Matthew Thornton III
About Matthew Thornton III
Independent director of DIAX (Nuveen Dow 30 Dynamic Overwrite Fund) since 2020; born 1958; former FedEx senior operating executive with 40+ years of leadership experience. Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001). Oversees 218 portfolios across the Nuveen fund complex; currently serves as an Independent Board Member (not an “interested person” under the 1940 Act) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & COO | 2018–2019 | Led day-to-day operations, strategic guidance, modernization of freight operations, innovative customer solutions |
| FedEx Express (subsidiary of FedEx) | SVP, U.S. Operations | 2006–2018 | Managed U.S. operations; earlier held increasing responsibility roles at FedEx |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Since 2014 | Member: Audit; Nominating & Corporate Governance |
| Crown Castle International | Director | Since 2020 | Member: Strategy; Compensation |
| Safe Kids Worldwide® | Director (non-profit) | 2012–2018 | Board member focused on injury prevention |
| Executive Leadership Council (ELC) | Member | Since 2014 | Leadership network participation |
| National Association of Corporate Directors (NACD) | Member | N/A | Governance network participation |
Board Governance
- Independence: All current nominees and Board Members (including Thornton) are Independent Board Members under the 1940 Act; none have been employees or directors of TIAA or Nuveen .
- Term and service: Class III Board Member; term to 2027 annual meeting; service since 2020 .
- Attendance: Each Board Member attended 75% or more of Board and relevant committee meetings in the last fiscal year .
- Board Chair: Robert L. Young (Chair) .
| Committee | Role | Notes |
|---|---|---|
| Dividend Committee | Chair | Authorized to declare distributions; Thornton chairs alongside members Lancellotta, Kenny, Nelson, Starr (except Multi-Market Income) |
| Audit Committee | Member | Oversees financial reporting, auditor independence, valuation; members include Nelson (Chair), Lancellotta, Starr (except Multi-Market Income), Thornton, Wolff, Young |
| Investment Committee | Member | Oversees fund performance and investment risk; members include Boateng/Forrester (select funds), Lancellotta (Co-Chair), Kenny, Medero, Moschner, Nelson, Starr (except Multi-Market Income), Thornton, Toth, Wolff, Young |
| Nominating & Governance Committee | Member | All Independent Board Members; focuses on board composition and governance; chaired by Young |
| Closed-End Fund Committee | Member | Monitors premiums/discounts, leverage, distributions, market dynamics of Nuveen closed-end funds |
Fixed Compensation
Structure shifted meaningfully from meeting-based fees in 2023 to larger fixed retainers in 2024–2025.
| Component | 2023 Amount | 2024 Amount | 2025 Amount |
|---|---|---|---|
| Annual Board Retainer | $210,000 | $350,000 | $350,000 |
| Audit Committee membership | $2,500/meeting | $30,000 annual | $35,000 annual |
| Compliance, Risk Mgmt & Regulatory Oversight membership | $5,000/meeting | $30,000 annual | $35,000 annual |
| Investment Committee membership | $2,500/meeting | $20,000 annual | $30,000 annual |
| Dividend Committee membership | $1,250/meeting | $20,000 annual | $25,000 annual |
| Nominating & Governance membership | $500/meeting | $20,000 annual | $25,000 annual |
| Closed-End Funds Committee membership | $500/meeting | $20,000 annual | $25,000 annual |
| Board Chair fee | $140,000 | $140,000 | $150,000 |
| Audit/Compliance Committee Chair fee | $20,000 | $30,000 | $35,000 |
| Investment Committee Chair fee | $20,000 | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Chair fee | $20,000 | $20,000 | $25,000 |
| Ad hoc meeting fees | N/A | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting |
| Special assignment committees | Determined by Chair | Chair: $1,250/quarter; Members: $5,000/quarter | Same |
| Fund | Aggregate Compensation to Thornton (last FY) |
|---|---|
| DIAX (Dow Dynamic Overwrite) | $1,596 |
| Metric | Amount |
|---|---|
| Total compensation from funds in the Nuveen Fund Complex paid to Thornton (last FY) | $463,750 |
Performance Compensation
| Element | Disclosure for DIAX Independent Directors |
|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for directors; compensation described as retainers/fees; deferred compensation plan available (no equity grants) |
| Option awards | None disclosed |
| Performance metrics tied to pay | Not disclosed/applicable to Board pay |
| Deferred compensation election (DIAX) | No deferred fees recorded for Thornton in DIAX per the deferred fees table (Dow Dynamic Overwrite shows none for Thornton) |
| Pension/SERP | Funds do not have retirement or pension plans for Board members |
| Clawbacks/gross-ups | Not disclosed for Board |
| Severance/CoC provisions | Not applicable/not disclosed for Board |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock Note |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | DIAX may invest in public equities; potential overlap if DIAX holds SHW (not disclosed here) |
| Crown Castle International | Director | Strategy; Compensation | Potential overlap if DIAX holds CCI (not disclosed here) |
No related-party transactions or conflicts involving Thornton are disclosed in the proxy; all Board Members are independent under the 1940 Act .
Expertise & Qualifications
- Large-scale operations and logistics leadership (FedEx EVP/COO FedEx Freight; SVP U.S. Ops FedEx Express), relevant to risk oversight and distribution policy chairmanship .
- Recognitions: Black Enterprise “Most Powerful Executives in Corporate America” (2017); Ebony Power 100 (2016) .
- Governance credentials: ELC and NACD memberships .
- Not designated as an SEC “audit committee financial expert” (experts designated: Moschner, Nelson, Starr, Young) .
Equity Ownership
| Item | DIAX (Dow Dynamic Overwrite) | Fund Complex Aggregated |
|---|---|---|
| Shares beneficially owned (Dec 31, 2024) | 0 shares | N/A |
| Ownership % of outstanding shares | <1% (for each Board Member) | N/A |
| Dollar range of holdings | Not shown for DIAX in excerpt | Over $100,000 across registered investment companies overseen |
Board principle: each Board Member is expected to invest at least one year of compensation in the Nuveen fund complex (directly or on a deferred basis) . Specific compliance status for Thornton is not determinable from disclosed dollar-range categories.
Governance Assessment
- Strengths: Independent status; multi-committee engagement including chairing the Dividend Committee; strong attendance; significant external board experience on audit, governance, strategy, and compensation committees .
- Alignment watchpoint: No DIAX share ownership as of Dec 31, 2024; while he holds “Over $100,000” across the complex, DIAX-specific skin-in-the-game appears limited .
- Pay structure signal: Shift from 2023 meeting-based fees to higher fixed retainers in 2024–2025 increases guaranteed cash; potential reduction in direct linkage between workload and compensation, partly offset by committee chair/member retainers and ad hoc fees .
- Risk/Conflicts: External directorships at SHW and CCI introduce theoretical interlock exposure only if DIAX holds those securities; no related-party transactions disclosed and independence affirmed under the 1940 Act .
- Overall: Board effectiveness supported by committee leadership and broad operating expertise; primary investor-confidence considerations are DIAX-specific ownership alignment and the retainer-heavy compensation structure.