Matthew Thornton III

About Matthew Thornton III

Matthew Thornton III (born 1958) is an Independent Board Member of the Nuveen fund complex, serving on the SPXX board under a unitary board structure; he joined the Board in 2020 and is a Class III Board Member with a term running until the 2027 annual shareholder meeting . He brings 40+ years of operating leadership from FedEx, retiring in 2019 as EVP and COO of FedEx Freight after senior roles at FedEx Express; he holds a B.B.A. (University of Memphis, 1980) and an M.B.A. (University of Tennessee, 2001) . Thornton also serves on the boards of The Sherwin-Williams Company (Audit; Nominating & Corporate Governance) and Crown Castle International (Strategy; Compensation), and is a member of the Executive Leadership Council and NACD with prior recognition by Black Enterprise and Ebony for executive leadership .

Past Roles

External Roles

Board Governance

• Independence: Thornton is an Independent Board Member; SPXX committees listed below are composed of Independent Board Members under NYSE/NASDAQ standards (as applicable to closed‑end funds) .
• Tenure and elections: Joined in 2020; last elected as a Class III Board Member at the April 12, 2024 annual meeting; current term to 2027 .

Meeting Load (Last Fiscal Year – SPXX “S&P 500 Dynamic Overwrite”)

• Attendance: Each Board Member attended at least 75% of Board and committee meetings for the period served in the last fiscal year .

Fixed Compensation

• 2023 structure (through Dec 31, 2023): $210,000 annual retainer plus per‑meeting fees (e.g., $7,250/day regular Board, $4,000 special Board, $2,500 Audit/Closed‑End/Investment; $5,000 Compliance; $1,250 Dividend; $500 other; $5,000/day site visits) and additional retainers for Board/committee chairs ($140,000 Chair; $20,000 committee chairs) .
• Effective Jan 1, 2024 (and increased Jan 1, 2025 where noted): $350,000 annual retainer; annual committee membership retainers: Audit $30,000 → $35,000 (2025), Compliance $30,000 → $35,000 (2025), Investment $20,000 → $30,000 (2025), Dividend $20,000 → $25,000 (2025), Nominating & Governance $20,000 → $25,000 (2025), Closed‑End $20,000 → $25,000 (2025); chair/co‑chair retainers: Board $140,000 → $150,000 (2025); Audit/Compliance chairs $30,000 → $35,000 (2025); Investment chair $20,000 → $30,000 (2025); Dividend/N&G/Closed‑End chairs $20,000 → $25,000 (2025). Ad hoc meetings: $1,000 or $2,500 depending on length/immediacy; special assignment committees paid quarterly .

Director Compensation Paid (FY last year)

Notes: The funds have no employees; officers serve without fund compensation; CCO pay is by the Adviser with Board input and partial reimbursement . The funds do not have retirement or pension plans; a Deferred Compensation Plan allows directors to defer fees into notional fund shares with elected distribution schedules .

Performance Compensation

Other Directorships & Interlocks

Interlock note: Thornton’s concurrent public company directorships are disclosed; no related‑person transactions with SPXX were disclosed in the proxy .

Expertise & Qualifications

• Deep operating experience from FedEx (COO, FedEx Freight; SVP U.S. Ops, FedEx Express) with focus on logistics, modernization, and customer solutions .
• Governance experience across 200+ portfolios in a unitary board and public company boards (Audit, Compensation, Governance, Strategy) .
• Education: B.B.A. (University of Memphis, 1980); M.B.A. (University of Tennessee, 2001) .
• Professional affiliations and recognition: Executive Leadership Council; NACD; listed by Black Enterprise (2017) and Ebony (2016) .

Equity Ownership

Governance principle: Each Board Member is expected to invest at least the equivalent of one year of compensation in funds within the complex; disclosure shows Thornton’s aggregate range is “Over $100,000” but does not confirm whether this equals one year of his compensation .

Governance Assessment

• Committee leadership and breadth: Thornton chairs the Dividend Committee and serves on Audit, Nominating & Governance, Investment, and Closed‑End Fund Committees; this places him at the center of distribution policy, financial reporting oversight, board composition, performance oversight, and discount management—key governance levers for closed‑end funds .
• Independence and engagement: He is an Independent Board Member under NYSE/NASDAQ standards and met the 75% meeting attendance threshold in the last fiscal year .
• Compensation structure shift: The Board moved from per‑meeting fees to higher fixed retainers and committee retainers in 2024–2025, materially increasing the annual retainer (from $210,000 to $350,000) and adding role‑based retainers—aligning pay with ongoing oversight workload rather than attendance alone .
• Ownership alignment: Thornton disclosed $0 holdings in SPXX but “Over $100,000” aggregate across the fund family; the Board’s guideline expects at least one year’s compensation invested in the complex, but the proxy does not confirm compliance status relative to his compensation level .
• External commitments: He also sits on two public company boards (Sherwin‑Williams; Crown Castle), in addition to overseeing 218 Nuveen portfolios via the unitary structure; combined with SPXX’s meeting cadence (5 regular and 9 special board meetings plus extensive committee activity), this represents a meaningful time commitment that investors may monitor for overboarding risk, though the proxy reports satisfactory attendance .
• Related‑party/conflict checks: The proxy discloses no related‑person transactions specific to Thornton; Audit Committee independence and pre‑approval processes are in place for audit/non‑audit services across the funds/adviser .

RED FLAGS to watch:

• Ownership alignment at the fund level (SPXX $0 disclosed) despite complex‑wide investment expectation; disclosure is aggregate and range‑based, limiting visibility into guideline compliance and alignment with SPXX shareholders .
• Elevated board compensation levels post‑2024 and heavy meeting cadence; while reflective of workload, investors may scrutinize pay‑for‑workload vs outcomes in discount management, valuation oversight, and distribution policy .