Michael A. Forrester
About Michael A. Forrester
Independent director nominee (Class I) for Nuveen Floating Rate Income Fund (JFR); born 1967; appointed to Nuveen Funds’ boards May 15, 2024 and standing for a term expiring at the 2028 annual meeting if elected. Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners; BA from Washington and Lee University; current member of the Independent Directors Council Governing Council and trustee of Dexter Southfield School. The Nuveen Funds designate him as an Independent Board Member (not an “interested person” under the 1940 Act) and note he has never been an employee or director of TIAA or Nuveen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led firm operations and strategy |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Built operational infrastructure |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Oversight of investment company governance |
| TIAA Separate Account VA-1 | Manager | 2007–2023 | Governance and management committee responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC) – Investment Company Institute | Governing Council Member | Since 2020 | Fund governance education and policy input |
| Dexter Southfield School | Trustee | Since 2019 | Non-profit educational governance |
Board Governance
- Committee assignments (JFR): 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 on Audit, Executive, Dividend, or Closed-End Fund Committees; those membership lists do not include Forrester .
- Independence: All nominees and current Board Members are independent (not “interested persons”) and have never been employees/directors of TIAA or Nuveen .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year for which they served; JFR held 5 regular Board, 8 special Board, 8 Executive, 8 Dividend, 6 Compliance, 14 Audit, 5 Nominating & Governance, 4 Investment, and 4 Closed-End Committee meetings .
- Tenure on Nuveen Funds boards: Appointed May 15, 2024; Class I nominee through 2028 .
Fixed Compensation
- Structure: Effective Jan 1, 2024, Independent Board Members receive $350,000 annual retainer plus annual committee membership retainers ($30,000 Audit; $35,000 Compliance, effective Jan 1, 2025; $30,000 Investment, effective Jan 1, 2025; $25,000 Dividend, Nominating & Governance, Closed-End, effective Jan 1, 2025). Chairs/co-chairs receive additional annual retainers ($150,000 Board Chair; $35,000 Audit/Compliance; $30,000 Investment; $25,000 Dividend/Nominating/Closed-End). Ad hoc meeting fees and special assignment fees apply as specified .
| Metric | JFR | Fund Complex Total |
|---|---|---|
| Aggregate compensation paid by JFR (last fiscal year) | $2,628 | — |
| Deferred compensation tied to JFR fees (book reserve) | $2,628 | — |
| Total compensation from funds in the Fund Complex paid to Forrester | — | $480,750 |
- Deferred Compensation Plan: Directors may defer fees into a book reserve account notionally invested in eligible Nuveen funds; distributions per elected schedule .
Performance Compensation
| Component | Disclosure |
|---|---|
| Performance-based metrics in director pay | Not disclosed; director compensation described as retainers/fees without performance metrics |
| Equity or option awards | Not disclosed in proxy |
| Bonuses/COC/severance/clawbacks/tax gross-ups | Not disclosed in proxy |
The proxy details director retainers/committee fees and a deferred compensation plan; it does not describe any performance-based, equity, or option awards for independent directors .
Other Directorships & Interlocks
| Entity | Type | Role | Period |
|---|---|---|---|
| College Retirement Equities Fund (CREF) | Registered investment company | Trustee | 2007–2023 |
| TIAA Separate Account VA-1 | Registered separate account | Manager | 2007–2023 |
| IDC Governing Council | Industry body | Member | Since 2020 |
| Dexter Southfield School | Non-profit | Trustee | Since 2019 |
- Public company directorships: None disclosed for the past five years in the “Other Directorships” column for Forrester .
- Interlocks/conflicts: The appendix listing director securities in companies advised by affiliates shows entries for other directors (e.g., Kenny) but no entry for Forrester .
Expertise & Qualifications
- Asset management leadership and operations (CEO/COO at Copper Rock), fund governance experience (CREF/VA-1), and industry policy involvement (IDC) .
- Education: BA, Washington and Lee University .
- Year of birth: 1967 .
Equity Ownership
| Fund | Dollar Range Owned | Shares Owned | Ownership % of Outstanding |
|---|---|---|---|
| Nuveen Floating Rate Income Fund (JFR) | $0 | 0 | <1% (all Board Members individually) |
| Aggregate holdings across registered investment companies overseen | Over $100,000 (includes prior CREF/VA-1 holdings) | — | — |
- Governance principle: Board expects each Independent Board Member to invest at least the equivalent of one year of compensation in funds in the Fund Complex, either directly or on a deferred basis; compliance status for individual directors is not disclosed .
Governance Assessment
- Strengths: Independent status; active participation on Compliance, Nominating & Governance, and Investment Committees (key risk, governance, and performance oversight areas); attendance at least 75%; policy involvement via IDC; no disclosed related-party security holdings under affiliate-advised companies .
- Alignment: Uses Deferred Compensation Plan (including JFR-derived fees) to establish economic exposure to Nuveen funds; aggregate investment across registered investment companies is over $100,000; the board’s principle encourages one-year compensation investment, but individual compliance thresholds are not disclosed .
- Red flags: None disclosed regarding Section 16(a) compliance (no delinquencies), related-party transactions, pledging/hedging, or low attendance; no public-company board conflicts identified .
- Considerations: Lack of direct JFR share ownership may be viewed as a modest alignment gap by some investors, although the board’s deferred-comp mechanism and complex-wide investment principle provide alternative alignment; committee roles emphasize governance and risk over audit leadership, consistent with his background .