Michael A. Forrester
About Michael A. Forrester
Independent Board Member (Class I) of Nuveen Preferred & Income Opportunities Fund (JPC) since May 15, 2024; term runs to the 2028 annual meeting. Born 1967; B.A., Washington and Lee University. Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners; long-standing fund governance experience across the TIAA/CREF complex since 2007 (CREF and VA‑1). Deemed independent (not an “interested person” of the adviser or affiliates) and serves across the Nuveen unitary board structure.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led boutique asset manager; prior COO experience |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Built operating infrastructure and processes |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Board and management committee member; TIAA complex |
| TIAA Separate Account VA‑1 | Manager | 2007–2023 | Management committee; TIAA complex |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Directors Council (IDC), ICI | Governing Council Member | Since 2020 | Fund governance thought leadership |
| Dexter Southfield School | Trustee | Since 2019 | Non-profit board role |
Board Governance
- Independence: Not an “interested person” of the Funds, Nuveen Fund Advisors, or affiliates; deemed Independent Board Member.
- Board leadership: Independent Chair is Robert L. Young.
- Appointment and term (JPC): Appointed May 15, 2024; Class I; term to 2028 annual meeting.
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year.
| Governance Element | Status |
|---|---|
| Election Class / Term | Class I; through 2028 annual meeting |
| Appointment Date (JPC) | May 15, 2024 |
| Independence | Independent (not an interested person) |
| Committee – Compliance, Risk Management & Regulatory Oversight | Member; Chair: Margaret L. Wolff |
| Committee – Nominating & Governance | Member; Chair: Robert L. Young |
| Committee – Investment | Member; Co-Chairs include Amy Lancellotta (and Joseph Boateng for select funds) |
| Committee – Audit | Not listed as member (Chair: John K. Nelson; financial experts designated: Nelson, Starr, Young) |
| JPC Board/Committee Meetings Held (last fiscal year) | Count |
|---|---|
| Regular Board Meetings | 5 |
| Special Board Meetings | 8 |
| Executive Committee | 8 |
| Dividend Committee | 8 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee | 6 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
- Structure moved from per‑meeting fees (2023) to higher fixed retainers with committee retainers (2024), then increased again effective Jan 1, 2025. Deferred compensation plan available; no pension.
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Board Annual Retainer ($) | 210,000 | 350,000 | 350,000 |
| Audit & Compliance Committee – Member Retainer ($) | 2,500 per mtg (Audit); 5,000 per mtg (Compliance) | 30,000 | 35,000 |
| Investment Committee – Member Retainer ($) | 2,500 per mtg | 20,000 | 30,000 |
| Dividend, Nominating, Closed-End – Member Retainer ($) | 1,250 per mtg (Dividend); 500 other committees | 20,000 | 25,000 |
| Board Chair Retainer ($) | 140,000 | 140,000 | 150,000 |
| Audit & Compliance Chair Retainer ($) | 20,000 | 30,000 | 35,000 |
| Investment Chair Retainer ($) | 20,000 | 20,000 | 30,000 |
| Dividend/Nom/CEF Chair Retainer ($) | 20,000 | 20,000 | 25,000 |
| Ad hoc meeting fee ($) | N/A (per 2023 structure) | 1,000–2,500 | 1,000–2,500 |
| Forrester – Aggregate Compensation (last fiscal year) | $ |
|---|---|
| JPC (Preferred & Income Opportunities) | 5,382 |
| Total from Nuveen/TC Fund Complex | 480,750 |
Performance Compensation
- No performance-based bonuses, options, or PSU/RSU programs for independent directors. Compensation is cash-based retainers plus optional deferred compensation that tracks fund returns notionally; no retirement or pension plans.
- Deferred Compensation Balances (if elected) for Forrester:
| Fund | Deferred Fees Balance ($) |
|---|---|
| JPC (Acquiring Fund) | 5,382 |
| JPI (Target Fund in merger materials) | 920 |
Clawbacks, severance/change‑of‑control, tax gross‑ups, and employment‑style provisions do not apply to independent fund directors (not disclosed/applicable).
Other Directorships & Interlocks
| Company/Entity | Public? | Role | Overlap/Interlock Risk |
|---|---|---|---|
| College Retirement Equities Fund (CREF) | Registered investment company | Trustee (2007–2023) | Same TIAA/Nuveen complex; still independent of adviser employment |
| TIAA Separate Account VA‑1 | Insurance separate account | Manager (2007–2023) | Same complex; still independent of adviser employment |
| IDC (ICI) Governing Council | Industry body | Member (since 2020) | Governance network; no commercial transaction ties |
| Dexter Southfield School | Non‑profit | Trustee (since 2019) | No commercial interlock risk to JPC |
Expertise & Qualifications
- Asset management leadership (CEO/COO) with operational and governance depth; seasoned in fund oversight (CREF/VA‑1, Nuveen unitary board).
- Committee expertise emphasizes compliance, risk, regulatory oversight, nominating/governance, and investment oversight; not designated as an “audit committee financial expert.”
- Education: B.A., Washington and Lee University.
Equity Ownership
| Measure (as of Dec 31, 2024) | Forrester |
|---|---|
| JPC dollar range | $0 |
| JPC shares owned | 0 |
| Aggregate range across family of registered investment companies overseen | Over $100,000 (includes CREF/VA‑1 positions as applicable) |
- Board governance principle: Each Board Member is expected to invest (directly or deferred) at least the equivalent of one year of compensation in funds within the Fund Complex; individual compliance status not disclosed.
Governance Assessment
-
Positives
- Independence: Not an “interested person”; no advisory or affiliate employment history; broad fund governance tenure across TIAA/Nuveen complex.
- Risk oversight: Serves on the Compliance, Risk Management & Regulatory Oversight Committee and Nominating & Governance Committee; also on Investment Committee, signaling active engagement on risk, governance, and performance oversight.
- Attendance: Met the ≥75% attendance threshold; Board schedules robust committee cadence (e.g., JPC Audit 14 meetings).
-
Watch items / potential red flags
- Direct ownership alignment in JPC is $0 with 0 shares; while aggregate fund complex holdings exceed $100,000 and deferred balances exist, the lack of direct JPC stake can be viewed as weaker single‑fund alignment.
- Pay inflation optics: Shift from per‑meeting to high fixed retainers and higher 2025 committee/chair fees could draw scrutiny; however, it aligns with a demanding unitary board workload and standardizes compensation.
-
No specific related‑party transactions, hedging/pledging disclosures, or Section 16 issues are identified for Forrester; all Board Members/officers complied with Section 16(a) in the last fiscal year per proxy. Independence and committee structures mitigate conflict risk.