Michael A. Forrester
About Michael A. Forrester
Independent director nominee for Nuveen S&P 500 Buy‑Write Income Fund (BXMX); year of birth 1967; appointed to Nuveen closed‑end fund boards effective May 15, 2024, with service in the broader TIAA/Nuveen fund complex since 2007. Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners; B.A. from Washington & Lee University; currently serves on the IDC Governing Council and as Trustee of Dexter Southfield School. Classified as “Independent Board Member” (not an “interested person” of the Funds, Nuveen, TIAA, or affiliates). BXMX shareholders will vote April 17, 2025 on his Class I nomination for a term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led investment firm operations and strategic execution |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Built operational infrastructure during growth phase |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Oversight for large retirement investment complex |
| TIAA Separate Account VA‑1 | Manager | 2007–2023 | Management committee member for variable annuity investment account |
External Roles
| Organization | Position | Start/End | Notes |
|---|---|---|---|
| Independent Directors Council (ICI) | Governing Council Member | Since 2020 | Fund governance advocacy/education |
| Dexter Southfield School | Trustee | Since 2019 | Education non‑profit governance |
Board Governance
- Independence: All Nuveen funds board nominees (including Forrester) are independent (not “interested persons” of the Funds, Adviser, or TIAA/Nuveen affiliates) .
- Committee memberships (BXMX):
- Compliance, Risk Management & Regulatory Oversight Committee: Member; Chair—Margaret L. Wolff .
- Nominating & Governance Committee: Member; Chair—Robert L. Young .
- Investment Committee: Member; Co‑Chairs—Joseph A. Boateng and Amy B.R. Lancellotta .
- Not listed as Chair of any committee; other committee chairs include Executive (Young), Dividend (Thornton), Audit (Nelson), Closed‑End Fund (Moschner) .
- Attendance: During the last fiscal year, each Board Member attended at least 75% of board and relevant committee meetings; BXMX meeting counts below .
| BXMX FY2024 Meeting Counts | Number |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 9 |
| Executive Committee | 5 |
| Dividend Committee | 10 |
| Compliance, Risk Mgmt & Regulatory Oversight | 5 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
- Compensation structure changes:
- 2023: $210,000 annual retainer plus per‑meeting fees (e.g., Board $7,250/day, Audit $2,500/meeting; committee chair adders up to $20,000; Chair $140,000) .
- Effective Jan 1, 2024: $350,000 annual retainer; annual committee membership retainers (Audit & Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed‑End $20,000); chair adders; ad hoc meeting fees of $1,000–$2,500; special assignment quarterly fees .
- Effective Jan 1, 2025: Increases—Audit & Compliance membership to $35,000; Investment to $30,000; Dividend/Nominating/Closed‑End to $25,000; Chair to $150,000; certain chair/co‑chair adders increased .
| Director Compensation Schedule (USD) | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Board Retainer | 210,000 | 350,000 | 350,000 |
| Chair of the Board Adder | 140,000 | 140,000 | 150,000 |
| Audit Committee – Member Retainer | Per‑meeting $2,500 | 30,000 | 35,000 |
| Compliance Committee – Member Retainer | 5,000/meeting | 30,000 | 35,000 |
| Investment Committee – Member Retainer | 2,500/meeting | 20,000 | 30,000 |
| Dividend Committee – Member Retainer | 1,250/meeting | 20,000 | 25,000 |
| Nominating & Governance – Member Retainer | 500/meeting | 20,000 | 25,000 |
| Closed‑End Fund – Member Retainer | 500/meeting | 20,000 | 25,000 |
| Ad hoc Board/Committee meeting fee | — | 1,000–2,500 | 1,000–2,500 |
| Special assignment committee – Chair/Members (quarterly) | — | 1,250 / 5,000 | 1,250 / 5,000 |
| Forrester – Aggregate Compensation Received (Last Fiscal Year) | Amount (USD) |
|---|---|
| BXMX (S&P Buy‑Write) | 3,016 |
| Total from funds in the fund complex | 480,750 |
| Deferred Compensation Balance (Participating Funds, incl. investment returns) | Amount (USD) |
|---|---|
| BXMX (S&P Buy‑Write) | 3,016 |
Notes: Certain Nuveen funds permit directors to defer fees under a Deferred Compensation Plan; distributions can be lump sum or over 2–20 years . The funds do not maintain retirement or pension plans for directors .
Performance Compensation
- No performance‑based metrics (e.g., TSR, revenue, EBITDA) are disclosed for independent director pay; the proxy outlines only fixed retainers, committee membership/chair retainers, ad hoc meeting fees, and optional deferred compensation .
| Performance‑Linked Elements | Disclosed? |
|---|---|
| Equity or option awards (RSUs/PSUs/options) | Not disclosed in proxy |
| Annual bonus / incentive tied to fund KPIs | Not disclosed in proxy |
| Clawback provisions for director pay | Not disclosed in proxy |
Other Directorships & Interlocks
| Company/Institution | Role | Years | Notes |
|---|---|---|---|
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Part of TIAA fund complex governance |
| TIAA Separate Account VA‑1 | Manager | 2007–2023 | Variable annuity investment account oversight |
| Dexter Southfield School | Trustee | Since 2019 | Education non‑profit |
| Independent Directors Council (ICI) | Governing Council Member | Since 2020 | Industry governance body |
Proxy does not list any public company board service for Forrester in the past five years .
Expertise & Qualifications
- Asset management operating leadership: CEO/COO experience at Copper Rock supports oversight of fund operations, risk, and performance processes .
- Fund governance depth: 16+ years in TIAA/Nuveen complex roles (CREF/VA‑1) and current IDC governance role indicate strong governance engagement .
- Education: B.A. Washington & Lee University .
Equity Ownership
- Ownership guideline: Board principle expects each director to invest at least one year of compensation (directly or deferred) in Nuveen funds in the complex to align interests .
- BXMX holdings: Forrester reported $0 dollar range and 0 shares in BXMX as of Dec 31, 2024; each director individually held less than 1% of outstanding shares of each fund .
- Aggregate holdings: Over $100,000 across registered investment companies overseen in the family of investment companies (includes prior CREF/VA‑1 holdings) .
| Equity Ownership (as of Dec 31, 2024) | BXMX Dollar Range | BXMX Shares | % of BXMX Outstanding | Aggregate Range (Family of Investment Companies) |
|---|---|---|---|---|
| Michael A. Forrester | $0 | 0 | <1% (individual director threshold) | Over $100,000 |
BXMX common shares outstanding: 104,165,285 as of record date (Feb 18, 2025) .
Insider Trades
| Section 16(a) Compliance (Last Fiscal Year) | Status |
|---|---|
| Director and officer filings | Funds report full compliance; no delinquent filings noted |
Governance Assessment
- Positives:
- Independent status with no ties to Nuveen/TIAA; strong governance background and prior fund complex service .
- Active committee engagement on Compliance, Nominating & Governance, and Investment—key oversight areas for closed‑end fund risks, valuation, and performance .
- Attendance threshold met (≥75%) and robust committee activity for BXMX (14 Audit; 10 Dividend; etc.), indicating active governance cadence .
- Potential concerns / red flags:
- Compensation structure increased materially in 2024–2025 (board retainer to $350k; committee retainers raised in 2025), without disclosed performance linkage—may raise cost sensitivity for shareholders of fee‑bearing funds .
- Alignment signal mixed: Policy expects one‑year compensation invested in fund complex; BXMX‑specific holding is $0 and 0 shares, while aggregate fund family holdings are “Over $100,000”—compliance with the guideline cannot be concluded from proxy disclosure .
Key Voting and Tenure Details for BXMX
- Election: BXMX shareholders to vote April 17, 2025; Forrester is Class I nominee for a term expiring at the 2028 annual meeting .
- Board class/terms: BXMX elects four Class I Members; staggered terms can delay board majority turnover for up to two years .