Matthew Morris
About Matthew W. Morris
Matthew W. Morris (born May 1971) is an independent director of Cornerstone Total Return Fund, Inc. (CRF) serving since 2017; he sits on both the Audit Committee and the Nominating & Corporate Governance Committee. He is Founder and CEO of Lutroco LLC and previously served as President and CEO of Stewart Information Services Corporation, with an MBA in Finance from the University of Texas and a BBA in Organizational Behavior and Business Policy from Southern Methodist University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stewart Information Services Corporation (NYSE:STC) | President & CEO | Nov. 2011 – Jan. 2020 | Led title insurance and real estate services firm |
| Lutroco LLC | Founder & CEO | Jan. 2020 – Present | Private firm focusing on purpose-driven strategic investments |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Stabilis Solutions, Inc. (NSDQ:SLNG) | Director | Not specified (serving during past five years) | Audit and Compensation Committees |
| Stewart Information Services Corporation (NYSE:STC) | Director | Not specified (held during past five years) | Not disclosed |
Board Governance
- Independence: Morris is classified as a Director “who is not an interested person” under the Investment Company Act of 1940 .
- Committees: Member, Audit Committee; Member, Nominating & Corporate Governance (N&CG) Committee .
- Committee Chairs: Audit Committee Chair is Frank J. Maresca; N&CG Committee Chair is Andrew A. Strauss (Morris is not chair) .
- Attendance/Engagement: The Board met 4 times in 2024; each Director attended at least 75% of Board meetings and at least 75% of the 4 meetings of each of the Audit and N&CG Committees held during the year .
- Lead Independent Director: The Board does not have a lead independent director .
- Fund Complex Oversight: Morris oversees both CRF and Cornerstone Strategic Investment Fund, Inc. as part of the Fund Complex .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Aggregate Compensation from CRF (cash retainer) | $32,500 | $35,000 |
| Total Compensation from Fund Complex (CRF + sister fund) | $75,000 | $80,000 |
| Bonus, profit sharing, pension/retirement plans | None; Fund has no such plans | None; Fund has no such plans |
Performance Compensation
| Performance-linked component | 2023 | 2024 |
|---|---|---|
| Equity awards (RSUs/PSUs/options), performance metrics (TSR/EBITDA/ESG), vesting schedules | Not disclosed for Directors; Fund states no bonus/profit sharing/pension plans | Not disclosed for Directors; Fund states no bonus/profit sharing/pension plans |
No director equity grant program, performance metrics, or vesting schedules are disclosed for CRF’s directors. The proxy indicates cash-based director compensation only and the absence of bonus/pension programs .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Notes |
|---|---|---|
| Stabilis Solutions, Inc. | Public company director; Audit & Compensation Committees | No related-party transactions with CRF’s investment adviser disclosed; independent directors/families had no >$120,000 interests or transactions with Cornerstone Advisors, LLC over last two fiscal years and five-year lookback . |
| Stewart Information Services Corporation | Public company director; prior President & CEO | Same as above; no adviser-related transactions disclosed . |
Expertise & Qualifications
- Executive leadership in financial services and real estate services (former President & CEO of Stewart Information Services) .
- Current investor/operator (Founder & CEO of Lutroco LLC) .
- Financial and governance acumen; service on Audit and Compensation Committees at Stabilis Solutions .
- Education: BBA (SMU) and MBA in Finance (UT Austin) .
Equity Ownership
| Measure | 2023 | 2024 |
|---|---|---|
| Dollar Range of Equity Securities in CRF | Over $100,000 | Over $100,000 |
| Aggregate Dollar Range across Funds Overseen in Fund Complex | Over $100,000 | Over $100,000 |
- Collective insider ownership: All directors and executive officers owned less than 1% of outstanding shares as of the 2025 proxy date .
- Section 16 compliance: The Fund believes all directors and officers complied with beneficial ownership reporting requirements in 2023 and 2024 .
Governance Assessment
- Alignment: Morris shows meaningful alignment via “Over $100,000” personal investment in CRF (and the Fund Complex) in both 2023 and 2024, notably higher than most independent peers with $0 ranges, supporting shareholder alignment .
- Independence and committee service: He is an independent director serving on both Audit and N&CG committees, which are fully independent; Audit Committee has a designated financial expert (Maresca), strengthening oversight .
- Attendance: Board and committee attendance thresholds (≥75%) were met; Board/committee met 4 times each in 2024, indicating engagement cadence appropriate for a closed-end fund .
- Conflicts/Related party: Proxies disclose no related-party transactions involving independent directors/families with the investment adviser exceeding $120,000 over the past five years; none since the beginning of the last two fiscal years; reduces conflict risk .
- Structure considerations: Board lacks a Lead Independent Director and has three “interested” directors including the Chair/President of the Fund, which may temper independent oversight optics; investors may monitor independence safeguards and committee efficacy as compensating controls .
- Director pay structure: Cash-only retainer with modest YoY increase ($32.5k → $35k at CRF; $75k → $80k Fund Complex) suggests stable, non-inflationary pay-for-service without performance-linked features; avoids pay-risk inflation but also limits incentive alignment through equity .
RED FLAGS/Watch Items
- No Lead Independent Director; Chair is an “interested” director affiliated with the investment adviser .
- Absence of performance-linked director compensation and disclosed ownership guidelines; aligns with closed-end fund norms but limits formalized “skin-in-the-game” policies; however, Morris’s personal holdings are high .
- Limited disclosure on individual director meeting attendance beyond the ≥75% threshold; investors may seek more granular engagement metrics .
Data gaps (not disclosed)
- Detailed director equity award programs (RSUs/PSUs/options), vesting, or performance metrics: not disclosed .
- Ownership guidelines, pledging/hedging policies for directors: not disclosed .
- Committee fees breakdown and meeting fees: not disclosed; only aggregate cash compensation reported .
- Individual attendance percentages and executive session frequency: not disclosed .