Matthew Thornton III
About Matthew Thornton III
Independent Board Member of Nuveen Variable Rate Preferred & Income Fund (NPFD) since 2020; born 1958. Former EVP and COO of FedEx Freight and SVP of U.S. Operations at FedEx Express, with 40+ years in logistics operations; holds a B.B.A. (University of Memphis, 1980) and M.B.A. (University of Tennessee, 2001). Currently serves on public company boards at Sherwin-Williams (Audit; Nominating & Corporate Governance) and Crown Castle (Strategy; Compensation) .
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 |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversaw U.S. operations; prior roles of increasing responsibility at FedEx |
External Roles
| Organization | Role | Committees | Tenure |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | Since 2014 |
| Crown Castle International | Director | Strategy; Compensation | Since 2020 |
| Safe Kids Worldwide | Former Director | — | 2012–2018 |
Board Governance
- Independence: All board members, including Thornton, are “independent” under the 1940 Act and not employees or directors of TIAA or Nuveen; deemed Independent Board Members .
- Committee assignments (NPFD and Nuveen funds):
- Dividend Committee Chair; members include Thornton (Chair), Lancellotta, Kenny, Nelson, Starr .
- Audit Committee member; Audit Chair is Nelson; Thornton designated as a member among independent trustees .
- 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 in the last fiscal year .
| NPFD Board and Committee Meetings (last fiscal year) | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 8 |
| Executive Committee Meetings | 8 |
| Dividend Committee Meetings | 8 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee Meetings | 6 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 5 |
| Investment Committee Meetings | 4 |
| Closed-End Fund Committee Meetings | 4 |
Fixed Compensation
- Structure shift: Effective Jan 1, 2024, compensation moved from meeting-based fees to larger fixed annual retainers with committee membership and chair retainers (increased again Jan 1, 2025) .
- Thornton’s aggregate compensation allocated from NPFD in its last fiscal year: $2,192; total compensation from funds in the Nuveen fund complex: $463,750 .
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Board Retainer | $210,000 | $350,000 | $350,000 |
| Audit Committee membership | $2,500/meeting | $30,000 annual | $30,000 annual |
| Compliance, Risk & Reg Oversight membership | $5,000/meeting | $30,000 annual | $35,000 annual |
| Investment Committee membership | $2,500/meeting | $20,000 annual | $30,000 annual |
| Dividend Committee membership | $1,250/meeting | $20,000 annual | $25,000 annual |
| Nominating & Governance membership | $500/meeting | $20,000 annual | $25,000 annual |
| Closed-End Funds Committee membership | $500/meeting | $20,000 annual | $25,000 annual |
| Board Chair retainer | $140,000 | $140,000 | $150,000 |
| Committee Chair (Audit; Compliance) | $20,000 | $30,000 | $35,000 |
| Committee Chair (Investment) | $20,000 | $20,000 | $30,000 |
| Committee Chair (Dividend; N&G; Closed-End) | $20,000 | $20,000 | $25,000 |
| Ad hoc meeting fees | N/A | $1,000–$2,500 per meeting | $1,000–$2,500 per meeting |
| Thornton Compensation (most recent fiscal periods) | Amount |
|---|---|
| Aggregate compensation from NPFD (Variable Rate Preferred & Income) | $2,192 |
| Total compensation from funds in Nuveen fund complex | $463,750 |
Performance Compensation
- No equity grants (RSUs/PSUs), option awards, or performance-based metrics are disclosed for Independent Board Members; compensation is retainer- and committee-fee based only .
- No severance, change-of-control, clawbacks, tax gross-ups or pension/SERP benefits for fund Board Members are disclosed; no retirement plan exists for the Funds; a voluntary deferred compensation plan is available across participating funds .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Audit; Nominating & Corporate Governance | No related-party transactions with NPFD disclosed . |
| Crown Castle International | Director | Strategy; Compensation | No related-party transactions with NPFD disclosed . |
- No disclosure of Thornton owning securities in companies advised by entities under common control with NPFD’s adviser (contrast: such holdings are shown only for a different board member) .
Expertise & Qualifications
- Logistics and operations expert (FedEx senior operating leadership); governance experience at large-cap public boards; NACD and ELC member; recognized by major publications for leadership .
- Board considers his background, skills, and independence as part of a diversified, capable oversight body; all candidates meet high standards for integrity and governance competence .
Equity Ownership
| Metric | NPFD | Fund Complex Alignment |
|---|---|---|
| NPFD shares beneficially owned | 0 | Board principle expects investing at least one year of compensation in Nuveen funds (direct or deferred) . |
| Ownership as % of shares outstanding | <1% (for all board members individually) | Aggregate dollar range across all registered investment companies overseen: Over $100,000 . |
| Other Nuveen fund holdings (example) | Floating Rate Income: 29,000 shares | Demonstrates fund-complex exposure consistent with governance principle . |
Governance Assessment
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Strengths:
- Independent status; multi-committee engagement (Audit, Investment, N&G) and Chair of Dividend Committee supports board effectiveness and distribution oversight .
- Attendance threshold met (≥75% in last fiscal year); extensive meeting cadence evidences active oversight (Audit 14 meetings; Board 5 regular; multiple committees) .
- Clear compensation structure with fixed retainers reduces incentives tied to meeting volume; committee retainers align with workload; no performance-linked pay minimizes misaligned risk-taking for a fund board .
-
Potential red flags / watch items:
- Zero NPFD share ownership may be viewed as lower “skin-in-the-game” at the specific fund level, though aggregate fund-complex holdings exceed $100,000 and governance principle emphasizes complex-wide alignment .
- Multiple external public boards imply time commitments; mitigated by attendance disclosures and committee work record (≥75%) .
- No related-party transactions or pledged shares disclosed; Section 16 compliance affirmed for board members in last fiscal year, reducing regulatory risk signal .
-
Committee effectiveness signals:
- Dividend Committee chaired by Thornton, with specific charter authority to declare distributions subject to board ratification, is central to NPFD shareholder outcomes; combined role on Audit and Closed-End Fund Committees connects distribution policy with valuation, leverage, and discount management .
-
Compensation structure analysis:
- Notable 2024 shift to higher fixed retainer ($350k) and annual committee retainers, further increased in 2025 for key committees, indicates professionalization and predictability of compensation; absence of equity/TSR metrics for directors is standard for fund governance (reduces pay-for-performance debate but relies on oversight quality, not incentive design) .
-
Shareholder engagement and voting:
- Election cycles and class structure documented; NPFD’s Class II last elected 2023; Class III (including Thornton) stood for election in May 2024 but continued as holdover until 2025 due to quorum issues; 2025 proxy nominates Thornton to Class III term expiring 2027, supporting continuity .
Overall, Thornton’s governance profile combines independent oversight, committee leadership on distributions, and broad operational expertise, with no disclosed conflicts; main alignment consideration is complex-wide ownership rather than NPFD-specific stake, which is typical for unitary boards across fund complexes .