Matthew Thornton III
About Matthew Thornton III
Independent Board Member of Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX), born 1958; serving since 2020 and currently a Class III trustee with a term expiring at the 2027 annual meeting, deemed independent under the Investment Company Act of 1940 . Former Executive Vice President and COO of FedEx Freight (2018–2019) and Senior Vice President, U.S. Operations at FedEx Express (2006–2018), with 40+ years of operations leadership at FedEx . Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001) . Public-company board experience includes Sherwin-Williams (since 2014) and Crown Castle International (since 2020) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FedEx Freight Corporation (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | 2018–2019 | Responsible for day-to-day operations, strategic guidance, modernization of freight operations, and customer solutions . |
| Federal Express Corporation (FedEx Express) | Senior Vice President, U.S. Operations | 2006–2018 | Led U.S. operations for FedEx Express . |
| FedEx Corporation | Various management roles | Pre-2006 | Progressively senior management positions prior to 2006 . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Since 2014 | Member, Audit Committee; Member, Nominating & Corporate Governance Committee . |
| Crown Castle International | Director | Since 2020 | Member, Strategy Committee; Member, Compensation Committee . |
| Safe Kids Worldwide (non-profit) | Director | 2012–2018 | Board service focused on childhood injury prevention . |
| Executive Leadership Council (ELC) | Member | Since 2014 | Member of the premier organization of global Black senior executives . |
| National Association of Corporate Directors (NACD) | Member | Not specified | Professional director membership . |
Board Governance
- Independence: All nominees and current trustees are “not interested persons” of the Funds or the Adviser; Thornton is an Independent Board Member .
- Tenure & classification: Serving since 2020; Class III trustee with term to 2027; last elected April 12, 2024 as Class III .
- Committee assignments (QQQX and fund complex): Dividend Committee Chair; member of Audit, Nominating & Governance, Investment, and Closed-End Fund Committees .
- Attendance: Each Board Member attended at least 75% of board and applicable committee meetings in the last fiscal year .
- Board leadership: The Board has an independent Chair, Robert L. Young, under a unitary board structure across Nuveen funds .
| QQQX Meetings Held (last fiscal year) | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 9 |
| Executive Committee Meetings | 5 |
| Dividend Committee Meetings | 10 |
| Compliance, Risk Management & Regulatory Oversight Committee Meetings | 5 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 5 |
| Investment Committee Meetings | 4 |
| Closed-End Fund Committee Meetings | 4 |
Fixed Compensation
- Structure effective Jan 1, 2024: Annual retainer $350,000 for Independent Board Members; committee membership retainers and chair fees apply; ad hoc meeting fees in place .
- Committee chair role: As Dividend Committee Chair, Thornton’s chair retainer was $20,000 in 2024 and increased to $25,000 as of Jan 1, 2025 .
- QQQX-specific pay: Aggregate compensation from QQQX to Thornton in the last fiscal year was $3,482; total compensation from funds in the complex paid to Thornton was $463,750 .
| Component | 2024 Amount ($) | 2025 Amount ($) | Notes |
|---|---|---|---|
| Annual Retainer (Independent Board Members) | 350,000 | 350,000 | Applies to all Independent Board Members . |
| Audit Committee Membership Retainer | 30,000 | 35,000 | Applies per committee membership . |
| Compliance, Risk Mgmt & Regulatory Oversight Membership Retainer | 35,000 | 35,000 | Listed as 30,000 in 2024; increased to 35,000 in 2025 . |
| Investment Committee Membership Retainer | 20,000 | 30,000 | Increased in 2025 . |
| Dividend, Nominating, Closed-End Membership Retainers | 20,000 | 25,000 | Increased in 2025 . |
| Board Chair Retainer | 140,000 | 150,000 | Thornton is not Board Chair . |
| Audit/Compliance Chair Retainers | 30,000 | 35,000 | Per committee chair . |
| Investment Chair Retainer | 20,000 | 30,000 | Per committee chair . |
| Dividend/Nominating/Closed-End Chair Retainers | 20,000 | 25,000 | Thornton chairs Dividend . |
| Ad hoc Board/Committee Meeting Fees | 1,000–2,500 per meeting | 1,000–2,500 per meeting | Based on meeting length/immediacy . |
| Special Assignment Committee Quarterly Fees (Chair/Members) | Chair: from 1,250; Members: from 5,000 | Chair: from 1,250; Members: from 5,000 | Starting amounts . |
| QQQX Aggregate Compensation Paid to Thornton (last fiscal year) | Amount ($) |
|---|---|
| NASDAQ Dynamic Overwrite (QQQX) | 3,482 |
| Total from Funds in Fund Complex | 463,750 |
- Historical change: Prior to Jan 1, 2024, Independent Board Members received a $210,000 annual retainer plus per-meeting fees (e.g., Board $7,250/day, special Board $4,000, Audit/Closed-End/Investment $2,500, Compliance $5,000, Dividend $1,250), and Chair add-ons (Board Chair $140,000; committee chairs $20,000) . The move to higher fixed retainers (to $350,000) and standardized committee retainers in 2024–2025 increased fixed cash and reduced reliance on per-meeting fees .
Performance Compensation
- No equity awards (RSUs/PSUs), options, or performance-based incentive metrics for Independent Board Members are disclosed; proxy describes cash retainers/fees only and states there are no retirement or pension plans for the Funds .
- Deferred compensation plan is available on certain Nuveen funds; the table shows no deferred amounts attributed to Thornton for the listed Participating Funds in the last fiscal year .
| Performance-linked Compensation Element | Status |
|---|---|
| RSUs/PSUs (grant-date, shares, fair value) | Not disclosed for Independent Board Members . |
| Options (strike, expiration, vesting) | Not disclosed for Independent Board Members . |
| Performance Metrics (revenue, EBITDA, TSR, ESG) | Not applicable/disclosed for Independent Board Members . |
| Deferred Compensation Elections | No deferred amounts shown for Thornton in the Participating Funds table . |
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 . |
| Safe Kids Worldwide | Director | — | 2012–2018 . |
- Interlocks/conflicts: Proxy does not disclose any related-party transactions or interlocks involving Thornton with QQQX, the Adviser, or affiliates; all Board Members are independent of the Adviser and TIAA . The table of holdings in adviser-affiliated private vehicles lists Thomas J. Kenny, not Thornton .
Expertise & Qualifications
- Operations and logistics expertise from senior roles at FedEx (EVP/COO FedEx Freight; SVP U.S. Operations FedEx Express) .
- Public company governance experience (SW, CCI) with committee service on Audit, Compensation, Strategy, and Nominating & Governance .
- Recognitions: Black Enterprise “Most Powerful Executives in Corporate America” (2017) and Ebony Power 100 (2016) .
- Professional affiliations: Executive Leadership Council (since 2014); NACD member .
- Education: B.B.A. University of Memphis; M.B.A. University of Tennessee .
Equity Ownership
- Stock ownership guideline: Board Members are expected to invest at least the equivalent of one year of compensation in Nuveen/TIAA funds in the Fund Complex (directly or deferred) .
- As of Dec 31, 2024, each Board Member’s individual holdings in any fund were less than 1% of that fund’s outstanding shares; as of Feb 18, 2025, Thornton’s holdings in QQQX were 0 shares .
| Fund | Shares Owned | Dollar Range | % of Outstanding |
|---|---|---|---|
| NASDAQ Dynamic Overwrite (QQQX) | 0 | $0 | <1% |
| Floating Rate Income (JFR) | 29,000 | Over $100,000 | <1% |
| Aggregate across registered investment companies overseen (Family of Investment Companies) | — | Over $100,000 | — |
- Pledging/hedging: No disclosure of pledged shares or hedging policies for Independent Board Members in the proxy .
- Section 16 compliance: Funds report Board Members and officers complied with applicable Section 16(a) reporting requirements in the last fiscal year .
Governance Assessment
- Strengths: Independent status; broad operating and governance expertise; active engagement via chairing the Dividend Committee and serving on Audit, Investment, Nominating & Governance, and Closed-End Fund Committees; attendance ≥75% across board/committee meetings; extensive committee activity at QQQX (e.g., 14 Audit and 10 Dividend sessions last year) supporting oversight rigor .
- Alignment: Strong aggregate holdings across the Fund Complex (“Over $100,000”), and significant personal holdings in Floating Rate Income (29,000 shares); however, no direct ownership of QQQX is disclosed, which may temper fund-specific alignment .
- Compensation signals: Shift from $210,000 retainer with numerous per-meeting fees (2023) to $350,000 annual retainer plus standardized committee retainers (2024–2025) increases fixed cash; Thornton’s Dividend Committee chair fee rose from $20,000 (2024) to $25,000 (2025) reflecting expanded chair responsibilities, while QQQX-specific compensation remains modest due to allocation by net assets in a unitary board model .
- Conflicts/related-party exposure: No related-party transactions or adviser-affiliated holdings disclosed for Thornton; all trustees are independent from Nuveen/TIAA .
- RED FLAGS: None disclosed regarding legal proceedings, Section 16 delinquency, or related-party transactions; potential investor concern could be zero QQQX share ownership despite a governance principle to invest at least one year of compensation in complex funds—compliance status versus the principle is not explicitly stated for Thornton (aggregate range “Over $100,000” may be below one-year total compensation, but the proxy does not quantify exact amounts to confirm compliance) .