Michael Forrester
About Michael A. Forrester
Independent director at Nuveen Municipal Credit Opportunities Fund (NMCO), born 1967, with over a decade of leadership in asset management, including CEO (2014–2021) and COO (2007–2014) roles at Copper Rock Capital Partners. He joined the Nuveen Funds boards broadly in the fund complex in 2024 for these funds and was appointed to the NMCO Board effective May 15, 2024; he is a Class I nominee with a term to the 2028 annual meeting if elected, and is deemed independent under the 1940 Act (never an employee/director of TIAA or Nuveen) . He holds a B.A. from Washington and Lee University and serves on the IDC Governing Council; current roles emphasize governance and oversight in registered funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led firm operations and strategy |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Built operating infrastructure |
| Copper Rock Capital Partners, LLC | Board Member | 2007–2021 | Governance oversight |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Board/management of TIAA-affiliated fund complex |
| TIAA Separate Account VA-1 | Manager | 2007–2023 | Management committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dexter Southfield School | Trustee | Since 2019 | Non-profit academic board |
| Independent Directors Council (Investment Company Institute) | Governing Council Member | Since 2020 | Fund governance community leadership |
Board Governance
- Independence: Classified as an Independent Board Member; has never been an employee or director of TIAA or Nuveen .
- NMCO Board service: Appointed May 15, 2024; Class I nominee for a term through the 2028 annual meeting if elected .
- Committee assignments (NMCO):
- Compliance, Risk Management & Regulatory Oversight Committee – Member (Chair: Wolff) .
- Nominating & Governance Committee – Member (Chair: Young) .
- Investment Committee – Member (Co-Chairs: Boateng and Lancellotta) .
- Not on Audit, Executive, Dividend, or Closed-End Fund Committees .
- Attendance: Each Board Member attended at least 75% of Board and assigned committee meetings during the last fiscal year .
| NMCO Meetings Held (last fiscal year) | Count |
|---|---|
| Regular Board | 5 |
| Special Board | 7 |
| Executive Committee | 5 |
| Dividend Committee | 8 |
| Compliance, Risk Management & Regulatory Oversight | 4 |
| Audit Committee | 14 |
| Nominating & Governance | 7 |
| Investment Committee | 3 |
| Closed-End Fund Committee | 4 |
Fixed Compensation
- Structure change effective Jan 1, 2024: Shifted from meeting fees to higher base and committee retainers; independent chair and committee chairs receive additional retainers .
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base annual retainer (Independent Board Member) | $210,000 | $350,000 | $350,000 |
| Audit Committee member retainer | $2,500/mtg (prior structure) | $30,000 | $35,000 |
| Compliance, Risk Mgmt & Regulatory Oversight Committee member retainer | $5,000/mtg (prior structure) | $30,000 | $35,000 |
| Investment Committee member retainer | $2,500/mtg (prior structure) | $20,000 | $30,000 |
| Dividend, Nominating & Governance, Closed-End Fund Committee member retainer | $500–$1,250/mtg (prior structure) | $20,000 | $25,000 |
| Board Chair additional retainer | $140,000 | $140,000 | $150,000 |
- NMCO-specific compensation to Forrester (last fiscal year): $2,089; total compensation across Nuveen fund complex: $480,750 . Deferred fees election (NMCO): $2,089 (matches his NMCO compensation, indicating deferral) .
| Pay Element | NMCO Amount (last FY) | Complex Total (last FY) |
|---|---|---|
| Aggregate compensation paid | $2,089 | $480,750 |
| Deferred compensation credited | $2,089 | See fund-by-fund deferrals table |
Notes: The Funds do not have retirement or pension plans; a deferred compensation plan is available, credited to notional Nuveen fund shares with distributions elected in lump sum or 2–20 years .
Performance Compensation
- No performance-based or equity-linked compensation for directors disclosed; compensation consists of cash retainers (base, committee, and chair) and optional deferred compensation tied to fund returns on a notional basis .
| Performance Metric / Award Type | Description | Applies to Forrester |
|---|---|---|
| Cash bonus (target/actual) | Not disclosed for directors | Not applicable |
| Stock/RSU/PSU awards | Not used for fund directors | Not applicable |
| Options/grants | Not used for fund directors | Not applicable |
| Performance metrics (TSR, revenue, ESG) tied to pay | Not disclosed/used for directors | Not applicable |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Tenure |
|---|---|---|---|
| Dexter Southfield School | Non-profit | Trustee | Since 2019 |
| Independent Directors Council (ICI) | Association | Governing Council Member | Since 2020 |
| CREF (TIAA) | Registered investment company | Trustee (prior) | 2007–2023 |
| TIAA Separate Account VA-1 | Separate account | Manager (prior) | 2007–2023 |
- Interlocks/affiliations: The Board affirms all nominees are independent and have never been employees or directors of TIAA or Nuveen; prior service at CREF/VA-1 is noted but does not affect independence as defined under the 1940 Act .
Expertise & Qualifications
- Asset management operator: Former CEO/COO and board member at Copper Rock Capital Partners (public equities boutique) .
- Fund governance: IDC Governing Council member; long-standing oversight roles across registered funds; experienced in complex-wide governance structures .
- Education: B.A., Washington & Lee University .
- Not designated an “audit committee financial expert” (board designations are Moschner, Nelson, Starr, Young) .
Equity Ownership
- Ownership guideline: Board expects each Board Member to invest at least one year’s compensation in funds within the Nuveen Fund Complex (direct or deferred) .
- NMCO holdings: Dollar range $0; shares owned 0 as of Dec 31, 2024 .
- Aggregate “Family of Investment Companies” holdings: Over $100,000 (category) for Forrester, reflecting complex-wide exposure (includes CREF/VA-1) .
- Concentration: Each Board Member’s holding in any individual fund (including NMCO) was <1% of that fund’s outstanding shares as of the record date .
| Metric | NMCO | Fund Complex Aggregate |
|---|---|---|
| Dollar range of beneficial ownership | $0 | Over $100,000 |
| Shares beneficially owned | 0 | N/A (aggregate range only) |
| Pledged shares | Not disclosed in proxy | Not disclosed in proxy |
| Ownership guideline | Expect ≥1 year’s comp invested (complex-wide) | Compliance status not disclosed |
Insider Trades and Section 16
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (last fiscal year) | Funds state Board Members, officers, Adviser, and affiliates complied with applicable filing requirements |
| Form 4 transactions disclosed in proxy | Not disclosed in proxy materials reviewed |
Governance Assessment
-
Positives
- Independent status affirmed; no employment ties to adviser/sponsor; active on key governance, compliance, and investment oversight committees, which supports board effectiveness .
- Attendance threshold met; NMCO had robust committee cadence (e.g., 14 Audit meetings) indicating active oversight environment .
- Uses deferred compensation, aligning fee accruals with Nuveen fund performance economics on a notional basis .
-
Potential watch items
- NMCO-specific ownership is $0; while complex-wide holdings exceed $100k, lack of direct NMCO exposure may be viewed as weaker “skin in the game” at the fund level despite complex guideline expectations .
- Board compensation structure increased guaranteed cash retainers significantly in 2024 (from $210k to $350k) and moved away from per-meeting fees; investors may monitor whether higher fixed pay affects accountability and engagement incentives .
- Not an Audit Committee member or designated “financial expert”; reliance on other directors for audit/valuation oversight may shape his influence profile on financial controls .
-
Conflicts/related-party transactions
- No Item 404 related-party transactions involving Forrester were disclosed in the materials reviewed; all nominees are classified as independent under the 1940 Act .