annual shareholder meeting and length of service since 2020; he was born in 1958 and oversees 220 portfolios across the Nuveen Fund Complex . He retired in November 2019 as Executive Vice President and Chief Operating Officer of FedEx Freight, previously serving as Senior Vice President, U.S. Operations at FedEx Express, and earlier holding a range of roles at FedEx; he holds a B.B.A. from the University of Memphis (1980) and an M.B.A. from the University of Tennessee (2001) . Thornton is a member of the Executive Leadership Council since 2014 and the National Association of Corporate Directors, and has been recognized by Black Enterprise (2017 Most Powerful Executives in Corporate America) and Ebony (2016 Power 100) . He is an Independent Board Member and committee structures are composed entirely of independent directors per the fund’s governance framework .

Past Roles

External Roles

Board Governance

• Independence: Thornton is an Independent Board Member; Audit and Nominating & Governance Committees are composed entirely of Independent Board Members per NYSE/NASDAQ listing standards applicable to closed-end funds .
• Committee assignments and chair roles:
  • Dividend Committee – Chair; members include Lancellotta, Kenny, Nelson, Starr .
  • Audit Committee – Member; committee chaired by Nelson .
  • Nominating & Governance Committee – Member; committee chaired by Young .
  • Investment Committee – Member; co-chairs Boateng and Lancellotta .
  • Closed-End Fund Committee – Member; chaired by Moschner .
• Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings during the last fiscal year .
• Term and tenure: Class III director until the 2027 annual meeting; service since 2020 .
• Portfolios overseen: 220 portfolios across the Nuveen Fund Complex .
• Board leadership context: The Board has an Independent Chair (Robert L. Young) and emphasizes independence in agenda-setting and liaison functions .

Fixed Compensation

Performance Compensation

• No equity or option awards are described for Independent Board Members; compensation is structured as cash retainers and fees (with optional deferred compensation), and the proxy does not disclose performance-based metrics tied to director pay .
• Deferred Compensation Plan terms:
  • Availability: Participating Nuveen funds permit Independent Board Members to defer all or part of fees .
  • Account crediting: Deferred amounts credited to a book reserve account of the Participating Fund at the time fees would have been paid .
  • Investment tracking: Accounts are treated as if invested and reinvested in shares of eligible Nuveen funds .
  • Distribution options: Lump sum or over 2–20 years at commencement of distributions .
  • Liability: Each Participating Fund is only liable for its own obligations under the plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Extensive operations leadership in transportation and logistics from FedEx Freight and FedEx Express, including modernization and strategic guidance responsibilities .
• Governance experience through committee roles across audit, nominating/governance, strategy, and compensation at large-cap public companies .
• Professional associations: Executive Leadership Council (since 2014) and NACD, reinforcing governance expertise .
• Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001) .
• Recognitions: Black Enterprise (2017 Most Powerful Executives); Ebony (2016 Power 100) .

Equity Ownership

Governance Assessment

• Committee leadership and breadth: Thornton chairs the Dividend Committee and serves on Audit, Nominating & Governance, Investment, and Closed-End Fund Committees—an indicator of broad engagement and governance influence .

• Independence: Committees are composed solely of Independent Board Members; governance emphasizes independent oversight, including an Independent Chair of the Board .

• Attendance: Met the 75%+ attendance threshold for Board and committee meetings during the last fiscal year, supporting board effectiveness .

• Compensation structure: 2025 increases to committee membership and chair fees raise guaranteed cash components (e.g., Audit/Compliance membership to $35,000; Investment membership to $30,000; chair fees up to $25,000–$35,000), which may signal higher time demands and responsibility; total fund-complex compensation to Thornton was $463,750 last fiscal year .

• Ownership alignment: No direct holding in NCA as of Oct 22, 2025, though aggregate holdings across the Nuveen complex exceed $100,000; the lack of NCA-specific ownership could be viewed as a modest alignment gap specific to this fund despite broader complex exposure .

• External commitments: Concurrent service on Sherwin-Williams and Crown Castle boards (including Compensation and Strategy committee roles) increases workload; no related-party transactions or conflicts with NCA are disclosed in the proxy .

• RED FLAGS:

  • Lack of NCA-specific holdings may reduce fund-specific alignment, even with complex-wide exposure .
  • Compensation schedule increases effective 2025 lift fixed fees, potentially increasing guaranteed pay versus at-risk elements (though director pay is not performance-based) .

• Mitigating signals:

  • Multi-committee engagement, independent governance structure, and satisfactory attendance support board effectiveness .
  • Deep operational expertise and public company committee experience add relevant oversight capability for fund risk, valuation, and performance monitoring .

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