Matthew Thornton III
About Matthew Thornton III
Independent director (born 1958) with 40+ years of operating leadership at FedEx; retired as EVP & COO of FedEx Freight (2018–2019) after serving as 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 (including JPC) in 2020 as an Independent Board Member under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight Corporation | Executive Vice President & Chief Operating Officer | 2018–2019 | Responsible for day-to-day operations, strategic guidance, modernization of freight operations and customer solutions |
| Federal Express Corporation (FedEx Express) | Senior Vice President, U.S. Operations | 2006–2018 | Led U.S. operations; earlier held increasing-responsibility management roles at FedEx |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| 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 (former) | 2012–2018 | Board member |
| Professional Affiliations/Recognition | Member/Recognition | Since 2014 | Executive Leadership Council; NACD member; recognized by Black Enterprise (2017) and Ebony (2016) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Not an “interested person” of the Funds or adviser; deemed Independent Board Member under the 1940 Act |
| Term/Class | Class III; term expires at the 2027 annual shareholder meeting; service since 2020 |
| Portfolios Overseen | 218 portfolios within the fund complex |
| Attendance | Each Board Member attended ≥75% of Board and applicable committee meetings in the last fiscal year |
Committee Assignments (current)
| Committee | Role |
|---|---|
| Dividend Committee | Chair |
| Audit Committee | Member |
| Investment Committee | Member |
| Nominating & Governance Committee | Member |
| Closed-End Fund Committee | Member |
Fixed Compensation
Compensation framework for Independent Board Members (applies to Mr. Thornton as an independent director):
- 2023 structure (pre-1/1/2024): $210,000 annual retainer; per-meeting fees: Board regular $7,250/day; special Board $4,000; Audit/Closed-End/Investment $2,500; Compliance $5,000; Dividend $1,250; other committees $500; $100 when Executive Committee acted as pricing committee for IPOs; Board Chair retainer $140,000; committee chair retainers $20,000; site visits $5,000/day; allocated across funds by relative net assets .
- 2024–2025 structure (effective 1/1/2024; with increases 1/1/2025): $350,000 annual retainer; committee membership retainers—Audit $30,000 → $35,000 (2025), Compliance $30,000 → $35,000 (2025), Investment $20,000 → $30,000 (2025), Dividend/Nominating/Closed-End $20,000 → $25,000 (2025); chair/co-chair retainers—Board $140,000 → $150,000 (2025), Audit & Compliance $30,000 → $35,000 (2025), Investment $20,000 → $30,000 (2025), Dividend/Nominating/Closed-End $20,000 → $25,000 (2025); ad hoc Board/committee meetings $1,000 or $2,500; special assignment committees quarterly fees: chair/co-chair starting at $1,250; members starting at $5,000; allocation across funds in an equitable manner .
Additional plan design:
- No retirement/pension plans; certain funds offer a Deferred Compensation Plan allowing directors to defer fees into notional investments in eligible Nuveen funds; lump-sum or installment distributions available .
Performance Compensation
- The filing describes retainers and fixed fees; it does not disclose any performance-based bonuses, stock awards, option awards, or explicit performance metrics tied to Independent Board Member compensation .
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles |
|---|---|---|---|
| The Sherwin-Williams Company | Paints/Coatings | Director (since 2014) | Audit; Nominating & Corporate Governance |
| Crown Castle International | Communications Infrastructure (REIT) | Director (since 2020) | Strategy; Compensation |
Note: The proxy identifies Mr. Thornton as independent of TIAA/Nuveen; no related-party ties to the adviser are disclosed for Independent Board Members .
Expertise & Qualifications
- Deep operations and logistics expertise from senior FedEx roles; board service spans industrials and telecom infrastructure .
- Governance credentials: committee experience across Audit, Compensation, Nominating/Governance, Strategy; however, he is not designated an “audit committee financial expert” (those designated are Moschner, Nelson, Starr, Young) .
- Educational credentials: B.B.A. (1980, University of Memphis); M.B.A. (2001, University of Tennessee) .
Equity Ownership
| Metric (as of dates noted) | Value |
|---|---|
| JPC (Preferred & Income Opportunities) – Dollar range of equity securities (12/31/2024) | $0 |
| Aggregate range in family of investment companies (12/31/2024) | Over $100,000 |
| Ownership as % of shares outstanding (per fund) (2/18/2025) | <1% for each Board Member for each fund |
Additional disclosed fund holdings:
- Floating Rate Income: 29,000 shares owned by Mr. Thornton as of 12/31/2024 .
Governance Assessment
Strengths
- Independent director with broad operating experience; serves as Chair of the Dividend Committee, a critical lever for CEF investor outcomes, and sits on Audit, Investment, Nominating/Governance, and Closed-End Fund committees—indicating strong engagement in oversight of financial reporting, distributions, investment performance, and discount management .
- Attendance standard met (≥75% of meetings); oversees a large complex (218 portfolios), suggesting familiarity with fund governance processes at scale .
- Compensation design is primarily fixed retainers and committee fees with transparent increases and clear chair differentials; deferred compensation available, no pension plans—reducing opaque incentives .
Watch items / potential red flags
- No disclosed direct ownership in JPC (dollar range $0), though aggregate holdings across the fund complex exceed $100,000; for JPC specifically, this may limit fund-specific alignment even as complex-level exposure exists .
- Not designated as an “audit committee financial expert”; relies on the committee’s designated experts for valuation and reporting risk oversight .
- Multiple public company directorships (Sherwin-Williams and Crown Castle) add valuable cross-industry insights but increase time-commitment demands; current proxy indicates attendance thresholds were met .
Regulatory/Process context
- The Board affirms all nominees (including Mr. Thornton) are independent, with no prior employment or directorships at TIAA/Nuveen or affiliates, mitigating adviser-related conflicts under the 1940 Act .
- Distribution policy, discount management and leverage oversight are actively reviewed at the committee level (Dividend and Closed-End Fund Committees), consistent with investor-focused governance for CEFs .