Matthew Thornton III
About Matthew Thornton III
Matthew Thornton III (born 1958) is an Independent Board Member of Nuveen Real Asset Income and Growth Fund (JRI), serving since 2020 and currently designated as a Class III trustee with a term through the 2027 annual meeting, subject to shareholder election at the 2025 annual meeting . He retired as EVP and COO of FedEx Freight in 2019 and previously served as SVP, U.S. Operations at FedEx Express (2006–2018), bringing deep operations and logistics expertise to the Board . All JRI trustees, including Thornton, are deemed “Independent Board Members” (not “interested persons” under the 1940 Act) and have never been employees or directors of TIAA/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, and customer solutions |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversaw U.S. operations; prior increasing responsibility 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 (prior) | 2012–2018 | Board member |
Board Governance
- Independence: All nominees and current Board Members, including Thornton, are independent (not “interested persons” of the Funds or Adviser) .
- Board class and tenure: JRI Board divided into three classes; Thornton is a Class III Board Member last elected April 6, 2021 and serving a “holdover” term; nominated in 2025 to serve through 2027 if elected .
- Committee assignments (unitary board across Nuveen Funds):
- Dividend Committee: Chair (members include Lancellotta, Kenny, Nelson, Starr) .
- Audit Committee: Member; Audit Committee financial experts designated among other members (Nelson, Moschner, Starr, Young) .
- Nominating & Governance Committee: Member .
- Investment Committee: Member .
- Closed-End Fund Committee: Member .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year .
JRI Meeting Counts (last fiscal year)
| Meeting Type | Count |
|---|---|
| Regular Board Meeting | 5 |
| Special Board Meeting | 9 |
| Executive Committee Meeting | 5 |
| Dividend Committee Meeting | 10 |
| Compliance, Risk Mgmt & 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
- Structure (effective Jan 1, 2024; increases effective Jan 1, 2025):
- Annual independent trustee retainer: $350,000 .
- Committee membership annual retainers in 2024 → 2025:
- Audit Committee: $30,000 → $35,000 .
- Compliance, Risk Mgmt & Regulatory Oversight: $30,000 → $35,000 .
- Investment Committee: $20,000 → $30,000 .
- Dividend Committee: $20,000 → $25,000 .
- Nominating & Governance: $20,000 → $25,000 .
- Closed-End Funds Committee: $20,000 → $25,000 .
- Chair retainers in 2024 → 2025:
- Board Chair: $140,000 → $150,000 .
- Audit & Compliance Committee Chairs: $30,000 → $35,000 .
- Investment Committee Chair: $20,000 → $30,000 .
- Dividend, Nominating & Governance, Closed-End Fund Committee Chairs: $20,000 → $25,000 .
- Ad hoc/special assignments: $1,000 or $2,500 per ad hoc meeting; special assignment committee quarterly fees (chair from $1,250; members from $5,000) .
- Deferred Compensation Plan available; trustees may elect to defer fees into book-reserve accounts linked to Nuveen funds; distributions lump sum or over 2–20 years .
JRI Compensation Paid to Thornton (last fiscal year)
| Item | Amount |
|---|---|
| Aggregate compensation from JRI (“Real Asset”) | $1,412 |
| Total compensation from funds in Nuveen Fund Complex | $463,750 |
| Deferred fees elected (JRI) | $0 |
Performance Compensation
The proxy discloses cash retainers and committee fees for independent trustees; it does not disclose any performance-based bonuses, stock awards, options, severance, change-in-control protections, clawbacks, tax gross-ups, or perquisites for trustees. Deferred compensation is elective and non-performance-based (book reserve tied to fund shares) .
| Component | Status | Notes |
|---|---|---|
| Target/Actual Bonus | None disclosed | Independent trustees compensated via retainers/fees |
| RSUs/PSUs (equity awards) | None disclosed | No equity awards disclosed for trustees |
| Options | None disclosed | Not disclosed for trustees |
| Performance metrics (EBITDA, TSR, ESG) | Not applicable | No performance-linked pay disclosed |
| Severance/Change-of-control | None disclosed | Not disclosed for trustees |
| Clawbacks/Gross-ups/Perqs | None disclosed | Not disclosed for trustees |
| Deferred compensation | Available (elective) | Book-reserve linked to Nuveen funds; Thornton $0 deferred at fund level |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock Notes |
|---|---|---|---|
| The Sherwin-Williams Company | Director (since 2014) | Audit; Nominating & Corporate Governance | No related-party transactions with JRI disclosed; trustee independence affirmed |
| Crown Castle International | Director (since 2020) | Strategy; Compensation | No related-party transactions with JRI disclosed; trustee independence affirmed |
No Section 16(a) filing delinquencies were identified for Board Members in the last fiscal year .
Expertise & Qualifications
- 40+ years of leadership in transportation/logistics, operations, and modernization from FedEx roles .
- Public company governance experience (SW, CCI) across audit, governance, strategy, and compensation committees .
- Recognitions: Black Enterprise 2017 “Most Powerful Executives”; Ebony 2016 “Power 100” .
- Education: B.B.A. University of Memphis (1980); M.B.A. University of Tennessee (2001) .
- Professional affiliations: Executive Leadership Council; NACD .
Equity Ownership
| Fund | Dollar Range (as of Dec 31, 2024) | Shares Beneficially Owned | Notes |
|---|---|---|---|
| JRI (Real Asset) | $0 | 0 | Less than 1% of outstanding shares owned by any single Board Member |
| Floating Rate Income (JFR) | Over $100,000 | 29,000 | Demonstrates alignment via holdings in fund complex |
| Aggregate Range across all registered investment companies overseen | Over $100,000 | N/A | Board governance principle expects each Board Member to invest at least one year of compensation in the Fund Complex; individual compliance status not disclosed |
Governance Assessment
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Strengths:
- Independent status with no affiliations to Adviser or parent; robust multi-committee engagement including chairing the Dividend Committee .
- Solid attendance (≥75%) amid high meeting frequency; serves on Audit, Nominating & Governance, Investment, Closed-End Fund committees .
- Clear, transparent director compensation structure (cash retainer/fees; elective deferral) without equity awards or performance-linked pay that could skew incentives .
-
Watch items:
- External public company commitments (SW, CCI) increase time demands; continued ≥75% attendance mitigates near-term concern .
- Ownership alignment principle exists; Thornton’s aggregate holdings exceed $100,000, but explicit compliance vs. “one year of compensation” benchmark is not disclosed; JRI-specific ownership is $0, reducing fund-level skin-in-the-game for JRI itself .
-
Red flags:
- None disclosed regarding related-party transactions, option repricings, hedging/pledging, or Section 16(a) issues; trustees uniformly independent .