Matthew Thornton III
About Matthew Thornton III
Independent Board Member of Nuveen Real Estate Income Fund (JRS), born 1958, with 40+ years of operating leadership at FedEx culminating as EVP & COO of FedEx Freight (2018–2019) and SVP, U.S. Operations at FedEx Express (2006–2018) . He joined the Nuveen Funds Board in 2020 and serves as a Class III trustee with a term expiring at the 2027 annual meeting; he oversees 218 portfolios across the fund complex and is deemed an Independent Board Member under the 1940 Act and NYSE/Nasdaq standards . Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | 2018–2019 | Day-to-day operations, strategic guidance, modernization of freight operations |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Led U.S. operations for global express carrier |
| FedEx (various) | Management roles of increasing responsibility | Pre-2006 | Broad leadership and operating experience |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| The Sherwin-Williams Company | Director | 2014 | Audit; Nominating & Corporate Governance |
| Crown Castle International | Director | 2020 | Strategy; Compensation |
| Safe Kids Worldwide (non-profit) | Director (former) | 2012–2018 | — |
| Professional Affiliations | Member | — | Executive Leadership Council (since 2014); NACD |
Board Governance
- Independence: Not an “interested person” of the Funds or adviser; classified as Independent Board Member .
- Term/Service: Class III; last elected April 12, 2024; term expires at the 2027 annual meeting; on JRS Board since 2020 .
- Committee leadership: Chair, Dividend Committee (declares fund distributions) .
- Committee memberships: Audit; Nominating & Governance; Investment; Closed-End Fund .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
| Committee | Role | Notes |
|---|---|---|
| Dividend Committee | Chair | Authorizes regular/special distributions; members: Thornton (Chair), Lancellotta, Kenny, Nelson, Starr (except Multi-Market Income) |
| Audit Committee | Member | Oversees financial reporting, auditor independence, valuation policy |
| Nominating & Governance | Member | Board composition, performance, governance guidelines, compensation recommendations |
| Investment Committee | Member | Performance oversight, investment risk and policy reviews |
| Closed-End Fund Committee | Member | Premium/discount oversight, leverage, secondary market dynamics |
Fixed Compensation
- Structure (effective Jan 1, 2024; with 2025 increases): Independent directors receive a fixed annual retainer plus committee membership and chair retainers; ad hoc meeting fees and special assignment fees may apply; no pension/retirement plans; optional deferred compensation plan available .
| Component | 2024 Amount (USD) | 2025 Amount (USD) |
|---|---|---|
| Annual director retainer | 350,000 | 350,000 |
| Audit Committee membership | 30,000 | 35,000 |
| Compliance, Risk & Regulatory Oversight membership | 30,000 | 35,000 |
| Investment Committee membership | 20,000 | 30,000 |
| Dividend Committee membership | 20,000 | 25,000 |
| Nominating & Governance membership | 20,000 | 25,000 |
| Closed-End Funds Committee membership | 20,000 | 25,000 |
| Board Chair retainer | 140,000 | 150,000 |
| Audit or Compliance Chair | 30,000 | 35,000 |
| Investment Chair | 20,000 | 30,000 |
| Dividend, N&G, Closed-End Chair | 20,000 | 25,000 |
| Ad hoc meetings (per meeting) | 1,000 or 2,500 | 1,000 or 2,500 |
| Special assignment committee (quarterly) | Chair from 1,250; members from 5,000 | Chair from 1,250; members from 5,000 |
| Deferred Compensation Plan (elective) | Available | Available |
- Actual amounts paid (last fiscal year):
- Aggregate compensation from JRS (Real Estate Income) to Thornton: $943 .
- Total compensation from all funds in the Fund Complex to Thornton: $463,750 .
| Pay Source | Amount (USD) |
|---|---|
| JRS (Real Estate Income) – last fiscal year | 943 |
| Total from Fund Complex – last fiscal year | 463,750 |
- Deferred compensation elections: The deferred fees table shows no deferred fee amounts listed for Matthew Thornton III across the enumerated Participating Funds for the period presented (blank entries), indicating no deferral elections reported in that table .
Performance Compensation
| Element | Status |
|---|---|
| Annual/Target bonus | Not applicable to independent fund directors; no bonus disclosed |
| Equity awards (RSUs/PSUs) | None disclosed for fund directors |
| Stock options | None disclosed for fund directors |
| Performance metrics tied to pay | None; director compensation is fixed retainer plus committee fees |
| Clawbacks / gross-ups | Not disclosed for directors in proxy |
| Deferred compensation | Elective plan available; no deferred amounts shown for Thornton in the table |
Other Directorships & Interlocks
| Company | Sector | Role/Committees | Potential Interlock Notes |
|---|---|---|---|
| The Sherwin-Williams Company | Paints/Coatings | Director; Audit; Nominating & Corporate Governance | No JRS-related related-party transactions disclosed in proxy |
| Crown Castle International | Communications Infrastructure | Director; Strategy; Compensation | No JRS-related related-party transactions disclosed in proxy |
No related-party transactions or conflicts involving Thornton are disclosed in the JRS proxy; Section 16(a) compliance for directors/officers was timely during the last fiscal year, per the Funds’ review .
Expertise & Qualifications
- Deep operations and logistics leadership (FedEx EVP & COO; SVP U.S. Operations), relevant to distribution, cost controls, and process modernization oversight .
- Public board experience on Audit, Compensation, Strategy, and Governance committees (Sherwin-Williams; Crown Castle), bringing financial oversight and human capital/strategy perspectives to JRS .
- Governance credentials and recognition: ELC and NACD membership; recognized by Black Enterprise (2017) and Ebony (2016) .
Equity Ownership
| Fund | Dollar Range (12/31/2024) | Shares Owned (12/31/2024) | Ownership Concentration Note |
|---|---|---|---|
| JRS (Real Estate Income) | $0 | 0 | Each director’s individual holdings in each Fund are <1% of outstanding; group holdings <1% per Fund as of 2/18/2025 |
| Floating Rate Income (example of holdings) | Over $100,000 | 29,000 | Illustrates fund-complex ownership but not JRS-specific |
| Aggregate across all registered investment companies overseen (Fund Complex) | Over $100,000 | — | Fund governance principle expects each Board Member to invest at least one year of compensation in the fund complex, directly or deferred (individual compliance not disclosed) |
Board Meetings & Engagement (JRS last fiscal year)
- Policy: Each Board Member attended ≥75% of Board and applicable committee meetings during the period served .
| Meeting Type (JRS) | Count (last fiscal year) |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance, Risk & Regulatory Oversight | 5 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Governance Assessment
-
Strengths
- Independence affirmed; broad committee exposure; serves as Chair of the Dividend Committee—a critical lever for income-focused closed-end funds .
- Strong operational background from FedEx and current public company board committee experience (Audit, Compensation, Strategy, Governance) provides relevant oversight skills .
- Documented attendance threshold met; board exhibits rigorous meeting cadence, especially in Audit and Dividend oversight .
- No Section 16(a) filing delinquencies cited; no related-party transactions disclosed involving Thornton .
-
Watch items / Potential red flags
- Alignment: $0 ownership in JRS specifically (though holdings elsewhere in the Nuveen complex are “Over $100,000”); JRS-specific “skin in the game” appears limited based on disclosed dollar range and shares .
- Workload: Unitary board overseeing 218 portfolios and heavy committee schedule could strain bandwidth; continued monitoring of engagement depth is prudent given meeting volume (e.g., 14 Audit, 10 Dividend for JRS) .
- Compensation structure escalated in 2024 with higher fixed retainers and committee retainers; while market-aligned, investors should watch for pay/effort calibration in light of performance and discount management outcomes for closed-end funds .
-
Net view
- Thornton brings credible operating and board oversight experience and holds the key Dividend Committee chair. Independence, attendance, and committee breadth are positives; JRS-specific share ownership is low and merits monitoring for alignment. No disclosed conflicts or Section 16 issues reduce governance risk .