Michael Forrester
About Michael A. Forrester
Independent Board Member nominee (Class I) for Nuveen Mortgage & Income Fund (JLS) with service across the Nuveen fund complex since 2007. Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners, LLC; prior Board roles at College Retirement Equities Fund (CREF) and TIAA Separate Account VA‑1 (2007–2023). Member of the Independent Directors Council (IDC) Governing Council and Trustee of Dexter Southfield School; B.A. from Washington & Lee University; year of birth 1967 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Operating Officer; Chief Executive Officer; Board Member | COO 2007–2014; CEO 2014–2021; Director 2007–2021 | Leadership of operations and executive management |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Oversight within TIAA fund complex |
| TIAA Separate Account VA‑1 | Management Committee Member | 2007–2023 | Portfolio and governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (ICI) | Governing Council Member | Since 2020 | Governance of independent fund directors |
| Dexter Southfield School | Board of Trustees, Trustee | Since 2019 | Education institution board oversight |
Board Governance
- Independence: All nominees and continuing trustees are “Independent Board Members” (not “interested persons” under the 1940 Act) and have never been employees or directors of TIAA/Nuveen or affiliates .
- Election status: For JLS (Mortgage & Income), Forrester is a Class I nominee to serve until the 2028 annual meeting if elected .
- Committee memberships (JLS and most funds): Compliance, Risk Management & Regulatory Oversight Committee (member; Chair is Margaret L. Wolff) ; Nominating & Governance Committee (member; Chair is Robert L. Young) ; Investment Committee (member; Co‑Chairs are Joseph A. Boateng and Amy B.R. Lancellotta) . Not listed as a member of the Executive, Dividend, Audit, or Closed-End Fund Committees .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings during the last fiscal year .
- Board leadership: Independent Chair of the Board is Robert L. Young .
- Tenure: Service in the fund complex since 2007 .
Fixed Compensation
| Component | CY 2023 | CY 2024 | CY 2025 |
|---|---|---|---|
| Annual retainer (Independent Board Members) | $210,000 | $350,000 | $350,000 |
| Committee membership – Audit | $2,500 per meeting | $30,000 annual retainer | $35,000 annual retainer |
| Committee membership – Compliance, Risk Management & Regulatory Oversight | $5,000 per meeting | $30,000 annual retainer | $35,000 annual retainer |
| Committee membership – Investment | $2,500 per meeting | $20,000 annual retainer | $30,000 annual retainer |
| Committee membership – Dividend | $1,250 per meeting | $20,000 annual retainer | $25,000 annual retainer |
| Committee membership – Nominating & Governance | $500 per meeting (other committees) | $20,000 annual retainer | $25,000 annual retainer |
| Committee membership – Closed-End Fund | $2,500 per meeting | $20,000 annual retainer | $25,000 annual retainer |
| Chair/Co‑Chair of the Board | $140,000 | $140,000 | $150,000 |
| Chairs – Audit, Compliance | $20,000 | $30,000 | $35,000 |
| Chair – Investment | $20,000 | $20,000 | $30,000 |
| Chairs – Dividend, Nominating, Closed-End | $20,000 | $20,000 | $25,000 |
| Ad hoc Board/Committee meetings | N/A | $1,000 or $2,500 per meeting (length/immediacy) | $1,000 or $2,500 per meeting |
| Special assignment committees | N/A | Chair/co‑chair quarterly fee from $1,250; members from $5,000 | Same |
- Aggregate compensation paid to Forrester by each fund last fiscal year (JLS line item): Mortgage & Income (JLS) $276; total across fund complex $480,750 .
Performance Compensation
- No performance‑based components disclosed for Independent Board Members; compensation comprises fixed annual retainers, committee retainers, and specified per‑meeting/ad hoc fees; no stock or option awards are described in the proxy .
Other Directorships & Interlocks
- Prior fund complex roles: Trustee of CREF and Manager of TIAA Separate Account VA‑1 (2007–2023) .
- No public company directorships for Forrester are disclosed; committee memberships across Nuveen funds are composed entirely of independent trustees .
Expertise & Qualifications
- Executive leadership and operations: CEO/COO experience at Copper Rock Capital Partners .
- Fund governance: Longstanding service as independent trustee across the Nuveen/TIAA fund complex; governance roles at IDC Governing Council .
- Education: B.A., Washington & Lee University .
Equity Ownership
| Item | Value | As-of Date |
|---|---|---|
| JLS dollar range of equity securities beneficially owned | $0 | December 31, 2024 |
| JLS shares owned | 0 | December 31, 2024 |
| Ownership % of JLS outstanding shares | <1% (each Board Member individually) | February 18, 2025 |
| Aggregate range of holdings across family of investment companies | Over $100,000 (includes CREF/VA‑1) | December 31, 2024 |
| Deferred compensation – JLS (book reserve account) | $276 payable (including assumed fund returns) | Last fiscal year |
- Form 3 (initial statement of beneficial ownership): Filed Jan 11, 2024; relationship noted as “consultant”; “No securities are beneficially owned” .
Governance Assessment
- Independence and committee work: Forrester is an independent trustee with active roles on Compliance, Nominating & Governance, and Investment committees; not designated as chair on any committee—supports board effectiveness without concentration of power .
- Attendance: Met the 75% threshold across Board and applicable committee meetings in the last fiscal year—adequate engagement signal .
- Ownership alignment: Disclosed JLS holdings are $0 with 0 shares; aggregate family holdings “Over $100,000” due to CREF/VA‑1; Nuveen Boards expect each trustee to invest at least one year’s compensation in fund complex products, but individual compliance status is not disclosed—mixed alignment signal at the fund level, unclear complex‑level compliance .
- Compensation structure shift: Retainer increased from $210,000 (2023) to $350,000 (2024), with committee retainers replacing per‑meeting fees and further increases in 2025—greater fixed/guaranteed compensation relative to prior meeting‑based structure .
- Potential conflicts: Forrester serves as a paid consultant to certain funds (Core Plus Impact, Multi‑Asset Income, Multi‑Market Income, Real Asset, Variable Rate Preferred & Income) pursuant to consulting agreements—monitor for perceived conflicts between consulting and trustee roles (not for JLS, where he is a trustee) .
- Insider status: Form 3 shows no beneficial ownership at JLS and classifies relationship as consultant as of Jan 1, 2024; subsequent proxy nominates him as Class I trustee for JLS—no trading activity disclosed .
RED FLAGS to monitor: Zero direct JLS share ownership; increased fixed compensation; consulting arrangements at other funds (potential perception risk) .