Michael Forrester
About Michael A. Forrester
Independent director of NAZ (Nuveen Arizona Quality Municipal Income Fund); appointed effective January 1, 2024, serving as a Class I Board Member with term through the 2025 annual meeting and nominee for the 2028 annual meeting . Born 1967; B.A., Washington and Lee University; former CEO (2014–2021), COO (2007–2014), and board member (2007–2021) of Copper Rock Capital Partners; trustee of TC Funds since 2007; currently on the IDC Governing Council; trustee, Dexter Southfield School; director at Aflac Incorporated since 2025 . NAZ’s board confirms he is “independent” (not an “interested person” under the 1940 Act and has never been an employee/director of TIAA/Nuveen or affiliates) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led investment firm operations |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Oversaw operations/processes |
| Copper Rock Capital Partners, LLC | Board Member | 2007–2021 | Governance oversight |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | TC Funds governance |
| TIAA Separate Account VA‑1 | Management Committee Member | 2007–2023 | Oversight of separate account |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aflac Incorporated | Director | Since 2025 | Public company directorship |
| Independent Directors Council (ICI) Governing Council | Member | Since 2020 | Industry governance body |
| Dexter Southfield School | Trustee | Since 2019 | Non-profit board |
Board Governance
- Independence: NAZ confirms all current nominees and continuing board members (including Forrester) are independent under the 1940 Act and have never been employees/directors of TIAA/Nuveen .
- Term and Service: Class I; term through 2025 annual meeting, nominee through 2028; NAZ/complex appointment effective January 1, 2024 .
- Portfolios Overseen: 219 portfolios across the Fund Complex (2025 proxy) .
- Committee Memberships (current): Nominating & Governance (member), Compliance, Risk Management & Regulatory Oversight (member), Investment Committee (member); not listed on Audit or Closed-End Fund Committees .
- Attendance: Each board member attended at least 75% of board and applicable committee meetings in the last fiscal year .
- Board Structure: Unitary board across Nuveen/TIAA fund complex, independent Chair (Robert L. Young since 2025) .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2025 |
| Compliance Committee membership retainer | $35,000 | Member (not Chair) |
| Investment Committee membership retainer | $30,000 | Member (Co‑Chairs are Boateng/Lancellotta) |
| Nominating & Governance Committee membership retainer | $25,000 | Member (Chair is Young) |
| Ad hoc meeting fees | $1,000–$2,500 per meeting | Based on length/immediacy |
| Total compensation from Nuveen Funds (last fiscal year) | $480,750 | Aggregate across Fund Complex |
| NAZ fund allocation (Arizona Quality) | $608 | Fund‑level share of total compensation |
2023 compensation structure (pre‑consolidation) relied on lower retainer ($210,000) plus per‑meeting fees across committees; the 2025 structure shifts toward higher fixed retainers and committee retainers .
Performance Compensation
| Metric/Instrument | Status | Notes |
|---|---|---|
| Annual bonus | Not disclosed | Proxy enumerates cash retainers/fees only; no bonus program for independent board members described |
| RSUs/PSUs (stock awards) | Not disclosed | No equity compensation disclosed for independent board members |
| Option awards | Not disclosed | No options disclosed for independent board members |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed | Director pay not tied to KPIs in proxy |
| Clawback provisions | Not disclosed | No clawback language for director fees in proxy |
Other Directorships & Interlocks
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| Aflac Incorporated | Director | Since 2025 | Not disclosed in NAZ proxy |
Expertise & Qualifications
- Asset management leadership (CEO/COO/Board Member at Copper Rock) and long‑tenured fund governance (TC Funds since 2007) .
- Industry governance participation via IDC Governing Council (ICI) .
- Education: B.A., Washington and Lee University .
- Oversees 219 portfolios in the fund complex, indicating broad cross‑fund oversight experience .
Equity Ownership
| Item | Value | As of |
|---|---|---|
| NAZ (Arizona Quality) shares beneficially owned | 0 | Oct 22, 2025 |
| Beneficial ownership in each fund class | <1% of outstanding | Oct 22, 2025 (all board members individually <1%) |
| Aggregate range of equity securities across Fund Complex | Over $100,000 | Oct 22, 2025 |
| Shares pledged as collateral | Not disclosed | Proxy appendices reviewed |
Governance principle: Each board member is expected to invest at least the equivalent of one year of compensation in funds within the complex; aggregated ranges show “Over $100,000” for Forrester, which is insufficient to confirm compliance with the “one year compensation” expectation given the $350,000 retainer level .
Governance Assessment
- Independence and committee engagement: Independent under 1940 Act; active on Nominating & Governance, Compliance, and Investment Committees; not currently on Audit Committee, which is chaired by Nelson .
- Attendance: Met the ≥75% threshold across board/committee meetings, supporting engagement .
- Pay structure: 2025 move to higher fixed retainer with committee retainers reduces volatility vs. 2023 per‑meeting fee model; total fund‑complex compensation was $480,750 with NAZ’s allocated share $608, implying cost dispersion across the complex .
- Ownership alignment: Expected to hold at least one year of compensation in complex funds; Forrester’s aggregate range “Over $100,000” indicates participation but does not evidence full compliance; NAZ‑specific ownership is zero, consistent with allocation across many funds .
- Conflicts/related‑party: Proxy tables list certain board members’ holdings in companies advised by affiliates (e.g., Kenny); no such related‑party holdings are disclosed for Forrester in the reviewed sections, and no related‑party transactions are noted for him .
- External load/time commitments: Aflac directorship since 2025 adds external obligations; committee roles at Aflac are not disclosed in NAZ proxy—monitor for time/overboarding concerns as a prudential matter .
RED FLAGS to monitor: Confirmation of compliance with ownership guideline (one‑year comp), potential overboarding if additional public boards are added, and any future related‑party exposures; none are currently disclosed for Forrester in NAZ’s proxy/8‑K materials .