Matthew Thornton III

About Matthew Thornton III

Independent trustee of Nuveen Multi‑Market Income Fund (JMM); born 1958; appointed to the JMM Board effective November 16, 2020; Class III trustee with current term running to the 2027 annual meeting if elected. Career operator with 40+ years at FedEx, retiring as EVP & COO of FedEx Freight in 2019; MBA, University of Tennessee (2001); BBA, University of Memphis (1980). He is deemed an Independent Board Member (not an “interested person” of the adviser or TIAA/Nuveen) across the Nuveen fund complex.

Past Roles

External Roles

Board Governance

• Independence: Classified as an Independent Board Member; has never been an employee or director of TIAA or Nuveen or their affiliates.
• Years of service on JMM: Appointed November 16, 2020; currently a Class III nominee for a term expiring at the 2027 annual meeting. Due to prior adjournments/lack of quorum, JMM trustees (including Thornton) have served in “holdover” capacity until successors are duly elected and qualified.
• Board leadership: The Nuveen funds use a unitary Board with an Independent Chair (Robert L. Young).
• Committee assignments (JMM):
  • Dividend Committee: Chair (authorizes distributions subject to Board ratification).
  • Audit Committee: Member (audit oversight; not designated as “audit committee financial expert”).
  • Nominating & Governance Committee: Member.
  • Investment Committee: Member.
  • Closed-End Fund Committee: Member.
• Attendance and engagement: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year. Meeting counts for JMM last fiscal year (FY ended June 30, 2024): Regular Board 5; Special Board 8; Executive Committee 9; Dividend Committee 9; Compliance 6; Audit 14; Nominating & Governance 5; Investment 4; Closed‑End Fund 4.

Fixed Compensation

• Structure (effective Jan 1, 2024; increases noted effective Jan 1, 2025):
  • Annual Board retainer: $350,000.
  • Committee membership annual retainers (2024 → 2025): Audit and Compliance/Risk $30,000 → $35,000; Investment $20,000 → $30,000; Dividend, Nominating & Governance, Closed‑End Funds $20,000 → $25,000.
  • Additional chair retainers (2024 → 2025): Board Chair $140,000 → $150,000; Audit & Compliance Chairs $30,000 → $35,000; Investment Chair $20,000 → $30,000; Dividend, N&G, Closed‑End Chairs $20,000 → $25,000.
  • Ad hoc/special assignment fees as specified.
  • Deferred Compensation Plan available at director’s election (book account tied to selected Nuveen funds).
• Fund-level compensation received by Thornton (last fiscal year, by fund) and total across complex:

Notes: Nuveen funds do not grant retirement or pension benefits to directors; deferred compensation elections (if any) flow through the Deferred Compensation Plan; table of deferred amounts shows no entries for Thornton by fund in the periods presented.

Performance Compensation

• None. Independent Board Members are compensated via fixed retainers and fees; there are no bonuses, stock options, RSUs/PSUs, or performance metric–linked awards for fund trustees.
• No disclosed director clawback, tax gross‑up, severance, CIC, or hedging/pledging policies specific to directors in the proxy. (Not disclosed.)

Other Directorships & Interlocks

Expertise & Qualifications

• Core strengths: Large‑scale operations, logistics, and customer solutions from FedEx executive roles; governance experience on multiple public boards.
• Education and affiliations: BBA (Univ. of Memphis), MBA (Univ. of Tennessee); member of Executive Leadership Council and NACD; recognized by Black Enterprise (2017) and Ebony (2016).
• Audit committee status: Audit Committee member; not designated as an “audit committee financial expert” (designation is held by Moschner, Nelson, Starr, and Young).

Equity Ownership

• Ownership guideline: Board principle expects each Board Member to invest at least the equivalent of one year of compensation in funds within the Nuveen fund complex (directly or deferred).
• Beneficial ownership (as of December 31, 2024):
  • In JMM: Dollar range $0; Shares owned 0.
  • Across the fund complex: Aggregate dollar range “Over $100,000.”
  • Each Board Member’s individual holdings in any given fund are <1% of that fund’s outstanding shares; Board and officers as a group also <1%.

Governance Assessment

• Positives

  • Independent status with no employment ties to adviser/parent; serves under a unitary board with independent chair and robust committee architecture. –
  • High engagement: attended at least 75% of Board/committee meetings; also chairs the Dividend Committee, a key lever for closed‑end fund distribution policy.
  • Relevant operating expertise (FedEx) and public board experience (Sherwin‑Williams, Crown Castle) add practical oversight and distribution/operations perspective valuable for closed‑end funds.

• Watch items / potential red flags

  • Alignment at the fund level: $0 ownership in JMM, while aggregate complex‑wide holdings exceed $100,000; the governance principle is complex‑wide, so inability to confirm whether holdings equal “one year of compensation” (≈$463,750) from available ranges.
  • Multi‑board workload: Simultaneous service on multiple committees across a 200+ portfolio complex plus two public company boards could pose time‑commitment risk, though attendance thresholds were met.
  • Audit Committee: Not an SEC “financial expert” (others on the committee carry that designation), diminishing reliance on his financial expert status for audit oversight despite membership.

• Process signals

  • Elections and holdover history: For JMM, multiple adjourned/failed meetings (2021–2024) resulted in trustees serving in holdover; mitigated by 2025 nomination slate including Thornton as Class III.
  • Director compensation reset: Significant increase in fixed retainers and committee fees effective 2024/2025 reflects expanded scope and workload; monitor total fee growth vs. outcomes (e.g., discount management, distribution policy).

Section 16(a) compliance: The Funds state Board Members and officers complied with Section 16(a) filing requirements in the last fiscal year. No delinquent reports disclosed.