Michael Forrester
About Michael A. Forrester
Independent Board Member (Class I) of Nuveen California Quality Municipal Income Fund; appointed to the Fund’s Board effective January 1, 2024 and serving in the Nuveen fund complex since 2007. Born 1967; B.A. from Washington and Lee University. Former CEO (2014–2021), COO (2007–2014), and Board Member (2007–2021) of Copper Rock Capital Partners; currently serves on the Independent Directors Council (IDC) Governing Council and is a Director of Aflac Incorporated, and Trustee of Dexter Southfield School. Deemed independent under the 1940 Act; not an employee or director of TIAA/Nuveen or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Executive leadership of investment firm |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Operations leadership |
| Copper Rock Capital Partners, LLC | Board Member | 2007–2021 | Governance oversight |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Governance of major retirement fund complex |
| TIAA Separate Account VA-1 | Management Committee Member/Manager | 2007–2023 | Oversight of variable annuity separate account |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aflac Incorporated | Director | Since 2025 | Public company board; finance/insurance domain |
| Independent Directors Council (ICI) | Governing Council Member | Since 2020 | Fund governance best practices body |
| Dexter Southfield School | Trustee | Since 2019 | Non-profit/education governance |
Board Governance
- Independence: Not an “interested person” under the 1940 Act; never an employee or director of TIAA or Nuveen; deemed Independent Board Member .
- Committee assignments:
- Nominating & Governance Committee – Member (Chair: Robert L. Young) .
- Investment Committee – Member (Co-Chairs: Joseph A. Boateng and Amy B.R. Lancellotta) .
- Compliance, Risk Management & Regulatory Oversight Committee – Member (Chair: Margaret L. Wolff) .
- Not on Audit, Executive, Dividend, or Closed-End Fund Committees (current rosters listed; Forrester not included) .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year .
- Term/tenure: Class I Board Member until the 2025 annual meeting and nominee for Class I term ending 2028; service in the Nuveen fund complex since 2007; appointed to each Fund’s Board effective January 1, 2024 .
Fixed Compensation
| Component | Amount (Effective Jan 1, 2025) | Notes |
|---|---|---|
| Annual retainer (Independent Board Member) | $350,000 | All Independent Board Members |
| Audit Committee membership retainer | $35,000 | Per member per year |
| Compliance Committee membership retainer | $35,000 | Per member per year |
| Investment Committee membership retainer | $30,000 | Per member per year |
| Dividend Committee membership retainer | $25,000 | Per member per year |
| Nominating & Governance membership retainer | $25,000 | Per member per year |
| Closed-End Funds Committee membership retainer | $25,000 | Per member per year |
| Chair of Board | $150,000 | Not applicable to Forrester (Chair: Young) |
| Committee Chairs (Audit/Compliance) | $35,000 | Chair premium per committee |
| Committee Chair (Investment) | $30,000 | Chair premium |
| Committee Chair (Dividend/Nom/Gov/CEF) | $25,000 | Chair premium |
| Ad hoc meeting fees | $1,000 or $2,500 | Depending on length/immediacy |
| Special assignment committees | Chair quarterly fee from $1,250; member quarterly fee from $5,000 | As needed |
Aggregate compensation paid to Michael A. Forrester by each Nuveen fund in the joint proxy group (last fiscal year):
| Fund | Aggregate Compensation ($) |
|---|---|
| Nuveen Arizona Quality Municipal Income Fund | $608 |
| Nuveen California AMT-Free Quality Municipal Income Fund | $2,668 |
| Nuveen California Municipal Value Fund | $813 |
| Nuveen California Quality Municipal Income Fund (NAC) | $7,823 |
| Nuveen Massachusetts Quality Municipal Income Fund | $494 |
| Total Compensation from Nuveen Funds (Board Member/Nominee) | $480,750 |
- Retirement/pension plans: None for Funds; officers serve without Fund compensation .
- Deferred compensation plan: Independent Board Members may elect to defer fees into notional accounts invested in eligible Nuveen funds; distributions can be lump sum or over 2–20 years .
Performance Compensation
| Performance-based element | Status | Details |
|---|---|---|
| RSUs/PSUs | None | Independent Board Members compensated via cash retainers/fees; no equity awards disclosed |
| Options | None | No stock option awards disclosed |
| Cash bonus tied to metrics | None | No performance metric-linked bonuses for directors |
| Compensation metrics (TSR, EBITDA, ESG) | Not applicable | Director pay not tied to operating/market performance metrics |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Aflac Incorporated | Public company | Director (since 2025) | Insurance issuer; no disclosed related-party ties to NAC/Nuveen; independence affirmed |
| Independent Directors Council (ICI) | Industry body | Governing Council Member (since 2020) | Governance network; advisory role, not a commercial counterparty |
| Dexter Southfield School | Non-profit | Trustee (since 2019) | No commercial conflicts disclosed |
| CREF; TIAA Separate Account VA-1 | Investment companies | Trustee/Manager (2007–2023) | Under TIAA family; Forrester not employed by TIAA/Nuveen; independence affirmed |
Expertise & Qualifications
- Senior asset management leadership (CEO/COO) at Copper Rock, bringing operational and investment oversight experience .
- Broad fund governance experience across large retirement/investment complexes (CREF; VA‑1) .
- External public company board exposure (Aflac), adding finance/insurance oversight breadth .
- IDC Governing Council role supports governance process rigor and continuing education .
- Education: B.A., Washington & Lee University .
Equity Ownership
| Measure | NAC | CA AMT-Free | CA Value | AZ Quality | MA Quality | Aggregate in Nuveen Fund Complex |
|---|---|---|---|---|---|---|
| Beneficial shares owned (as of Oct 22, 2025) | 0 | 0 | 0 | 0 | 0 | Over $100,000 (dollar range of equity in registered investment companies overseen) |
| % of class | <1% (individual holdings of each Fund are less than 1%) | <1% | <1% | <1% | <1% | Not disclosed (range provided) |
| Shares pledged/hedged | None disclosed | — | — | — | — | — |
| Ownership guideline | Expected to invest at least equivalent of one year of compensation in Fund Complex (direct or deferred) | — | — | — | — | — |
Footnote: beneficial ownership numbers include share equivalents for certain Nuveen funds via the Deferred Compensation Plan .
Governance Assessment
- Board effectiveness: Active participation across Nominating & Governance, Investment, and Compliance committees implies broad governance engagement; not on Audit, maintaining focus on portfolio oversight and governance process .
- Independence & conflicts: Independence explicitly affirmed; no related-party transactions disclosed for Forrester; external Aflac directorship presents low apparent conflict with municipal fund activities; no TIAA/Nuveen employment history .
- Attendance: Met or exceeded 75% threshold for Board/committee meetings, supporting engagement expectations .
- Compensation alignment: Director pay is fixed retainer plus committee fees, with optional deferral into Nuveen funds; absence of performance-based equity reduces pay-for-performance linkage but aligns via deferred fund exposure and board guideline to invest one year of compensation in complex funds .
- Signals/changes: 2025 increase in committee membership fees (e.g., Audit/Compliance to $35k; Investment to $30k; others to $25k) suggests higher workload/complexity recognized by Board; not indicative of pay inflation beyond structural alignment for governance demands .
RED FLAGS
- None disclosed: No related-party transactions, option repricing, tax gross-ups, or hedging/pledging reported for Forrester .
- Note: Forrester reports $0 direct holdings in NAC (and the other listed funds), but aggregate Nuveen complex exposure is “Over $100,000”; the Board guideline expects one year of compensation invested across the Fund Complex—compliance status is not precisely quantified in the proxy .