Matthew Thornton
About Matthew Thornton
Matthew Thornton III (born 1958) is an Independent Board Member of NEA since 2020, with over 40 years of operating leadership experience at FedEx, including EVP & COO of FedEx Freight (2018–2019) and SVP U.S. Operations at FedEx Express (2006–2018). He holds a B.B.A. from the University of Memphis (1980) and an M.B.A. from the University of Tennessee (2001), and currently serves on the boards of The Sherwin-Williams Company and Crown Castle International with committee roles at both. He is recognized by ELC and NACD memberships and has been cited by Black Enterprise (2017) and Ebony (2016). Thornton is classified as an Independent Board Member under the 1940 Act.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | 2018–2019 | Responsible for day-to-day operations, strategic guidance, modernization, customer solutions. |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Led U.S. operations; prior management roles across FedEx. |
| Safe Kids Worldwide® | Board Member | 2012–2018 | Non-profit focused on preventing childhood injuries. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Since 2014 | Audit Committee; Nominating & Corporate Governance Committee. |
| Crown Castle International | Director | Since 2020 | Strategy Committee; Compensation Committee. |
| Executive Leadership Council (ELC) | Member | Since 2014 | Member organization of global Black senior executives. |
| National Association of Corporate Directors (NACD) | Member | — | Professional governance body membership. |
Board Governance
- Independence: Thornton is not an “interested person” of the Funds or the Adviser’s parent companies; deemed an Independent Board Member.
- Term and service: Elected across multiple fund boards as Class II/III; for NEA-related boards, he was last elected August 8 or 15, 2024 (depending on fund), with current term continuing until the 2027 annual meeting.
- Committees (NEA Fund Complex):
- Dividend Committee: Chair (authorizes distributions; formal charter).
- Audit Committee: Member (oversight of financial reporting, auditors, valuation policy).
- Nominating & Governance Committee: Member (board composition, evaluation, governance practices).
- Investment Committee: Member (fund performance oversight, risk management).
- Closed-End Fund Committee: Member (market premiums/discounts, leverage, distribution trends).
- Attendance: Each Board Member, including Thornton, attended at least 75% of Board and committee meetings during the last fiscal year.
| NEA (Quality Income) Meeting Counts (FY ended Oct. 31, 2024) | Count |
|---|---|
| Regular Board Meetings | 4 |
| Special Board Meetings | 8 |
| Executive Committee Meetings | 4 |
| Dividend Committee Meetings | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee Meetings | 6 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 5 |
| Investment Committee Meetings | 4 |
| Closed-End Fund Committee Meetings | 4 |
Fixed Compensation
- Structure (effective Jan 1, 2025): Annual board retainer $350,000; committee membership retainers—Audit and Compliance $35,000 each; Investment $30,000; Dividend, Nominating & Governance, Closed-End $25,000 each. Chair retainers—Board $150,000; Audit and Compliance $35,000; Investment $30,000; Dividend, Nominating & Governance, Closed-End $25,000. Ad hoc meeting fees $1,000–$2,500; special assignment committee fees (Chair/Co-Chair quarterly from $1,250; members quarterly from $5,000).
| Metric | 2023 Structure (pre-2024) | 2024 Structure (pre-2025) | 2025 Structure |
|---|---|---|---|
| Board Annual Retainer | $210,000 | $350,000 | $350,000 |
| Board Chair Retainer | $140,000 | $140,000 | $150,000 |
| Audit Committee (Member) | $2,500/mtg | $30,000/yr | $35,000/yr |
| Compliance Committee (Member) | $5,000/mtg | $30,000/yr | $35,000/yr |
| Investment Committee (Member) | $2,500/mtg | $20,000/yr | $30,000/yr |
| Dividend Committee (Member) | $1,250/mtg | $20,000/yr | $25,000/yr |
| Nominating & Governance (Member) | $500/mtg | $20,000/yr | $25,000/yr |
| Closed-End Fund (Member) | $2,500/mtg | $20,000/yr | $25,000/yr |
| Committee Chair (Audit/Compliance) | $20,000 | $30,000 | $35,000 |
| Committee Chair (Investment) | $20,000 | $20,000 | $30,000 |
| Committee Chair (Dividend/Nom/CEF) | $20,000 | $20,000 | $25,000 |
| Ad Hoc Meeting Fees | $4,000 special; $5,000 site visits | $1,000–$2,500 | $1,000–$2,500 |
- Actual aggregate compensation: Thornton received $463,750 from Nuveen Funds in the last reported period (FY/stub periods per fund).
Performance Compensation
- Equity, options, and performance-based pay: No stock awards, options, or performance-linked incentives are disclosed for Independent Board Members; funds have no retirement or pension plans.
- Deferred compensation plan: Independent Board Members may defer compensation; accounts mirror investment in eligible Nuveen funds; distributions selectable in lump sum or over 2–20 years; obligations are specific to participating funds.
| Component | Details |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed. |
| Options | None disclosed. |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed; director comp is fixed retainers/fees. |
| Deferred compensation | Eligible via plan; fund-mirrored returns; 2–20 year distribution options. |
| Severance/CoC/Clawbacks/Gross-ups | Not disclosed/applicable for Independent Board Members. |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | No related-party transactions disclosed with NEA or its Adviser; standard public company governance role. |
| Crown Castle International | Director | Strategy; Compensation | No related-party transactions disclosed with NEA or its Adviser; sector unrelated to NEA’s municipal portfolio management. |
| Safe Kids Worldwide® | Former Director | — | Non-profit; no conflicts indicated. |
- Advisory-affiliate exposures: The proxy lists certain board member holdings in companies advised by affiliates; Thornton is not listed in that related-party holdings table.
Expertise & Qualifications
- Deep operations and logistics leadership from FedEx; modernization and large-scale operational oversight credentials.
- Financial oversight experience via Audit Committee roles at Sherwin-Williams and NEA; Compensation/Strategy oversight at Crown Castle.
- Education: B.B.A. (University of Memphis, 1980); M.B.A. (University of Tennessee, 2001).
- Governance recognition and networks: ELC and NACD memberships; recognition by Black Enterprise (2017) and Ebony (2016).
Equity Ownership
- Ownership guideline: Board members are expected to invest at least the equivalent of one year of compensation in funds within the Fund Complex, directly or via deferral.
- Fund-specific beneficial ownership: Thornton reported $0 dollar range and 0 shares in NEA-related funds listed, including Quality Income (NEA).
- Aggregate ownership across Nuveen registered investment companies overseen: “Over $100,000” dollar range.
- Concentration: Each Board Member’s holdings constitute less than 1% of outstanding shares in each fund.
| Metric | NEA (Quality Income) | Aggregate across Nuveen Registered Investment Companies |
|---|---|---|
| Dollar range of beneficial ownership | $0 | Over $100,000 |
| Shares beneficially owned | 0 | Not applicable (aggregate dollar range only). |
| Pledged shares | Not disclosed; no pledging reported. | |
| Compliance with ownership guideline | Expected standard disclosed; individual compliance not stated. |
Governance Assessment
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Strengths: Independent status under the 1940 Act; serves as Chair of the Dividend Committee—central to income policy—signaling active oversight of distribution policies. Multi-committee membership (Audit, Investment, Nominating & Governance, Closed-End) supports broad engagement across risk, valuation, performance, and governance. Attendance at or above the 75% threshold indicates baseline engagement.
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Compensation alignment: Director pay is primarily fixed retainers with no equity/options or performance-based incentives; deferral option aligns director interests with fund outcomes via fund-linked accounts. Actual aggregate compensation of $463,750 reflects committee breadth and seniority.
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Ownership alignment: Reports 0 direct NEA shares, but aggregate “Over $100,000” across the family and an explicit expectation to invest at least one year’s compensation via direct or deferred means. Specific compliance status is not disclosed.
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Conflicts and red flags: No related-party transactions disclosed for Thornton; no holdings in adviser-affiliated private companies flagged; no hedging/pledging noted; no legal proceedings or investigations noted in the proxy. The external board roles (Sherwin-Williams, Crown Castle) present minimal conflict risk relative to NEA’s mandates.
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RED FLAGS:
- None disclosed regarding related-party transactions, option repricing, tax gross-ups, or hedging/pledging.
- Note: Fund-specific NEA share ownership is 0; however, aggregate “Over $100,000” across Nuveen funds is disclosed—compliance with the “one year compensation” expectation is not explicitly stated.