Michael Forrester
About Michael A. Forrester
Independent board member nominee (Class I) across Nuveen closed‑end funds with service since 2007; year of birth 1967; B.A. from Washington and Lee University. Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners, and long‑time governance participant at the College Retirement Equities Fund and TIAA Separate Account VA‑1 (2007–2023). Currently serves on the Independent Directors Council (IDC) Governing Council and as Trustee of Dexter Southfield School; oversees 213 portfolios in the Nuveen/TIAA fund complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led operations and strategy of investment manager |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Built operational controls and processes |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Oversight of large multi‑asset funds; prior governance experience |
| TIAA Separate Account VA‑1 | Management Committee Member | 2007–2023 | Portfolio and governance oversight for separate account |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Directors Council (ICI) | Governing Council Member | Since 2020 | Industry governance body for fund directors |
| Dexter Southfield School | Trustee | Since 2019 | Non‑profit educational institution governance |
Board Governance
- Independence: All nominees and continuing trustees, including Forrester, are “Independent Board Members” (not “interested persons” under the 1940 Act and have never been employees or directors of TIAA or Nuveen or affiliates) .
- Committees: Member of Compliance, Risk Management & Regulatory Oversight Committee; Nominating & Governance Committee; and Investment Committee (for all funds other than specified exceptions) .
- Chair roles: Not designated as chair; Compliance Committee chaired by Wolff; Investment Committee co‑chaired by Boateng and Lancellotta; Nominating & Governance chaired by Young .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings during the last fiscal year .
- Election status: Class I nominee for terms expiring at the 2028 annual meeting across relevant Nuveen funds (including Multi‑Market Income—JMM) .
| JMM Board and Committee Meetings Held (Last Fiscal Year) | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 8 |
| Executive Committee Meetings | 9 |
| Dividend Committee Meetings | 9 |
| Compliance Committee Meetings | 6 |
| Audit Committee Meetings | 14 |
| Nominating & Governance Committee Meetings | 5 |
| Investment Committee Meetings | 4 |
| Closed‑End Fund Committee Meetings | 4 |
Fixed Compensation
- Compensation framework: Effective Jan 1, 2024, independent trustees receive a $350,000 annual retainer plus committee retainers; amounts increased for certain committees as of Jan 1, 2025. Ad hoc meeting fees of $1,000 or $2,500 depending on length/immediacy; special assignment committees pay quarterly fees (chair/co‑chair from $1,250; members from $5,000). No retirement/pension; optional deferred compensation plan available .
| Compensation Element | 2024 Amount | 2025 Amount |
|---|---|---|
| Annual Board Retainer | $350,000 | $350,000 |
| Audit Committee Member Retainer | $30,000 | $35,000 |
| Compliance Committee Member Retainer | $30,000 | $35,000 |
| Investment Committee Member Retainer | $20,000 | $30,000 |
| Dividend, Nominating & Governance, Closed‑End Funds Member Retainers | $20,000 each | $25,000 each |
| Board Chair/Co‑Chair Retainer | $140,000 | $150,000 |
| Committee Chair/Co‑Chair Retainers (Audit/Compliance) | $30,000 | $35,000 |
| Committee Chair/Co‑Chair Retainers (Investment) | $20,000 | $30,000 |
| Committee Chair/Co‑Chair Retainers (Dividend/Nom/Gov/CEF) | $20,000 | $25,000 |
| Ad hoc meeting fee | $1,000–$2,500 | $1,000–$2,500 |
| Special assignment committee quarterly fees | Chair from $1,250; Members from $5,000 | Chair from $1,250; Members from $5,000 |
| Aggregate Compensation Paid (Last Fiscal Year) | Michael A. Forrester |
|---|---|
| JMM (Nuveen Multi‑Market Income Fund) | $54 |
| Total from funds in the Fund Complex | $480,750 |
| Deferred fees (Participating Funds), JMM | $54 |
Performance Compensation
- Equity/option awards and bonuses: None disclosed; trustee compensation is retainers/fees. Trustees may elect to defer compensation into notional accounts tracking eligible Nuveen funds; distributions may be lump sum or over 2–20 years .
| Deferred Compensation Details (Policy) | Terms |
|---|---|
| Plan type | Book reserve account linked to eligible fund shares; not actual share grants |
| Distribution elections | Lump sum or 2–20 years |
| Liability | Each Participating Fund liable only for its obligations |
Other Directorships & Interlocks
| Entity | Role | Overlap/Interlock | Status |
|---|---|---|---|
| Independent Directors Council (ICI) | Governing Council Member | Industry body; no Nuveen/TIAA employment ties | Current |
| Dexter Southfield School | Trustee | Non‑profit; no commercial interlock | Current |
| College Retirement Equities Fund (CREF) | Trustee | Affiliated with TIAA; prior role only | 2007–2023 |
| TIAA Separate Account VA‑1 | Management Committee | Affiliated with TIAA; prior role only | 2007–2023 |
Expertise & Qualifications
- Asset management leadership and operations (CEO/COO at Copper Rock), multi‑fund oversight experience (CREF/VA‑1), and industry governance engagement (IDC Governing Council) .
- Educational credential: B.A., Washington and Lee University .
Equity Ownership
| Measure | JMM | Citation |
|---|---|---|
| Beneficially owned shares (as of Dec 31, 2024) | 0 | |
| Dollar range of equity securities in JMM | $0 | |
| Ownership as % of outstanding | <1% (each trustee) | |
| Aggregate dollar range in “Family of Investment Companies” (CREF/VA‑1 included) | Over $100,000 |
Governance Assessment
- Independence and committee coverage: Forrester meets independence requirements and sits on key risk and governance committees (Compliance; Nominating & Governance; Investment), supporting board effectiveness in oversight of compliance, risk, and performance .
- Attendance and engagement: Met the ≥75% attendance threshold across Board and committee meetings; JMM’s board workload included frequent meetings (e.g., 5 regular, 8 special, 14 audit), indicating sustained engagement requirements .
- Compensation alignment: Trustee pay is fixed retainer plus committee fees with an optional deferred plan tracking fund returns; no equity awards or bonuses are disclosed, which limits direct JMM exposure but avoids pay‑for‑performance distortions common in corporate boards .
- Ownership alignment: Reports 0 shares in JMM and $0 dollar range in JMM; however, aggregate exposure across the broader family of investment companies exceeds $100,000, reflecting some skin‑in‑the‑game at the complex level rather than fund‑specific alignment .
- Potential conflicts: Serves as an invited and compensated consultant to certain funds (Core Plus Impact, Multi‑Asset Income, Multi‑Market Income, Real Asset, Variable Rate Preferred & Income) beginning Jan 1, 2024, which can introduce perceived role blending between trustee oversight and advisory services; mitigant is clear disclosure and separate consulting agreements .
RED FLAGS
- Zero direct JMM share ownership despite long tenure may be viewed as limited fund‑specific alignment .
- Consulting role alongside trustee service within the fund complex can raise optics of conflicts or influence; documentation indicates formal consulting agreements and disclosure .
- Rapid increase in guaranteed cash retainer from $210,000 (2023 schedule) to $350,000 (2024 policy) and higher committee retainers in 2025 reflects pay inflation and a shift away from per‑meeting fees; monitor for continued justification via meeting load and responsibilities .