Matthew Thornton III

About Matthew Thornton III

Matthew Thornton III (born 1958) is an Independent Board Member of Nuveen Municipal Value Fund, Inc. (NUV) since 2020. He retired as EVP & COO of FedEx Freight (2018–2019) after a 40+ year career at FedEx, with prior roles including 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), and has been recognized by Black Enterprise and Ebony for executive leadership; he is a member of the Executive Leadership Council and NACD .

Past Roles

External Roles

Board Governance

• Independence: Listed among Board Members/Nominees who are not “interested persons” (independent); all key committees are composed entirely of Independent Board Members .
• Committee assignments and chair roles:
  • Dividend Committee: Chair; members include Lancellotta, Kenny, Nelson, Starr .
  • Audit Committee: Member; current committee chaired by John K. Nelson; several members designated “audit committee financial experts” (Thornton not designated) .
  • Nominating & Governance Committee: Member .
  • Investment Committee: Member; committee co-chairs Boateng and Lancellotta .
  • Closed-End Fund Committee: Member; chaired by Moschner .
• Attendance: During the last fiscal year, each Board Member attended 75% or more of Board and applicable committee meetings; Appendix C lists meeting counts by fund .
• Tenure and term: Joined NUV Board in 2020; designated a Class III Board Member with term expiring at the 2027 annual meeting across applicable Nuveen funds .
• Scope: Oversees 217 portfolios in the Nuveen fund complex .

Committee Summary

Fixed Compensation

• Structure (effective Jan 1, 2025): Independent Board Members receive cash retainers and committee retainers; ad hoc meeting fees and special assignment fees apply. No pension plans; a deferred compensation plan allows directors to defer fees into notional investments in eligible Nuveen funds .

• Prior structure (2023 and pre-2025): Lower annual retainer and per-meeting fees; chair premiums and committee membership retainers were lower prior to Jan 1, 2025 .

• Aggregate compensation (latest disclosed): Total compensation from Nuveen funds paid to Matthew Thornton III was $463,750 (aggregate across funds; fiscal years ended Oct 31, 2024; some funds Mar 31, 2025 and New York funds with Feb 29, 2024 and stub period) .

• Deferred compensation elections: In the disclosed table of total deferred fees payable for participating funds/periods, entries for Matthew Thornton III are $0 across listed funds and periods, indicating no deferrals recorded in those instances .

Performance Compensation

• No performance-based compensation, stock awards, options, or bonus metrics are disclosed for Independent Board Members; compensation is via cash retainers, committee fees, and chair premiums, with optional deferred compensation into fund-linked accounts .

Other Directorships & Interlocks

• Interlock considerations: Thornton’s external public company board roles are fully disclosed; no related-party transactions or conflicts involving Thornton are disclosed in NUV’s proxy .

Expertise & Qualifications

• 40+ years of operating leadership at FedEx, culminating as EVP & COO of FedEx Freight, with deep experience in logistics, operations, and service quality .
• Recognitions include Black Enterprise’s “Most Powerful Executives in Corporate America” (2017) and Ebony’s Power 100 (2016) .
• Governance credentials via ELC and NACD membership; current director roles at Sherwin-Williams and Crown Castle .

Equity Ownership

• Guideline: Board Members are expected to invest at least the equivalent of one year of compensation in funds within the Nuveen fund complex .
• Beneficial ownership: As of June 20, 2025, each Board Member’s individual beneficial shareholdings of each Fund (including NUV) were less than 1% of outstanding shares; Board Members and officers as a group held less than 1% of outstanding shares of each Fund .
• Insider trading in NUV: Third-party trackers show no insider buys or sells by NUV insiders in the past 18 months; for Thornton specifically, no recent NUV Form 4 transactions are listed . Notable non-NUV trades include open-market buys at Crown Castle (10/21/2022 and 2/9/2021) and a 12/15/2023 purchase in Nuveen Floating Rate Income Fund (JFR) .

Governance Assessment

• Strengths: Independent director with extensive operating experience; active engagement across multiple committees; Chair of Dividend Committee; attendance at least 75% of meetings; broad oversight across 217 portfolios; clear, transparent compensation structure .
• Alignment: Board’s investment guideline encourages material personal investment in Nuveen funds; deferred compensation plan offers at-risk alignment to fund performance (he had no deferrals recorded in listed periods) .
• Risk and conflicts: No related-party transactions disclosed for Thornton; committees are entirely independent; Audit Committee includes designated financial experts (Thornton is not designated, which is common and not necessarily problematic) .
• RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, tax gross-ups, option repricing, or low attendance; attendance threshold met (≥75%) .

Implication for investors: Thornton’s chair role on the Dividend Committee and participation on Audit, Investment, Nominating & Governance, and Closed-End Fund committees, combined with independent status and solid attendance, support board effectiveness and dividend/distribution oversight for NUV. The cash-only director pay structure and investment guideline provide reasonable alignment, with no conflicts disclosed that would undermine investor confidence .