Michael Forrester

About Michael Forrester

Michael A. Forrester (born 1967) is an Independent Board Member of the Nuveen Core Equity Alpha Fund (JCE). He was appointed to JCE’s Board effective May 15, 2024 and is a Class I nominee for a term expiring at the 2028 annual meeting; his length of service within the broader Nuveen/TIAA fund complex dates back to 2007 . He previously served as CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners and holds a B.A. from Washington and Lee University . He oversees 213 portfolios across the fund complex and is deemed independent under the Investment Company Act .

Past Roles

External Roles

Board Governance

• Independence: All JCE Board Members and nominees, including Forrester, are not “interested persons” and are treated as Independent Board Members .
• Committee memberships (JCE): Compliance, Risk Management and Regulatory Oversight Committee; Nominating and Governance Committee; Investment Committee. Not on Audit, Dividend, Executive, or Closed-End Fund Committees for JCE .
• Leadership: JCE’s Board has an independent Chair, Robert L. Young .
• Attendance: During the last fiscal year, each Board Member attended 75% or more of Board and committee meetings for which they were a member .
• JCE meeting cadence (last fiscal year ended Dec 31, 2024): 5 regular Board, 9 special Board, 5 Executive, 10 Dividend, 5 Compliance, 14 Audit, 5 Nominating & Governance, 4 Investment, 4 Closed-End Fund meetings .

Fixed Compensation

• Structure effective Jan 1, 2024 (with increases Jan 1, 2025):
  • Annual Board retainer: $350,000 .
  • Committee membership annual retainers:
    • Audit Committee: $30,000 → $35,000 (2025) .
    • Compliance Committee: $30,000 → $35,000 (2025) .
    • Investment Committee: $20,000 → $30,000 (2025) .
    • Dividend Committee: $20,000 → $25,000 (2025) .
    • Nominating & Governance Committee: $20,000 → $25,000 (2025) .
    • Closed-End Funds Committee: $20,000 → $25,000 (2025) .
  • Chair fees:
    • Board Chair: $140,000 → $150,000 (2025) .
    • Audit & Compliance Committee chairs: $30,000 → $35,000 (2025) .
    • Investment Committee chair: $20,000 → $30,000 (2025) .
    • Dividend, Nominating & Governance, Closed-End Funds chairs: $20,000 → $25,000 (2025) .
  • Ad hoc meetings: $1,000 or $2,500 per meeting (length/immediacy dependent); special assignment committees: chair/co-chair quarterly fee from $1,250; members quarterly fee from $5,000 .
  • Prior (2023) per-meeting fee model (reference): $210,000 annual retainer plus meeting-based fees by committee; Board Chair $140,000; major committee chairs $20,000 .

Notes:

• Fees/expenses are allocated among Nuveen funds in an equitable manner; minimum allocations may apply, and some fees allocated only to funds discussed at a meeting .
• Deferred Compensation Plan is available; deferrals track the value of selected Nuveen funds and are paid in lump sum or over 2–20 years .

Performance Compensation

• No equity grants, stock options, PSUs/RSUs, or performance-tied cash metrics for independent directors disclosed in the proxy. Compensation is described as cash retainers/fees (with optional deferral); funds have no retirement/pension plans .
• The proxy does not present revenue/EBITDA/TSR targets or clawback provisions for directors .

Other Directorships & Interlocks

• No current public company directorships are disclosed for Forrester in the past five years in the proxy .

Expertise & Qualifications

• Asset management operating leadership (CEO/COO, Copper Rock) and multi-fund governance experience across 213 portfolios .
• Industry governance (IDC Governing Council) .
• Education: B.A., Washington and Lee University .

Equity Ownership

• Shares pledged/hedged: Not disclosed in the proxy.
• Section 16(a) compliance: Funds report directors/officers complied with filing requirements in the last fiscal year .

Governance Assessment

• Strengths: Independent status; committee work focused on compliance, risk oversight, nominations, and investment oversight; independent Board Chair; documented 75%+ meeting/committee attendance; deep operating background in asset management; service across 213 portfolios suggests broad oversight experience .
• Alignment: Formal ownership guideline exists; Forrester uses the deferred compensation plan (credits track fund values), but reports $0 direct holdings in JCE; aggregate complex holdings “Over $100,000” via participation in the broader family (including CREF/VA-1) .
• Potential red flags and monitoring points:
  • Low per-fund cash allocation (e.g., JCE $467 in FY 2024) reflects asset-based allocation mechanics; evaluate overall cash/equity alignment versus ownership guideline over time .
  • Consultant arrangements for other Nuveen funds (not JCE) add compensation complexity; ensure continued independence standards and clear role separation where he is a consultant elsewhere .
  • No explicit disclosure of director equity grants or options (typical for closed-end funds); alignment relies on deferred plan participation and complex-wide holdings rather than JCE-specific ownership .
  • No related-party transactions disclosed for Forrester; maintain periodic checks (Appendix shows such disclosures for other directors, e.g., Kenny; none for Forrester) .