Matthew Thornton III
About Matthew Thornton III
Matthew Thornton III (born 1958) is an Independent Board Member of Nuveen Global High Income Fund (JGH), serving since 2020 and currently a Class III member with a term expiring at the 2027 annual meeting of shareholders or until a successor is duly elected and qualified . He retired from FedEx Freight Corporation in November 2019 as Executive Vice President and Chief Operating Officer, and previously served as Senior Vice President, U.S. Operations at FedEx Express from 2006 to 2018; he holds a B.B.A. from the University of Memphis (1980) and an M.B.A. from the University of Tennessee (2001) . He oversees 218 portfolios in the broader fund complex, reflecting significant governance scope . He is deemed independent under the Investment Company Act of 1940 and has never been an employee or director of TIAA or Nuveen or any affiliate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight Corporation | Executive Vice President & Chief Operating Officer | May 2018 – Nov 2019 | Responsible for day-to-day operations, strategic guidance, modernization of freight operations, delivering innovative customer solutions |
| Federal Express (FedEx Express) | Senior Vice President, U.S. Operations | Sep 2006 – May 2018 | Led U.S. operations; broad leadership in transportation and logistics |
| FedEx (various subsidiaries) | Management roles of increasing responsibility | Pre–Sep 2006 | Progressive operating and leadership roles across FedEx |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Since 2014 | Audit Committee; Nominating & Corporate Governance Committee |
| Crown Castle International | Director | Since 2020 | Strategy Committee; Compensation Committee |
| Safe Kids Worldwide (non-profit) | Director | 2012 – 2018 | Board membership focused on childhood injury prevention |
Board Governance
- Independence: Classified as an Independent Board Member under the 1940 Act; not an employee or director of TIAA or Nuveen or any affiliate .
- Tenure and Class: Joined the Board in 2020; Class III for JGH with term to 2027 .
- Committee assignments:
- Dividend Committee: Chair .
- Audit Committee: Member .
- Investment Committee: Member .
- Closed-End Fund Committee: Member .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings during the last fiscal year .
Board and committee meeting activity levels for JGH (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
Compensation framework transition (oldest → newest):
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $210,000 | $350,000 | $350,000 |
| Audit Committee membership retainer | Per-meeting $2,500 (see 2023 row) | $30,000 | $35,000 |
| Compliance, Risk Mgmt & Regulatory Oversight membership retainer | Per-meeting $5,000 | $30,000 | $35,000 |
| Investment Committee membership retainer | Per-meeting $2,500 | $20,000 | $30,000 |
| Dividend Committee membership retainer | Per-meeting $1,250 | $20,000 | $25,000 |
| Nominating & Governance Committee membership retainer | Per-meeting $500 | $20,000 | $25,000 |
| Closed-End Fund Committee membership retainer | Per-meeting $500 | $20,000 | $25,000 |
| Board Chair retainer (for Chair/Co-Chair) | $140,000 | $140,000 | $150,000 |
| Audit & Compliance Committee Chair retainer | $20,000 | $30,000 | $35,000 |
| Investment Committee Chair retainer | $20,000 | $20,000 | $30,000 |
| Dividend, Nominating, Closed-End Committee Chair retainer | $20,000 | $20,000 | $25,000 |
| Ad hoc Board/Committee meeting fees | N/A | $1,000 or $2,500 per meeting based on length/immediacy | $1,000 or $2,500 per meeting based on length/immediacy |
Aggregate compensation paid to Thornton:
| Fund | Last Fiscal Year Compensation ($) |
|---|---|
| Nuveen Global High Income Fund (JGH) | 1,162 |
| Total from funds in the Fund Complex | 463,750 |
Additional notes:
- Deferred Compensation Plan available: Board members may elect to defer all or a portion of compensation into a book reserve account notionally linked to eligible Nuveen funds; distributions can be lump-sum or over 2–20 years; no retirement or pension plan for Board Members .
Performance Compensation
| Performance-linked element | Status |
|---|---|
| Bonus (targets/actuals) | Not disclosed for Independent Board Members; compensation consists of retainers and meeting/committee fees |
| Equity awards (RSUs/PSUs), options | Not disclosed for Independent Board Members in proxy; framework details only cash retainers/fees and deferred compensation plan |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not disclosed/applicable to Independent Board Members in the proxy |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | No disclosed related-party transactions with JGH/Adviser; independence maintained under 1940 Act |
| Crown Castle International | Director | Strategy; Compensation | No disclosed related-party transactions with JGH/Adviser; independence maintained |
| Safe Kids Worldwide | Former Director | — | Non-profit; no commercial conflict |
Expertise & Qualifications
- Transportation and operations leadership: 40+ years at FedEx in senior operating roles, including COO of FedEx Freight and SVP U.S. Operations at FedEx Express .
- Governance credentials: Member of Executive Leadership Council (since 2014) and NACD; recognized by Black Enterprise (2017) and Ebony (2016) for executive leadership .
- Education: B.B.A. (University of Memphis, 1980); M.B.A. (University of Tennessee, 2001) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership of JGH | Each Board Member’s individual beneficial shareholdings constituted less than 1% of JGH’s outstanding shares as of Feb 18, 2025 . |
| JGH shares outstanding (context) | 23,177,392 common shares outstanding as of Feb 18, 2025 . |
| Appendix A related-party holdings | Appendix A lists Board Members with securities in companies advised by entities under common control with the Adviser; Matthew Thornton is not listed among those holdings; entries shown for another Board Member (Thomas J. Kenny) . |
| Deferred compensation | Elections create book reserve accounts notionally invested in Nuveen funds; not actual fund shares; distributions per election . |
Governance Assessment
- Strengths: Chair of the Dividend Committee and member of the Audit, Investment, and Closed-End Fund Committees—positions that indicate active oversight of distributions, financial reporting, investment risk, and discount/leverage strategies across the closed-end complex . Independence is clearly stated under 1940 Act standards, with no ties to TIAA/Nuveen or affiliates . Attendance thresholds met (≥75%) alongside robust meeting cadence for JGH (e.g., 14 Audit Committee meetings), supporting engagement .
- Compensation structure signals: Transition from per-meeting fees (2023) to larger fixed retainers plus committee retainers (2024/2025) increases predictability and reflects workload across 218 portfolios; as Dividend Committee Chair, Thornton receives additional chair retainer (increased to $25,000 in 2025) . No equity grants or options disclosed for Independent Board Members, reducing pay-for-performance alignment concerns but aligning with industry norms for closed-end fund boards .
- Potential conflicts and red flags: Proxy discloses a list of related-party holdings for board members; Thornton does not appear on that list, and there are no related-party transactions disclosed for him—mitigating conflict risk . No pledging/hedging or say-on-pay disclosures are presented for Board Members in the proxy.
- Overall: Thornton’s operating background in large-scale logistics, combined with multi-committee responsibilities and independent status, supports Board effectiveness for income-focused oversight. Investors should monitor the evolving compensation framework (higher fixed retainers and committee fees) for cost discipline across the complex while considering the high meeting intensity (e.g., Audit Committee) as a proxy for governance engagement .