Michael Forrester

About Michael A. Forrester

Independent director of Nuveen AMT‑Free Quality Municipal Income Fund (NEA); born 1967; appointed to the NEA/Nuveen closed‑end funds board effective January 1, 2024; nominee for Class I term expiring at the 2028 annual meeting if elected. Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners; B.A., Washington & Lee University; oversees 216 portfolios in the Nuveen fund complex; designated as an Independent Board Member under the 1940 Act and exchange standards. External roles include Director at Aflac Incorporated (since 2025), Trustee at Dexter Southfield School (since 2019), and member of the IDC Governing Council (since 2020).

Past Roles

External Roles

Board Governance

• Independence and status

  • Classified as an Independent Board Member; not an “interested person” of the Funds, Adviser, TIAA or Nuveen; no prior employment with those entities.
  • NEA board has an independent Chair (Robert L. Young).

• Term and tenure

  • Appointed to the Nuveen closed‑end funds boards effective January 1, 2024; standing for election as a Class I nominee to serve until the 2028 annual meeting if elected.
  • Oversees 216 portfolios in the fund complex.

• Committee assignments (no chair roles)

  • Compliance, Risk Management & Regulatory Oversight Committee – Member.
  • Nominating & Governance Committee – Member.
  • Investment Committee – Member.
  • Not a member of the Audit, Dividend, Executive, or Closed‑End Fund Committees.

• Attendance and workload

  • Each Board Member attended 75% or more of Board and applicable committee meetings in the last fiscal year.

NEA (AMT‑Free Quality) meeting cadence last fiscal year:

Fixed Compensation

• Structure evolution (Independent Board Members) | Component | 2023 (through 12/31/23) | 2024 (through 12/31/24) | 2025 (effective 1/1/25) | |---|---|---|---| | Annual retainer | $210,000 | $350,000 | $350,000 | | Audit Committee membership retainer | Per‑mtg fees; no flat retainer | $30,000 | $35,000 | | Compliance Committee membership retainer | Per‑mtg fees; no flat retainer | $30,000 | $35,000 | | Investment Committee membership retainer | Per‑mtg fees; no flat retainer | $20,000 | $30,000 | | Dividend / Nominating & Governance / Closed‑End membership | Per‑mtg fees; no flat retainer | $20,000 each | $25,000 each | | Board Chair additional retainer | $140,000 | $140,000 | $150,000 | | Committee Chair additional retainers | $20k–$30k by committee | $20k–$30k | $25k–$35k |

• Forrester director compensation (most recent disclosed periods) | Measure | Amount | Period/Notes | |---|---|---| | Aggregate compensation from NEA (AMT‑Free Quality) | $11,833 | Fiscal year ended Oct 31, 2024 | | Total compensation from Nuveen funds (all funds overseen) | $480,750 | Aggregate across the fund complex |

• Deferred compensation plan

  • Independent directors may defer fees into deemed investments in eligible Nuveen funds; distributions paid in lump sum or over 2–20 years. Forrester had deferred amounts credited at several funds (e.g., NEA $11,833; NVG $9,214) in the most recent year.

Performance Compensation

• No performance-based compensation is disclosed for directors; compensation consists of retainer and committee fees, with optional deferred compensation; no equity awards or performance metrics are used for director pay.

Other Directorships & Interlocks

Expertise & Qualifications

• 14+ years of senior operating leadership at an institutional asset manager (CEO/COO, Copper Rock), bringing investment operations and governance experience to a closed‑end municipal fund board.
• Active in fund governance (IDC Governing Council), indicating ongoing engagement with best practices.
• Oversees 216 portfolios across the complex, demonstrating breadth of oversight experience.

Equity Ownership

• Board ownership guideline: directors are expected to invest at least the equivalent of one year of compensation in Nuveen funds (held directly or deferred). Compliance is not individually disclosed.
• Forrester’s beneficial ownership as of May 31, 2025:
  • NEA: $0 (0 shares).
  • Aggregate range across all registered investment companies overseen in the family: Over $100,000.
  • Each director’s individual holdings in any fund were less than 1% of that fund’s outstanding shares.

Governance Assessment

• Strengths

  • Independent status, with an independent Board Chair and committee structure that allocates risk, compliance, valuation, and performance oversight across committees; Forrester serves on Compliance, Nominating & Governance, and Investment committees, aligning with his operating background.
  • Attendance at or above 75% threshold across meetings indicates baseline engagement; significant meeting cadence for NEA supports active oversight.
  • Compensation structure shifts toward flat retainers and higher committee retainers in 2024–2025 may better reflect ongoing workload and reduce per‑meeting incentives; no performance pay mitigates pay‑for‑performance misalignment risk for independent directors.

• Potential risks/RED FLAGS to monitor

  • External interlock at Aflac: Forrester and Kenny both serve on Aflac’s board; while not inherently problematic, interlocks can create perceptions of influence networks—monitor for any overlapping issues that could affect independence perceptions.
  • Ownership alignment: Guideline expects one year’s compensation invested in Nuveen funds; Forrester shows $0 in NEA specifically but “Over $100,000” in aggregate across the complex; individual compliance against the one‑year benchmark is not disclosed.

• Conflicts/related party

  • The proxy’s related‑holdings table lists certain board members with positions in companies under common control with the Adviser; Forrester is not listed, and no related‑party transactions for him are disclosed.
  • Section 16 compliance: Funds report timely compliance with Section 16(a) by directors and officers in the last fiscal year.