Michael Forrester
About Michael A. Forrester
Independent Board Member of Nuveen Minnesota Quality Municipal Income Fund (NMS). Born 1967; former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners. Appointed to Nuveen Funds boards (including NMS) effective May 15, 2024; nominee for Class I term expiring at the 2028 annual meeting. Holds a B.A. from Washington & Lee University; independent under the 1940 Act (not an “interested person” and no employment history with TIAA/Nuveen).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led asset manager; Board Member 2007–2021 |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Built operating infrastructure pre-CEO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Directors Council (ICI) | Governing Council Member | Since 2020 | Fund governance community leadership |
| Dexter Southfield School | Trustee | Since 2019 | Independent school board |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | TIAA complex governance (prior) |
| TIAA Separate Account VA‑1 | Manager | 2007–2023 | TIAA complex governance (prior) |
Board Governance
- Independence: Classified as an Independent Board Member; never an employee/director of TIAA or Nuveen (adviser’s parent).
- Committee assignments (NMS):
- Compliance, Risk Management & Regulatory Oversight Committee – Member.
- Nominating & Governance Committee – Member.
- Investment Committee – Member.
- Not on Audit, Dividend, Executive, or Closed‑End Fund Committees.
- Board/committee meeting cadence (NMS last fiscal year) and attendance:
- NMS meetings held: Regular Board 5; Special Board 8; Executive 8; Dividend 10; Compliance 6; Audit 15; Nominating & Governance 5; Investment 4; Closed‑End 4.
- Attendance: Each Board Member attended ≥75% of Board and applicable committee meetings.
- Chair/lead independent: The Nuveen Funds use a unitary independent Board with an independent Chair (Robert L. Young).
- Tenure on this Board: Appointed May 15, 2024; nominee (Class I) for term expiring at the 2028 annual meeting.
Fixed Compensation
- Boardwide fee structure (Independent Board Members):
- 2024: $350,000 annual retainer; committee membership retainers—Audit $30,000; Compliance, Risk Mgmt & Regulatory Oversight $30,000; Investment $20,000; Dividend/Nominating/Closed‑End $20,000; Chair retainers—Board $140,000; Audit/Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed‑End $20,000; ad hoc meetings $1,000–$2,500.
- 2025 increases: Audit/Compliance to $35,000; Investment to $30,000; Dividend/Nominating/Closed‑End to $25,000; Board Chair to $150,000.
- Deferred Compensation Plan available; fees may be deferred into deemed investments in Nuveen funds.
- Actual FY compensation (paid/allocated by fund; last fiscal year):
- NMS (Minnesota Municipal) – Forrester: $78; deferred amount recorded: $78.
- Total from funds in the Fund Complex paid to Forrester: $480,750.
| Item | 2024 Amount/Term | 2025 Amount/Term |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | $350,000 (unchanged) |
| Audit/Compliance committee membership | $30,000 | $35,000 |
| Investment committee membership | $20,000 | $30,000 |
| Dividend/Nominating/Closed‑End membership | $20,000 | $25,000 |
| Board Chair retainer | $140,000 | $150,000 |
| NMS aggregate paid to Forrester (last FY) | $78 | — |
| NMS deferred (last FY) | $78 | — |
| Total Fund Complex compensation to Forrester (last FY) | $480,750 | — |
Notes: Funds have no retirement/pension plans; officers not paid by funds; CCO compensation paid by Adviser.
Performance Compensation
| Performance Element | Metric(s) | Target | Payout/Mechanics |
|---|---|---|---|
| None disclosed for Independent Board Members | — | — | Independent directors are compensated via retainers/fees; no performance‑based or equity awards disclosed. |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Dexter Southfield School | Non‑profit | Trustee (since 2019) | None with NMS disclosed. |
| Independent Directors Council (ICI) | Industry body | Governing Council Member (since 2020) | Governance community role; not a corporate issuer. |
| CREF / TIAA Separate Account VA‑1 | Investment companies | Trustee / Manager (2007–2023) | Prior roles within TIAA/CREF family; not current; all Nuveen Fund trustees deemed independent of TIAA/Nuveen. |
- Related‑party transactions/holdings: The proxy lists Board Members who own securities in companies advised by affiliates; Forrester is not listed in that related‑holding table (examples shown pertain to another trustee).
Expertise & Qualifications
- Senior asset‑management operator: CEO/COO experience at Copper Rock (2007–2021).
- Broad fund oversight: Oversees 213 portfolios in the Fund Complex.
- Industry governance leadership: IDC Governing Council member.
- Education: B.A., Washington & Lee University.
- Regulatory independence: Not an “interested person”; no TIAA/Nuveen employment history.
Equity Ownership
- Ownership guideline: Board Members are expected to invest at least one year of compensation in Nuveen funds (direct or deferred).
- NMS holdings: Dollar range $0; shares owned 0; <1% of outstanding.
- Aggregate across family of registered investment companies overseen: “Over $100,000.”
| Fund/Scope | Dollar Range | Shares Owned | % Outstanding |
|---|---|---|---|
| NMS (Minnesota Municipal) | $0 | 0 | <1% |
| All Registered Investment Companies Overseen (aggregate) | Over $100,000 | — | — |
Governance Assessment
-
Strengths
- Independent status with no TIAA/Nuveen employment history; active service on Compliance, Nominating & Governance, and Investment Committees supports board effectiveness.
- Attendance at or above the 75% threshold; broad portfolio oversight experience enhances cross‑fund governance consistency.
- Section 16(a) compliance: the Fund believes all applicable filings were made in the last fiscal year.
-
Watch items / potential alignment considerations
- NMS‑specific ownership is $0 and 0 shares; while aggregate fund‑family holdings exceed $100,000, lack of NMS ownership may be viewed as weaker direct alignment with NMS shareholders. The board’s guideline expects at least one year’s compensation invested across Nuveen funds; the proxy does not disclose compliance status by individual.
- Compensation structure shifted meaningfully higher in 2024 (annual retainer increased to $350,000; committee retainers added/raised again in 2025), increasing guaranteed pay; investors may monitor for any perceived misalignment if fund performance or discount control measures lag.
- Forrester serves as a paid consultant to several other Nuveen funds (not NMS) under consulting agreements; while not a conflict at NMS, it is an additional complex‑level economic tie to consider contextually.
-
Bottom line: Forrester brings deep operating and governance expertise and serves on key oversight committees. Alignment at the NMS fund level is limited by zero share ownership, though aggregate family holdings meet a higher threshold and he participates in the deferred compensation program; no related‑party red flags are disclosed for him, and attendance and independence are solid.