Matthew Thornton III
About Matthew Thornton III
Matthew Thornton III (born 1958) is an Independent Board Member of Nuveen Municipal Credit Income Fund (NZF) since 2020, with over 40 years of operating leadership at FedEx and current public-company board roles that span audit, strategy, compensation, and governance committees . He holds a B.B.A. from the University of Memphis (1980) and an M.B.A. from the University of Tennessee (2001) . He oversees 217 portfolios across the Nuveen fund complex under the unitary board structure . All Board Members are deemed Independent under the 1940 Act and exchange listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Freight (subsidiary of FedEx) | Executive Vice President & Chief Operating Officer | May 2018 – Nov 2019 | Led day-to-day operations, strategic guidance, modernization of freight operations, and customer solutions |
| FedEx Express (subsidiary of FedEx) | Senior Vice President, U.S. Operations | Sep 2006 – May 2018 | Senior operating leadership across U.S. operations |
| FedEx Corporation | Various management roles | Pre-2006 | Progressive operating and leadership positions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company (NYSE: SHW) | Director | Since 2014 | Member, Audit Committee; Member, Nominating & Corporate Governance Committee |
| Crown Castle International (NYSE: CCI) | Director | Since 2020 | Member, Strategy Committee; Member, Compensation Committee |
| Safe Kids Worldwide (non-profit) | Director | 2012 – 2018 | Board member at global child safety organization |
| Executive Leadership Council (ELC) | Member | Since 2014 | Premier organization of global Black senior executives |
| National Association of Corporate Directors (NACD) | Member | Ongoing | Governance community membership |
Board Governance
- Independence: Not an “interested person” of the Funds, the Adviser, TIAA, or Nuveen; deemed Independent Board Member .
- Years of service: Since 2020 .
- Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings during the last fiscal year .
- Board leadership: Independent Chair (Robert L. Young) elected; unitary board structure enhances governance across the complex .
- Committee assignments (NZF and fund complex):
- Dividend Committee: Chair (members include Lancellotta, Kenny, Nelson, Starr) .
- Audit Committee: Member (Nelson, Chair; other members listed) .
- Closed-End Fund Committee: Member (Moschner, Chair) .
- Investment Committee: Member (Boateng & Lancellotta, Co-Chairs) .
- Nominating & Governance Committee: Member (Young, Chair) .
- Not on Executive Committee; not on Compliance, Risk Management & Regulatory Oversight Committee .
| NZF Meeting Counts (FY last year) | Number |
|---|---|
| Regular Board Meetings | 4 |
| Special Board Meetings | 8 |
| Executive Committee Meetings | 4 |
| Dividend Committee Meetings | 10 |
| Compliance Committee Meetings | 6 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 5 |
| Investment Committee Meetings | 4 |
| Closed-End Fund Committee Meetings | 4 |
Fixed Compensation
- 2025 structure (effective Jan 1, 2025):
- Annual retainer: $350,000 .
- Committee membership retainers: Audit ($35,000), Compliance ($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 Chairs ($35,000 each), Investment Chair/Co-Chair ($30,000), Dividend/Nominating & Governance/Closed-End Chairs ($25,000 each) .
- Ad hoc meeting fees: $1,000 or $2,500 depending on length/immediacy; special assignment committee quarterly fees (Chair from $1,250; members from $5,000) .
- 2024 structure (prior to Jan 1, 2025): Annual retainer $350,000 plus committee membership retainers and Chair retainers at lower levels vs 2025, with ad hoc fees .
- 2023 structure (prior to Jan 1, 2024): Annual retainer $210,000 plus per-meeting fees by committee; Board Chair $140,000; various committee chair adders; shift away from heavy per-meeting fees in 2024–2025 .
| Director Compensation (FY data) | Amount ($) |
|---|---|
| Aggregate compensation paid to Matthew Thornton III by NZF (FY ended Oct 31, 2024) | $10,735 |
| Total compensation paid to Matthew Thornton III across Nuveen Funds (Fund Complex) | $463,750 |
Performance Compensation
- No performance-based incentives disclosed for Independent Board Members (no RSUs, PSUs, options, or performance metrics); compensation is cash retainers, committee retainers, and ad hoc fees, with optional deferred compensation elections linked to fund shares .
Other Directorships & Interlocks
| Company | Sector/Relationship to NZF | Role/Committees | Conflict Considerations |
|---|---|---|---|
| The Sherwin-Williams Company | Paints/coatings; no apparent direct linkage to municipal bond portfolios | Audit; Nominating & Corporate Governance | Low direct conflict risk for a municipal credit fund |
| Crown Castle International | Communications infrastructure; potential municipal exposure via infrastructure bonds is indirect | Strategy; Compensation | Low direct conflict risk; unrelated to NZF advisory entities |
No related-party transactions disclosed for Mr. Thornton under Item 404; a table notes holdings by another director (Kenny) in adviser-affiliated companies, but no such disclosure for Thornton .
Expertise & Qualifications
- Deep operating experience in logistics and complex operations from FedEx senior roles .
- Governance expertise via audit, compensation, strategy, and nom/gov committee service at SHW and CCI .
- Education: B.B.A. (University of Memphis), M.B.A. (University of Tennessee) .
- Recognitions: Black Enterprise “Most Powerful Executives in Corporate America” (2017), Ebony “Power 100” (2016) .
- Professional affiliations: ELC (since 2014), NACD .
Equity Ownership
| Metric | NZF | Fund Complex |
|---|---|---|
| Dollar range of equity securities beneficially owned | $0 | Over $100,000 |
| Shares beneficially owned | 0 | Less than 1% of any fund; group also <1% |
| Ownership guideline | Expected to invest at least one year of compensation in funds (direct or deferred) | Compliance status not determinable from disclosed ranges |
| Pledged/Hedged shares | Not disclosed | Not disclosed |
Governance Assessment
- Strengths:
- Independent status, broad operating pedigree, and multi-committee engagement (chairs the Dividend Committee; serves on Audit, Investment, Closed-End, and Nominating & Governance) support board effectiveness for a municipal credit fund .
- Attendance threshold met (≥75% for Board and committees) and high meeting cadence in NZF indicates active oversight in audit, dividends, investment performance, and closed-end fund market dynamics .
- No related-party transactions disclosed specific to Thornton; Section 16(a) filing compliance affirmed by the Funds .
- Alignment:
- Board principle expects at least one year’s compensation invested across funds; Thornton’s aggregate range shows “Over $100,000,” but exact compliance versus the guideline cannot be determined from ranges alone .
- Potential red flags:
- None disclosed regarding pledging/hedging, legal proceedings, or related-party transactions with Thornton; say-on-pay not applicable to closed-end funds .
- Time-commitment consideration: oversight of 217 portfolios plus two public-company boards requires sustained engagement; attendance metrics mitigate concern .
Overall, Thornton’s independence, committee leadership, and audit/dividend oversight are positives for investor confidence; the absence of performance-linked pay is standard for fund directors, and ownership alignment is governed by the board’s investment principle, though exact compliance for individuals (by dollar amount) is not disclosed .