Michael Forrester

About Michael A. Forrester

Independent director (Class I nominee) for NCA’s unitary Nuveen closed-end fund board; year of birth 1967; B.A., Washington & Lee University. Tenure in the Fund Complex since 2007; appointed to NCA’s boards effective January 1, 2024; standing for a new term through the 2028 annual meeting. Former CEO (2014–2021) and COO (2007–2014) at Copper Rock Capital Partners; currently on the IDC Governing Council (Investment Company Institute), Director at Aflac Incorporated (since 2025), and Trustee at Dexter Southfield School (since 2019). Classified as an Independent Board Member (not an “interested person” under the 1940 Act and with no TIAA/Nuveen employment history).

Past Roles

External Roles

Board Governance

• Independence: The board is composed of Independent Board Members (not “interested persons”); Forrester is independent.
• Term/class: Class I; serving until the 2025 annual meeting and nominated to serve until the 2028 annual meeting.
• Unitary board scope: Oversees 219 portfolios in the Fund Complex (scope highlights workload and influence).
• Committee assignments (member roles; no chair roles disclosed for Forrester):
  • Nominating & Governance Committee (members: all Independent Board Members; Chair: Young).
  • Investment Committee (Co-Chairs: Boateng, Lancellotta; all Independent Board Members serve, including Forrester).
  • Compliance, Risk Management & Regulatory Oversight Committee (Chair: Wolff; members include Forrester).
  • Not on the Audit Committee (members: Nelson (Chair), Boateng, Lancellotta, Starr, Thornton, Wolff, Young; audit committee financial experts designated: Boateng, Nelson, Starr, Young).
• Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year (Forrester met policy).
• Meeting cadence for NCA funds (last fiscal year): Board (regular 6; special 9); Audit Committee 13; Nominating & Governance 6; Investment 3; Compliance 4; Closed-End Funds 4; Dividend 8; Executive Committee 3.

Fixed Compensation

• Structure as of Jan 1, 2025 (Independent Board Members):
  • Annual retainer: $350,000.
  • Committee retainers: Audit $35,000; Compliance $35,000; Investment $30,000; Dividend $25,000; Nominating & Governance $25,000; Closed-End Funds $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 Funds Chair $25,000.
  • Ad hoc/special assignment fees also apply.

• Deferred compensation plan available (elective deferral, notionally invested in eligible Nuveen funds; distributions lump sum or 2–20 years). No pension/retirement plans for directors.

Performance Compensation

• No performance-based equity or bonus plan is disclosed for Independent Board Members; director pay is in the form of retainers/fees with an elective deferral feature.

Other Directorships & Interlocks

Expertise & Qualifications

• Senior investment management operator (CEO/COO) with fund board tenure since 2007; governance and oversight skills aligned to investment products.
• Industry governance leadership via IDC Governing Council; public company board experience at Aflac.
• Education: B.A., Washington & Lee University.

Equity Ownership

• Beneficial ownership in NCA-specific fund (California Municipal Value) and other listed Nuveen funds as of Oct 22, 2025: reported as 0 shares (note: deferrals are tracked as fund-equivalent units in certain cases).
• Aggregate dollar range across all registered investment companies overseen (Fund Complex): “Over $100,000” for Forrester.
• Board principle: each Board Member is expected to invest, directly or on a deferred basis, at least one year of compensation in funds in the Fund Complex (expectation statement; not an attestation of compliance).

Insider Filings

Governance Assessment

• Strengths

  • Independence and breadth: Independent director with no TIAA/Nuveen affiliation; serves across 219 portfolios—broad oversight and cross-fund context.
  • Active governance engagement: Member of Nominating & Governance, Investment, and Compliance committees; board reports all members met ≥75% attendance.
  • Governance alignment: Board principle encourages significant “skin in the game” via one-year-compensation investment expectation; Forrester’s aggregate reported fund-complex holdings are “Over $100,000” (exact compliance level not disclosed).

• Watch items

  • Workload/time risk: Oversight of 219 portfolios can strain director bandwidth; continued attendance/compliance monitoring advisable.
  • Not on Audit Committee and not designated an “audit committee financial expert” (experts are Boateng, Nelson, Starr, Young); financial reporting oversight influence is indirect via full board.
  • Fund-specific ownership: Reported beneficial ownership in NCA (and listed sister funds) is 0 shares, though aggregate complex holdings exceed $100K and deferrals may be used.

• Conflicts/Related-party exposure

  • The proxy identifies the board as fully independent; no related-party transactions, loans, pledging, or hedging involving Forrester are disclosed.

• Overall view

  • Experienced investment executive and long-tenured fund director with meaningful committee exposure and external public board service. The compensation model is standard for fund boards (retainers and committee fees; optional deferral), with no performance equity schemes—reducing pay-for-performance misalignment risk but relying on governance principles and deferral to align incentives.