Michael A. Forrester
About Michael A. Forrester
Independent Board Member of Nuveen Municipal Income Fund, Inc. (NMI) and the Nuveen Funds complex; born 1967; service on the Nuveen Funds Board since 2007. Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners, LLC, with deep investment management oversight experience across 216 portfolios in the fund complex. Listed among “Board Members/Nominees who are not interested persons,” indicating independence under the Investment Company Act and exchange standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led institutional investment management; governance and operating oversight |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Built operational controls and investment processes |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Aflac Incorporated (AFL) | Director (Independent) | 2025–present | Nominated to serve on Finance & Investment Committee effective May 5, 2025; independent under NYSE standards |
| Dexter Southfield School | Trustee | 2019–present | Education governance |
| Independent Directors Council (IDC) | Governing Council Member | 2020–present | Governance thought leadership for fund directors |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Pension/savings fund oversight |
| TIAA Separate Account VA-1 | Manager | 2007–2023 | Insurance separate account governance |
Board Governance
- Unitary Board structure across Nuveen Funds; Forrester is independent and part of the “not interested persons” slate .
- Committees:
- Nominating & Governance Committee: Member; committee composed entirely of Independent Board Members; Chair: Robert L. Young .
- Investment Committee: Member; committee composed of Independent Board Members; Co-Chairs: Joseph A. Boateng and Amy B. R. Lancellotta .
- Not listed on Audit, Executive, Dividend, Closed-End Fund Committees (membership rosters exclude Forrester) .
- Attendance: Each Board Member (including Forrester) attended ≥75% of Board and committee meetings in the last fiscal year .
- Election cadence: Designated Class I Board Member nominee with term expiring at the 2028 annual meeting for relevant funds .
| Municipal Income Fund Meeting Activity (FY last year) | Regular Board | Special Board | Executive | Dividend | Compliance/Risk/Regulatory | Audit | Nominating & Governance | Investment | Closed-End |
|---|---|---|---|---|---|---|---|---|---|
| Sessions held | 4 | 8 | 4 | 10 | 6 | 14 | 5 | 4 | 4 |
Fixed Compensation
Effective January 1, 2025, Independent Board Members compensation framework:
- Annual retainer: $350,000 .
- Committee retainers:
- Audit; Compliance/Risk/Regulatory: $35,000 each .
- Investment: $30,000 .
- Dividend; Nominating & Governance; Closed-End: $25,000 each .
- Additional chair retainers: Board Chair $150,000; Audit/Compliance $35,000; Investment $30,000; Dividend/Nominating/Closed-End $25,000 .
- Ad hoc meeting fees: $1,000 or $2,500 depending on meeting length/immediacy; special assignment committees paid quarterly (Chair from $1,250; members from $5,000) .
- No retirement/pension plans; a Deferred Compensation Plan is available to Independent Board Members to defer fees into fund-share equivalents and receive distributions in lump sum or over 2–20 years .
| Compensation Item (2025 Schedule) | Amount (USD) |
|---|---|
| Annual Retainer | $350,000 |
| Investment Committee Membership | $30,000 |
| Nominating & Governance Committee Membership | $25,000 |
| Ad hoc Meeting Fees (range) | $1,000–$2,500 per meeting |
| Aggregate Compensation Paid from Nuveen Funds (latest disclosed) | Amount (USD) |
|---|---|
| Total Compensation from Nuveen Funds Paid to Forrester | $480,750 |
Performance Compensation
| Component | Details |
|---|---|
| Performance-based pay | None disclosed for Independent Board Members; compensation consists of fixed retainers, committee retainers, and ad hoc fees; no equity/option awards from the funds |
| Performance metrics tied to pay | Not applicable; the Deferred Compensation Plan is elective deferral of fees into fund-share equivalents, not contingent on individual performance metrics |
Other Directorships & Interlocks
| Company | Role | Committee Assignments | Interlock/Notes |
|---|---|---|---|
| Aflac Incorporated | Director (Independent) | Nominated to Finance & Investment Committee (beginning May 5, 2025) | Shared Aflac board presence with Thomas J. Kenny (also NMI Board Member), suggesting network ties outside NMI |
| IDC | Governing Council Member | Governance | Industry governance linkage |
| Dexter Southfield School | Trustee | — | Non-profit oversight |
| CREF; VA-1 | Trustee; Manager | — | Prior tenure (2007–2023) |
Expertise & Qualifications
- Investment management leadership: former CEO/COO of Copper Rock Capital Partners .
- Oversees 216–217 portfolios across the Nuveen complex, indicating breadth in fund governance and performance oversight .
- Committee experience in Nominating & Governance and Investment oversight; broader governance context under a unitary Board structure .
Equity Ownership
| Fund | Shares Beneficially Owned (as of May 31, 2025) |
|---|---|
| Nuveen Municipal Income Fund, Inc. (NMI) | 0 |
| Aggregate Dollar Range of Equity Securities in all Nuveen registered investment companies overseen | Over $100,000 |
- Note: The beneficial ownership tables include share equivalents from the Deferred Compensation Plan where applicable; Forrester’s fund-specific holdings shown as zero for listed funds; aggregate range indicates broader Nuveen complex exposure .
Insider Trades
| Issuer | Date | Form | Transaction Summary |
|---|---|---|---|
| NMI (fund-level) | — | — | Section 16(a) compliance reported; no delinquent reporting noted in last fiscal year |
| Aflac Incorporated | May 5, 2025 | Form 4 | Grant under Aflac Long-Term Incentive Plan upon board service; reported May 7, 2025 |
Governance Assessment
- Independence and committee work: Forrester is an independent director with active roles on Nominating & Governance and Investment Committees, both fully independent; strong alignment with governance best practices .
- Engagement: Attendance at or above the 75% threshold for Board and committee meetings; Board and committees met frequently, including 14 Audit Committee meetings, indicating robust oversight cadence .
- Compensation structure: Fixed retainer and committee fees with elective deferral into fund-share equivalents; absence of performance-linked awards reduces pay-for-performance concerns but may limit explicit incentive alignment with fund outcomes .
- Ownership alignment: Zero shares in NMI specifically, while holding an aggregate “Over $100,000” across Nuveen funds; the lack of NMI-specific ownership may be seen as a mild alignment gap for this fund despite broader complex exposure .
- Interlocks: External directorship at Aflac alongside fellow NMI board member Thomas J. Kenny could enhance information flow and governance network benefits; no related-party transactions disclosed at NMI from available materials .
RED FLAGS
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No NMI-specific share ownership (0) may be viewed as weaker direct alignment with NMI shareholders .
-
Ensure continued monitoring for any related-party transactions or committee reassignment; none disclosed in current proxy .
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Overall signal: Independent, long-tenured, investment-savvy director with active committee participation and satisfactory attendance, operating within a high-frequency oversight framework.