Matthew Thornton III
About Matthew Thornton III
Independent Board Member of Nuveen Core Equity Alpha Fund (JCE); born 1958; joined the Nuveen Funds Board in 2020. Class III Board Member with term expiring at the 2027 annual shareholder meeting; oversees 218 portfolios in the Fund Complex. Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001). Biography highlights: over 40 years of operations leadership at FedEx, including EVP & COO of FedEx Freight (2018–2019) and SVP, U.S. Operations at FedEx Express (2006–2018) .
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, strategy, modernization of freight ops, customer solutions |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversaw U.S. operations; prior increasing responsibility roles at FedEx |
| FedEx (corporate) | Various management roles | Pre-2006 | Progressive operational leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Sherwin-Williams Company | Director | Since 2014 | Audit; Nominating & Corporate Governance |
| Crown Castle International | Director | Since 2020 | Strategy; Compensation |
| Safe Kids Worldwide (non-profit) | Director | 2012–2018 | Board member |
| Executive Leadership Council; NACD | Member | Since 2014; member | Recognition by Black Enterprise (2017) and Ebony (2016) |
Board Governance
- Independence: All nominees and continuing Board Members (including Thornton) are not “interested persons” of the Funds or Adviser and have never been employees/directors of TIAA or Nuveen; deemed Independent Board Members .
- Committee assignments:
- Audit Committee member
- Nominating & Governance Committee member
- Investment Committee member
- Closed-End Fund Committee member
- Dividend Committee Chair
- Term and service: Class III; term to 2027 annual meeting; service since 2020 .
- Attendance: Each Board Member attended ≥75% of Board and applicable committee meetings in the last fiscal year .
- Meeting cadence for JCE (last fiscal year):
| Meeting Type | Count |
|---|---|
| Regular Board Meeting | 5 |
| Special Board Meeting | 9 |
| Executive Committee Meeting | 5 |
| Dividend Committee Meeting | 10 |
| Compliance, Risk Management & Regulatory Oversight Committee Meeting | 5 |
| Audit Committee Meeting | 14 |
| Nominating & Governance Committee Meeting | 5 |
| Investment Committee Meeting | 4 |
| Closed-End Fund Committee Meeting | 4 |
Fixed Compensation
- Structural shift: Prior to Jan 1, 2024 directors received lower annual retainer ($210,000) plus per-meeting fees; effective Jan 1, 2024 moved to higher fixed retainers and committee retainers, further increased effective Jan 1, 2025 .
| Component | 2023 | 2024 | Effective Jan 1, 2025 |
|---|---|---|---|
| Annual Director 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 retainer | $140,000 | $140,000 | $150,000 |
| Committee Chair retainer (Audit; Compliance) | $20,000 | $30,000 | $35,000 |
| Committee Chair retainer (Investment) | $20,000 | $20,000 | $30,000 |
| Committee Chair retainer (Dividend; N&G; Closed-End) | $20,000 | $20,000 | $25,000 |
| Ad hoc meeting fees | Determined by chair | $1,000 or $2,500 depending on length/immediacy | $1,000 or $2,500 |
| Special assignment committees | Chair/member: set by chair | Chair quarterly $1,250; members quarterly $5,000+ | Chair quarterly $1,250; members quarterly $5,000+ |
| CCO comp treatment | Paid by Adviser; Funds reimburse allocable incentive comp | Same | Same |
- Latest aggregate compensation: “Total Compensation from funds in the Fund Complex” paid to Thornton was $463,750 (latest fiscal year) .
| Director | Total Compensation from Fund Complex |
|---|---|
| Matthew Thornton III | $463,750 |
Performance Compensation
- Equity awards (RSUs/PSUs), options, performance-linked pay: none disclosed; director compensation is cash retainers and fees; Funds have no retirement or pension plans .
- Deferred compensation plan: available at certain Nuveen funds; credits follow notional investment in eligible funds; Thornton shows no deferred fee balances in the Participating Funds table (entries for his column are blank/none) .
| Element | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed |
| Option awards | None disclosed |
| Performance metrics tied to director pay | None disclosed |
| Deferred compensation (balances) | None shown for Thornton in Participating Funds table |
| Severance / Change-of-control | None disclosed |
| Clawback provisions | None disclosed |
| Tax gross-ups / perquisites | None disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Sherwin-Williams Company | Director (since 2014) | Audit; Nominating & Corporate Governance | Public issuer; Nuveen funds may invest broadly, but no specific related-party holdings disclosed for Thornton |
| Crown Castle International | Director (since 2020) | Strategy; Compensation | Same note as above |
- Related party transactions: Appendix A disclosure identifies board members with securities in companies advised by commonly controlled advisers; no such holdings are listed for Thornton .
Expertise & Qualifications
- Operational leadership: decades of logistics/operations experience at FedEx .
- Board governance: active roles across Audit, Strategy, Compensation, Nominating committees at public companies .
- Recognitions & affiliations: ELC member since 2014; NACD member; recognized by Black Enterprise (2017) and Ebony (2016) .
Equity Ownership
- Policy: Board Members are expected to invest at least the equivalent of one year of compensation in funds within the Fund Complex (directly or on a deferred basis) .
- Beneficial ownership (as of Dec 31, 2024) and dollar ranges:
| Fund | Dollar Range | Shares Owned |
|---|---|---|
| Nuveen Floating Rate Income Fund (JFR) | Over $100,000 | 29,000 |
| Nuveen Core Equity Alpha Fund (JCE) | $0 | 0 |
| Aggregate Range across registered investment companies in family | Over $100,000 | n/a |
- Ownership concentration: Each Board Member’s individual beneficial shareholdings of each Fund are <1% of outstanding; group holdings also <1% (as of Feb 18, 2025) .
- Pledging/hedging: No pledging or hedging disclosures; none indicated .
Governance Assessment
- Strengths:
- Clear independence with no TIAA/Nuveen employment history; extensive committee involvement, including Audit and chairing the Dividend Committee, supports oversight effectiveness .
- Attendance met the ≥75% threshold; JCE shows robust meeting cadence across committees, indicating active board engagement .
- External public company board experience on Audit, Compensation, and Governance committees adds relevant oversight expertise .
- Alignment and incentives:
- Compensation is predominantly fixed cash retainers plus committee retainers; no equity or performance-linked pay for directors, reducing misaligned incentives but offering limited direct performance linkage .
- Ownership guideline expects one year’s compensation invested in Fund Complex; Thornton’s aggregate dollar range is “Over $100,000,” while latest total fund-complex compensation was $463,750, making full guideline compliance unclear based on disclosed ranges (watch item) .
- Conflicts/related parties:
- No related-party transactions for Thornton disclosed; Appendix A shows none for him, mitigating conflict risk .
- External boards (Sherwin-Williams, Crown Castle) are typical for independent directors; no interlock issues or direct fund-related transactions identified for Thornton .
- Red flags and risk indicators:
- No equity/option or performance metrics tied to director pay; standard for closed-end funds, but investors may prefer stronger ownership alignment; monitor ownership guideline adherence .
- Less than 1% beneficial ownership of each fund is standard for diversified closed-end funds; no pledging/hedging disclosures (no issues flagged) .
Overall: Thornton brings deep operating expertise and multi-committee oversight, including Audit and Dividend chair responsibilities, with satisfactory attendance. Compensation is cash-based with available deferral, and no conflicts are disclosed; ownership alignment relative to the “one-year compensation” guideline is not fully evidenced by disclosed ranges and merits monitoring .