Matthew Thornton III
About Matthew Thornton III
Matthew Thornton III (born 1958) is an Independent Board Member of Nuveen Multi-Asset Income (NMAI) and the Nuveen fund complex, serving since 2020 and currently designated as a Class III Board Member with the term linked to the 2027 annual shareholder meeting for relevant funds . He retired from FedEx in 2019 as EVP and COO of FedEx Freight and previously served as SVP, U.S. Operations at FedEx Express (2006–2018), bringing over 40 years of leadership and operations experience; he holds a B.B.A. from the University of Memphis (1980) and an M.B.A. from the University of Tennessee (2001) .
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, innovative customer solutions |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversight of U.S. operations across logistics and service delivery |
| FedEx Corporation | Various management positions | Pre-2006 | Progressive leadership roles across operations |
External Roles
| Organization | Role | Tenure | Committees/Engagement |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Since 2014 | Audit Committee; Nominating and Corporate Governance Committee |
| Crown Castle International | Director | Since 2020 | Strategy Committee; Compensation Committee |
| Safe Kids Worldwide | Director | 2012–2018 | Non-profit board member focused on injury prevention |
| Executive Leadership Council (ELC) | Member | Since 2014 | National organization of global Black senior executives |
| National Association of Corporate Directors (NACD) | Member | N/A | Professional governance association |
| Recognitions | — | 2016–2017 | Black Enterprise “Most Powerful Executives” (2017); Ebony “Power 100” (2016) |
Board Governance
- Independence: Not an “interested person” under the 1940 Act; deemed Independent Board Member and has never been an employee/director of TIAA or Nuveen or any affiliate .
- Committee Chair and Memberships (NMAI’s board committees):
- Dividend Committee: Chair; authorized to declare distributions subject to Board ratification .
- Audit Committee: Member; committee oversees financial reporting integrity, auditor independence, and valuation oversight .
- Nominating & Governance Committee: Member; fully independent composition and governance oversight .
- Investment Committee: Member; oversees fund performance and investment risks .
- Closed-End Fund Committee: Member; monitors market premiums/discounts, leverage, distributions, and potential actions to address discounts .
- Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year .
- Tenure/Designation: Joined the Board in 2020; for applicable funds, designated Class III with term associated with 2027 annual meeting; certain funds experienced 2024 adjournments leading to holdover trustees until successors are elected .
Fixed Compensation
Compensation structure for Independent Board Members shifted from per-meeting fees (pre-2024) to higher annual retainers and committee retainers (2024–2025), with chair stipends and ad hoc meeting fees.
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Annual Retainer (Independent Board Member) | $210,000 | $350,000 | $350,000 |
| Committee Membership Retainer – Audit | $2,500 per meeting | $30,000 annual | $35,000 annual |
| Committee Membership Retainer – Compliance, Risk Mgmt & Regulatory Oversight | $5,000 per meeting | $30,000 annual | $35,000 annual |
| Committee Membership Retainer – Investment | $2,500 per meeting | $20,000 annual | $30,000 annual |
| Committee Membership Retainer – Dividend | $1,250 per meeting | $20,000 annual | $25,000 annual |
| Committee Membership Retainer – Nominating & Governance | $500 per meeting | $20,000 annual | $25,000 annual |
| Committee Membership Retainer – Closed-End Fund | $2,500 per meeting | $20,000 annual | $25,000 annual |
| Board Chair/Co-Chair Additional Retainer | $140,000 | $140,000 | $150,000 |
| Committee Chair/Co-Chair – Audit & Compliance | $20,000 | $30,000 | $35,000 |
| Committee Chair/Co-Chair – Investment | $20,000 | $20,000 | $30,000 |
| Committee Chair/Co-Chair – Dividend/NomGov/Closed-End | $20,000 each | $20,000 each | $25,000 each |
| Ad hoc Board/Committee meetings | N/A | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting |
| Special assignment committees (quarterly fees) | N/A | Chair $1,250; Members $5,000 | Chair $1,250; Members $5,000 |
Compensation paid to Mr. Thornton:
- Aggregate compensation from NMAI (Multi-Asset Income) in the last fiscal year: $1,645 .
- Total compensation from funds in the Nuveen fund complex paid to Mr. Thornton in the last fiscal year: $463,750 .
Deferred Compensation
- A deferred compensation plan is available to Independent Board Members in participating funds; distributions can be taken in lump sum or over 2–20 years; plan is investment-return linked to selected Nuveen funds .
- The published deferred fees table shows no amounts for Mr. Thornton across the listed funds for the period, indicating no deferral elections recorded in the table for him .
Performance Compensation
- No performance-based bonuses, stock awards (RSUs/PSUs), or options are disclosed for Independent Board Members; compensation is structured as retainers and committee fees, with no retirement or pension plans for the funds .
| Component | Performance Metric | Target/Payout Terms |
|---|---|---|
| Independent Director Pay | None disclosed; retainer/committee fee-based | Not applicable |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks / Notes |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | No related-party transactions disclosed in NMAI proxy; standard outside directorship for independent director . |
| Crown Castle International | Director | Strategy; Compensation | No related-party transactions disclosed in NMAI proxy; standard outside directorship for independent director . |
Expertise & Qualifications
- Deep operational leadership from FedEx, including COO of FedEx Freight and SVP U.S. Operations at FedEx Express, relevant to logistics, risk oversight, and process modernization .
- Governance credentials via NACD membership and ELC membership; recognized by Ebony (2016 Power 100) and Black Enterprise (2017 Most Powerful Executives), signaling stature and network breadth .
Equity Ownership
As of December 31, 2024; and as of February 18, 2025 thresholds.
| Fund | Dollar Range Owned | Shares Owned | Ownership % Note |
|---|---|---|---|
| Multi-Asset Income (NMAI) | $0 | 0 | Each Board Member’s holdings in any fund <1% of outstanding; Board and officers as a group <1% per fund . |
| Floating Rate Income | Over $100,000 | 29,000 | <1% threshold applies . |
| Aggregate across Nuveen registered investment companies | Over $100,000 | — | Aggregate range as disclosed . |
Governance Assessment
- Positives:
- Independence, strong attendance (≥75%), and multi-committee engagement support effective oversight; he chairs the Dividend Committee and serves on Audit, Nominating & Governance, Investment, and Closed-End Fund committees .
- Operational depth from FedEx combined with current governance roles at Sherwin-Williams and Crown Castle (Audit/Comp/Strategy) add risk oversight and compensation expertise to NMAI’s board .
- Watch items / potential red flags:
- No NMAI share ownership as of year-end 2024 could be viewed as weaker alignment with NMAI shareholders, despite aggregate fund complex holdings and separate Floating Rate Income ownership .
- Compensation structure increases (2024–2025) raise fixed cash retainers and committee retainers; while common across the Nuveen fund complex, investors may monitor pay escalation versus measurable governance outcomes .
- Certain funds experienced 2024 adjournments and holdover trustee status due to lack of quorum; while not specific to NMAI’s cycle in the cited text, persistent holdovers can be a governance optics issue across the complex .
Overall, Thornton’s independence, committee leadership, and operational expertise support board effectiveness; alignment could be strengthened by direct NMAI ownership given his significant engagement and leadership on distribution policy via the Dividend Committee .