Matthew Thornton III
About Matthew Thornton III
Independent Board Member of Nuveen AMT‑Free Municipal Value Fund (NUW) since 2020; born 1958; B.B.A., University of Memphis (1980) and M.B.A., University of Tennessee (2001) . Retired EVP & COO of FedEx Freight (2018–2019) and former SVP, U.S. Operations at FedEx Express (2006–2018), bringing 40+ years of operations leadership in transportation, logistics, and modernization initiatives . He is an Independent Board Member under the 1940 Act and Nuveen standards . External public company board experience includes Sherwin‑Williams (Audit; Nominating & Corporate Governance) and Crown Castle (Strategy; Compensation), plus governance affiliations with ELC and NACD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | 2018–2019 | Led day‑to‑day operations, strategic guidance, freight modernization, innovative customer solutions |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | 2006–2018 | Oversaw U.S. operations; prior progressive management roles at FedEx |
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 | Organization of global Black senior executives |
| National Association of Corporate Directors (NACD) | Member | N/A | Governance affiliation |
Board Governance
- Independence: Board members, including Thornton, are not “interested persons” of the Funds or adviser and are deemed Independent Board Members .
- Committees: Chair, Dividend Committee; member, Audit; Nominating & Governance; Investment; Closed‑End Fund Committees .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Years of service: On the Nuveen Funds board since 2020; currently serving as Class II or III with term expiring at the 2027 annual meeting for funds without preferred shares .
- Board leadership: Independent Chair is Robert L. Young; committee charters in place across Audit, Compliance/Risk, Nominating & Governance, Investment, Dividend, Closed‑End .
| NUW Board & Committee Meetings (Last Fiscal Year) | Count |
|---|---|
| Regular Board Meetings | 4 |
| Special Board Meetings | 8 |
| Executive Committee | 4 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight | 6 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
Structure moved from meeting‑fee model (2023) to retainer‑based committee memberships (2024), with increased chair/member retainers in 2025.
| Component (USD) | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base annual retainer (Independent Board Members) | 210,000 | 350,000 | 350,000 |
| Board Chair retainer | 140,000 | 140,000 | 150,000 |
| Audit Committee – membership retainer | 2,500 per meeting | 30,000 | 35,000 |
| Compliance/Risk Committee – membership retainer | 5,000 per meeting | 30,000 | 35,000 |
| Investment Committee – membership retainer | 2,500 per meeting | 20,000 | 30,000 |
| Dividend Committee – membership retainer | 1,250 per meeting | 20,000 | 25,000 |
| Nominating & Governance – membership retainer | 500 per meeting (other committees) | 20,000 | 25,000 |
| Closed‑End Fund – membership retainer | 2,500 per meeting | 20,000 | 25,000 |
| Audit/Compliance Committee – Chair retainer | 20,000 | 30,000 | 35,000 |
| Investment Committee – Chair/Co‑Chair retainer | 20,000 | 20,000 | 30,000 |
| Dividend/Nominating/Closed‑End – Chair retainer | 20,000 | 20,000 | 25,000 |
| Ad hoc meeting fees (Board/Committees) | 4,000 special Board; 1,000–2,500 ad hoc committee | 1,000–2,500 ad hoc committee | 1,000–2,500 ad hoc committee |
Thornton’s actual aggregate compensation across the Nuveen Funds was $463,750 (latest reported) with NUW’s allocated portion $930 (FY ended Oct 31, 2024) .
Performance Compensation
- No performance‑based pay, stock awards, options, or explicit performance metrics for Independent Board Members were disclosed; compensation is cash retainers and committee retainers with optional deferred compensation elections .
| Metric | Disclosed for Directors? | Notes |
|---|---|---|
| Annual bonus/target bonus | No | Not applicable to fund directors |
| RSUs/PSUs/options | No | No equity awards disclosed |
| Performance metrics (TSR/EBITDA/ESG) | No | Not used for director pay |
| Deferred compensation elected (Thornton) | $0 across participating funds in reported table | Deferred comp plan available; Thornton’s table shows $0 |
Other Directorships & Interlocks
| Company | Role | Since | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Sherwin‑Williams | Director | 2014 | Audit; Nominating & Corporate Governance | Operating company; no NUW supplier/customer link disclosed |
| Crown Castle International | Director | 2020 | Strategy; Compensation | Operating company; no NUW supplier/customer link disclosed |
Expertise & Qualifications
- 40+ years in operations and logistics at FedEx; senior leadership of large, complex, safety‑critical networks .
- Public company board experience in industrials and telecom infrastructure; committee service in audit, compensation, governance, and strategy .
- Recognitions by Black Enterprise (2017) and Ebony (2016); memberships in ELC and NACD support governance literacy and network reach .
Equity Ownership
| Item | NUW | Fund Complex Aggregate |
|---|---|---|
| Dollar range owned | $0 | Over $100,000 |
| Shares owned | 0 | Not aggregated by count; individual funds <1% each |
| Ownership % of outstanding | <1% (each fund director) | N/A |
| Pledged/hedged shares | Not disclosed; no pledging noted | N/A |
| Ownership guideline | Expected to invest at least one year’s compensation in Fund Complex | Compliance level not disclosed |
Governance Assessment
- Strengths: Independent status; chairs Dividend Committee; serves on Audit, Investment, Nominating & Governance, and Closed‑End Fund Committees, indicating broad oversight; 75%+ attendance across meetings; significant public board experience on audit/comp committees .
- Alignment: NUW‑specific ownership is $0 and 0 shares, while aggregate Fund Complex ownership is “Over $100,000”; board policy expects at least one year of compensation invested in the complex—actual compliance level for Thornton is not disclosed, limiting assessment of alignment depth .
- Compensation structure: Shift toward higher fixed retainers in 2025 (member and chair retainers increased), emphasizing stable cash compensation; no pay‑for‑performance elements for directors, which is typical for funds but reduces incentive alignment; Thornton’s latest complex‑wide compensation $463,750 with NUW allocation $930 .
- Red flags: No related‑party transactions disclosed involving Thornton; section 16 filings compliance noted; no evidence of pledging/hedging; time‑commitment risk manageable but multi‑committee workload plus two public boards warrants monitoring for engagement depth .
Appendix: NUW‑Specific Director Compensation (Latest Reported)
| Fund | Period | Matthew Thornton III Compensation (USD) |
|---|---|---|
| Nuveen AMT‑Free Municipal Value Fund (NUW) | Fiscal Year ended Oct 31, 2024 | $930 |
Notes
- Committee Charters and membership lists: Audit (member), Dividend (Chair), Nominating & Governance (member), Investment (member), Closed‑End (member) .
- Board Meeting Counts: See Board Governance table above .
- Deferred Compensation Plan available; Thornton’s entries show $0 in the reported cross‑fund table rows .
- All directors compliant with Section 16(a) filings per fund review .