Matthew Morris
About Matthew W. Morris
Matthew W. Morris (born May 1971) is an independent Class II Director of Cornerstone Strategic Investment Fund, Inc. (CLM), serving since 2017. He is Founder and CEO of Lutroco LLC (since Jan. 2020) and previously served as President and CEO of Stewart Information Services Corporation (Nov. 2011–Jan. 2020). He holds a BBA in Organizational Behavior and Business Policy from Southern Methodist University and an MBA from the University of Texas with a concentration in Finance . He oversees two portfolios in the Fund complex and is designated as a non‑interested (independent) director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stewart Information Services Corporation (NYSE:STC) | President & CEO | Nov. 2011 – Jan. 2020 | Led title insurance/real estate services business; senior public-company leadership |
| Lutroco LLC | Founder & CEO | Jan. 2020 – Present | Private firm targeting purpose‑driven strategic investments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stabilis Solutions, Inc. (NSDQ:SLNG) | Director | Not disclosed | Audit and Compensation Committees |
| Stewart Information Services Corporation (NYSE:STC) | Director | Not disclosed | Committee roles not disclosed |
Board Governance
- Independence: Non‑interested (independent) director; member of the Audit Committee and the Nominating & Corporate Governance (N&CG) Committee .
- Committee chairs: None; Audit Committee chaired by Frank J. Maresca (Audit Committee Financial Expert), N&CG chaired by Andrew A. Strauss .
- Attendance and engagement: Board met 4 times in 2023 and 4 times in 2024; each director (including Morris) attended at least 75% of Board, Audit, and N&CG meetings in both years .
- Years of service: Director since 2017; current Class II term runs until the 2027 Annual Meeting .
- Lead Independent Director: None; Board chaired by an interested director (Ralph W. Bradshaw) .
- Portfolios overseen: 2 within the Fund complex .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate Compensation From Fund ($USD) | $42,500 | $45,000 |
| Total Compensation from Fund Complex ($USD) | $75,000 | $80,000 |
- The Fund states it has no bonus, profit sharing, pension or retirement plans .
- No meeting fees, committee membership fees, or chair fees are itemized for Morris; only aggregate director compensation is disclosed .
Performance Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Annual Bonus | Not applicable; Fund reports no bonus plans | Not applicable; Fund reports no bonus plans |
| Equity Awards (RSUs/PSUs/Options) | Not disclosed; none indicated for directors | Not disclosed; none indicated for directors |
| Pension/SERP/Deferred Compensation | Not applicable; none disclosed | Not applicable; none disclosed |
| Clawbacks / Change-of-Control Provisions | Not disclosed | Not disclosed |
The Fund explicitly notes the absence of bonus, profit sharing, pension or retirement plans; no performance metrics or equity-based director compensation is disclosed .
Other Directorships & Interlocks
| Company | Relationship to CLM | Interlock/Conflict Notes |
|---|---|---|
| Stabilis Solutions, Inc. | External public company directorship | Morris serves on Audit and Compensation Committees. No CLM related‑party transactions disclosed involving Morris or his immediate family with the Investment Adviser or affiliates (> $120,000) . |
| Stewart Information Services Corporation | External public company directorship | External board service; no CLM related‑party transactions disclosed involving Morris or his immediate family with the Investment Adviser or affiliates (> $120,000) . |
- Director transactions: The proxy states independent directors (and immediate family) had no securities of the Investment Adviser or affiliates, and no transactions/relationships >$120,000 with the Investment Adviser or affiliates over the last two fiscal years .
Expertise & Qualifications
- Executive leadership: Former President & CEO of Stewart Information Services Corporation; current CEO of Lutroco LLC .
- Financial and governance competencies: Service on Audit and Compensation Committees at Stabilis Solutions; long-standing board service at closed‑end funds .
- Education: BBA (SMU) and MBA (UT, Finance concentration) .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Dollar Range of Equity Securities in the Fund | Over $100,000 | Over $100,000 |
| Aggregate Dollar Range in Fund Complex | Over $100,000 | Over $100,000 |
- Group ownership: All directors and officers owned less than 1% of outstanding shares as of the proxy dates (individual percentage not disclosed) .
- Pledging/hedging: Not disclosed in the proxy .
- Stock ownership guidelines / compliance: Not disclosed .
Governance Assessment
- Alignment signals: Morris is a non‑interested director on both the Audit and N&CG Committees, and maintains a personal investment in CLM (“Over $100,000” dollar range), supporting ownership alignment .
- Attendance: He met the ≥75% attendance threshold for Board and committee meetings in both 2023 and 2024, indicating engagement .
- Compensation structure: Director pay is cash‑based with modest YoY increases ($42,500→$45,000 Fund; $75,000→$80,000 Fund complex), with no disclosed equity grants, bonuses, pensions, or performance metrics—reducing pay‑for‑performance risk but also limiting incentive linkage to Fund outcomes .
- Related‑party/Conflict review: The proxy discloses no transactions >$120,000 involving independent directors (including Morris) or their immediate family with the Investment Adviser or affiliates, and no ownership of Investment Adviser or affiliate securities by independent directors—mitigating direct conflict risk .
- Board structure considerations: The Fund lacks a Lead Independent Director and is chaired by an interested director; three interested directors (affiliated with the Investment Adviser) serve on the Board. Oversight quality thus relies heavily on the independence of the Audit and N&CG Committees where Morris participates .
RED FLAGS
- No Lead Independent Director; Board chaired by an interested person (structural independence concern) .
- Multiple interested directors affiliated with the Investment Adviser on the Board (potential for adviser influence; mitigated by independent committee structure) .
- No disclosure of director equity awards, clawbacks, or performance metrics tied to director compensation (limited incentive alignment via compensation; ownership alignment present through personal holdings) .