Michael Forrester

About Michael A. Forrester

Independent director of Nuveen Credit Strategies Income Fund (JQC); year of birth 1967. Appointed to the Nuveen Funds boards effective May 15, 2024 (length of time in Nuveen/TIAA fund complex since 2007), with a B.A. from Washington and Lee University and prior CEO/COO experience at Copper Rock Capital Partners (2007–2021) . Classified as an Independent Board Member (not an “interested person” and never an employee/director of TIAA/Nuveen) .

Past Roles

External Roles

Board Governance

• Independence: All Nuveen Funds nominees and current board members (including Forrester) are Independent Board Members under the 1940 Act and exchange listing standards .
• Committee memberships (Nuveen closed-end funds, including JQC):
  • Compliance, Risk Management & Regulatory Oversight Committee: Member (Forrester; excludes certain funds noted) .
  • Nominating & Governance Committee: Member (Forrester; excludes certain funds noted) .
  • Investment Committee: Member (Forrester; excludes certain funds noted) .
  • Not an Audit Committee member; the Audit Committee membership list does not include Forrester .
• Attendance: Each Board Member attended at least 75% of board and committee meetings during the last fiscal year .
• Board structure: Unitary board across Nuveen Funds; independent Chair (Robert L. Young) .

Fixed Compensation

• Current structure (effective Jan 1, 2024; updated Jan 1, 2025):

  Component	2023	2024	2025
  Annual retainer (Independent Board Member)	$210,000	$350,000	$350,000
  Audit Committee membership retainer	$2,500/meeting	$30,000	$35,000
  Compliance Committee membership retainer	$5,000/meeting	$30,000	$35,000
  Investment Committee membership retainer	$2,500/meeting	$20,000	$30,000
  Dividend Committee membership retainer	$1,250/meeting	$20,000	$25,000
  Nominating & Governance membership retainer	$500/meeting	$20,000	$25,000
  Closed-End Funds membership retainer	$500/meeting	$20,000	$25,000
  Board Chair retainer	$140,000	$140,000	$150,000
  Committee Chair (Audit/Compliance)	$20,000	$30,000	$35,000
  Committee Chair (Investment)	$20,000	$20,000	$30,000
  Committee Chair (Dividend/Nom/Gov/CEFs)	$20,000	$20,000	$25,000
  Ad hoc meeting fees	N/A	$1,000–$2,500 per meeting	$1,000–$2,500 per meeting
  Special assignment committees	N/A	Chair quarterly fee starts at $1,250; members at $5,000	Same

• JQC-specific and complex compensation (last fiscal year):

  Metric	Amount
  Aggregate compensation from JQC (Credit Strategies) paid to Forrester	$1,695
  Total compensation from funds in the Nuveen/TIAA Fund Complex paid to Forrester	$480,750

• Deferred compensation: Forrester elected deferrals under the Deferred Compensation Plan for many funds; deferred amount for JQC equals $1,695; deferrals are notionally invested in eligible Nuveen funds and distributed per election (lump sum or 2–20 years) .

Performance Compensation

Other Directorships & Interlocks

• Public company boards: None disclosed for Forrester in the past five years table; roles listed are IDC Governing Council and Dexter Southfield School trustee, plus prior CREF/VA-1 roles .
• Interlocks/conflicts: Appendix A table of board members holding securities in companies advised by affiliates lists Thomas J. Kenny; Forrester is not listed, indicating no such holdings disclosed for him .

Expertise & Qualifications

• Former CEO/COO of a registered investment adviser (Copper Rock), bringing operating and investment management expertise .
• Governance experience via IDC Governing Council and multiple fund boards within the complex; oversees 213 portfolios .
• Education: B.A., Washington and Lee University .

Equity Ownership

Governance Assessment

• Strengths:
  • Independent status and no disclosed related-party holdings; broad fund governance experience and active membership on Nominating & Governance, Compliance, and Investment Committees enhance board effectiveness .
  • Attendance threshold met (≥75% of meetings), supporting engagement and reliability .
• Potential concerns/RED FLAGS:
  • Alignment: Zero reported direct JQC share ownership; while aggregate family holdings exceed $100k, it is unclear whether Forrester meets the “one year of compensation” investment guideline; disclosure does not provide exact amounts (monitor for future updates) .
  • Pay structure shift: Board moved from per-meeting fees to higher fixed retainers and committee retainers (2024/2025), increasing guaranteed cash compensation; investors may watch for robust performance oversight to justify the change .
• Other observations:
  • No Audit Committee membership or “financial expert” designation for Forrester; his focus is on governance, compliance, and investment oversight rather than audit .
  • Section 16(a) filings: Funds report compliance with filing requirements during the last fiscal year (no delinquent reports) .