Michael A. Forrester

About Michael A. Forrester

Independent director nominee (Class I) for Nuveen Real Estate Income Fund (JRS), born 1967, with a background in asset management operations and leadership. Appointed to the Nuveen Funds boards on May 15, 2024 and nominated to serve a term expiring at the 2028 annual meeting; deemed independent under the Investment Company Act of 1940 and never an employee or director of TIAA/Nuveen or affiliates . Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners; BA from Washington & Lee University .

Past Roles

External Roles

Board Governance

• Independence and nomination: Independent nominee for JRS (Class I); if elected, term through 2028; independent under 1940 Act; never employee/director of TIAA/Nuveen .
• Committee memberships (JRS):
  • Compliance, Risk Management and 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 listed on Audit Committee (Chair: John K. Nelson), Dividend Committee (Chair: Matthew Thornton), or Closed-End Fund Committee (Chair: Albin F. Moschner) .
• Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
• Meeting cadence for JRS (last fiscal year):
  • Regular Board: 5; Special Board: 9; Executive: 5; Dividend: 10; Compliance: 5; Audit: 14; Nominating & Governance: 5; Investment: 4; Closed-End Fund: 4 .
• Board leadership: Independent Chair of the Nuveen Funds boards is Robert L. Young; unitary board structure across Nuveen funds enhances consistent oversight and independence .

Fixed Compensation

• Compensation structure (effective Jan 1, 2024; increases effective Jan 1, 2025):
  • Annual director retainer: $350,000 .
  • Committee membership annual retainers:
    • Audit: $30,000 (→ $35,000 in 2025) .
    • Compliance, Risk Management & Regulatory Oversight: $30,000 (→ $35,000 in 2025) .
    • Investment: $20,000 (→ $30,000 in 2025) .
    • Dividend, Nominating & Governance, Closed-End Funds: $20,000 (→ $25,000 in 2025) .
  • Ad hoc meeting fees: $1,000 or $2,500 per meeting depending on length/immediacy .
  • Special assignment committees: quarterly fees—chair/co-chair starting at $1,250; members starting at $5,000 .
  • Chair premiums (not applicable to Forrester): Board Chair $150,000 (2025); committee chair/co-chair premiums as listed .
• Fund-level allocation (last fiscal year):
  • JRS aggregate compensation paid to Forrester: $690 (allocated by fund assets) .
  • Total compensation across Nuveen Fund Complex paid to Forrester: $480,750 .
• Deferred compensation election:
  • Participating funds permit deferral; Forrester’s deferred amount from JRS equals $690 (indicates full deferral of JRS fees) .

Performance Compensation

• No performance-based compensation disclosed for fund directors (no bonus metrics, PSUs/RSUs, options, or performance scorecards). Directors are compensated via fixed retainers and meeting/committee fees; a deferred compensation plan is available, but is not performance pay .

Other Directorships & Interlocks

Expertise & Qualifications

• Operating and leadership experience as CEO/COO in asset management; board governance across 200+ portfolios in Nuveen/TIAA complex .
• Governance expertise via IDC Governing Council role .
• Education: BA, Washington & Lee University .
• Not designated an “audit committee financial expert” (designation held by Moschner, Nelson, Starr, Young) .

Equity Ownership

• JRS ownership:
  • Shares beneficially owned: 0; ownership percentage: 0% (individual <1% threshold) .
• Fund-complex ownership:
  • Aggregate range of equity securities in registered investment companies overseen: Over $100,000 (includes CREF/VA-1 holdings for those serving on those boards) .
• Ownership alignment guideline:
  • Governance principle expects each Board Member to invest at least the equivalent of one year of compensation in funds within the complex; disclosure does not confirm individual compliance levels .

Governance Assessment

• Strengths:
  • Independent nominee with prior multi-fund board experience; member of key governance, compliance, and investment committees for JRS .
  • Board/committee attendance at or above 75% threshold; robust meeting cadence signals active oversight (JRS held 5 regular and 9 special board meetings; 14 audit committee meetings) .
  • Transparent, standardized director pay structure; no performance-linked or equity awards that could bias oversight; availability of deferred compensation aligns tax/deferral preferences without linking pay to fund metrics .
• Potential risks / RED FLAGS:
  • No direct share ownership in JRS despite governance principle encouraging material investment in complex funds; aggregate holdings across the complex are only disclosed as “Over $100,000,” below one-year compensation, though exact compliance cannot be determined from ranges alone .
  • Not on the Audit Committee and not designated an audit committee financial expert—reduces direct role in valuation/financial reporting oversight, though he serves on Compliance and Nominating/Investment committees .
  • Consultant arrangements at other Nuveen funds (Core Plus Impact, Multi-Asset Income, Multi-Market Income, Real Asset, Variable Rate Preferred & Income) may add workload; independence maintained by 1940 Act definition, but investors should monitor time commitments and any future role changes .
• Other notes:
  • Section 16(a) compliance: Funds state Board Members complied with beneficial ownership reporting requirements in the last fiscal year .
  • Shareholder meeting elections: Forrester is nominated for JRS Class I; plurality voting applies with nominees running equal to seats—monitor election outcomes and any shareholder feedback .