Matthew Thornton III
About Matthew Thornton III
Independent Board Member of Nuveen AMT‑Free Municipal Credit Income Fund (NVG) since 2020; year of birth 1958. Former Executive Vice President and Chief Operating Officer at FedEx Freight (2018–2019) and Senior Vice President, U.S. Operations at FedEx Express (2006–2018). Education: B.B.A., University of Memphis (1980); M.B.A., University of Tennessee (2001). External public company directorships include The Sherwin‑Williams Company (since 2014) and Crown Castle International (since 2020), with committee service noted below .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | May 2018 – Nov 2019 | Responsible for day‑to‑day operations, strategic guidance, modernization of freight operations, and delivering customer solutions . |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | Sep 2006 – May 2018 | Led nationwide operations; earlier held multiple management roles at FedEx prior to 2006 . |
| FedEx (parent) | Various management positions | Pre‑2006 | Progressive operating leadership across FedEx businesses . |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| The Sherwin‑Williams Company | Director | Since 2014 | Audit Committee; Nominating & Corporate Governance Committee . |
| Crown Castle International | Director | Since 2020 | Strategy Committee; Compensation Committee . |
| Safe Kids Worldwide® | Director | 2012 – 2018 | Non‑profit board focused on preventing childhood injuries . |
| Executive Leadership Council (ELC) | Member | Since 2014 | Senior executive leadership network . |
| National Association of Corporate Directors (NACD) | Member | Ongoing | Director education and governance community . |
| Recognition | Black Enterprise “Most Powerful Executives in Corporate America” (2017); Ebony “Power 100” (2016) | — | Industry recognition . |
Board Governance
- Independence: Classified as “Independent Board Member” under the 1940 Act; has never been an employee/director of TIAA, Nuveen, or affiliates .
- Years of service at NVG: Since 2020; designated Class II or Class III Board Member with current term expiring at the 2027 annual meeting (as applicable by fund/class) .
- Committee assignments (NVG/Nuveen closed‑end funds):
- Dividend Committee: Chair (members include Lancellotta, Kenny, Nelson, Starr) .
- Audit Committee: Member (Chair: Nelson; members include Boateng, Lancellotta, Starr, Wolff, Young) .
- Nominating & Governance Committee: Member (Chair: Young; full independent membership) .
- Investment Committee: Member (committee of all Independent Board Members) .
- Closed‑End Fund Committee: Member (Chair: Moschner) .
- Executive Committee: Not a member (Chair: Young; members: Kenny, Nelson, Toth) .
- Attendance: Each Board Member attended 75%+ of Board and committee meetings in the last fiscal year across the funds overseen .
Fixed Compensation
- Structure (effective January 1, 2025):
- Annual Board retainer: $350,000 .
- Committee membership retainers: Audit $35,000; Compliance/Risk/Regulatory $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed‑End Funds $25,000 .
- Chair retainers: Board Chair $150,000; Audit/Compliance Chair $35,000; Investment Chair/Co‑Chair $30,000; Dividend/N&G/Closed‑End Chair $25,000 .
- Ad hoc meetings: $1,000 or $2,500 depending on length/immediacy; special assignment committees paid quarterly (Chair from $1,250; members from $5,000) .
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $350,000 | Effective Jan 1, 2025 . |
| Audit Committee Membership | $35,000 | Annual retainer . |
| Compliance/Risk/Regulatory Membership | $35,000 | Annual retainer . |
| Investment Committee Membership | $30,000 | Annual retainer . |
| Dividend Committee Membership | $25,000 | Annual retainer; Thornton is Chair . |
| Nominating & Governance Membership | $25,000 | Annual retainer . |
| Closed‑End Funds Membership | $25,000 | Annual retainer . |
| Board Chair (if served) | $150,000 | Not applicable to Thornton . |
| Audit/Compliance Chair (if served) | $35,000 | Not applicable to Thornton . |
| Investment Chair (if served) | $30,000 | Not applicable to Thornton . |
| Dividend/N&G/Closed‑End Chair (if served) | $25,000 | Thornton chairs Dividend Committee . |
| Ad hoc meeting fees | $1,000–$2,500 | Per meeting, length/immediacy‑based . |
| Special assignment committees | Chair ≥$1,250; Members ≥$5,000 (quarterly) | As assigned . |
| Director Compensation (Cash) | FY 2024 | FY 2025 |
|---|---|---|
| NVG (Aggregate compensation paid by NVG to Thornton) | $12,909 | $12,668 |
| Total Compensation from Nuveen Funds (Fund Complex) | $433,750 | $463,750 |
Performance Compensation
- Independent Board Members do not receive stock options, RSUs/PSUs, or performance‑based equity awards; compensation is cash‑based with optional deferred compensation elections .
- Thornton’s deferred compensation elections (NVG): No deferred fees reported.
| Deferred Compensation (NVG) | FY 2024 | FY 2025 |
|---|---|---|
| Deferred Fees (Thornton) | $0 | $0 |
Other Directorships & Interlocks
| Company | Role | Start Year | Committees |
|---|---|---|---|
| The Sherwin‑Williams Company | Director | 2014 | Audit; Nominating & Corporate Governance . |
| Crown Castle International | Director | 2020 | Strategy; Compensation . |
No related‑party transactions disclosed for Thornton in NVG’s proxy statements; board members are independent of TIAA/Nuveen and affiliates . The 2025 proxy’s related holdings table focuses on another director (Kenny); no entry for Thornton .
Expertise & Qualifications
- 40+ years of operating leadership in logistics and large‑scale U.S. operations (FedEx Freight COO; FedEx Express SVP) .
- Governance experience on NYSE‑listed boards with audit, compensation, strategy, and nominating/governance committee service .
- ELC and NACD membership; recognized by Black Enterprise (2017) and Ebony (2016) for executive leadership .
Equity Ownership
- Ownership guideline: Board members are expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex (directly or on a deferred basis) .
- Reported beneficial ownership (May 31, 2025):
| Metric | NVG (AMT‑Free Credit Income) | Fund Complex Aggregate |
|---|---|---|
| Dollar Range of Equity Securities Beneficially Owned | $0 | Over $100,000 |
| Shares Beneficially Owned | 0 | Aggregate dollars across complex reported; individual fund holdings <1% of outstanding shares |
As of June 20, 2025, each Board Member’s individual beneficial shareholdings in each fund were <1% of that fund’s outstanding shares .
Governance Assessment
- Board effectiveness: Thornton chairs the Dividend Committee and serves on key oversight committees (Audit; Nominating & Governance; Investment; Closed‑End Funds), indicating broad engagement in distributions, financial reporting, governance, performance, and closed‑end market structure .
- Independence & attendance: Classified independent; attendance ≥75% across Board/committee meetings (meets governance expectations) .
- Ownership alignment: NVG‑specific holdings reported as $0 and 0 shares, which may be viewed as lower alignment at the individual fund level; however, aggregate holdings across the Fund Complex were reported as “Over $100,000” (range disclosure prevents precise compliance assessment versus guideline) .
- Compensation signals: Cash compensation increased in 2025 via higher committee membership and chair fees; Thornton’s total complex compensation rose to $463,750 (from $433,750), reflecting expanded responsibilities and standardized board fee updates rather than discretionary bonuses or equity grants .
- Conflicts/related‑party: No related‑party transactions or Section 16 issues disclosed for Thornton; all directors complied with filing requirements in the last fiscal year .
RED FLAGS
- NVG‑specific ownership: $0 reported in NVG and 0 shares; potential perception of weaker “skin‑in‑the‑game” at the fund level, despite aggregate complex holdings .
- Compensation structure: Entirely cash‑based with no at‑risk equity; while typical for fund boards, it offers limited pay‑for‑performance linkage .
Overall, Thornton’s operating expertise and multi‑committee roles support oversight quality; investors should monitor fund‑level ownership alignment and distribution policy leadership given his Dividend Committee chair role .