Matthew Thornton III
About Matthew Thornton III
Independent director of NBB (Nuveen closed-end fund complex) since 2020; year of birth 1958. He retired from FedEx in 2019 after 40+ years, serving as EVP & COO of FedEx Freight (2018–2019) and SVP, U.S. Operations at FedEx Express (2006–2018). He holds a B.B.A. (University of Memphis, 1980) and an M.B.A. (University of Tennessee, 2001), and is a member of the Executive Leadership Council and NACD; he has been recognized by Black Enterprise (2017) and Ebony (2016). He oversees 215+ portfolios within the Nuveen fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | May 2018 – Nov 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 | Sep 2006 – May 2018 | Oversaw U.S. operations for Express segment |
| FedEx Corporation (various units) | Increasing responsibility roles | Pre-2006 | Progressive management roles across FedEx businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Since 2014 | Member, Audit Committee; Member, Nominating & Corporate Governance Committee |
| Crown Castle International | Director | Since 2020 | Member, Strategy Committee; Member, Compensation Committee |
| Safe Kids Worldwide (non-profit) | Director | 2012–2018 | Board service at child safety non-profit |
| Executive Leadership Council; NACD | Member | Since 2014 (ELC) | Professional governance networks |
Board Governance
- Independence: Thornton is listed among Board Members/Nominees who are not “interested persons,” and serves on committees composed entirely of Independent Board Members under NYSE/NASDAQ standards.
- Committee assignments (Nuveen funds board):
- Audit Committee member; current members include Chair John K. Nelson; Joseph Boateng; Amy Lancellotta; Loren M. Starr; Matthew Thornton III; Margaret L. Wolff; Robert L. Young.
- Nominating & Governance Committee member; the committee is entirely Independent Board Members; co-chair transition noted (Young replaced Toth as Co-Chair on July 1, 2024).
- Dividend Committee Chair (as disclosed in 2024 proxy) with members Amy Lancellotta, John K. Nelson, and Loren M. Starr.
- Investment Committee member (Independent Board Members committee).
- Attendance: During the last fiscal year, each Board Member attended 75% or more of Board and applicable committee meetings.
- Oversight scope: The Audit Committee oversees financial reporting, auditor independence/performance, and valuation policy; members meet regularly with management and external auditors.
Fixed Compensation
- Structure (Independent Board Members):
- Effective Jan 1, 2025: $350,000 annual retainer; committee membership retainers: $35,000 (Audit; Compliance/Risk), $30,000 (Investment), $25,000 (Dividend; Nominating & Governance; Closed-End Funds). Chair retainers: $150,000 (Board Chair), $35,000 (Audit; Compliance/Risk), $30,000 (Investment), $25,000 (Dividend; Nominating & Governance; Closed-End Funds). Ad hoc meetings: $1,000 or $2,500 depending on length/immediacy. Deferred compensation plan available (see Performance Compensation).
- Effective Jan 1, 2024: $350,000 annual retainer; committee membership retainers: $30,000 (Audit; Compliance/Risk), $20,000 (Dividend; Investment; Nominating & Governance; Closed-End Funds). Chair retainers: $140,000 (Board Co-Chair/Chair); $30,000 (Audit; Compliance/Risk); $20,000 (Dividend; Investment; Nominating & Governance; Closed-End Funds).
- Pre-2024 (calendar year 2023): $210,000 annual retainer plus per-meeting fees ($7,250 regular Board day; $4,000 special Board; $2,500 Audit/Closed-End/Investment; $5,000 Compliance/Risk; $1,250 Dividend; $500 other committees; $100 Executive pricing for IPOs), site visit fees $5,000/day; Board Chair +$140,000; identified committee chairs +$20,000.
| Period | Aggregate Compensation from Nuveen Funds Paid to Matthew Thornton III |
|---|---|
| FY ended Oct 31, 2024 (reported in 2024 proxy) | $433,750 |
| FY/stub periods as reported in 2025 proxy | $463,750 |
Performance Compensation
- Independent directors are paid retainers and committee fees; the proxy describes no performance-based bonuses, equity grants, or option awards for Independent Board Members.
- Deferred Compensation Plan: Directors may elect to defer fees into a book reserve account notionally invested in eligible Nuveen funds; distributions can be lump sum or over 2–20 years; no retirement/pension plans.
| Performance Metric | Used in Director Pay? | Notes |
|---|---|---|
| Revenue/EBITDA/TSR metrics | No mention for Independent Board Members | Compensation described as retainers and committee fees only |
| Equity grants (RSUs/PSUs) | Not disclosed for directors | No equity award program disclosed for Independent Board Members |
| Options | Not disclosed for directors | No option awards described |
| Clawback/CoC provisions | Not applicable to director retainers | Not discussed for Independent Board Member pay |
| Deferred comp | Available | Notional investment in Nuveen funds; flexible payout elections |
Other Directorships & Interlocks
| Company | Sector | Role | Committees |
|---|---|---|---|
| The Sherwin-Williams Company | Paints/Coatings | Director (since 2014) | Audit; Nominating & Corporate Governance |
| Crown Castle International | Communications Infrastructure | Director (since 2020) | Strategy; Compensation |
Expertise & Qualifications
- 40+ years in transportation and logistics with FedEx, including COO (FedEx Freight) and SVP U.S. Operations (FedEx Express) roles—strong operational, risk, and customer service oversight background.
- Public company committee experience across Audit, Compensation, Strategy, and Nominating/Governance contributes to financial literacy and governance rigor.
- Education: B.B.A. (1980) and M.B.A. (2001); governance networks (ELC, NACD); recognized by Black Enterprise (2017) and Ebony (2016).
Equity Ownership
- Governance principle: each Board Member is expected to invest at least the equivalent of one year of compensation in Nuveen funds (directly or via deferral).
- Ownership concentration: as of June 13, 2024, each Board Member’s individual beneficial holdings of each Fund were <1% of the Fund’s outstanding shares; Board Members and officers as a group owned <1% of each Fund.
Governance Assessment
- Strengths: Independent status; broad committee coverage (Audit; Nominating & Governance; Investment) and chairmanship of the Dividend Committee support oversight of financial reporting, governance, investment risk, and shareholder distributions. Attendance met or exceeded the 75% threshold; extensive public-company committee experience (Audit/Compensation/Strategy) enhances board effectiveness.
- Alignment: Compensation is cash retainer and committee-based with optional fee deferral into Nuveen funds; board policy encourages ownership equivalent to one year of compensation; individual fund ownership levels are immaterial (<1%).
- Watch items: Multi-board workload (Nuveen board oversees 215+ portfolios; plus two external public boards) implies a high time commitment—monitor ongoing attendance and engagement, though no attendance concerns are disclosed.
- RED FLAGS: No related-party transactions or conflicts specific to Thornton are identified in cited sections; committee memberships are fully independent under listing standards.