Matthew Thornton III

About Matthew Thornton III

Matthew Thornton III (born 1958) is an Independent Board Member of Nuveen Virginia Quality Municipal Income Fund (NPV) and serves as a Class III trustee with a term expiring at the 2027 annual meeting; he has served on the Nuveen Funds boards since 2020 . He brings over 40 years of operating leadership from 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) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all nominees and continuing trustees, including Thornton, are “Independent Board Members” (not “interested persons” under the 1940 Act; no prior employment by TIAA/Nuveen or affiliates) .
• Committee assignments at Nuveen Funds:
  • Dividend Committee: Chair (Thornton), members include Lancellotta, Kenny, Nelson, Starr; NPV is among covered funds .
  • Audit Committee: Member; Audit Committee chaired by Nelson; designated financial experts are Moschner, Nelson, Starr, Young (Thornton is not designated as financial expert) .
  • Nominating & Governance Committee: Member; chaired by Young .
  • Investment Committee: Member; co-chaired by Boateng and Lancellotta .
  • Closed-End Fund Committee: Member; chaired by Moschner .
  • Executive Committee: Members are Young (Chair), Kenny, Nelson, Toth (Thornton is not listed) .
  • Compliance, Risk Management & Regulatory Oversight Committee: Members include Wolff (Chair), Forrester, Kenny, Medero, Moschner, Toth (Thornton is not listed) .
• Attendance: During the last fiscal year, each Board Member attended 75% or more of Board and committee meetings for the period served (applies to NPV) .
• Meeting cadence for NPV (last fiscal year): 5 regular Board, 8 special Board, 8 Executive, 10 Dividend, 6 Compliance, 15 Audit, 5 Nominating/Governance, 4 Investment, 4 Closed-End .
• Board leadership: Independent Chair is Robert L. Young; Board uses a unitary structure across Nuveen Funds to enhance governance consistency and oversight of common policies .

Fixed Compensation

• Structure (effective January 1, 2024; increases as noted for 2025):
  • Annual Board retainer: $350,000 .
  • Committee membership retainers (2025 levels): Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End Funds $25,000 .
  • Committee chair retainers (2025 levels): Audit/Compliance $35,000; Investment $30,000; Dividend/Nominating & Governance/Closed-End Funds $25,000; Board Chair $150,000 .
  • Ad hoc meetings: $1,000 or $2,500 depending on length/immediacy; Special assignment committees: chair/co-chair quarterly fee starting at $1,250; members quarterly fee starting at $5,000 .
  • Deferred compensation plan available; elections credited to fund book accounts mirroring Nuveen fund share performance, with lump-sum or multi-year distributions .
• NPV-specific compensation (last fiscal year):
  • Aggregate compensation paid by NPV to Thornton: $1,058 .
  • Total compensation from funds in the Nuveen Fund Complex paid to Thornton: $463,750 .

Performance Compensation

• Independent Board Members do not receive performance-based equity or cash incentives (no RSUs/PSUs/options, TSR or financial metric targets disclosed for directors) .

Other Directorships & Interlocks

• The proxy includes a disclosure of board members owning securities in companies advised by entities under common control with the Adviser; Thornton is not listed among those with such holdings (example provided for Thomas J. Kenny) .

Expertise & Qualifications

• Deep operating leadership in logistics and large-scale operations from FedEx roles; brings process modernization and customer solutions experience relevant to fund distribution policies and oversight of service providers .
• Governance experience across public boards (Sherwin-Williams, Crown Castle) with Audit, Compensation, Strategy, and Nominating committee service .
• Recognitions by Black Enterprise (2017 Most Powerful Executives in Corporate America) and Ebony (2016 Power 100); active in ELC and NACD .

Equity Ownership

• Board ownership guideline: Each Board Member is expected to invest at least the equivalent of one year of compensation in funds within the Nuveen Fund Complex (directly or on a deferred basis) .
• Beneficial ownership as of Dec 31, 2024: Thornton’s dollar range across all registered investment companies overseen: “Over $100,000” .
• Fund-level positions:
  • NPV: Dollar range $0; shares owned: 0 .
  • Floating Rate Income fund: Dollar range “Over $100,000”; shares owned: 29,000 .
• Ownership concentration: As of Feb 18, 2025, Thornton’s individual beneficial holdings in each Fund constitute less than 1% of outstanding shares (applies to all Board Members) .

Governance Assessment

• Strengths:
  • Independence confirmed; no TIAA/Nuveen employment history; independent board chair; robust committee engagement across audit, investment, governance, and closed-end oversight .
  • Dividend Committee leadership indicates active involvement in distribution policy—key for closed-end fund investor outcomes .
  • Attendance threshold met (≥75% of meetings) and high meeting cadence at NPV supports engaged oversight .
• Alignment and incentives:
  • Board principle expects one-year compensation invested in Nuveen funds; deferred compensation available; Thornton holds “Over $100,000” across fund complex and maintains direct holdings in Floating Rate Income .
• Risks/Red Flags:
  • No related-party transactions disclosed regarding Thornton; Section 16(a) filings compliant in the last fiscal year (reduces governance risk) .
  • Not designated as an “audit committee financial expert,” though serves on Audit Committee—mitigated by multiple experts on the committee (Nelson, Moschner, Starr, Young) .

Overall signal: Independent, multi-committee engagement with dividend policy leadership; no disclosed conflicts; attendance and structure support board effectiveness at NPV .