Michael A. Forrester
About Michael A. Forrester
Independent Board Member of Nuveen Dynamic Municipal Opportunities Fund (NDMO); year of birth 1967; in the Nuveen fund complex since 2007, and appointed to NDMO’s Board effective January 1, 2024 with current nomination as Class I director through the 2028 annual meeting if elected. Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners; B.A. from Washington and Lee University. Classified as an Independent Board Member (not an “interested person”) and has never been an employee or director of TIAA or Nuveen.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led investment firm operations and strategy |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Operational leadership; Board Member (2007–2021) |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Oversight of mutual fund complex (TIAA-CREF) |
| TIAA Separate Account VA-1 | Manager | 2007–2023 | Management committee role overseeing annuity separate account |
External Roles
| Organization | Role | Tenure | Committee Positions/Notes |
|---|---|---|---|
| Aflac Incorporated | Director | Since 2025 | Public company directorship; interlock exists with fellow NDMO director Thomas J. Kenny (Aflac director; chairs Finance & Investment Committee) |
| Dexter Southfield School | Trustee | Since 2019 | Nonprofit board role |
| Independent Directors Council (ICI) | Governing Council Member | Since 2020 | Fund governance community leadership |
Board Governance
- Independence: Not an “interested person” of the Funds or Adviser; never employee/director of TIAA or Nuveen.
- Committee memberships: Nominating & Governance Committee; Investment Committee; Compliance, Risk Management & Regulatory Oversight Committee. Not a member of the Audit, Executive, Dividend, or Closed-End Fund Committees.
- Attendance: Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year.
- Election/term: Designated Class I nominee for NDMO; to serve until the 2028 annual meeting if elected (Common and Preferred voting together), with preferred holders separately electing two other nominees.
- Board structure: Unitary board across Nuveen fund complex; independent Chair is Robert L. Young.
Fixed Compensation
- Compensation schedule (Board-wide):
- Calendar year 2023: $210,000 annual retainer plus per-meeting fees; additional Chair/committee chair retainers ($140,000 Chair; $20,000 committee chairs).
- Through 2024 (pre-2025): $350,000 annual retainer; annual retainers for committee membership: Audit and Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed-End $20,000; Chair/committee chair retainers scaled accordingly.
- Effective January 1, 2025: $350,000 annual retainer; committee membership retainers increased to Audit and Compliance $35,000; Investment $30,000; Dividend/Nominating/Closed-End $25,000; Chair retainers increased (Board Chair $150,000; Audit/Compliance Chair $35,000; Investment Chair $30,000; Dividend/Nom/CE Chair $25,000).
| Component | 2023 | 2024 (pre-2025) | Effective 2025 |
|---|---|---|---|
| Annual Retainer (Independent Board Members) | $210,000 | $350,000 | $350,000 |
| Audit Committee Membership Retainer | $2,500 per meeting | $30,000 | $35,000 |
| Compliance Committee Membership Retainer | $5,000 per meeting | $30,000 | $35,000 |
| Investment Committee Membership Retainer | $2,500 per meeting | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Membership Retainer | $1,250–$500 per meeting | $20,000 | $25,000 |
| Board Chair Retainer | $140,000 | $140,000 | $150,000 |
| Audit/Compliance Chair Retainer | $20,000 | $30,000 | $35,000 |
| Investment Chair Retainer | $20,000 | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Chair Retainer | $20,000 | $20,000 | $25,000 |
- NDMO-specific compensation (last fiscal year):
- Aggregate compensation from NDMO to Forrester: $1,773.
- Total compensation from Nuveen Funds paid to Forrester: $480,750.
- Deferred fees credited as if invested (NDMO): $1,773.
| Fund | Period | Aggregate Compensation to Forrester ($) | Deferred Fees ($) |
|---|---|---|---|
| Dynamic Municipal (NDMO) | FY ended Oct 31, 2024 | $1,773 | $1,773 |
| All Nuveen Funds (total) | Various | $480,750 | See fund-by-fund table; multiple deferrals across funds |
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Cash bonus/target bonus | Not described | Independent directors are paid retainers and meeting/committee fees; no bonus structure disclosed |
| Stock awards (RSUs/PSUs), options | Not described | No equity or option awards described for directors; compensation framed as cash retainers and deferrals |
| Performance metrics tied to pay (TSR, EBITDA, ESG) | Not described | No performance-based director pay metrics disclosed |
| Deferred compensation | Available | Directors may defer fees; credited as if invested in Nuveen funds; paid in lump sum or over 2–20 years |
Other Directorships & Interlocks
| Company/Organization | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Aflac Incorporated | Director | Since 2025 | Interlock with NDMO director Thomas J. Kenny (Aflac Director; chairs Finance & Investment Committee) |
| Dexter Southfield School | Trustee | Since 2019 | Nonprofit governance role |
| Independent Directors Council (ICI) | Governing Council Member | Since 2020 | Industry governance network |
| CREF | Former Trustee | 2007–2023 | Prior governance roles within TIAA-CREF complex |
| TIAA Separate Account VA-1 | Former Manager | 2007–2023 | Prior governance roles within TIAA-CREF complex |
Expertise & Qualifications
- Senior leadership in asset management as CEO and COO at Copper Rock Capital Partners (2007–2021).
- Fund governance expertise via IDC Governing Council membership.
- Education: B.A., Washington and Lee University.
- Longstanding oversight at CREF and TIAA VA-1 (2007–2023).
Equity Ownership
| Metric | NDMO | Evidence |
|---|---|---|
| Dollar range of equity securities owned | $0 | Appendix A shows $0 for NDMO |
| Shares beneficially owned | 0 | Appendix A shows 0 shares for NDMO |
| Ownership % of shares outstanding | <1% | Each Board Member held <1% in each Fund as of June 20, 2025 |
| Aggregate dollar range across Nuveen funds | Over $100,000 | Aggregate range reported “Over $100,000” |
| Deferred compensation participation | Yes | Deferred fees credited as if invested in participating funds |
Board Effectiveness Notes
- Committees: Active on Nominating & Governance (board performance/process/comp guidelines), Compliance (risk oversight incl. leverage/derivatives/liquidity), and Investment (performance and risk oversight) — these are the core governance and risk oversight committees, indicating meaningful engagement.
- Attendance and independence: Met the 75% attendance threshold; classified independent; supports investor confidence.
- Election status: Standing for Class I election across funds, including NDMO, with term to 2028 if elected; continuity benefits but staggered terms can delay board turnover.
Potential Conflicts & Related-Party Exposure
- Shared directorship: Interlock with Thomas J. Kenny at Aflac; while Aflac is an insurer and NDMO invests in municipal bonds, the overlap may create information-flow dynamics; monitor for any related-party transactions or service provider overlaps, none disclosed in proxy.
- Related-party holdings: Proxy lists related holdings for certain directors (e.g., Kenny) in companies advised by affiliates; no such listings for Forrester.
- Section 16 compliance: Funds report compliance with filing requirements in the prior fiscal years.
Insider Trades
| Date | Transaction | Shares | Price | Form |
|---|---|---|---|---|
| Not disclosed in proxy | None reported | — | — | — |
Note: Proxy Appendix A indicates Forrester held 0 NDMO shares as of May 31, 2025; no insider transactions are disclosed in the proxy materials.
Governance Assessment
- Alignment: Forrester holds $0 and 0 shares in NDMO, but reports “Over $100,000” aggregate holdings across Nuveen funds and defers board fees as if invested — alignment exists at complex level but is weak at the fund-specific level; Nuveen’s principle expects at least one year of compensation invested across the complex (we cannot fully verify compliance vs. his $480,750 total compensation). Potential yellow flag for NDMO-specific alignment.
- Engagement and oversight: Strong committee portfolio across Governance, Compliance, and Investment suggests robust involvement in key oversight functions.
- Independence and attendance: Meets independence standards and attendance expectations; supports board credibility.
- Compensation structure: Board moved from per-meeting model (2023) to higher fixed retainers with increased committee retainers effective 2025; this emphasizes steady governance engagement rather than performance-linked pay and is typical for fund directors (no equity/option awards described).
- RED FLAGS:
- Fund-specific ownership gap: $0 ownership and 0 shares in NDMO despite governance principle encouraging director investment — monitor for increased investment or continued reliance solely on deferred comp across other funds.
- Interlock: Aflac board overlap with Thomas J. Kenny; monitor for conflicts if Aflac or affiliates interact with Nuveen/TIAA ecosystems or NDMO’s investment universe.