Matthew Thornton III

About Matthew Thornton III

Independent director of Nuveen Municipal High Income Opportunity Fund (NMZ) since 2020, born 1958, with 40+ years of operating leadership at FedEx culminating as EVP & COO of FedEx Freight (2018–2019). He holds a B.B.A. (University of Memphis, 1980) and an M.B.A. (University of Tennessee, 2001), and oversees 217 portfolios across the Nuveen fund complex. He also serves on public company boards at The Sherwin-Williams Company and Crown Castle International with audit/governance and strategy/compensation committee assignments, respectively. The Nuveen funds classify Thornton as independent (not an “interested person”) and report that all directors met the 75% attendance threshold in the last fiscal year .

Past Roles

External Roles

Board Governance

• Independence: Nuveen funds state all listed board members, including Thornton, are not “interested persons” and have never been employees/directors of TIAA, Nuveen, or affiliates .
• NMZ term/class: Serves as a Class II or III Board Member with term expiring at the 2027 annual meeting (director since 2020) .
• Committee leadership and memberships (current):
  • Dividend Committee – Chair
  • Audit Committee – Member
  • Nominating & Governance Committee – Member
  • Investment Committee – Member
  • Closed-End Fund Committee – Member
• Attendance: Each board member attended ≥75% of Board and applicable committee meetings last fiscal year .
• NMZ meeting load last fiscal year (Appendix C): Regular Board 4; Special Board 8; Executive 4; Dividend 10; Compliance 6; Audit 14; Nominating & Governance 5; Investment 4; Closed-End 4 .
• Complex scope: Oversees 217 portfolios in the Fund Complex (workload/overboarding consideration) .
• Chair of the Board: Robert L. Young (Independent Chair) .

Fixed Compensation

Structure and reported amounts relevant to Thornton’s role as an independent director (Nuveen complex-wide and NMZ-specific):

Performance Compensation

Independent directors do not receive performance-linked pay (no PSU/RSU/option programs) and Nuveen funds disclose no retirement/pension plans for the Board. A voluntary deferred compensation plan is available, but Thornton showed no deferred amounts for NMZ in the last fiscal year.

Other Directorships & Interlocks

The proxy does not disclose related-party transactions involving Thornton; Section 16(a) compliance is reported as current for directors and affiliates in the last fiscal year .

Expertise & Qualifications

• 40+ years in logistics/operations leadership at FedEx; oversight of large-scale operations and modernization initiatives (FedEx Freight COO; FedEx Express SVP U.S. Ops) .
• Public board committee experience spanning audit, governance, strategy, and compensation (Sherwin-Williams; Crown Castle) .
• Recognized by Black Enterprise (Most Powerful Executives, 2017) and Ebony (Power 100, 2016); member of Executive Leadership Council (ELC) and NACD .
• Education: B.B.A. (University of Memphis, 1980); M.B.A. (University of Tennessee, 2001) .

Equity Ownership

• Board ownership guideline: Directors are expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in Nuveen funds; compliance status cannot be determined from range disclosures alone .

Governance Assessment

• Strengths:
  • Independence affirmed; extensive committee engagement including Audit membership and Dividend Committee Chair role (distribution policy oversight is material for CEF investors) .
  • Professional breadth in operations and governance; public board committee roles in audit/governance and compensation/strategy add oversight depth .
  • Attendance met ≥75% threshold; Board/committee cadence is robust (e.g., 14 Audit and 10 Dividend meetings for NMZ) supporting active oversight .
• Watch items / potential red flags:
  • Alignment: Thornton reports $0 NMZ ownership, though aggregate complex holdings exceed $100,000; the Board “one-year compensation” ownership expectation exists, but compliance vs. that threshold cannot be verified from ranges .
  • Workload/overboarding: Oversees 217 portfolios and holds two external public directorships; despite adequate attendance, ongoing monitoring of capacity is warranted .
• Other signals:
  • Section 16 compliance reported as current (no delinquent filings), reducing governance risk perceptions tied to reporting controls .
  • No related-party transactions involving directors are disclosed in the proxy; independence and committee structures (including Audit oversight of valuation and external auditor) are clearly articulated .

Director Compensation (Fund- and Complex-Level)

Committee Assignments Summary (Current)

Insider Reporting

Meeting Activity (NMZ – Last Fiscal Year)