Michael A. Forrester

About Michael A. Forrester

Independent Director of Nuveen Quality Municipal Income Fund (NAD); year of birth 1967. Appointed to the Nuveen closed-end funds board effective January 1, 2024, with prior service in the broader Fund Complex since 2007; currently stands for election as a Class I Board Member through the 2028 annual meeting . Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners; B.A. from Washington and Lee University; currently serves on Aflac Incorporated’s Board (since 2025), is a Trustee of Dexter Southfield School (since 2019), and sits on the Governing Council of the Independent Directors Council (IDC) (since 2020) . Classified as an Independent Board Member (not an “interested person” under the Investment Company Act) .

Past Roles

External Roles

Board Governance

• Independence: NAD’s directors, including Forrester, are not “interested persons” of the Funds or Adviser; deemed Independent Board Members .
• Committee memberships: Forrester serves on the Compliance, Risk Management & Regulatory Oversight Committee; Investment Committee; and Nominating & Governance Committee .
• Chair roles: Forrester is not a committee chair; committee chairs are Wolff (Compliance), Boateng/Lancellotta (Investment co-chairs), Young (Nominating & Governance), Moschner (Closed-End), Nelson (Audit), Thornton (Dividend), Young (Executive Chair via Board Chair) .
• Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .

NAD meeting volumes last fiscal year:

Fixed Compensation

• Structure effective Jan 1, 2025:
  • Annual retainer: $350,000 .
  • Committee membership retainers: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End $25,000 .
  • Chair retainers: Board Chair $150,000; Audit Chair $35,000; Compliance Chair $35,000; Investment Chair/Co-Chair $30,000; Dividend Chair $25,000; Nominating & Governance Chair $25,000; Closed-End Chair $25,000 .
  • Ad hoc meeting fees: $1,000–$2,500 depending on length/immediacy; special assignment committees: Chair/Co-Chair quarterly fee starting $1,250; members quarterly fee starting $5,000 .
• Aggregate compensation data:
  • NAD (Quality Income) fiscal year ended Oct 31, 2024: Forrester received $9,406 from NAD .
  • Total compensation from Nuveen Funds paid to Forrester: $480,750 (complex-wide) .
• Deferred Compensation Plan: Independent directors may elect deferral; accounts track eligible Nuveen funds’ share values; distributions lump sum or 2–20 years; NAD-specific deferred amount for Forrester equals $9,406 credited for fiscal year (Quality Income) .

Performance Compensation

• No performance-based cash or equity awards disclosed for independent directors (no bonuses, options, RSUs/PSUs, or performance metrics tied to director pay) .
• Deferred compensation is investment-linked to Nuveen funds but not an incentive plan with performance targets; it mirrors fund share returns and is elective .

Other Directorships & Interlocks

• Potential interlock implication: Two NAD independent directors sitting on Aflac’s board may create cross-board ties; no related-party transactions with Aflac disclosed in the proxy .

Expertise & Qualifications

• Asset management leadership: CEO/COO experience at Copper Rock Capital Partners .
• Fund governance: Longstanding service across TIAA/Nuveen fund structures; IDC Governing Council member .
• Education: B.A., Washington and Lee University .
• Board independence: Not an “interested person” of Funds/Adviser .

Equity Ownership

• NAD-specific holdings: Dollar range “$0”; shares owned in NAD: 0 .
• Complex-wide holdings: Aggregate range “Over $100,000” across Nuveen funds overseen (not NAD-specific) .
• Ownership concentration: Each director’s individual shareholdings constitute less than 1% of the outstanding shares of each fund; group ownership <1% .

• Ownership guideline: Each Board Member is expected to invest at least the equivalent of one year of compensation in funds in the Fund Complex; precise compliance for Forrester not determinable from disclosed “Over $100,000” category versus ~$350k+ annual retainer plus committee fees .

Governance Assessment

• Board effectiveness: Active committee structure with independent chair and robust meeting cadence; Forrester holds roles on Compliance, Investment, and Nominating & Governance—aligned with oversight of risk, performance, and board processes .
• Independence & engagement: Confirmed independent status; attendance at ≥75% of meetings; no NAD share ownership reported (neutral for independence, mixed for “skin-in-the-game”) .
• Compensation mix: All-cash retainers and committee fees; no equity or performance-linked compensation, which supports director independence but offers limited alignment via grants; elective deferred compensation mirrors fund performance without target metrics .
• Ownership alignment: Complex-wide holdings “Over $100,000” but NAD-specific holdings are $0; guideline to invest one year of compensation in Fund Complex exists—insufficient data to confirm compliance; consider monitoring ownership disclosures in future proxies .
• Conflicts/related party: Proxy lists certain common-control company holdings for another director (Kenny) but not Forrester; no related-party transactions disclosed for Forrester; note interlock with Aflac alongside Kenny—monitor for any business overlap or information flow concerns .
• RED FLAGS:
  • Cross-board interlock at Aflac with another NAD director (Kenny) may raise perception risk; no transactions disclosed, but merits monitoring for potential conflicts .
  • Ownership guideline compliance undetermined given categorical disclosure; NAD-specific holdings are $0, which may be perceived as low “skin-in-the-game” by some investors .

Supporting Details (Committee Assignments and Roles)

• Compliance, Risk Management & Regulatory Oversight Committee: Member (Chair: Wolff) .
• Investment Committee: Member (Co-Chairs: Boateng and Lancellotta) .
• Nominating & Governance Committee: Member (Chair: Young) .
• Not on Audit Committee (Chair: Nelson) .
• Not on Executive or Dividend Committees (Executive Chair: Young; Dividend Chair: Thornton) .

Director Compensation (Complex-wide aggregates and NAD)

Attendance and Meetings

• Each director attended at least 75% of meetings for applicable funds and committees .
• NAD meeting counts listed above; special/ad hoc meetings compensated per policy .

Section 16 and Insider Activity

• The Funds report compliance with applicable Section 16(a)/30(h) filing requirements during the last fiscal year; no delinquency noted; Forrester reported 0 NAD shares as of May 31, 2025 .