Matthew Thornton III
About Matthew Thornton III
Independent Board Member of the Nuveen fund complex since 2020, classified as a Class III director with a term extending to the 2027 annual meeting; oversees 220 portfolios within the Fund Complex. Born in 1958, Thornton retired from FedEx Freight in November 2019 as Executive Vice President and Chief Operating Officer following a 40+ year career 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). He is a member of the Executive Leadership Council and the National Association of Corporate Directors, and was recognized by Black Enterprise (2017) and Ebony (2016) for executive leadership. Current outside public company directorships include The Sherwin-Williams Company and Crown Castle International.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | May 2018 – Nov 2019 | Led day-to-day operations, strategic guidance, modernization of freight operations, and customer solutions |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | Sep 2006 – May 2018 | Oversaw U.S. operations; prior positions of increasing responsibility at FedEx before 2006 |
| FedEx Corporation (portfolio of companies) | Various management positions | Pre-2006 | Progressive operating and leadership roles across FedEx businesses |
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 (non-profit) | Director | 2012 – 2018 | Board service to child injury prevention non-profit |
Board Governance
- Independence: Serves as an Independent Board Member; all standing committees noted below are composed entirely of Independent Board Members per NYSE/NASDAQ standards for closed-end funds.
- Committee assignments: Audit Committee (member); Nominating & Governance Committee (member); Investment Committee (member); Closed-End Fund Committee (member).
- Attendance: Met the Board’s attendance policy—attended at least 75% of Board and applicable committee meetings in the last fiscal year.
- Tenure and classification: Director since 2020; Class III term through 2027 annual meeting; oversees 220 portfolios in the Fund Complex.
| Committee | Role | Chair Status | Notes |
|---|---|---|---|
| Audit Committee | Member | Chair: John K. Nelson | Independent; oversees financial reporting, auditors, and valuation policy. Thornton is not designated as an “audit committee financial expert.” |
| Nominating & Governance Committee | Member | Chair: Robert L. Young | Independent; oversees board composition, governance processes. |
| Investment Committee | Member | Co-Chairs: Joseph A. Boateng and Amy B.R. Lancellotta | Independent; oversees performance and investment risks. |
| Closed-End Fund Committee | Member | Chair: Albin F. Moschner | Independent; monitors premiums/discounts, leverage, distribution trends, market dynamics. |
Fixed Compensation
- Structure update effective January 1, 2025: Cash-only retainer model with committee membership and chair fees; ad hoc meeting fees and special assignment committee fees. No pension plan; optional deferred compensation program for independent board members.
| Component | Pre-2025 | Effective 2025 |
|---|---|---|
| Annual retainer (Independent Board Member) | $350,000 | $350,000 |
| Committee membership — Audit; Compliance/Risk/Regulatory | $30,000 each | $35,000 each |
| Committee membership — Investment | $20,000 | $30,000 |
| Committee membership — Dividend; Nominating & Governance; Closed-End Funds | $20,000 each | $25,000 each |
| Board Chair | $140,000 | $150,000 |
| Committee Chair — Audit; Compliance/Risk/Regulatory | $30,000 | $35,000 |
| Committee Chair — Investment | $20,000 | $30,000 |
| Committee Chair — Dividend; Nominating & Governance; Closed-End Funds | $20,000 each | $25,000 each |
| Ad hoc meeting fees | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting |
| Special assignment committees | Chair/Co-Chair: $1,250+ per quarter; Members: $5,000+ per quarter | Chair/Co-Chair: $1,250+ per quarter; Members: $5,000+ per quarter |
| Deferred Compensation Plan | Available; credited to book reserve, invested notionally in Nuveen funds; distributions in lump sum or 2–20 years | Unchanged |
| Fund (last fiscal year) | Aggregate Compensation to Matthew Thornton III ($) |
|---|---|
| Arizona Quality | $650 |
| California AMT-Free | $2,852 |
| California Value | $869 |
| California Quality | $8,360 |
| Massachusetts Quality | $517 |
| Total Compensation from Nuveen Funds Paid | $463,750 |
Performance Compensation
- No equity grants, options, or performance-linked incentives are disclosed for Independent Board Members; compensation is comprised of cash retainers and fees, with optional fee deferral under the Deferred Compensation Plan.
| Performance Metric | Tied to Compensation? | Details |
|---|---|---|
| Revenue/EPS/EBITDA targets | No | Proxy discloses retainers/fees; no performance metrics for director pay. |
| TSR percentile | No | Not disclosed for Independent Board Members. |
| ESG goals | No | Not disclosed for Independent Board Members. |
| PSUs/RSUs/Options | No | No stock or option awards disclosed; compensation is cash retainers/fees plus optional deferral. |
Other Directorships & Interlocks
| Company | Sector | Role | Committee Positions | Potential Interlock/Conflict Considerations |
|---|---|---|---|---|
| The Sherwin-Williams Company | Materials (Paints/Coatings) | Director | Audit; Nominating & Corporate Governance | No direct overlap with municipal bond strategies typical of Nuveen closed-end funds; low conflict risk. |
| Crown Castle International | Communications Infrastructure (REIT) | Director | Strategy; Compensation | Funds could hold REIT debt/equity broadly; no related-party transactions disclosed in proxy; monitor for fund holdings exposure. |
Expertise & Qualifications
- Operations and logistics leadership across FedEx businesses, including modernization of freight operations; strong oversight experience useful for investment fund risk, valuation, and audit oversight.
- Governance credentials: ELC and NACD membership; public company committee experience (Audit, Nominating & Governance; Strategy; Compensation).
- Education: B.B.A. (University of Memphis, 1980); M.B.A. (University of Tennessee, 2001).
Equity Ownership
- As of October 22, 2025, beneficial ownership in the specific listed funds (Arizona Quality; California AMT-Free; California Value; California Quality; Massachusetts Quality): $0 each; aggregate dollar range across all registered investment companies overseen in the family: Over $100,000.
| Fund | Beneficial Ownership ($) as of Oct 22, 2025 |
|---|---|
| Arizona Quality | $0 |
| California AMT-Free | $0 |
| California Value | $0 |
| California Quality | $0 |
| Massachusetts Quality | $0 |
| Aggregate range across all Nuveen registered investment companies overseen | Over $100,000 |
Governance Assessment
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Board effectiveness: Broad operations background, multi-committee membership (Audit, Nominating & Governance, Investment, Closed-End) supports oversight of valuation, performance, and governance; attendance meets policy thresholds (75%+).
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Independence: Classified as Independent; all cited committees are fully independent per listing standards; no disclosed related-party ties in committee narratives.
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Compensation alignment: Cash-based retainer structure avoids pay complexity; optional deferred compensation supports long-term alignment without equity or performance metrics (neutral for pay-for-performance).
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Ownership alignment: Aggregate “Over $100,000” across Nuveen fund family indicates some skin-in-the-game, though $0 in the specific funds listed; consider the breadth of fund complex exposure for alignment.
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Workload/Interlocks: Dual public boards (SWK, CCI) with committee duties may increase time demands; sectors are not directly overlapping with municipal closed-end funds—conflict risk appears limited; continue monitoring any fund holdings in Crown Castle securities.
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RED FLAGS: None disclosed in the proxy regarding attendance shortfalls, equity hedging/pledging, or related-party transactions for Mr. Thornton; director pay shows increased committee fees in 2025 but remains within a standardized retainer framework.