Michael A. Forrester
About Michael A. Forrester
Independent Board Member born in 1967; TC Fund Complex Board Member since 2007 and appointed to NKX’s Board effective January 1, 2024. Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners, LLC; B.A. from Washington and Lee University. Current term: Class I nominee with term expiring at the 2028 annual meeting, having served as a Class I Board Member through the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Executive leadership, investment firm management |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Operations leader |
| Copper Rock Capital Partners, LLC | Board Member | 2007–2021 | Governance oversight |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | TC Fund Complex governance |
| TIAA Separate Account VA-1 | Manager | 2007–2023 | TC Fund Complex governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aflac Incorporated | Director | Since 2025 | Public company board; note interlock: NKX director Thomas J. Kenny also serves on Aflac’s board and chairs its Finance & Investment Committee |
| Independent Directors Council (IDC), Investment Company Institute | Governing Council Member | Since 2020 | Industry governance body |
| Dexter Southfield School | Trustee | Since 2019 | Non-profit board |
Board Governance
- Independence: The NKX Board and committees are composed entirely of Independent Board Members under the 1940 Act and NYSE/NASDAQ standards; directors, including Forrester, are not “interested persons” and have never been employees/directors of TIAA/Nuveen or affiliates .
- Tenure and Class: Forrester is a Class I Board Member and nominee for term through the 2028 annual meeting; appointed to NKX Board effective January 1, 2024 .
- Committees:
- Nominating & Governance: Member; Chair Robert L. Young .
- Investment Committee: Member; Co-Chairs Joseph A. Boateng and Amy B. R. Lancellotta .
- Compliance, Risk Management & Regulatory Oversight: Member; Chair Margaret L. Wolff .
- Audit: Not listed as a member (members include Nelson (Chair), Boateng, Lancellotta, Starr, Thornton, Wolff, Young) .
- Closed-End Funds: Not listed as a member (members include Moschner (Chair), Kenny, Nelson, Starr, Thornton, Wolff, Young) .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year; NKX’s Board held 6 regular and 9 special meetings, with extensive committee activity, indicating robust engagement .
- Portfolios overseen: 219 portfolios in the Fund Complex .
Fixed Compensation
| Component | 2024 Structure (pre-1/1/2025) | 2025 Structure (effective 1/1/2025) |
|---|---|---|
| Base annual retainer | $350,000 | $350,000 |
| Audit Committee member | $30,000 | $35,000 |
| Compliance Committee member | $30,000 | $35,000 |
| Investment Committee member | $20,000 | $30,000 |
| Dividend, Nominating & Governance, Closed-End member | $20,000 each | $25,000 each |
| Board Chair | $140,000 | $150,000 |
| Audit/Compliance Chair | $30,000 | $35,000 |
| Investment Chair/Co-Chair | $20,000 | $30,000 |
| Dividend/Nominating/Closed-End Chair | $20,000 | $25,000 |
| Ad hoc meeting fees | $1,000 or $2,500 per meeting | $1,000 or $2,500 per meeting |
| Special assignment committees | Chair/Co-Chair quarterly from $1,250; members quarterly from $5,000 | Chair/Co-Chair quarterly from $1,250; members quarterly from $5,000 |
| Fund | Aggregate Compensation to Michael A. Forrester (last fiscal year) |
|---|---|
| Arizona Quality | $608 |
| California AMT‑Free | $2,668 |
| California Value | $813 |
| California Quality | $7,823 |
| Massachusetts Quality | $494 |
| Total Compensation from Nuveen Funds Paid to Board Members/Nominees | $480,750 |
- Deferred Compensation Plan: Independent Board Members may elect to defer fees into a book reserve account notionally invested in eligible Nuveen funds; distributions can be lump sum or over 2–20 years; totals include deferred fees where applicable .
Performance Compensation
- No RSUs/PSUs, options, or performance-linked incentive compensation are disclosed for independent directors; compensation is retainer/committee-based cash with optional deferral. No performance metrics (e.g., TSR/EBITDA) tied to director compensation are disclosed .
Other Directorships & Interlocks
| Entity | Relationship | Notes |
|---|---|---|
| Aflac Incorporated | Director (Forrester) | Appointed in 2025; interlock with NKX director Thomas J. Kenny (Aflac Director; Chair of Finance & Investment Committee) |
| IDC Governing Council (ICI) | Member | Industry body governance |
| Dexter Southfield School | Trustee | Non-profit governance |
| CREF | Former Trustee | 2007–2023 |
| TIAA Separate Account VA‑1 | Former Manager | 2007–2023 |
Interlock signal: Two NKX directors (Forrester and Kenny) serving on Aflac’s board increases network connectivity; while not a conflict per se, investors should monitor information flow and time commitments .
Expertise & Qualifications
- Senior leadership in investment management (CEO/COO at Copper Rock) and extensive fund governance experience across 219 portfolios in the Fund Complex .
- Education: B.A., Washington and Lee University .
- Industry governance: IDC Governing Council member (ICI) .
Equity Ownership
| Fund | Shares Beneficially Owned | Dollar Range of Equity Securities (Fund) | Aggregate Range Across All Registered Investment Companies Overseen |
|---|---|---|---|
| Arizona Quality | 0 | $0 | Over $100,000 |
| California AMT‑Free | 0 | $0 | Over $100,000 |
| California Value | 0 | $0 | Over $100,000 |
| California Quality | 0 | $0 | Over $100,000 |
| Massachusetts Quality | 0 | $0 | Over $100,000 |
- Ownership guideline: Board Members are expected to invest, directly or on a deferred basis, at least the equivalent of one year of compensation in Nuveen funds in the Fund Complex; individual beneficial shareholdings are less than 1% of any Fund .
Governance Assessment
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Strengths:
- Clear independence from Adviser/TIAA/Nuveen; committee structures composed solely of independent directors .
- Active committee memberships (Nominating & Governance; Investment; Compliance) and documented meeting cadence; attendance ≥75% indicates baseline engagement .
- Transparent, standardized director pay framework updated in 2025 to reflect committee workload; presence of deferral mechanism supports long-term alignment .
-
Watch items:
- No direct share ownership in NKX funds despite general expectation to invest at least one year’s compensation across the Fund Complex; investors may prefer more visible “skin in the game” at fund level, though aggregate Nuveen fund exposure is disclosed as “Over $100,000” .
- Aflac interlock with fellow NKX director Thomas J. Kenny warrants monitoring for overboarding/time commitments, even though no direct related‑party transactions are disclosed for Forrester .
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RED FLAGS: None disclosed regarding related‑party transactions, pledging/hedging, option repricings, tax gross‑ups, or legal/regulatory proceedings for Forrester in NKX filings .