Matthew Thornton III
About Matthew Thornton III
Independent Class III Board Member of Nuveen Massachusetts Quality Municipal Income Fund (NMT), born 1958, serving since 2020 with current term expiring at the 2027 annual meeting. Career operator with 40+ years at FedEx, retiring as EVP and COO of FedEx Freight in 2019; holds a B.B.A. from the University of Memphis (1980) and an M.B.A. from the University of Tennessee (2001) . He is recognized for operational leadership, is a member of NACD and the Executive Leadership Council, and serves on two NYSE-listed boards (Sherwin-Williams and Crown Castle) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | May 2018–Nov 2019 | Responsible for day-to-day operations, strategic guidance, modernization of freight operations, and innovative customer solutions . |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | Sep 2006–May 2018 | Led U.S. operations; prior roles included various increasing-responsibility management positions at FedEx . |
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 . |
| Safe Kids Worldwide | Director (non-profit) | 2012–2018 | Board service; organization focused on preventing childhood injuries . |
| Executive Leadership Council; NACD | Member | Since 2014 (ELC) | Professional networks for senior executives and directors . |
Board Governance
- Independence: Classified by the Board as an “Independent Board Member” (not an interested person under the 1940 Act; never an employee or director of TIAA or Nuveen) .
- Committee assignments:
- Dividend Committee: Chair .
- Audit Committee: Member .
- Nominating & Governance Committee: Member .
- Investment Committee: Member .
- Closed-End Funds Committee: Member .
- Years of service: Since 2020; current Class III term through the 2027 annual meeting .
- Attendance: Met the policy threshold—attended ≥75% of Board and committee meetings during the last fiscal year .
- Board structure: Unitary board across the Nuveen fund complex; Independent Chair (Robert L. Young). Staggered terms can delay replacement of a majority of the Board by up to two years, an entrenchment risk to note .
| Committee | Role | Notes |
|---|---|---|
| Dividend Committee | Chair | Declares distributions; operates under written charter . |
| Audit Committee | Member | Oversees financial reporting, valuation; Audit Committee financial experts designated among members (Boateng, Nelson, Starr, Young) . |
| Nominating & Governance | Member | Oversees board composition, evaluation, governance guidelines . |
| Investment Committee | Member | Oversight of performance and investment risks . |
| Closed-End Funds | Member | Reviews premiums/discounts, leverage, repurchases, market trends . |
Board and committee meeting counts (last fiscal year for NMT):
- Regular Board: 5; Special Board: 10; Executive Committee: 4; Dividend: 8; Compliance: 4; Audit: 13; Nominating & Governance: 6; Investment: 4; Closed-End Funds: 4 .
Fixed Compensation
Director pay is cash-based with retainer and committee fees; no pension. Deferred compensation elective via a fund share-equivalent plan.
| Component | Amount | Effective |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Jan 1, 2025 . |
| Committee membership retainers | Audit: $35,000; Compliance/Risk: $35,000; Investment: $30,000; Dividend: $25,000; Nominating & Governance: $25,000; Closed-End Funds: $25,000 | Jan 1, 2025 . |
| Chair retainers | Board Chair: $150,000; Audit Chair: $35,000; Compliance Chair: $35,000; Investment Chair: $30,000; Dividend/Nominating/Closed-End Chairs: $25,000 | Jan 1, 2025 . |
| Ad hoc meeting fees | $1,000 or $2,500 depending on length/immediacy | Ongoing . |
| Special assignment committees | Chair/Co-Chair: quarterly fee starting $1,250; Members: quarterly fee starting $5,000 | Ongoing . |
| Deferred Compensation Plan | Elective deferral to book reserve accounts tracked to Nuveen funds; distributions lump sum or 2–20 years | Plan overview . |
NMT-specific aggregate compensation paid (last fiscal year):
- NMT paid Matthew Thornton III: $517; total from Nuveen funds paid to Thornton: $463,750 .
Deferred fees by fund (last fiscal year):
- NMT (Massachusetts Quality): $0 deferred for Matthew Thornton III .
Performance Compensation
No performance-based compensation or metrics apply to Independent Board Members; director compensation is fixed via retainers and fees, with optional deferral.
| Performance Metric Category | Disclosure | Notes |
|---|---|---|
| Revenue/EBITDA/TSR-based metrics | None | No performance targets tied to Independent Board Member compensation . |
| Clawbacks/COC provisions | Not applicable | Governance for directors’ fixed fees not linked to COC/clawbacks . |
Other Directorships & Interlocks
| Company | Industry | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| The Sherwin-Williams Company | Paints/Coatings | Director | Audit; Nominating & Corporate Governance | No disclosed related-party transactions with NMT; industry unrelated to muni bond fund operations . |
| Crown Castle International | Communications infrastructure (REIT) | Director | Strategy; Compensation | No disclosed related-party transactions with NMT; industry unrelated to muni bond fund operations . |
Expertise & Qualifications
- Senior operating executive with large-scale logistics and operations leadership at FedEx; experience modernizing operations and customer solutions .
- Public company board governance experience across audit, compensation, and strategy committees .
- Professional affiliations (NACD; ELC) and recognition (Black Enterprise 2017; Ebony Power 100 in 2016) underscore governance engagement and leadership profile .
- Educational credentials: B.B.A. (University of Memphis); M.B.A. (University of Tennessee) .
Equity Ownership
| Item | Value/Status |
|---|---|
| Shares beneficially owned in NMT | 0 . |
| Aggregate dollar range of equity securities in Nuveen fund complex | Over $100,000 . |
| Ownership as % of NMT outstanding | <1% (for each individual Board Member) . |
| Pledging/Hedging | Not disclosed; no pledging noted . |
| Ownership guidelines | Expected to invest at least one year of compensation in funds of the complex (directly or deferred) . |
| Guideline compliance | Indeterminate from ranges; “Over $100,000” disclosed but exact amount vs. $350,000 guideline not specified . |
Governance Assessment
-
Positives:
- Independent director with broad operating expertise; chairs Dividend Committee and serves on key committees (Audit, Investment, Nominating & Governance, Closed-End Funds) .
- Attendance at or above policy threshold; indicates engagement .
- Compensation structure is transparent and standardized across committees; no equity or incentive structures that could misalign with fund shareholders .
- No related-party transactions or Section 16(a) delinquency issues disclosed; clean compliance .
-
Watch items / RED FLAGS:
- Staggered board terms can delay shareholder-driven board changes—potential entrenchment risk .
- Zero NMT share ownership despite stated guideline to invest at least one year of compensation in complex funds; aggregate “Over $100,000” ownership is disclosed but does not confirm full compliance with guideline magnitude. Consider monitoring ownership alignment over time .
- Multiple public board commitments (Sherwin-Williams, Crown Castle) could pose time-allocation scrutiny during periods of elevated fund governance workload .
-
Signals for investors:
- Dividend oversight leadership (committee chair) is directly relevant for a closed-end income fund; supports distribution policy rigor .
- Active participation on Audit and Closed-End Funds Committees aligns with oversight of valuation, leverage, and discount management—key drivers of CEF investor outcomes .
Note: Director compensation and ownership disclosures are fund-complex wide and reported as ranges by fund; specific NMT holdings are disclosed as zero. No director performance pay or insider trading activity is disclosed in the proxy materials .