Matthew Thornton III
About Matthew Thornton III
Independent Board Member of NPCT (Nuveen Core Plus Impact Fund). Former Executive Vice President and Chief Operating Officer of FedEx Freight (2018–2019) and Senior Vice President, U.S. Operations at FedEx Express (2006–2018); joined the Nuveen Funds boards in 2020 and oversees 218 portfolios across the fund complex. Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001). Born 1958; recognized governance memberships include Executive Leadership Council and NACD; external public company directorships at The Sherwin-Williams Company (Audit; Nominating & Corporate Governance) and Crown Castle International (Strategy; Compensation). Independent under the 1940 Act and not an employee of TIAA/Nuveen or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | EVP & COO | 2018–2019 | Led day-to-day operations, modernization of freight operations, and customer solutions . |
| FedEx Express (subsidiary of FedEx) | SVP, U.S. Operations | 2006–2018 | Oversaw U.S. operations; prior increasing responsibilities at FedEx . |
External Roles
| Organization | Role | Since | Committees/Details |
|---|---|---|---|
| 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 | Board member . |
| Executive Leadership Council; NACD | Member | 2014; n/a | Professional governance affiliations . |
Board Governance
- Independence: All current nominees and Board Members, including Thornton, are not “interested persons” under the 1940 Act; none has been an employee/director of TIAA or Nuveen; deemed Independent Board Members .
- NPCT election status: For Core Plus Impact (NPCT), Thornton is a Class III nominee for a term expiring at the 2027 annual meeting (holders of Common and Preferred voting together) .
- Service/tenure: Joined the Nuveen Funds boards in 2020; oversees 218 portfolios in the fund complex .
- Committee memberships (Nuveen Funds boards):
- Audit Committee: Member; Chair is John K. Nelson; committee composed entirely of independent members; Thornton is not one of the designated “audit committee financial experts” (experts: Moschner, Nelson, Starr, Young) .
- Nominating & Governance Committee: Member; Chair is Robert L. Young .
- Investment Committee: Member; Co-Chairs are Joseph A. Boateng (select funds) and Amy B.R. Lancellotta .
- Closed-End Fund Committee: Member; Chair is Albin F. Moschner .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
Meetings held during NPCT’s last fiscal year (Core Plus Impact)
| Meeting Type | Count |
|---|---|
| Regular Board | 5 |
| Special Board | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight | 5 |
| Audit Committee | 14 |
| Nominating & Governance | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Additional governance context affecting investor confidence:
- Multiple Nuveen funds (including Core Plus Impact, Multi-Asset Income, Real Asset, and Variable Rate Preferred & Income) experienced adjourned 2024 shareholder meetings for trustee elections due to quorum/majority issues; affected trustees, including Thornton, continue as “holdover” until successors are elected/qualified .
Fixed Compensation
Compensation is paid in cash by funds in the Nuveen complex; no fund equity awards. Directors may elect to defer fees under a deferred compensation plan invested notionally in Nuveen funds .
Compensation structure (prior year vs current)
| Element | 2023 Structure | 2024 Structure | 2025 Adjustment |
|---|---|---|---|
| Annual retainer (Independent Board Member) | $210,000 | $350,000 | — |
| Audit Committee membership | $2,500 per meeting | $30,000 annual retainer | $35,000 |
| Compliance, Risk Mgmt & Regulatory membership | $5,000 per meeting | $30,000 annual retainer | $35,000 |
| Investment Committee membership | $2,500 per meeting | $20,000 annual retainer | $30,000 |
| Dividend Committee membership | $1,250 per meeting | $20,000 annual retainer | $25,000 |
| Nominating & Governance membership | $500 per meeting | $20,000 annual retainer | $25,000 |
| Closed-End Funds Committee membership | $500 per meeting | $20,000 annual retainer | $25,000 |
| Board Chair additional retainer | $140,000 | $140,000 | $150,000 |
| Audit/Compliance Committee Chair | $20,000 | $30,000 | $35,000 |
| Investment Committee Chair | $20,000 | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Chair | $20,000 | $20,000 | $25,000 |
| Ad hoc meetings | — | $1,000 or $2,500 per meeting (length/immediacy) | — |
| Special assignment committees | — | Chair/co-chair quarterly from $1,250; members from $5,000 | — |
Aggregate cash compensation actually paid (last fiscal year)
| Pay Source | Amount |
|---|---|
| Total compensation from funds in fund complex paid to Matthew Thornton III | $463,750 |
Deferred compensation election
- A deferred compensation plan is available; the plan credits a notional account tied to Nuveen funds and pays out lump sum or over 2–20 years; obligations are fund-specific .
- The detailed deferred fee table shows no amounts in Thornton’s column for the participating funds, indicating no deferred fee balance disclosed for him in the period presented .
Performance Compensation
| Element | Details |
|---|---|
| Cash bonus / performance bonus | Not disclosed for Independent Board Members; compensation based on retainers/fees (not performance metrics) . |
| Stock/option awards | Not disclosed; proxy describes only cash retainers/fees and optional fee deferral; no equity plans for Independent Board Members . |
| Performance metrics (revenue/EBITDA/TSR/ESG) | Not applicable to Independent Board Member compensation in the proxy . |
| Clawback / tax gross-ups | Not disclosed for Independent Board Members in the proxy . |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock Considerations |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | NPCT/other Nuveen funds may invest in public equities broadly; no related-party transaction disclosures involving Thornton were identified in the proxy . |
| Crown Castle International | Director | Strategy; Compensation | Same as above; no related-party transaction disclosures involving Thornton were identified in the proxy . |
Expertise & Qualifications
- 40+ years of leadership and operating experience in transportation/logistics; COO-level operating discipline (FedEx Freight) and large-scale operations management (FedEx Express) .
- Governance experience on large-cap public company boards (Sherwin-Williams; Crown Castle) and committee service across audit, governance, compensation, and strategy .
- Professional affiliations: Executive Leadership Council; NACD; external recognition by Black Enterprise (2017) and Ebony (2016) .
Equity Ownership
NPCT (Core Plus Impact) specific
| Item | Value | As Of |
|---|---|---|
| Dollar range of equity securities (NPCT) | $0 | Dec 31, 2024 |
| Shares owned (NPCT) | 0 | Dec 31, 2024 |
| Ownership % of outstanding (NPCT) | <1% (individual) | Feb 18, 2025 |
Other Nuveen funds (selected)
| Fund | Dollar Range | Shares Owned | Notes |
|---|---|---|---|
| Floating Rate Income | Over $100,000 | 29,000 | Holding disclosed as of Dec 31, 2024. |
Aggregate across family of investment companies
| Item | Value | As Of |
|---|---|---|
| Aggregate dollar range across all registered investment companies overseen | Over $100,000 | Dec 31, 2024 |
Group ownership
- As of Feb 18, 2025, each Board Member individually owned <1% of any Fund’s outstanding shares; Board Members and executive officers as a group owned <1% for each Fund .
Governance Assessment
Strengths
- Independent director with extensive operating background and multi-committee service (Audit; Nominating & Governance; Investment; Closed-End) enhances board oversight breadth .
- Strong attendance (≥75%) and substantial portfolio oversight experience (218 portfolios) support board effectiveness .
- External board experience on audit/governance and compensation/strategy committees builds relevant governance and risk oversight skills .
Watch items / potential red flags
- Material escalation in independent director retainers effective Jan 1, 2024 (from $210,000 to $350,000), with further committee retainer increases starting Jan 1, 2025—shifts compensation mix toward higher fixed retainers and away from per-meeting variability; monitor alignment and investor sentiment on fee levels .
- NPCT and several Nuveen funds had adjourned 2024 shareholder meetings due to quorum/majority requirements, resulting in “holdover” trustees (including Thornton) pending 2025 elections; persistent voting logistics may raise governance process/perception risks though not attributable to individual directors .
- Not designated as an “audit committee financial expert”; however, serves as Audit Committee member alongside designated experts .
Related-party, pledging/hedging, or other conflicts
- Proxy does not disclose related-party transactions, loans, or pledging by Thornton; independence affirmed; no ownership in adviser/affiliates indicated for him in the related holdings appendix (example of such disclosure is provided for another director) .
Election and term clarity (NPCT)
| Item | Detail |
|---|---|
| Election Class | Class III for Core Plus Impact (NPCT) |
| Term | Through 2027 annual meeting (if elected) |
| Current status | Continuing/holdover where applicable pending elections due to 2024 quorum/majority dynamics across certain funds |