Michael Forrester
AFLACAbout Michael A. Forrester
Michael A. Forrester (age 57) is a Director Nominee at Aflac Incorporated, proposed for election at the 2025 annual meeting based on his financial and investment expertise developed over 30+ years in investment management and 17+ years of corporate and mutual fund board experience, including service as CEO of Copper Rock Capital Partners (2014–2021) and COO (2007–2013) . He was recommended by Director Thomas J. Kenny and is expected to be appointed to the Finance and Investment Committee beginning May 5, 2025; he is among the slate of nominees where 91% are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners | Chief Executive Officer | 2014–2021 | Led all aspects of $7+ billion boutique; strategy, ops, risk mgmt, compliance; capital allocation lens |
| Copper Rock Capital Partners | Chief Operating Officer | 2007–2013 | Executed growth strategy; launched global strategies; implemented risk, TCA, portfolio systems; finance/accounting oversight |
External Roles
| Organization | Role/Committee | Tenure | Notes |
|---|---|---|---|
| Nuveen Funds (a TIAA company) | Open-End Funds Committee (Chair); Investments; Compliance; Executive | Since 2024 | Current mutual fund board leadership and committee breadth |
| TIAA-CREF Funds | Nominating & Governance (Chair 2017–2023); Investments; Operations; Audit & Compliance; Corporate Governance & Social Responsibility | 2007–2023 | Extensive governance chair experience and multi-committee roles |
| Investment Company Institute – Independent Directors Council | Governing Council; Policy Steering Committee | Since 2020 | Industry body governance; executive committee since 2024 |
Board Governance
- Status: Director Nominee for 2025; recommended for election with other nominees (annual elections; majority vote standard). Nomination originated from Corporate Governance Committee; recommendation by Thomas J. Kenny for finance/investment acumen .
- Committee assignment: Nominated to serve on the Finance and Investment Committee starting May 5, 2025 .
- Independence: 91% of nominees are independent; Audit/Comp/Corporate Governance committees are composed of independent directors under NYSE standards .
- Attendance: Board met 4 times in 2024; all directors (serving then) attended at least 75% of board and committee meetings; Forrester was not yet on the board in 2024 .
- Lead Independent Director framework: Defined responsibilities and executive sessions; strong independent leadership structure .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-employee Directors) | $135,000 | Standard retainer |
| Audit & Risk Committee member fee | $15,000 | Additional annual fee |
| Committee Chair fee (Comp, CG, CSR, CD, FI) | $25,000 | Additional annual fee |
| Audit & Risk Chair fee | $35,000 | Additional annual fee |
| Lead Non-Management Director fee | $50,000 | Additional annual fee |
| Election to take cash in equity | Allowed | Directors may elect restricted stock or stock options in lieu of cash; in 2024 one director elected restricted stock |
No director meeting fees disclosed; directors employed by the company do not receive board pay .
Performance Compensation
Directors do not have performance-based pay; non-employee director equity is time-based (restricted stock and/or options). Key parameters:
| Equity Element | Value | Form | Vesting | Counts Toward Ownership | Notes |
|---|---|---|---|---|---|
| Annual director equity grant | ~$180,000 | Restricted stock and/or NQ options/SARs | Vests at next annual meeting (restricted stock); options vest after one year | Time-based, unvested restricted shares count; options do not | 2024 grants were restricted stock; no elections for options |
| New director “on-boarding” equity | Up to value of option covering 20,000 shares | NQ options or restricted stock/SARs | Vests one year from grant, generally subject to service | Time-based, unvested restricted shares count; options do not | Aggregate value capped; valuation via Black-Scholes |
| Change-of-control, death, disability | N/A | Applies to outstanding awards | 100% vesting upon such events | N/A | Accelerated vesting provision |
Valuation assumptions for options follow the Compensation Committee’s consultant; deemed fair value for options in 2022–2024 was $17.34 per option share .
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock/Conflict Signal |
|---|---|---|---|
| Nuveen Funds (TIAA) | Asset management | Multiple committees; chair Open-End Funds | Mutual fund governance; no Aflac-related transactions disclosed |
| TIAA-CREF Funds | Asset management | Multi-committee; former Chair N&G | Historic fund board oversight; no Aflac-related transactions disclosed |
| IDC (Investment Company Institute) | Industry association | Governing Council; Policy Steering; Executive | Policy and governance influence; not a commercial transaction |
Related person transactions: Company policy requires Audit & Risk pre-approval for transactions >$120,000 with directors/related parties; none disclosed concerning Forrester .
Expertise & Qualifications
- Investment and financial expertise; capital allocation, asset management strategy, and evaluation of strategic transactions; aligns with Finance & Investment Committee oversight .
- Senior leadership experience (CEO/COO) with operations, risk management, compliance, systems implementation, and financial plan management .
- Board governance experience (chair roles, multi-committee service) across mutual fund complexes; industry council governance .
Equity Ownership
| Name | Shares Beneficially Owned | % of Outstanding Shares | Voting Rights | % of Available Votes |
|---|---|---|---|---|
| Michael A. Forrester | * | * | * | * |
- Percent not listed if <0.1%; no directors have pledged shares .
- Stock ownership guideline: Non-employee directors must hold 5x annual cash retainer; unvested time-based restricted shares count; options do not; compliance period is 5 years from first election, with 2-year extension for guideline increases .
- Compliance status overview: Each current non-employee director either exceeds or is working toward guidelines within allowed timeframe (nominees will have the period to comply) .
Attempt to retrieve Form 4 insider trades for “Michael Forrester” at AFL from 2024-01-01 to 2025-11-19 via the insider-trades skill failed due to an authorization error (HTTP 401). No insider transaction table is included given unavailable data from the tool.
Governance Assessment
- Strengths: Forrester’s deep investment management and governance background is accretive to Aflac’s Finance & Investment oversight amid multi-year strategic asset allocation and internal reinsurance initiatives; independence profile is consistent with board’s governance standards .
- Alignment: Director equity grants and 5x retainer ownership guideline promote alignment; hedging and pledging prohibited; 10b5-1 plans require Compensation Committee approval; long-standing clawback policy (executives) and strong say-on-pay support (96.4% in 2024) underscore governance quality .
- Conflicts/Related Parties: No related party transactions disclosed involving Forrester; robust review/approval framework for any such transactions via Audit & Risk .
- Attendance & Engagement: Board-wide 2024 attendance met thresholds; Forrester’s engagement to be assessed post-election; nomination indicates expected active role on Finance & Investment .
RED FLAGS: None disclosed specific to Forrester (no pledging, no related party transactions, no compensation anomalies). Broader governance risks remain monitored via committee structures (e.g., Japan Post strategic alliance voting restrictions and commercial arrangements are disclosed and governed; not related to Forrester) .