Matthew Thornton III
About Matthew Thornton III
Matthew Thornton III (age 66) has served as an independent director of Crown Castle Inc. since 2020 and currently chairs the Compensation and Human Capital Committee (CHC). He is a former FedEx executive with deep operations and HR/compensation experience and holds a B.A. from the University of Memphis and an M.B.A. from the University of Tennessee, Knoxville . The Board determined all nominees standing for election in 2025, including Thornton, are independent under NYSE standards; in 2024 the Board held 22 meetings and each incumbent director attended at least 75% of aggregate Board and committee meetings, and directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight Corporation | EVP & COO | 2018–2019 | Managed ~380 service centers; oversaw transportation, field ops and customer service; nearly $8B annual revenue . |
| FedEx Express | SVP, U.S. Operations | 2006–2018 | Led domestic operations; responsibility for large-scale logistics networks . |
| FedEx Express | SVP, Air, Ground and Freight Services | 2004–2006 | Led multimodal service operations . |
| FedEx Express | VP, Regional Operations (Central Region) | 1998–2004 | Regional operational leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sherwin-Williams Company (NYSE: SHW) | Director | Since 2014 | Board service included oversight of strategic acquisitions/divestitures . |
| Nuveen funds complex (registered investment companies) | Trustee | Since 2020 | Trustee across Nuveen mutual funds ETF complex . |
| The Executive Leadership Council | Member | N/A | Professional membership . |
Board Governance
- Current committee assignments: Audit; Compensation & Human Capital (Chair); Nominating & ESG .
- CHC Committee held 8 meetings in 2024; Audit 10; NESG 10 .
- Executive sessions: non-management directors meet in executive session at each regularly scheduled Board meeting (typically four times per year); at least one independent-only executive session annually .
- Independence: All nominees standing for election in 2025 are independent under NYSE standards .
- Director time commitments: Policy limits service to ≤4 public-company boards absent NESG/Board approval; Board affirms all directors comply with commitment levels .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & Human Capital | Chair | 8 |
| Audit | Member | 10 |
| Nominating, Environmental, Social & Governance | Member | 10 |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Board Retainer | 85,000 |
| Committee Chair Retainer (CHC) | 25,000 |
| Strategy Committee Member Retainer (pre-dissolution) | 5,000 |
| Total Cash | 115,000 |
| Stock Awards (Annual Equity Grant) | 229,918 |
| All Other Compensation (medical/dental/vision premiums portion) | — |
| Total Director Compensation | 344,918 |
Additional director pay program parameters:
- Annual Equity Grant to non-employee directors valued at ~$230,000 in unrestricted common stock (Board Chair: $380,000); Board Retainer $85,000; committee retainers per committee (Audit: Chair $30,000/Member $15,000; CHC: Chair $25,000/Member $12,500; NESG: Chair $20,000/Member $10,000; Finance: Chair $20,000/Member $10,000; Fiber Review: Chair $25,000/Member $12,500; CEO Search: Chair $20,000/Member $10,000; Strategy (dissolved May 2024): Chair $20,000/Member $10,000) .
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Vesting Type | Notes |
|---|---|---|---|---|
| Annual Equity Grant (Director) | Feb 21, 2024 | 2,135 | Unrestricted shares | Value approximates $229,918 at $107.69 per share; directors receive unrestricted common stock; no options granted as part of director program . |
| Options/option-like awards | N/A | N/A | N/A | Company does not currently grant options/option-like awards under LTIP; policy disclosed . |
No performance-conditioned equity (e.g., PSUs) is disclosed for non-employee directors; STI/LTI performance metrics apply to NEOs, not directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Sherwin-Williams (SHW) | Director | No related-party transactions disclosed involving Thornton; no customer/supplier interlock with CCI disclosed . |
| Nuveen funds complex | Trustee | No related-party transactions disclosed; standard fund trustee role . |
Expertise & Qualifications
- Operations and logistics leadership across FedEx; P&L accountability and large-scale network optimization; managed ~380 service centers at FedEx Freight .
- Strategic planning/oversight, including e-commerce platform development at FedEx; transaction oversight experience via Sherwin-Williams board service .
- HR/Compensation leadership overseeing 45,000+ employees; focus on engagement, productivity, and safety; relevant to CHC chair duties .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As-of Date |
|---|---|---|---|
| Matthew Thornton III | 12,119 | <1% | March 26, 2025 |
- Director stock ownership guidelines: Non-employee directors should target beneficial ownership equal to 3× the Annual Equity Grant value (currently $230,000), to be met by the fifth anniversary of Board appointment; retention guidelines apply until target met .
- Hedging/pledging: Company prohibits hedging (short sales, options/derivatives) and pledging of CCI securities by directors and executive officers .
Shareholder Support Signal (2024 Annual Meeting)
| Vote Item | Votes For | Votes Withheld/Against | Abstentions | Note |
|---|---|---|---|---|
| Election of Matthew Thornton III to Board | 339,583,759 | 10,047,565 | — | Strong support among votes cast . |
| Say-on-Pay (NEOs) | 332,300,649 | 15,730,787 | 1,697,792 | ~95% approval historically highlighted by company; 2024 results indicate high support . |
Governance Assessment
- Independence and roles: Thornton is independent under NYSE standards and chairs the CHC, a key governance lever for executive pay and human capital; CHC uses an independent consultant (FW Cook), meets regularly, and holds executive sessions without management, supporting rigorous oversight .
- Attendance and engagement: Board met 22 times in 2024; each incumbent director met or exceeded the 75% attendance threshold; directors attended the annual meeting—signals acceptable engagement baseline .
- Ownership alignment: Thornton holds 12,119 shares; directors are subject to robust ownership/retention guidelines and anti-hedging/anti-pledging policies—positive alignment and risk controls .
- Potential conflicts: External roles at Sherwin-Williams and as a Nuveen trustee present standard outside commitments; no related-party transactions or conflicts disclosed involving Thornton; Board reviews and enforces conflict policies .
- Investor confidence: Strong shareholder support for Thornton’s 2024 election; company’s say-on-pay results historically high—positive signal for governance credibility, particularly relevant given Thornton’s CHC chair role .
RED FLAGS: None disclosed specific to Thornton. No pledging/hedging permitted; no related-party transactions disclosed; time-commitment compliance affirmed. Monitoring remains warranted given CHC chair influence over executive pay and any future shifts in director ownership or outside board load .