Matthew Thornton III
About Matthew Thornton III
Matthew Thornton III (born 1958) is an Independent Board Member of Nuveen Minnesota Quality Municipal Income Fund (NMS), serving since 2020; he brings over 40 years of operating leadership from FedEx, where he retired in 2019 as EVP and COO of FedEx Freight after serving as SVP, U.S. Operations at FedEx Express from 2006–2018 . He holds a B.B.A. (University of Memphis, 1980) and an M.B.A. (University of Tennessee, 2001), and is a member of the Executive Leadership Council (ELC) and the National Association of Corporate Directors (NACD), with recognition from Black Enterprise (2017) and Ebony (2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | 2018–2019 | Led day-to-day operations, strategic guidance, freight modernization, and customer solutions . |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversaw U.S. operations; earlier held various management roles at FedEx . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Since 2014 | Audit; Nominating & Corporate Governance . |
| Crown Castle International | Director | Since 2020 | Strategy; Compensation . |
| Safe Kids Worldwide (non-profit) | Director (prior) | 2012–2018 | Board service focused on childhood injury prevention . |
| Executive Leadership Council | Member | Since 2014 | Senior executive leadership network . |
| NACD | Member | N/A | Corporate governance association membership . |
Board Governance
- Independence: Classified as an “Independent Board Member” under the 1940 Act and independent of TIAA/Nuveen and affiliates; committee membership composed entirely of Independent Board Members .
- Committee memberships (NMS fund complex):
- Nominating & Governance Committee: Member; committee chaired by Robert L. Young .
- Investment Committee: Member; co-chaired by Joseph A. Boateng and Amy B.R. Lancellotta .
- Election class/tenure context: Designated as a Class III Board Member with terms expiring at the 2027 annual meeting across multiple Nuveen funds; certain funds noted holdover status from 2024 meetings due to quorum/majority-vote conditions (does not change independence status) .
- Ownership guideline: Board members are expected to invest at least the equivalent of one year of compensation in funds within the complex (directly or deferred) .
Fixed Compensation
Director fee structure (Independent Board Members; applicable to Thornton as a member unless chair roles apply):
| Component | 2023 (pre-structural change) | 2024 (new structure) | 2025 (updated amounts) |
|---|---|---|---|
| Annual retainer | $210,000 | $350,000 | $350,000 |
| Audit Committee membership retainer | $0 (per-meeting fees instead) | $30,000 | $35,000 |
| Compliance, Risk Mgmt & Regulatory Oversight membership retainer | $0 (per-meeting fees instead) | $30,000 | $35,000 |
| Investment Committee membership retainer | $0 (per-meeting fees instead) | $20,000 | $30,000 |
| Dividend Committee membership retainer | $0 (per-meeting fees instead) | $20,000 | $25,000 |
| Nominating & Governance membership retainer | $0 (per-meeting fees instead) | $20,000 | $25,000 |
| Closed-End Funds Committee membership retainer | $0 (per-meeting fees instead) | $20,000 | $25,000 |
| Board Chair/Co-Chair retainer | $140,000 (if applicable) | $140,000 | $150,000 |
| Committee Chair/Co-Chair retainers (Audit/Compliance) | $20,000 (committee chairs generally) | $30,000 | $35,000 |
| Committee Chair (Investment) | $20,000 | $20,000 | $30,000 |
| Committee Chair (Dividend/Nom & Gov/CEF) | $20,000 | $20,000 | $25,000 |
| Meeting fees (Board) | $7,250 per day (regular) | N/A (moved to retainers) | N/A |
| Meeting fees (special Board) | $4,000 per meeting | Ad hoc $1,000 or $2,500 based on length/immediacy | Ad hoc $1,000 or $2,500 |
| Committee meeting fees (Audit/CEF/Investment) | $2,500 per meeting | N/A (moved to retainers) | N/A |
| Committee meeting fees (Compliance/Risk/Reg Oversight) | $5,000 per meeting | N/A (moved to retainers) | N/A |
| Dividend Committee meeting fees | $1,250 per meeting | N/A (moved to retainers) | N/A |
| Other committee meeting fees | $500 per meeting; $100 pricing committee (IPOs) | N/A (moved to retainers) | N/A |
| Site visit fee | $5,000 per day (no Board meeting day) | N/A (not specified post-change) | N/A |
Aggregate compensation totals reported for Thornton (across fund complex; last fiscal year shown in each proxy):
| Metric | Reported in 2023 Proxy | Reported in 2025 Proxy (last fiscal year) |
|---|---|---|
| Total Compensation ($) | $390,250 | $463,750 |
Performance Compensation
| Element | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed; director compensation described as cash retainers/committee retainers and meeting/ad hoc fees . |
| Options (strike, vesting) | Not disclosed for Independent Board Members . |
| Performance metrics tied to pay | Not disclosed; no TSR/EBITDA/ESG metrics indicated for director compensation . |
| Deferred compensation | Deferred Compensation Plan available for Independent Board Members across participating funds (lump sum or 2–20 year distributions; value tracked to eligible Nuveen funds) . |
| Pension/SERP | Funds have no retirement or pension plans . |
| Clawback provisions | Not disclosed for Independent Board Members . |
| Change-of-control/severance | Not disclosed for Independent Board Members . |
| Tax gross-ups | Not disclosed for Independent Board Members . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock Considerations |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | Industrial exposure (paints/coatings); no related-party transactions noted in NMS proxy excerpts . |
| Crown Castle International | Director | Strategy; Compensation | Communications infrastructure oversight; no related-party transactions noted in NMS proxy excerpts . |
Expertise & Qualifications
- Large-scale operations and logistics leadership from FedEx (EVP/COO FedEx Freight; SVP U.S. Operations FedEx Express) .
- Boardroom governance expertise via audit and nominating roles at Sherwin-Williams and strategy/compensation roles at Crown Castle .
- Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001) .
- Recognitions: Black Enterprise’s 2017 “Most Powerful Executives in Corporate America”; Ebony’s 2016 “Power 100” .
- Professional affiliations: ELC and NACD membership .
Equity Ownership
As of December 31, 2024 (and February 18, 2025 threshold disclosure):
| Fund | Shares Owned | % of Class | Dollar Range (if provided) |
|---|---|---|---|
| Nuveen Minnesota Quality Municipal Income Fund (NMS) | 0 | <1% (directors’ holdings each <1%) | $0 . |
| Nuveen Floating Rate Income Fund | 29,000 | <1% (directors’ holdings each <1%) | Over $100,000 . |
| Aggregate holdings across registered investment companies overseen | N/A | N/A | Over $100,000 . |
Notes: As of February 18, 2025, each Board Member’s individual beneficial holdings in each Fund were less than 1% of outstanding shares; group holdings also <1% per fund .
Governance Assessment
- Independent status and committee service: Thornton is an Independent Board Member serving on Nominating & Governance and Investment Committees, reinforcing board oversight on performance, risk, and director nominations/standards .
- Compensation structure shift: Board moved from per-meeting fee model to higher fixed annual retainer plus committee retainers in 2024, with 2025 increases for certain committee memberships and chair roles; Thornton’s reported total compensation increased versus prior proxy-reported totals, reflecting the shift to fixed retainers .
- Ownership alignment principle: Board guideline expects investment equivalent to one year of compensation; Thornton’s aggregate range of fund holdings is “Over $100,000,” with specific direct holdings disclosed at Floating Rate Income; NMS holding is zero; compliance status is not explicitly stated in the proxy .
- Shareholder election context: Holdover trustee status noted in 2024 for certain funds due to quorum/majority vote mechanics; this is procedural and does not affect independence classification .