Matthew Thornton III
About Matthew Thornton III
Matthew Thornton III (born 1958) is an Independent Board Member of Nuveen Municipal Credit Opportunities Fund (NMCO), serving as a Class III trustee with a term expiring at the 2027 annual shareholder meeting; he joined the Nuveen Funds boards in 2020 . He holds a B.B.A. from the University of Memphis (1980) and an M.B.A. from the University of Tennessee (2001), and brings 40+ years of operations leadership from FedEx, including EVP & COO of FedEx Freight (2018–2019) and SVP, U.S. Operations at FedEx Express (2006–2018) . He is recognized for governance credentials via membership in the Executive Leadership Council (since 2014) and NACD, with industry recognition by Black Enterprise (2017) and Ebony (2016) . By classification and committee composition, Thornton is independent of Nuveen/TIAA advisers and service providers .
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, modernization of freight operations, and customer solutions . |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversaw U.S. operations; prior roles included positions of increasing responsibility across FedEx . |
| FedEx Corporation | Various management positions | Pre-2006 | Progressive leadership roles prior to SVP appointment . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Since 2014 | Member, Audit Committee; Member, Nominating & Corporate Governance Committee . |
| Crown Castle International | Director | Since 2020 | Member, Strategy Committee; Member, Compensation Committee . |
| Safe Kids Worldwide (non-profit) | Director | 2012–2018 | Governance role at injury-prevention non-profit . |
| Executive Leadership Council | Member | Since 2014 | Leadership network for senior Black executives . |
| National Association of Corporate Directors | Member | N/A | Professional governance association membership . |
Board Governance
- Independence: Listed among “Board Members who are not ‘interested persons’,” and serves on committees composed entirely of Independent Board Members; Audit Committee members meet NYSE/NASDAQ/SEC independence requirements .
- Committee assignments (Nuveen Funds complex):
- Dividend Committee: Chair .
- Audit Committee: Member .
- Nominating & Governance Committee: Member .
- Investment Committee: Member .
- Closed-End Fund Committee: Member .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Engagement (NMCO meeting cadence last fiscal year): Regular Board (5), Special Board (7), Executive (5), Dividend (8), Compliance (4), Audit (14), Nominating (7), Investment (3), Closed-End Fund (4) .
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board retainer (Independent) | $350,000 | $350,000 | Effective Jan 1, 2024 . |
| Committee membership – Audit | $30,000 | $35,000 | Per committee, annual . |
| Committee membership – Compliance, Risk Mgmt & Regulatory Oversight | $30,000 | $35,000 | Per committee, annual . |
| Committee membership – Investment | $20,000 | $30,000 | Per committee, annual . |
| Committee membership – Dividend | $20,000 | $25,000 | Per committee, annual . |
| Committee membership – Nominating & Governance | $20,000 | $25,000 | Per committee, annual . |
| Committee membership – Closed-End Fund | $20,000 | $25,000 | Per committee, annual . |
| Board Chair retainer | $140,000 | $150,000 | For Chair/Co-Chair; Thornton is Dividend Committee Chair (committee chair fees below) . |
| Audit/Compliance Committee Chair fee | $30,000 | $35,000 | Annual . |
| Investment Committee Chair fee | $20,000 | $30,000 | Annual . |
| Dividend/Nominating/Closed-End Committee Chair fee | $20,000 | $25,000 | Annual . |
| Ad hoc meeting fee | $1,000 or $2,500 | $1,000 or $2,500 | Based on meeting length/immediacy . |
| Special assignment committees (quarterly) – Chair/Co-Chair | $1,250 | $1,250 | Starting amounts . |
| Special assignment committees (quarterly) – Members | $5,000 | $5,000 | Starting amounts . |
| Fund | Aggregate Compensation to Matthew Thornton III (last fiscal year) |
|---|---|
| NMCO (Municipal Credit Opportunities) | $2,858 . |
| Total across Nuveen Fund Complex | $463,750 . |
- Deferred Compensation Plan available (no pension/retirement plans); deferrals notionally invested in eligible Nuveen funds with distributions in lump sum or over 2–20 years; funds reimburse adviser for allocable portion of CCO incentive comp; officers receive no compensation from funds .
Performance Compensation
| Element | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs) | Not applicable; director pay structured as cash retainers/fees; no equity grants disclosed . |
| Option awards | Not applicable; no option awards disclosed . |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed for directors; no performance-based pay design indicated . |
| Clawbacks / Gross-ups / Severance / Change-of-control | Not disclosed for directors; funds are closed-end and do not report executive severance structures for trustees . |
Other Directorships & Interlocks
| Company | Sector | Role | Committees | Potential Interlock Considerations |
|---|---|---|---|---|
| The Sherwin-Williams Company | Paints & Coatings | Director (since 2014) | Audit; Nominating & Corporate Governance . | Low direct overlap with NMCO’s municipal credit strategy; no related-party transactions disclosed in NMCO proxy . |
| Crown Castle International | Communications Infrastructure | Director (since 2020) | Strategy; Compensation . | Low direct overlap; no related-party transactions disclosed in NMCO proxy . |
Expertise & Qualifications
- Deep operations leadership from FedEx Freight and FedEx Express, including modernizing freight operations and overseeing U.S. network performance .
- Audit and governance experience via committee service at Sherwin-Williams; strategy and compensation oversight at Crown Castle .
- Education: B.B.A. (University of Memphis) and M.B.A. (University of Tennessee) .
- Professional networks and recognition: ELC (since 2014), NACD; recognized by Black Enterprise (2017) and Ebony (2016) .
Equity Ownership
| Fund | Dollar Range (Dec 31, 2024) | Shares Held (Dec 31, 2024) | Ownership % |
|---|---|---|---|
| NMCO (Municipal Credit Opportunities) | $0 . | 0 . | <1% for each Board Member; group <1% for each Fund as of Feb 18, 2025 . |
| Floating Rate Income (JFR) | Over $100,000 . | 29,000 . | <1% as above . |
| Aggregate in family of investment companies | Over $100,000 . | N/A | N/A |
- Board principle: Each Board Member is expected to invest at least one year of compensation in funds across the Fund Complex, directly or on a deferred basis .
- No pledging/hedging policy disclosures for directors were identified in the proxy; no shares pledged reported for Thornton .
Governance Assessment
-
Strengths: Independent status; broad committee service including chairing the Dividend Committee; Audit Committee membership meeting SEC and exchange independence criteria; consistent attendance (≥75%); extensive operating expertise enhancing oversight of leverage, risk, and distribution policies in closed-end structures .
-
Alignment: Material investment across the fund family and significant holding in Floating Rate Income; however, no direct NMCO position disclosed (0 shares, $0 dollar range), which may be viewed as a minor alignment gap specific to NMCO, albeit within the context of the fund-complex ownership guideline .
-
Conflicts/Related parties: No related-party transactions or cross-holdings involving Thornton flagged in the adviser-affiliate holdings appendix; other directors are listed, but not Thornton .
-
Compensation structure: Cash-based retainers and committee fees, with no equity/option awards or performance metrics tied to pay; Nominating & Governance Committee oversees compensation periodically, reducing risk of unmanaged pay escalation .
-
RED FLAGS:
- No direct NMCO share ownership (0 shares) despite the fund-complex guideline; investors may prefer direct ownership in the specific fund overseen .
- Multiple external public company board commitments (Sherwin-Williams, Crown Castle) could constrain time; attendance threshold met, but workload should continue to be monitored for sustained engagement quality .
-
Overall: Governance posture appears robust given independence, chair/committee roles, and attendance; absence of NMCO-specific ownership is the principal alignment consideration, partially mitigated by significant fund-complex investment and the formal expectation to invest at least one year’s compensation across the funds .