Matthew Thornton III

About Matthew Thornton III

Independent director of Nuveen New York Municipal Value Fund (NNY) since 2020; born 1958; B.B.A. University of Memphis and M.B.A. University of Tennessee. Former FedEx executive with 40+ years of operations leadership; currently serves on Sherwin‑Williams and Crown Castle boards. Deemed independent (not an “interested person”) of the Funds and Nuveen/TIAA; serves across the Nuveen unitary board with broad committee engagement .

Past Roles

External Roles

Board Governance

• Independence: All Nuveen fund board members (including Thornton) are independent under the 1940 Act and have never been employees or directors of TIAA or Nuveen .
• Committee assignments (NNY/Nuveen funds):
  • Dividend Committee: Chair (Thornton); members include Lancellotta, Kenny, Nelson, Starr .
  • Audit Committee: Member; Audit Chair is John K. Nelson; committee meets regularly with external auditors and oversees valuation .
  • Nominating & Governance Committee: Member; Independent Chair is Robert L. Young .
  • Investment Committee: Member; co‑chairs Boateng and Lancellotta .
  • Closed‑End Fund Committee: Member; Chair is Moschner .
• Attendance: Each board member attended 75% or more of board and committee meetings in the last fiscal year .
• Meeting volume (NNY): Regular Board 4; Special Board 7; Executive Committee 3; Dividend 10; Compliance 4; Audit 14; Nominating & Governance 6; Investment 3; Closed‑End 4 (FY ended Feb 29, 2024; NNY) .

Fixed Compensation

• Structure effective Jan 1, 2025 (Independent Board Members):
  • Annual retainer: $350,000; Audit Committee membership $35,000; Compliance Committee membership $35,000; Investment Committee membership $30,000; Dividend, Nominating & Governance, Closed‑End Funds membership $25,000 each; Board Chair $150,000; Audit/Compliance Chair $35,000; Investment Chair $30,000; Dividend/Nominating/Closed‑End Chair $25,000; ad hoc meeting fees $1,000–$2,500; special assignment fees (chair/co‑chair quarterly) from $1,250/$5,000 .
• Aggregate compensation received (Thornton):
  • Total from all Nuveen funds: $463,750 .
• NNY fund‑level compensation (allocated amounts):
  • FY ended Feb 29, 2024: $512 .
  • Stub Mar 1–Aug 31, 2024: $228 .

• Deferred compensation plan available; deferrals credited to book accounts mirroring selected Nuveen fund investments; distributions in lump sum or 2–20 years .
• Governance principle: board members expected to invest at least one year of compensation in Nuveen funds to align interests .

Performance Compensation

• Stock/Option awards: None disclosed for independent board members; compensation consists of cash retainers, committee retainers, and meeting fees .
• Performance metrics tied to compensation: None disclosed (no TSR/EBITDA/ESG targets for directors) .
• Clawbacks, severance, change‑of‑control (director): Not applicable/not disclosed for independent directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep operations expertise from FedEx (freight and express operations leadership), relevant to risk oversight and distribution policy deliberations for closed‑end funds .
• Public company board experience with audit and compensation committee service, strengthening governance credibility .
• Education: B.B.A. (University of Memphis); M.B.A. (University of Tennessee) .
• Professional networks and recognition: ELC member; NACD member; Ebony Power 100 (2016); Black Enterprise (2017) .

Equity Ownership

• Beneficial ownership in NNY:
  • Dollar range: $0 .
  • Shares owned: 0 .
• Aggregate dollar range across all Nuveen funds overseen: Over $100,000 .
• Ownership as % of NNY shares outstanding: Less than 1% for each board member; group less than 1% .
• Pledging/hedging: Not disclosed; no pledging noted .
• Ownership guideline: expected to invest at least one year’s compensation in Nuveen funds (aggregate, not necessarily NNY); exact compliance not determinable from “Over $100,000” band .

Governance Assessment

• Strengths:

  • Independent director with multi‑committee engagement; chair of Dividend Committee—central to distribution decisions critical for closed‑end fund investor confidence .
  • Public company governance experience (audit and compensation committees) enhances oversight quality in Nuveen fund context .
  • Attendance threshold met (≥75%); robust committee cadence indicates active board processes .

• Watch items:

  • Direct NNY ownership is zero; while aggregate Nuveen fund holdings are “Over $100,000,” the broad range prevents assessment of one‑year compensation guideline compliance. This may be seen as weaker fund‑specific alignment pending additional disclosure .
  • Extensive committee workload across the unitary board plus two public company boards could pose time‑commitment risk; however, no attendance shortfall disclosed (≥75%) .

• Controls/assurance:

  • Audit Committee oversight is strong; clear charter, independence, and external auditor rotation to PwC for current fiscal year; no Section 16(a) delinquency issues reported .

RED FLAGS

• Zero direct ownership in NNY may be viewed as limited fund‑specific “skin‑in‑the‑game,” though aggregate Nuveen fund investments are disclosed only as “Over $100,000,” limiting precision on alignment .
• Potential overboarding/time‑commitment risk due to broad committee service and two external public company boards; monitor attendance and engagement trends, especially around distribution and audit cycles .