Matthew Thornton III
About Matthew Thornton III
Matthew Thornton III (born 1958) is an Independent Board Member with over 40 years of leadership and operations experience at FedEx, including EVP & COO of FedEx Freight (2018–2019) and SVP, U.S. Operations at FedEx Express (2006–2018); he holds a B.B.A. from the University of Memphis (1980) and an M.B.A. from the University of Tennessee (2001) . He joined the Nuveen Funds Boards in 2020 and serves as a Class III Board Member with his term expiring at the 2027 annual meeting (continuing for NOM) . He is independent, serving on committees comprised entirely of Independent Board Members and meeting NYSE/NASDAQ and SEC independence standards through Audit Committee membership .
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 operations, strategic guidance, modernization of freight operations, and innovative customer solutions |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Led U.S. operations; earlier held positions of increasing responsibility at FedEx |
| FedEx (corporate) | Various management positions | Pre‑2006 | Progressive leadership roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Sherwin‑Williams Company | Director | Since 2014 | Audit; Nominating & Corporate Governance |
| Crown Castle International | Director | Since 2020 | Strategy; Compensation |
| Safe Kids Worldwide (non‑profit) | Director | 2012–2018 | Board member |
| Executive Leadership Council (ELC) | Member | Since 2014 | Membership organization for global Black senior executives |
| National Association of Corporate Directors (NACD) | Member | — | Corporate governance association |
| Recognition | — | 2016–2017 | Ebony Power 100 (2016); Black Enterprise Most Powerful Executives (2017) |
Board Governance
- Independence: Member of committees comprised solely of Independent Board Members; Audit Committee explicitly states independence and SEC/NYS/NASDAQ qualifications; Thornton is listed as a member .
- Committee assignments and roles:
- Chair, Dividend Committee .
- Member, Audit Committee .
- Member, Nominating & Governance Committee .
- Member, Investment Committee .
- Term and tenure: Class III director; term runs to 2027; service since 2020 .
- Meeting cadence (NOM – Missouri Municipal) last fiscal year:
- Regular Board Meetings: 5
- Special Board Meetings: 8
- Executive Committee Meetings: 8
- Dividend Committee Meetings: 10
- Compliance, Risk Management & Regulatory Oversight Committee Meetings: 6
- Audit Committee Meetings: 15
- Nominating & Governance Committee Meetings: 5
- Investment Committee Meetings: 4
- Closed‑End Fund Committee: 4
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $210,000 | $350,000 | $350,000 |
| Audit Committee member retainer | $2,500 per meeting | $30,000 | $35,000 |
| Compliance Committee member retainer | $5,000 per meeting | $30,000 | $35,000 |
| Investment Committee member retainer | $2,500 per meeting | $20,000 | $30,000 |
| Dividend Committee member retainer | $1,250 per meeting | $20,000 | $25,000 |
| Nominating & Governance Committee member retainer | $500 per meeting | $20,000 | $25,000 |
| Dividend Committee Chair fee (Thornton) | $20,000 | $20,000 | $25,000 |
| Board Chair fee (if applicable) | $140,000 | $140,000 | $150,000 |
| Ad hoc Board/Committee meeting fees | $500–$5,000 depending on meeting type | $1,000 or $2,500 per ad hoc meeting; special assignment committee quarterly fees (Chair from $1,250; members from $5,000) | Same as 2024 |
- Aggregate compensation paid by NOM (Missouri Municipal Fund) to Thornton for last fiscal year: $137 .
- The Nuveen Funds have no retirement or pension plans; officers are unpaid by the Funds; CCO comp is paid by the Adviser (with partial reimbursement) .
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance‑based pay elements (bonuses, PSUs/options tied to financial metrics) | None disclosed for Independent Board Members; compensation is structured as retainers and fees without disclosed performance targets |
| Deferred compensation elections | Available via Deferred Compensation Plan (book reserve account tracking eligible Nuveen fund shares), but Thornton shows no deferred amounts across Participating Funds in the reported table |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| The Sherwin‑Williams Company | Director (since 2014) | Audit; Nominating & Corporate Governance | No related‑party exposure disclosed in NOM’s proxy |
| Crown Castle International | Director (since 2020) | Strategy; Compensation | No related‑party exposure disclosed in NOM’s proxy |
- Notes: Appendix tables highlight certain board members’ holdings in companies advised by affiliates of the Funds’ adviser; no such related holdings are disclosed for Thornton .
- In 2024, certain Nuveen funds experienced failed trustee elections leading to holdover terms; Thornton is a holdover trustee for specific funds until successors are elected, signaling shareholder dynamics in the fund complex (not specific to NOM) .
Expertise & Qualifications
- Operations and logistics leadership across FedEx businesses; modernization and strategic guidance experience .
- Financial oversight experience via Audit Committee roles at Sherwin‑Williams and NOM’s Audit Committee membership .
- Governance experience via Nominating & Governance Committee roles .
- Education: B.B.A. (University of Memphis, 1980); M.B.A. (University of Tennessee, 2001) .
- Professional affiliations: ELC (since 2014); NACD member .
- Recognitions: Ebony Power 100 (2016); Black Enterprise Most Powerful Executives (2017) .
Equity Ownership
| Fund | Shares Owned | Dollar Range | Ownership % of Shares Outstanding |
|---|---|---|---|
| NOM (Missouri Municipal) | 0 | $0 | 0.00% (0 / 2,350,752 shares outstanding as of Feb 18, 2025) |
| Floating Rate Income (reference alignment) | 29,000 | Over $100,000 | <1% (director ownership of any fund is <1% individually) |
- As of February 18, 2025, each Board Member’s individual beneficial shareholdings in each Fund were less than 1% of the outstanding shares; directors and officers as a group also owned less than 1% in each Fund .
- No pledging, hedging, or loans are disclosed for Thornton in NOM’s proxy .
Governance Assessment
- Strengths: Independent director with substantial operating experience; Chair of Dividend Committee and member of Audit, Investment, and Nominating & Governance, indicating broad governance engagement and influence in distribution policy and risk/financial oversight . Audit Committee independence and qualifications provide investor confidence in financial reporting oversight .
- Alignment: No direct ownership in NOM (0 shares), but material ownership in another Nuveen fund (Floating Rate Income) suggests engagement with the fund complex; no deferred fee elections indicated, so no synthetic equity alignment via the Deferred Compensation Plan .
- Conflicts/Related Parties: No related‑party transactions or affiliate‑company holdings disclosed for Thornton; Appendix flags such relationships for other board members, but not him .
- Shareholder Signals: Holdover status in other Nuveen funds due to failed 2024 trustee elections underscores broader shareholder sentiment in parts of the fund complex; this is not specific to NOM but relevant to overall governance context .
- Attendance: Meeting volumes are high across committees for NOM, but individual director attendance rates are not disclosed; no red flag on attendance is indicated in the filing .
RED FLAGS: None disclosed for Thornton on related‑party transactions, hedging/pledging, tax gross‑ups, or option repricing in the NOM proxy . Low direct ownership in NOM (0 shares) may be noted by investors seeking stronger fund‑specific alignment, though director ownership across funds is generally <1% and no guidelines are disclosed .