Matthew Thornton III
About Matthew Thornton III
Matthew Thornton III (born 1958) is an Independent Board Member of Nuveen Floating Rate Income Fund (JFR), serving since 2020, with his current term as a Class III trustee expiring at the 2027 annual meeting . He retired in November 2019 as Executive Vice President and Chief Operating Officer of FedEx Freight; previously he was Senior Vice President, U.S. Operations at FedEx Express from 2006 to 2018 . Thornton holds a B.B.A. from the University of Memphis (1980) and an M.B.A. from the University of Tennessee (2001), and currently serves on the boards of The Sherwin-Williams Company and Crown Castle International .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & COO | 2018–2019; retired Nov 2019 | Led day-to-day operations, strategic guidance, modernization of freight operations |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversaw U.S. operations; prior roles included management positions across FedEx |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Since 2014 | Audit; Nominating & Corporate Governance |
| Crown Castle International | Director | Since 2020 | Strategy; Compensation |
| Safe Kids Worldwide | Director | 2012–2018 | Not specified (non-profit) |
Board Governance
- Independence: The Nuveen Funds board (including JFR) confirms all nominees and members are “Independent Board Members” (not “interested persons” under the 1940 Act) .
- Tenure and classification: Thornton is a Class III trustee, serving since 2020; term through the 2027 annual meeting .
- Committee leadership and memberships:
- Dividend Committee: Chair; members include Thornton, Lancellotta, Kenny, Nelson, Starr (for all funds other than Multi-Market Income) .
- Audit Committee: Member; Audit Committee oversees financial reporting, auditor independence, and valuation; Nelson is Chair .
- Nominating & Governance Committee: Member; oversees board composition, governance processes, and board evaluation .
- Investment Committee: Member; oversees fund performance and investment risk management .
- Closed‑End Fund Committee: Member; oversees Nuveen closed‑end funds’ premiums/discounts, leverage, distribution data .
- Attendance: Each Board Member attended at least 75% of board and applicable committee meetings in the last fiscal year .
| JFR Board & Committee Meetings (last fiscal year) | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 8 |
| Executive Committee Meetings | 8 |
| Dividend Committee Meetings | 8 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee Meetings | 6 |
| 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, Independent Board Members receive a base retainer plus annual retainers for committee memberships and chair roles; retainers increased in 2025. Ad hoc meeting fees and special assignment stipends also apply .
| Component | 2024 Annual Retainer ($) | 2025 Annual Retainer ($) |
|---|---|---|
| Independent Board Member Base Retainer | 350,000 | 350,000 |
| Audit Committee Member | 30,000 | 35,000 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee Member | 30,000 | 35,000 |
| Investment Committee Member | 20,000 | 30,000 |
| Dividend Committee Member | 20,000 | 25,000 |
| Nominating & Governance Committee Member | 20,000 | 25,000 |
| Closed‑End Fund Committee Member | 20,000 | 25,000 |
| Board Chair (independent) | 140,000 | 150,000 |
| Audit/Compliance Committee Chair | 30,000 | 35,000 |
| Investment Committee Chair | 20,000 | 30,000 |
| Dividend/NomGov/Closed‑End Committee Chair | 20,000 | 25,000 |
| Ad hoc Board/Committee meeting fee | 1,000–2,500 per meeting | 1,000–2,500 per meeting |
| Special assignment committee (Chair; Member) | 1,250 quarterly (chair); 5,000 quarterly (member) | 1,250 quarterly (chair); 5,000 quarterly (member) |
| Metric | Value |
|---|---|
| Aggregate compensation paid to Thornton by JFR (last fiscal year) | 5,926 |
| Total compensation from funds in the Nuveen Fund Complex paid to Thornton (last fiscal year) | 463,750 |
| Deferred fees elected by Thornton (Participating Funds) | None indicated in deferred fees table |
Performance Compensation
- The proxy describes retainers and fees for board and committee service; no performance‑based metrics or equity awards for Independent Board Members are disclosed .
Other Directorships & Interlocks
| Company | Role | Committee Assignments |
|---|---|---|
| The Sherwin-Williams Company | Director (since 2014) | Audit; Nominating & Corporate Governance |
| Crown Castle International | Director (since 2020) | Strategy; Compensation |
No board member holdings of companies under common control with the Funds’ investment adviser are listed for Thornton as of September 30, 2024 (the related holdings table lists Kenny but not Thornton) .
Expertise & Qualifications
- 40+ years of leadership and operating experience in transportation/logistics at FedEx, with COO responsibility at FedEx Freight and SVP operations leadership at FedEx Express .
- Public company board experience in industrials (Sherwin‑Williams) and communications infrastructure (Crown Castle), spanning audit, governance, strategy, and compensation committee work .
- Recognitions include Black Enterprise’s 2017 “Most Powerful Executives in Corporate America” and Ebony’s 2016 Power 100; memberships in ELC and NACD .
Equity Ownership
| Metric | JFR | Fund Complex Aggregate |
|---|---|---|
| Shares beneficially owned (as of Dec 31, 2024) | 29,000 | |
| Dollar range of equity securities beneficially owned | Over $100,000 | |
| Ownership as % of JFR outstanding | Less than 1% | |
| Aggregate range of equity securities across registered investment companies overseen | Over $100,000 |
Governance principle: each Board Member is expected to invest at least the equivalent of one year of compensation in funds across the Fund Complex; compliance status per individual is not disclosed .
Governance Assessment
- Board effectiveness: Thornton chairs the Dividend Committee and serves on Audit, Nominating & Governance, Investment, and Closed‑End Fund Committees, aligning his operations background with distribution oversight and risk/compliance frameworks . Meeting cadence at JFR is high (14 Audit; 8 Dividend; 5+ regular/special board), and he met the 75%+ attendance threshold, supporting engagement .
- Independence and oversight: Explicitly independent under the 1940 Act; Audit Committee structure and charter emphasize auditor independence, valuation oversight, and SEC/NASDAQ standards compliance .
- Alignment: He holds 29,000 JFR shares and is disclosed as “Over $100,000” in dollar range for JFR, with aggregate fund complex holdings “Over $100,000”; an expectation exists to invest at least one year of compensation complex‑wide, but the proxy does not state individual compliance .
- Conflicts and related‑party exposure: No related‑party transactions or adviser‑affiliated company holdings are disclosed for Thornton; Section 16 filing compliance is affirmed for the last fiscal year .
RED FLAGS
- None disclosed regarding related‑party transactions, pledging/hedging of fund shares, or delinquent Section 16 filings for Thornton .
- Time commitments: Thornton oversees 218 portfolios across the Fund Complex and holds two public company directorships, which may raise capacity considerations for investors monitoring multi‑board service loads .