Matthew Thornton III
About Matthew Thornton III
Independent Board Member of Nuveen Dynamic Municipal Opportunities Fund (NDMO) since 2020; born 1958, with a 40+ year operating career at FedEx culminating as EVP & COO of FedEx Freight (2018–2019) and SVP, U.S. Operations at FedEx Express (2006–2018) . Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001) . Oversees 217 portfolios across the Nuveen Fund Complex under the unitary board structure; all Nuveen fund board members, including Thornton, are independent and not “interested persons” of the adviser or its affiliates .
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, freight modernization, customer solutions |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversaw U.S. operations |
| FedEx (earlier career) | Various management positions | Pre-2006 | Progressive leadership roles |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| The Sherwin-Williams Company | Director | 2014 | Audit; Nominating & Corporate Governance |
| Crown Castle International | Director | 2020 | Strategy; Compensation |
| Safe Kids Worldwide® | Director | 2012–2018 | Not specified |
| Executive Leadership Council (ELC); NACD | Member | Since 2014 (ELC) | Professional affiliations |
Board Governance
- Independence: The board affirms all nominees and members, including Thornton, are independent under the 1940 Act and have never been employees or directors of TIAA/Nuveen .
- Board leadership: Independent Chair (Robert L. Young) coordinates agendas and presides over meetings; unitary board structure across the fund complex to enhance governance consistency .
- Committee memberships and chair roles (NDMO and complex-wide):
- Dividend Committee: Chair (Thornton); members include Lancellotta, Kenny, Nelson, Starr .
- Audit Committee: Member; Nelson (Chair); other members include Boateng, Lancellotta, Starr, Wolff, Young .
- Nominating & Governance Committee: Member; Young (Chair); fully independent membership .
- Investment Committee: Member; Co-Chairs Boateng and Lancellotta; fully independent .
- Closed-End Fund Committee: Member; Moschner (Chair) .
| Governance Metric (NDMO) | Value |
|---|---|
| Board attendance | Each Board Member attended ≥75% of board and applicable committee meetings in the last fiscal year |
| Meeting counts (last fiscal year) | Regular Board: 4; Special Board: 8; Exec: 4; Dividend: 10; Compliance: 6; Audit: 14; Nominating & Governance: 5; Investment: 4; Closed-End: 4 |
| Class/Term | Class II or III; term expires at the 2027 annual meeting (or until successor qualified) |
Fixed Compensation
- Structure (effective January 1, 2025): Annual board retainer $350,000; committee membership retainers—Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End $25,000; committee chair retainers—Board Chair $150,000; Audit/Compliance Chair $35,000; Investment Chair $30,000; Dividend/Nominating/Closed-End Chair $25,000 .
- Deferred Compensation Plan: Independent Board Members may elect to defer fees into notional investments in eligible Nuveen funds; distributions can be lump sum or over 2–20 years; funds have no retirement or pension plans .
- Fund-level cash paid (NDMO): $2,430 to Thornton for NDMO’s last fiscal year ended October 31, 2024 .
- Total cash paid across Nuveen Funds: $463,750 to Thornton (latest table) .
| Component | Amount |
|---|---|
| Annual Board Retainer | $350,000 (2025 structure) |
| Audit Committee Member Retainer | $35,000 (2025 structure) |
| Investment Committee Member Retainer | $30,000 (2025 structure) |
| Dividend Committee Member Retainer | $25,000 (2025 structure) |
| Dividend Committee Chair Retainer | $25,000 (2025 structure) |
| Nominating & Governance Committee Member Retainer | $25,000 (2025 structure) |
| Closed-End Fund Committee Member Retainer | $25,000 (2025 structure) |
| NDMO Fund Compensation (FY ended Oct 31, 2024) | $2,430 |
| Total Compensation across Nuveen Funds (latest disclosed) | $463,750 |
| Deferred Fees at NDMO (FY ended Oct 31, 2024) | $0 |
Performance Compensation
- No performance-based compensation (no bonuses, RSUs/PSUs, options, or performance metrics are used for fund directors) .
- Committee chair/member fees and board retainers are fixed cash; any deferrals track fund returns notionally but are not an incentive plan .
| Performance Element | Status |
|---|---|
| Bonus/short-term incentive | None disclosed for directors |
| Equity awards (RSUs/PSUs/options) | None disclosed for directors |
| Performance metrics tied to pay | None disclosed for directors |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| The Sherwin-Williams Company | External directorship; Audit and Nominating & Corporate Governance committees | No related-party transactions disclosed with NDMO/Nuveen; independent status maintained |
| Crown Castle International | External directorship; Strategy and Compensation committees | No related-party transactions disclosed with NDMO/Nuveen; independent status maintained |
| Common-control holdings table | Thornton not listed among board members with holdings in companies advised by affiliates (Kenny disclosed; Thornton not) | Mitigates related-party exposure |
Expertise & Qualifications
- Operational expertise in logistics/transportation from senior FedEx roles; board service on audit, compensation, and strategy committees at large-cap public companies .
- Governance experience across 217 Nuveen portfolios; independent committee leadership as Dividend Committee Chair .
Equity Ownership
| Measure | NDMO | Fund Complex Aggregate |
|---|---|---|
| Dollar range of beneficial ownership | $0 | |
| Shares owned | 0 | |
| Ownership as % of shares outstanding | <1% for each Board Member (as of June 20, 2025) | |
| Stock ownership guideline | Expected to invest at least the equivalent of one year of compensation across the fund complex | |
| Aggregate range across all Nuveen funds | Over $100,000 | |
| Pledged shares | Not disclosed; no pledging noted in proxy |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 filings | Funds believe Board Members complied with all applicable Section 16(a) filing requirements during the last fiscal year and prior year |
| Form 4 transactions | Not detailed in proxy; no delinquent filings indicated |
Governance Assessment
- Strengths:
- Independent status, with no ties to TIAA/Nuveen; serves as Dividend Committee Chair and participates on Audit, Nominating & Governance, Investment, and Closed-End Fund committees—indicating strong engagement in distribution policy, financial oversight, and portfolio performance .
- Attendance met the ≥75% threshold amid a high meeting cadence (NDMO held 4 regular, 8 special board, 10 dividend, 14 audit, etc.), signaling active participation .
- External board experience (SW, CCI) on key committees enhances oversight skillset for audit, compensation, and strategy .
- Potential investor considerations:
- Alignment: $0 direct ownership and 0 shares in NDMO could be viewed as a soft alignment gap at the fund level, though the board’s guideline targets aggregate complex-level investment and Thornton’s aggregate range is Over $100,000; the proxy does not disclose director-by-director compliance with the “one year of compensation” guideline .
- Time commitments: Two external public boards with committee work plus multiple Nuveen committees; however, attendance disclosures mitigate concern .
- Conflicts: No related-party transactions or common-control holdings disclosed for Thornton; Section 16 compliance noted; non-audit fee structures do not suggest auditor independence concerns .
RED FLAGS: None disclosed in proxy regarding related-party transactions, pledging/hedging, option repricings, tax gross-ups, or low attendance. Fund directors do not receive equity awards or performance-based pay, limiting pay-for-performance concerns but also reducing direct alignment mechanisms at the individual fund level .