Matthew Thornton III
About Matthew Thornton III
Independent Board Member (Class III) of Nuveen Credit Strategies Income Fund (JQC) since 2020; born 1958; former EVP & COO of FedEx Freight (2018–2019) and SVP U.S. Operations at FedEx Express (2006–2018), bringing 40+ years of operating leadership in logistics and large-scale operations oversight . Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001) . Independence affirmed under the 1940 Act; has never been an employee or director of TIAA or Nuveen or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | 2018–2019 | Led day-to-day operations, strategic guidance, modernization of freight operations; delivered customer solutions . |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversaw U.S. operations; earlier held various management positions at FedEx . |
External Roles
| Company | Role | Committees | Since |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | 2014 . |
| Crown Castle International | Director | Strategy; Compensation | 2020 . |
| Safe Kids Worldwide (non-profit) | Director (former) | — | 2012–2018 . |
| Executive Leadership Council (ELC) | Member | — | 2014 . |
| National Association of Corporate Directors (NACD) | Member | — | N/A . |
Board Governance
- Committee leadership: Chair, Dividend Committee (declares distributions; ratified by Board) .
- Committee memberships: Audit Committee; Nominating & Governance Committee; Investment Committee; Closed-End Fund Committee .
- Independence: All nominees and continuing Board Members (including Thornton) are “Independent Board Members” under the 1940 Act and independent of TIAA/Nuveen .
- Tenure and term: Class III term to 2027 annual meeting (for applicable funds); service on Nuveen Funds Board since 2020 .
- Attendance: Each Board Member attended 75% or more of Board and committee meetings during the last fiscal year .
- JQC meeting cadence (last fiscal year): Regular Board 5; Special Board 8; Executive Committee 8; Dividend Committee 8; Compliance Committee 6; Audit Committee 14; Nominating & Governance 5; Investment 4; Closed-End Fund 4 .
Fixed Compensation
| Component | Amount | Effective Date/Period | Notes |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2024 | Applies across Nuveen Fund complex . |
| Audit Committee membership retainer | $30,000 → $35,000 | $30k in 2024; $35k from Jan 1, 2025 | Applies per committee; Audit Committee . |
| Compliance, Risk Mgmt & Regulatory Oversight Committee membership retainer | $30,000 → $35,000 | $30k in 2024; $35k from Jan 1, 2025 | If applicable . |
| Investment Committee membership retainer | $20,000 → $30,000 | $20k in 2024; $30k from Jan 1, 2025 | . |
| Dividend Committee membership retainer | $20,000 → $25,000 | $20k in 2024; $25k from Jan 1, 2025 | Thornton is Chair; chair stipend below . |
| Nominating & Governance Committee membership retainer | $20,000 → $25,000 | $20k in 2024; $25k from Jan 1, 2025 | . |
| Closed-End Fund Committee membership retainer | $20,000 → $25,000 | $20k in 2024; $25k from Jan 1, 2025 | . |
| Board Chair/Co-Chair stipend | $140,000 → $150,000 | $140k in 2024; $150k from Jan 1, 2025 | Applies to Board Chair/Co-Chair (Thornton is Dividend Chair, not Board Chair) . |
| Audit/Compliance Committee Chair stipend | $30,000 → $35,000 | 2024; increased 2025 | . |
| Investment Committee Chair stipend | $20,000 → $30,000 | 2024; increased 2025 | . |
| Dividend/Nominating/Closed-End Chair stipend | $20,000 → $25,000 | 2024; increased 2025 | Thornton eligible as Dividend Chair . |
| Ad hoc Board/Committee meetings | $1,000 or $2,500 per meeting | Ongoing | Based on length/immediacy . |
| Special assignment committees | Chair: $1,250/quarter; Members: $5,000/quarter | Ongoing | Starting amounts . |
| JQC aggregate compensation to Thornton | $3,825 | Last fiscal year | Aggregate paid by Credit Strategies (JQC) . |
| Total compensation from funds in Fund Complex (Thornton) | $463,750 | Last fiscal year | Includes all funds overseen . |
| Prior structure (2023) – per-meeting fees | $210,000 base + meeting fees | Calendar 2023 | Structure shifted from per-meeting fees to higher retainer in 2024 . |
Performance Compensation
| Item | Detail |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed for Independent Board Members . |
| Performance metrics (TSR, EBITDA, ESG) tied to director pay | Not applicable; compensation consists of retainers/fees; no performance-based pay disclosed . |
| Deferred compensation election | No deferred amounts disclosed for Thornton across Participating Funds in the provided table (Thornton’s entries shown as “—”) . |
| Retirement/pension | None; Funds do not have retirement or pension plans . |
| Clawbacks, tax gross-ups | Not disclosed . |
Other Directorships & Interlocks
| Company | Industry Relationship to JQC | Potential Interlock/Conflict Note |
|---|---|---|
| The Sherwin-Williams Company | Potential portfolio issuer exposure via credit markets | Thornton serves on Audit and Nominating committees; no related-party transactions disclosed; potential informational interlock if JQC holds Sherwin-Williams securities, not indicated here . |
| Crown Castle International | Potential portfolio issuer exposure via credit markets | Thornton on Strategy and Compensation committees; no related-party transactions disclosed; monitor if fund holds Crown Castle securities, not indicated here . |
No holdings by Thornton were disclosed in companies advised by Nuveen affiliates in the related-party holdings table; that table listed Thomas J. Kenny, not Thornton .
Expertise & Qualifications
- Deep operational leadership (COO EVP) in transportation/logistics; oversight of modernization initiatives; relevant for risk, operations, and distribution policies in closed-end fund context .
- Audit and governance experience via Sherwin-Williams Audit and Nominating committees; strategic and compensation oversight via Crown Castle committees .
- Recognitions: Black Enterprise (2017 Most Powerful Executives), Ebony (2016 Power 100) .
- Education: B.B.A. (Memphis), M.B.A. (Tennessee) .
Equity Ownership
| Metric | JQC (Credit Strategies) | Fund Complex Aggregate | Notable Fund Holdings |
|---|---|---|---|
| Dollar range owned | $0 | Over $100,000 | Floating Rate Income: 29,000 shares owned (beneficial) . |
| Shares beneficially owned | 0 | <1% of each Fund outstanding as a group (Board Members and officers) | — |
| Ownership as % of JQC outstanding | <1% (individual) | — | — |
| Pledged/hedged shares | Not disclosed | — | — |
Governance Assessment
- Strengths: Independent status under 1940 Act; multi-committee engagement (Audit, Investment, Nominating & Governance, Closed-End) and Chair of Dividend Committee, indicating meaningful involvement in distribution policy and oversight .
- Engagement: Board reports 75%+ attendance for all Members, including Thornton; JQC held extensive committee activity (14 Audit Committee meetings, 8 Dividend Committee meetings), suggesting active governance cadence .
- Pay structure: Shift from 2023 per-meeting fees ($210k base + meeting fees) to higher fixed retainers in 2024/2025 (base $350k plus committee and chair stipends); this increases guaranteed cash vs. variable meeting-based pay; potential investor scrutiny but industry-standard across fund complexes .
- Ownership alignment: Thornton holds $0 in JQC; while directors oversee many funds and may allocate exposure elsewhere, zero JQC holding can be viewed as weaker alignment with JQC shareholders relative to peers with fund-specific stakes; however, aggregate Nuveen family exposure is over $100k .
- Conflicts/Related parties: No related-party transactions or Nuveen-affiliated company securities holdings disclosed for Thornton; external public boards (Sherwin-Williams, Crown Castle) do not present disclosed conflicts here; continue to monitor if JQC holds those issuers .
- RED FLAGS: Zero JQC ownership; increasing guaranteed retainer vs. prior meeting-fee structure could be perceived as reduced at-risk component; no explicit performance or clawback provisions disclosed .