Matthew Thornton III
About Matthew Thornton III
Matthew Thornton III (born 1958) is an Independent Board Member of Nuveen Mortgage & Income Fund (JLS) with over 40 years of operating leadership experience at FedEx, including EVP & COO of FedEx Freight (2018–2019) and SVP, U.S. Operations at FedEx Express (2006–2018). He holds a B.B.A. from the University of Memphis (1980) and an M.B.A. from the University of Tennessee (2001), and joined the Nuveen fund boards in 2020 with a current Class III term running until the 2027 annual meeting. He currently serves on public company boards at The Sherwin-Williams Company (Audit; Nominating & Corporate Governance) and Crown Castle International (Strategy; Compensation), and is a member of the Executive Leadership Council and NACD with prior recognitions by Black Enterprise (2017) and Ebony (2016).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight Corporation (FedEx) | Executive Vice President & Chief Operating Officer | 2018–2019 | Responsible for day-to-day operations, strategic guidance, modernization of freight ops, customer solutions. |
| Federal Express Corporation (FedEx Express) | Senior Vice President, U.S. Operations | 2006–2018 | Led U.S. operations; prior roles included various FedEx management positions. |
| FedEx (various subsidiaries) | Management roles of increasing responsibility | Pre-2006 | Progressive operating leadership experience. |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| The Sherwin-Williams Company | Director | 2014 | Member: Audit; Nominating & Corporate Governance. |
| Crown Castle International | Director | 2020 | Member: Strategy; Compensation. |
| Safe Kids Worldwide (non-profit) | Director (former) | 2012–2018 | Board service focused on injury prevention. |
| Executive Leadership Council (ELC) | Member | 2014–present | Senior executive leadership network. |
| National Association of Corporate Directors (NACD) | Member | n/a | Governance professional association. |
Board Governance
| Governance Element | Details |
|---|---|
| Independence | All nominees and current/continuing Board Members, including Thornton, are not “interested persons” under the 1940 Act and are deemed Independent Board Members. |
| Board Class/Term | Class III; term runs until the 2027 annual shareholder meeting; service since 2020. |
| Committee Memberships (JLS complex) | Audit Committee – Member; not designated an “audit committee financial expert” (experts are Moschner, Nelson, Starr, Young). |
| Dividend Committee – Chair. | |
| Nominating & Governance Committee – Member. | |
| Investment Committee – Member. | |
| Closed-End Fund Committee – Member. | |
| Compliance, Risk Management & Regulatory Oversight – Not listed as a member. | |
| Attendance | Each Board Member attended 75% or more of Board and applicable committee meetings during the last fiscal year. |
JLS (Nuveen Mortgage & Income Fund) Meeting Load (FY last ended Dec 31, 2024)
| Meeting Type | Count |
|---|---|
| Regular Board | 5 |
| Special Board | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
| Compliance, Risk Mgmt & Regulatory Oversight | 5 |
Fixed Compensation
Compensation structure transitioned in 2024 from meeting-fee centric to retainer-centric, with further increases effective January 1, 2025. Amounts below are for Independent Board Members; actual allocation is spread across the Nuveen fund complex.
| Component | 2023 (pre-2024) | 2024 | 2025 |
|---|---|---|---|
| Annual Board Retainer | $210,000 | $350,000 | $350,000 |
| Audit Committee – Member Retainer | $2,500 per meeting | $30,000 | $35,000 |
| Investment Committee – Member Retainer | $2,500 per meeting | $20,000 | $30,000 |
| Dividend Committee – Member Retainer | $1,250 per meeting | $20,000 | $25,000 |
| Nominating & Governance – Member Retainer | $500 per meeting | $20,000 | $25,000 |
| Closed-End Fund Committee – Member Retainer | $2,500 per meeting (listed among committees at this rate) | $20,000 | $25,000 |
| Dividend Committee – Chair Fee | $20,000 | $20,000 | $25,000 |
| Ad hoc/Special Assignment Fees | $5,000/day for site visits (2023); ad hoc meeting fees $1,000–$2,500; special assignment chairs/members quarterly fees from $1,250/$5,000 (2024+) | ||
| Board/Committee Chair (reference) | Board Chair $140,000 (2023); $150,000 (2025); Audit/Compliance Chairs $30,000 (2024) → $35,000 (2025); Investment Chair $20,000 (2024) → $30,000 (2025) |
Note: Retainers/fees are allocated among the Nuveen funds; in some cases, fees are allocated only to funds discussed at a given meeting. Deferred compensation elections are available via the Nuveen funds Deferred Compensation Plan.
Performance Compensation
| Element | Disclosure for Directors |
|---|---|
| Target/Actual Bonus | Not applicable for Independent Board Members; compensation described consists of retainers/fees. |
| Equity Awards (RSUs/PSUs/Options) | No director equity award program disclosed in the proxy for fund directors. |
| Performance Metrics | No performance-based compensation metrics (e.g., TSR/EBITDA) disclosed for fund directors. |
| Clawback/COC/Severance | Not applicable to Independent Board Members in the proxy; no such provisions disclosed for directors. |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict Notes |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | External public issuer; no related-party transactions with Nuveen funds disclosed. |
| Crown Castle International | Director | Strategy; Compensation | External public issuer; no related-party transactions with Nuveen funds disclosed. |
Expertise & Qualifications
- Deep operating background in logistics/transportation with FedEx senior leadership roles.
- Public company governance experience on Audit, Compensation, Strategy, and Nominating & Corporate Governance committees (SW; Crown Castle).
- Education: B.B.A. (University of Memphis, 1980); M.B.A. (University of Tennessee, 2001).
- Professional affiliations: Executive Leadership Council (since 2014); NACD member; recognized by Black Enterprise (2017) and Ebony (2016).
Equity Ownership
| Measure | JLS (Mortgage & Income) |
|---|---|
| Dollar range beneficially owned (as of Dec 31, 2024) | $0 |
| Ownership as % of shares outstanding | <1% (individual beneficial holdings of each Board Member) |
| Shares pledged/hedged | No pledging/hedging disclosures for directors identified in proxy. |
| Fund shares outstanding (for context) | 5,476,626 common shares as of Feb 18, 2025. |
Note: Thornton holds “Over $100,000” in a different Nuveen fund (Floating Rate Income), but $0 in JLS as of the disclosed date.
Governance Assessment
- Strengths
- Broad operating expertise and multi-committee engagement, including as Chair of the Dividend Committee and member of Audit, Investment, Nominating & Governance, and Closed-End Fund Committees, supports board effectiveness in oversight of distributions, financial reporting, investment risk, and discount management.
- Independent status with at least 75% attendance across Board and committee meetings enhances investor confidence in oversight rigor.
- External public board experience on key oversight committees (Audit/NomGov at Sherwin-Williams; Strategy/Compensation at Crown Castle) adds cross-industry governance perspective.
- Watch items / potential concerns
- JLS-specific ownership is $0 as of the latest disclosure, which may be perceived as weaker “skin-in-the-game” alignment relative to JLS shareholders, though he has material holdings in another Nuveen fund.
- Not designated as an “audit committee financial expert” (while serving on the Audit Committee), though the committee includes multiple designated experts.
- Process/structure observations
- The 2024–2025 shift to larger retainers and standardized committee retainers (vs. per-meeting fees) indicates increased emphasis on standing oversight responsibilities and predictable workload across the fund complex.
- No related-party transactions or Section 16(a) delinquencies disclosed; independent auditor relationships overseen by the Audit Committee with pre-approval policies in place.
Insider Trading and Section 16 Compliance
- The funds report that Board Members and officers complied with applicable Section 16(a) filing requirements during the last fiscal year and the prior fiscal year; no delinquent reports noted.
RED FLAGS
- None identified in the proxy relating to related-party transactions, option repricing, tax gross-ups, or hedging/pledging by directors.