Matthew Thornton III
About Matthew Thornton III
Independent Board Member of Nuveen Municipal Income Fund, Inc. (NMI) since 2020; born 1958. Former Executive Vice President & COO, FedEx Freight (2018–2019) and Senior Vice President, U.S. Operations, FedEx Express (2006–2018). Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001). Current outside public company directorships: Sherwin-Williams (Audit; Nominating & Corporate Governance) and Crown Castle International (Strategy; Compensation) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | 2018–2019 | Responsible for day‑to‑day ops, strategic guidance, modernization of freight operations, customer solutions |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Led U.S. operations; prior increasing responsibility roles at FedEx |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Sherwin‑Williams Company | Director | Since 2014 | Audit; Nominating & Corporate Governance |
| Crown Castle International | Director | Since 2020 | Strategy; Compensation |
| Executive Leadership Council; NACD | Member | Since 2014 (ELC) | Professional governance networks |
Board Governance
- Independence: Not an “interested person” under the 1940 Act; deemed Independent Board Member .
- Committee assignments (Nuveen fund complex): Chair, Dividend Committee; Member, Audit; Nominating & Governance; Investment; Closed‑End Fund Committees .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year .
- Board structure: Unitary independent board oversees entire Nuveen fund complex; independent Chair (Robert L. Young) .
NMI Meeting Activity (last fiscal year)
| Meeting Type | Count |
|---|---|
| Regular Board Meetings | 4 |
| Special Board Meetings | 8 |
| Executive Committee | 4 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee | 6 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
- 2025 structure (effective Jan 1, 2025): $350,000 annual retainer; committee membership retainers: Audit $35,000; Compliance/Risk $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End Funds $25,000. Committee chair retainers: Audit $35,000; Compliance/Risk $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End Funds $25,000. Ad hoc meeting fees $1,000–$2,500 depending on length and immediacy .
- Historical changes: 2024 membership retainers lower (Audit/Compliance $30,000; others $20,000); 2023 had per‑meeting fees (e.g., Board $7,250 per day) and lower annual retainer ($210,000) before the 2024 shift to higher fixed retainers .
Aggregate Compensation Paid (last fiscal cycle)
| Metric | Amount |
|---|---|
| Total compensation from Nuveen funds paid to Matthew Thornton III | $463,750 |
| NMI fund allocation to Matthew Thornton III | $273 |
Notes: Compensation is allocated among funds pro‑rata by net assets; officers receive no compensation from funds; deferred compensation program available for directors .
Performance Compensation
- No variable or performance‑based compensation disclosed for directors of NMI; no stock, option, PSU/RSU awards; compensation is cash retainer/fees with optional deferral into fund equivalents .
- Deferred compensation elections: No deferred amounts shown for Matthew Thornton III in the per‑fund deferred fees table (values appear as $0 for his column across listed funds) .
Other Directorships & Interlocks
| Company | Relationship to NMI | Potential Interlock/Conflict |
|---|---|---|
| Sherwin‑Williams | Unrelated operating company; Matthew serves as director | No related‑party transactions disclosed with NMI; no interlock identified |
| Crown Castle International | Unrelated REIT/infrastructure company; Matthew serves as director | No related‑party transactions disclosed with NMI; no interlock identified |
Expertise & Qualifications
- 40+ years of leadership and operating experience in logistics and large‑scale operations at FedEx .
- Governance and strategy exposure through Audit/Nominating committees at Sherwin‑Williams; Strategy/Compensation at Crown Castle .
- Recognitions: Black Enterprise 2017 Most Powerful Executives; Ebony 2016 Power 100 .
- Degrees: B.B.A. (University of Memphis), M.B.A. (University of Tennessee) .
Equity Ownership
| Holding | Amount |
|---|---|
| NMI beneficial ownership (dollar range) | $0 |
| NMI shares owned | 0 |
| Aggregate equity range across Nuveen fund complex | Over $100,000 |
| Ownership guideline | Board expects each Independent Board Member to invest at least one year of compensation in funds within the complex (direct or deferred) |
Alignment comments: While direct ownership in NMI is $0, aggregate fund complex holdings are disclosed as “Over $100,000,” consistent with the Board’s investment alignment principle; no pledging or hedging disclosed .
Governance Assessment
- Strengths: Independent status; chairs Dividend Committee; broad committee participation (Audit, Nominating, Investment, Closed‑End) indicating high engagement; attendance ≥75% across Board/committee meetings; experienced operator with external public board expertise (Audit/Compensation/Nominating/Strategy) .
- Compensation & incentives: Fixed retainers emphasize service rather than performance pay; no stock/option awards, reducing compensation‑related conflicts; optional deferred comp aligns economics with fund outcomes .
- Ownership alignment: No direct NMI holdings may be a minor optics issue, but Board policy targets aggregate complex investment; Thornton’s aggregate range “Over $100,000” supports alignment at complex level .
- Conflicts/related‑party: No related‑party transactions or Section 16(a) filing delinquencies disclosed; auditor independence policies in place; change to PwC for current fiscal year noted .
- Red flags: None disclosed on legal proceedings, tax gross‑ups, option repricings, pledging/hedging, or related‑party arrangements; say‑on‑pay not applicable for fund boards .