Michael Forrester
About Michael A. Forrester
Independent Board Member of Nuveen closed‑end funds, including DIAX (Nuveen Dow 30SM Dynamic Overwrite Fund); appointed to DIAX’s Board effective May 15, 2024 and nominated as a Class I trustee for a term expiring at the 2028 annual meeting; deemed “Independent Board Member” under the 1940 Act (not an “interested person” of the Adviser or TIAA/Nuveen) . Born 1967 (approx. age 58); B.A., Washington and Lee University; former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners; serves on the Independent Directors Council (IDC) Governing Council and as Trustee of Dexter Southfield School; previously Trustee, College Retirement Equities Fund (CREF) and Manager, TIAA Separate Account VA‑1 (2007–2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led operating and strategic execution at investment manager |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Built operating infrastructure and processes |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Oversight of multi‑billion AUM retirement funds |
| TIAA Separate Account VA‑1 | Manager | 2007–2023 | Oversight/management committee responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Directors Council (IDC), ICI | Governing Council Member | Since 2020 | Fund governance policy leadership |
| Dexter Southfield School | Trustee | Since 2019 | Non‑profit board service |
Board Governance
- Status and tenure: Independent trustee at DIAX; appointed May 15, 2024; Class I nominee with term through 2028 if elected .
- Independence: All nominees (including Forrester) are not “interested persons” of the Funds or Adviser and are deemed Independent Board Members .
- Committee assignments (DIAX): Member – Compliance, Risk Management & Regulatory Oversight Committee; Nominating & Governance Committee; Investment Committee (not a chair) .
- Other committees: Not on Audit, Dividend, Executive, or Closed‑End Fund Committees for DIAX .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year; DIAX meeting counts shown in Appendix C .
- Board structure: Independent Chair (Robert L. Young); unitary board across Nuveen funds to enhance consistency and oversight .
Fixed Compensation
- Structure (effective Jan 1, 2024; increases for 2025): Base annual retainer $350,000; committee membership retainers (2024→2025): Audit $30k→$35k; Compliance $30k→$35k; Investment $20k→$30k; Dividend $20k→$25k; Nominating & Governance $20k→$25k; Closed‑End Funds $20k→$25k. Committee chair retainers (2024→2025): Board Chair $140k→$150k; Audit/Compliance Chair $30k→$35k; Investment Chair $20k→$30k; Dividend/Nominating/Closed‑End Chair $20k→$25k. Ad hoc meeting fees $1,000 or $2,500; special assignment committee fees as disclosed .
- Deferred Compensation Plan is available; director can defer fees into book accounts tracking designated Nuveen funds .
Compensation schedule (Board program)
| Component | 2024 Amount | 2025 Amount |
|---|---|---|
| Base annual retainer | $350,000 | $350,000 |
| Audit membership | $30,000 | $35,000 |
| Compliance membership | $30,000 | $35,000 |
| Investment membership | $20,000 | $30,000 |
| Dividend/Nominating/Closed‑End membership | $20,000 | $25,000 |
| Board Chair (increment) | $140,000 | $150,000 |
| Audit/Compliance Chair (increment) | $30,000 | $35,000 |
| Investment Chair (increment) | $20,000 | $30,000 |
| Dividend/Nominating/Closed‑End Chair (increment) | $20,000 | $25,000 |
Director‑level amounts paid (last fiscal year)
| Fund | Aggregate Compensation to Forrester ($) |
|---|---|
| DIAX (Nuveen Dow 30SM Dynamic Overwrite) | 1,162 |
| Total from funds in Fund Complex | 480,750 |
Deferred compensation credited (last fiscal year)
| Fund | Deferred Amount to Forrester ($) |
|---|---|
| DIAX (Nuveen Dow 30SM Dynamic Overwrite) | 1,162 |
Performance Compensation
- The proxy discloses cash retainers/fees and deferred compensation mechanics; it does not disclose any stock, option, or performance‑based awards, and no performance metrics (e.g., TSR, EBITDA) tied to director pay are described .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Forrester in the past five years . |
| Other boards/roles | IDC Governing Council (since 2020); Dexter Southfield School Trustee (since 2019); prior CREF Trustee and VA‑1 Manager (2007–2023) . |
| Related‑party/transactions | No director‑specific related‑party transactions disclosed for Forrester; Section 16(a) compliance reported as timely for Board Members . |
Expertise & Qualifications
- Asset management operating executive (former CEO/COO, Copper Rock), bringing investment firm leadership and operational expertise to fund oversight .
- Fund governance profile via IDC Governing Council service; long tenure overseeing TIAA/CREF vehicles (CREF/VA‑1) since 2007 within the broader fund complex .
Equity Ownership
Ownership guideline/principle: Each Board Member is expected to invest at least one year of compensation in the funds in the Fund Complex (directly or deferred) .
DIAX‑specific ownership (as of Dec 31, 2024)
| Metric | Value |
|---|---|
| DIAX shares owned | 0 |
| DIAX dollar range | $0 |
| Ownership % of DIAX | <1% (each director individually) |
| Pledged/hedged DIAX shares | Not disclosed in proxy |
Aggregate fund family ownership (as of Dec 31, 2024)
| Metric | Value |
|---|---|
| Aggregate holdings across family of investment companies | Over $100,000 (includes CREF and/or VA‑1) |
Governance Assessment
-
Strengths
- Independent trustee with no affiliation to Adviser/TIAA; board chaired by an independent director (Young), supporting robust oversight .
- Active committee roles on Compliance, Nominating & Governance, and Investment—core risk, policy, and performance oversight levers for a closed‑end fund .
- Attendance disclosure indicates 75%+ participation threshold met across Board/committee meetings; DIAX held 5 regular, 9 special Board meetings and extensive committee activity in the year, underscoring workload and engagement .
- Participates in the deferred compensation program; aggregate holdings across the fund complex exceed $100k, aligning with stated governance principle at the complex level .
-
Watch items / potential alignment gaps
- No direct share ownership in DIAX (dollar range $0 and 0 shares), which some investors may view as weaker fund‑specific alignment despite aggregate family holdings .
- Board cash compensation increased materially starting 2024 with further 2025 increases to committee retainers; while aligned with workload, it raises governance‑cost scrutiny for closed‑end fund investors .
- Consulting agreements in 2024 for Forrester at certain other funds in the complex (not DIAX) are fully disclosed; while consistent with independence status, investors may monitor for perceived conflicts or time‑commitment constraints across engagements (Forrester consultant to Core Plus Impact, Multi‑Asset Income, Multi‑Market Income, Real Asset and Variable Rate Preferred & Income).
-
Other controls/signals
- Section 16(a) reporting compliance for directors reported as timely; no director‑specific related‑party transactions for Forrester identified in the proxy .
- DIAX auditors appointed (PwC) with Audit Committee pre‑approval controls disclosed at the complex level, supporting financial reporting oversight (contextual to fund governance) .
Overall: Forrester brings deep asset‑management operating experience and fund‑governance involvement, with meaningful committee participation at DIAX. The principal alignment critique is the absence of DIAX share ownership, partly offset by aggregate complex holdings and participation in deferred compensation, while compensation increases and multi‑fund consulting should be monitored for optics and workload balance .