Matthew Thornton III
About Matthew Thornton III
Independent Board Member of Nuveen New York AMT‑Free Quality Municipal Income Fund (NRK) since 2020; born in 1958. Former EVP & COO of FedEx Freight and SVP, U.S. Operations at FedEx Express, with 40+ years of operating leadership; MBA (University of Tennessee) and B.B.A. (University of Memphis). Current public company directorships include Sherwin‑Williams (Audit and Nominating & Corporate Governance committees) and Crown Castle (Strategy and Compensation committees); recognized by Black Enterprise (2017) and Ebony (2016); member of ELC and NACD .
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, modernization of freight operations, and innovative customer solutions |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversight of U.S. operations; earlier progressed through multiple management roles at FedEx |
| Safe Kids Worldwide (non‑profit) | Director | 2012–2018 | Board service focused on childhood injury prevention |
External Roles
| Organization | Type | Role | Tenure | Committees | Notes |
|---|---|---|---|---|---|
| The Sherwin‑Williams Company | Public | Director | Since 2014 | Audit; Nominating & Corporate Governance | Paints/coatings company |
| Crown Castle International | Public | Director | Since 2020 | Strategy; Compensation | Communications infrastructure |
| Executive Leadership Council (ELC) | Association | Member | Since 2014 | — | Membership in global Black senior executive organization |
| National Association of Corporate Directors (NACD) | Association | Member | — | — | Professional director association membership |
Board Governance
- Independence: All Nuveen funds Board Members, including Thornton, are “Independent Board Members” (not “interested persons” of the Funds, TIAA, Nuveen or affiliates) .
- Board structure: Unitary board across Nuveen fund complex; independent Chair of the Board is Robert L. Young (Chair since 2025) .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year .
- Portfolios overseen: Thornton oversees 217 portfolios within the fund complex .
| Committee | Membership | Chair Role |
|---|---|---|
| Dividend Committee | Member | Chair (Thornton) |
| Audit Committee | Member | — |
| Nominating & Governance Committee | Member | — |
| Investment Committee | Member | — |
| Closed‑End Fund Committee | Member | — |
| Executive Committee | Not a member | — |
| Meeting Type (NRK) | FY ended Feb 29, 2024 | Stub Mar–Aug 31, 2024 |
|---|---|---|
| Regular Board Meetings | 4 | 3 |
| Special Board Meetings | 7 | 3 |
| Executive Committee | 3 | 4 |
| Dividend Committee | 10 | 4 |
| Compliance, Risk Mgmt & Regulatory Oversight | 4 | 2 |
| Audit Committee | 14 | 7 |
| Nominating & Governance | 6 | 2 |
| Investment Committee | 3 | 2 |
| Closed‑End Fund Committee | 4 | 2 |
Fixed Compensation
- Structure (effective Jan 1, 2025): Annual retainer plus committee membership and chair retainers; ad‑hoc meeting fees; special assignment committee fees; deferred compensation available .
| Element | Amount (USD) | Effective Date | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Members) | 350,000 | Jan 1, 2025 | Paid across fund complex |
| Audit Committee membership retainer | 35,000 | Jan 1, 2025 | Per member |
| Compliance, Risk Mgmt & Regulatory Oversight membership retainer | 35,000 | Jan 1, 2025 | Per member |
| Investment Committee membership retainer | 30,000 | Jan 1, 2025 | Per member |
| Dividend Committee membership retainer | 25,000 | Jan 1, 2025 | Per member |
| Nominating & Governance membership retainer | 25,000 | Jan 1, 2025 | Per member |
| Closed‑End Fund Committee membership retainer | 25,000 | Jan 1, 2025 | Per member |
| Board Chair additional retainer | 150,000 | Jan 1, 2025 | Independent Chair |
| Audit Committee Chair additional retainer | 35,000 | Jan 1, 2025 | Chair |
| Compliance Committee Chair additional retainer | 35,000 | Jan 1, 2025 | Chair |
| Investment Committee Chair additional retainer | 30,000 | Jan 1, 2025 | Chair/Co‑Chair |
| Dividend Committee Chair additional retainer | 25,000 | Jan 1, 2025 | Chair |
| Nominating & Governance Chair additional retainer | 25,000 | Jan 1, 2025 | Chair |
| Closed‑End Fund Committee Chair additional retainer | 25,000 | Jan 1, 2025 | Chair |
| Ad‑hoc meeting fees | 1,000–2,500 per meeting | Jan 1, 2025 | Length/immediacy dependent |
| Special assignment committee fees | Chair ≥1,250/quarter; Members ≥5,000/quarter | Jan 1, 2025 | Complexity‑based |
| Deferred Compensation Plan | Available | Ongoing | Book reserve tracking fund returns |
- NRK‑specific paid amounts to Thornton:
| Metric | FY ended Feb 29, 2024 | Stub Mar–Aug 31, 2024 |
|---|---|---|
| Aggregate compensation from NRK to Matthew Thornton III (USD) | 7,298 | 2,977 |
- Total compensation from Nuveen Funds (Fund Complex) paid to Thornton (latest disclosed): $575,750 .
Performance Compensation
| Metric | Disclosed? | Details |
|---|---|---|
| Annual/Target bonus | No | Independent directors compensated via retainers/fees; no bonus structure disclosed |
| Stock awards (RSUs/PSUs) | No | Not provided to independent fund directors; compensation is cash/deferred fees |
| Options | No | Not provided |
| Performance metrics (TSR, EBITDA, ESG) | No | Not applicable to director compensation at funds |
| Pension/SERP | No | Funds do not have retirement or pension plans |
| Clawbacks/COC/Gross‑ups | Not disclosed | No such provisions disclosed for independent directors |
Other Directorships & Interlocks
| Company | Role | Committees | Tenure |
|---|---|---|---|
| The Sherwin‑Williams Company | Director | Audit; Nominating & Corporate Governance | Since 2014 |
| Crown Castle International | Director | Strategy; Compensation | Since 2020 |
- Interlocks/conflicts: Proxy discloses Board Members owning securities in entities under common control with the adviser; Thornton is not listed in those related‑party holdings; only Thomas J. Kenny appears in that table . No business dealings or related party transactions involving Thornton are disclosed .
Expertise & Qualifications
- 40+ years of operations leadership at FedEx; freight modernization and customer solutions experience .
- Public board experience in industrials and telecom infrastructure; committee service across audit, governance, strategy, and compensation .
- Recognitions: Black Enterprise “Most Powerful Executives in Corporate America” (2017); Ebony Power 100 (2016) .
- Education: B.B.A. University of Memphis (1980); MBA University of Tennessee (2001) .
- Professional memberships: ELC; NACD .
Equity Ownership
| Item | Value |
|---|---|
| NRK shares beneficially owned by Thornton | 0 |
| Ownership as % of NRK shares outstanding | 0%; each Board Member’s individual holdings <1% of any Fund; Board Members and officers as a group beneficially owned <1% for each Fund |
| Aggregate dollar range of equity securities in all Nuveen registered investment companies overseen (Thornton) | Over $100,000 |
| Shares pledged/hedged | Not disclosed in proxy |
| Director stock ownership guideline | Each Board Member is expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex |
| Compliance with guideline | Not determinable from disclosed ranges |
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) reporting compliance | Funds state all Board Members/officers complied with Section 16(a) in the last fiscal year and the previous fiscal year |
| NRK Form 4/ownership changes for Thornton | None disclosed in proxy; beneficial ownership in NRK reported as 0 |
Fixed Compensation (Detail by Period and Mix)
| Component | Cash | Equity | Deferred |
|---|---|---|---|
| Annual/Committee retainers and chair fees | Yes (amounts above) | No | Optional via Deferred Compensation Plan (book reserve indexed to Nuveen funds) |
| Ad‑hoc and special assignment fees | Yes | No | Optional |
Performance Compensation (Metric Table)
| Performance Metric | Target | Actual | Payout Linkage |
|---|---|---|---|
| Not applicable for independent directors | — | — | Director pay not tied to performance metrics; no equity or bonus plans disclosed |
Governance Assessment
- Strengths: Independent status; broad committee engagement including Audit, Investment, Nominating, Closed‑End, and Chair of Dividend Committee; attendance at or above 75% threshold; significant multi‑industry board experience enhancing oversight of leverage, distributions, and risk in closed‑end funds .
- Ownership alignment: Aggregate Nuveen fund holdings “Over $100,000” and a Board guideline expects ≥ one year of compensation invested; however, NRK‑specific ownership is 0, and compliance with the guideline cannot be determined from ranges disclosed .
- Compensation: Purely fixed cash retainers/fees without performance linkages or equity—reduces pay‑for‑performance alignment concerns but may not directly align incentives with fund outcomes; deferred plan provides optional long‑term exposure to Nuveen funds .
- Conflicts/related‑party: No related‑party holdings or transactions disclosed for Thornton; not an employee or affiliate of TIAA/Nuveen; no Section 16(a) delinquencies reported—supportive of investor confidence .
RED FLAGS
- Zero direct ownership of NRK shares, despite dividend distribution leadership—could be viewed as a mild alignment concern specific to NRK even with aggregate fund exposure .
- Heavy workload across 217 portfolios plus multiple committee roles; while attendance meets thresholds, ongoing monitoring for overboarding risk is prudent given the breadth of responsibilities .