Matthew Thornton III

About Matthew Thornton III

Matthew Thornton III (born 1958) is an Independent Board Member of the Nuveen S&P 500 Buy‑Write Income Fund (BXMX), serving across the Nuveen Funds complex since 2020. He brings over 40 years of operating experience from FedEx, including EVP & COO of FedEx Freight (2018–2019) and SVP U.S. Operations at FedEx Express (2006–2018). He holds a B.B.A. from the University of Memphis (1980) and an M.B.A. from the University of Tennessee (2001). Thornton is independent under the Investment Company Act of 1940 and NYSE/NASDAQ standards and serves as a Class III Board Member in the fund complex with current terms expiring at future annual meetings depending on fund class/series .

Past Roles

External Roles

Board Governance

• Independence: The Board states all nominees and current members, including Thornton, are not “interested persons” of the Funds or Adviser and are deemed Independent Board Members .
• Tenure and Class: Thornton joined the Nuveen Funds Board in 2020; designated as Class III Board Member in the complex, with elections noted across funds in 2024 and terms that vary by fund (generally expiring at 2027 or 2028 meetings depending on class) .
• Committee roles:
  • Dividend Committee: Chair (Thornton) .
  • Audit Committee: Member .
  • Closed‑End Fund Committee: Member .
  • Nominating & Governance Committee: Member .
  • Investment Committee: Member .
• Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
• Meeting load (BXMX – S&P Buy‑Write): 5 regular Board; 9 special Board; 5 Executive; 10 Dividend; 5 Compliance; 14 Audit; 5 Nominating & Governance; 4 Investment; 4 Closed‑End Fund meetings held .
• Board leadership: Robert L. Young serves as Chair and Independent Board Member .

Fixed Compensation

• Structure change: Effective Jan 1, 2024, Independent Board Members moved from per‑meeting fees to an annual retainer model with committee retainers and ad hoc/special assignment fees. Key amounts:
  • Annual retainer: $350,000.
  • Committee membership retainers: Audit & Compliance $30,000 (rising to $35,000 in 2025); Investment $20,000 (to $30,000 in 2025); Dividend, Nominating & Governance, Closed‑End $20,000 (to $25,000 in 2025).
  • Chair uplifts: Board Chair $140,000 (to $150,000 in 2025); Audit/Compliance chair $30,000 (to $35,000 in 2025); Investment chair $20,000 (to $30,000 in 2025); Dividend/Nominating/Closed‑End chair $20,000 (to $25,000 in 2025).
  • Ad hoc meeting payments: $1,000 or $2,500 depending on length/immediacy; special assignment committees: chair quarterly fee starts at $1,250; members quarterly fee starts at $5,000 .
• Prior structure (2023): $210,000 annual retainer plus per‑meeting fees (e.g., $7,250 for regular Board; $4,000 special Board; $2,500 Audit/Closed‑End/Investment; $5,000 Compliance; $1,250 Dividend; $500 other; $5,000/day site visits); committee chair stipends $20,000; Board Chair $140,000 .

Performance Compensation

• Independent Board Members do not receive performance‑linked pay, stock options, RSUs/PSUs, or operating targets. Compensation consists of cash retainers/fees with optional deferral linked to notional investments in certain Nuveen funds; no performance metrics are disclosed/applicable for directors .

Other Directorships & Interlocks

• Related‑party transactions/affiliate holdings: Appendix indicates named holdings conflicts for another trustee (Mr. Kenny) with companies advised by affiliates; no such entries for Thornton .

Expertise & Qualifications

• Deep large‑scale operations expertise (logistics, modernization, customer solutions) from FedEx senior leadership roles .
• Governance credentials: Audit, Compensation, Strategy, and Nominating committee experience on public boards; ELC and NACD memberships; recognized by Ebony (2016 Power 100) and Black Enterprise (2017 Most Powerful Executives), supporting board effectiveness and diversity of perspective .

Equity Ownership

• BXMX beneficial ownership by Thornton: 0 shares/equivalents reported in the S&P Buy‑Write column (Appendix A) .
• Aggregate ownership thresholds: As of Feb 18, 2025, each Board Member’s individual beneficial shareholdings of each Fund were <1% of the Fund’s outstanding shares; directors/officers as a group <1% per Fund .
• Ownership guidelines: Board governance principle expects each Board Member to invest at least the equivalent of one year of compensation in funds within the Fund Complex (directly or deferred). Individual fund‑level holdings for each Board Member are presented in Appendix A; BXMX is shown as 0 for Thornton; consolidated complex‑wide totals are not presented in the excerpt .
• Deferred compensation election: The Participating Funds deferred fee table shows “—” (none) for Thornton across listed funds, indicating no current deferred compensation balances in those funds, including BXMX .

Director Compensation (BXMX and Fund Complex)

Governance Assessment

• Strengths:
  • Independence, multi‑committee engagement, and leadership as Dividend Committee Chair suggest active oversight across distribution policy, audit, and closed‑end fund market dynamics .
  • Prior FedEx COO/operations background adds execution discipline to fund oversight and risk discussions .
  • Attendance threshold met (≥75% of meetings) with significant committee meeting cadence (BXMX: 14 Audit; 10 Dividend), indicating sustained engagement .
• Alignment considerations:
  • BXMX-specific ownership reported as 0 shares/equivalents for Thornton in Appendix A. While Board guidelines expect investment equivalent to one year of compensation across the complex, lack of BXMX holdings may be viewed as a modest alignment gap at the fund level unless offset by holdings in other Nuveen funds or deferred accounts (not shown here) .
  • No deferred compensation reported in the participating funds table for Thornton, further limiting explicit economic alignment via the deferral mechanism in the excerpted funds .
• Conflicts/Red Flags:
  • No related‑party transactions or affiliate-advised company holdings disclosed for Thornton; the Appendix identifies such items for a different trustee only (Mr. Kenny) .
  • No legal proceedings, investigations, pledging/hedging, tax gross‑ups, or option repricings disclosed for directors in provided materials .
  • Compensation structure shift to fixed retainers in 2024 is standard for fund boards and does not introduce performance pay; this reduces pay‑for‑performance signaling but aligns with director independence norms .

Overall, Thornton’s independence, committee leadership, and heavy meeting cadence support board effectiveness; the primary investor‑alignment watchpoint is the absence of BXMX holdings and lack of deferred balances in the shown funds for him in the past year, which investors may scrutinize relative to the board’s stated investment guideline across the broader fund complex .