Michael Forrester
About Michael A. Forrester
Independent director of Nuveen New York Municipal Value Fund (NNY); born 1967; former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners; member of the Independent Directors Council Governing Council; director at Aflac Incorporated; trustee of Dexter Southfield School; BA, Washington & Lee University. Joined the Nuveen fund boards effective January 1, 2024; listed among Board Members/Nominees who are not “interested persons.” Class I nominee to serve through the 2028 annual meeting for NNY and other specified Nuveen funds.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led investment firm operations and strategy as CEO |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Operational leadership during firm growth |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Oversight of TIAA-affiliated funds |
| TIAA Separate Account VA-1 | Management Committee Member | 2007–2023 | Governance of variable annuity account |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Aflac Incorporated | Director | Since 2025 | Board interlock: Thomas J. Kenny also Aflac director and chair of its Finance & Investment Committee |
| Independent Directors Council (ICI) | Governing Council Member | Since 2020 | Industry governance standard-setter |
| Dexter Southfield School | Trustee | Since 2019 | Non-profit board service |
Board Governance
- Independence: Listed among Board Members/Nominees who are not “interested persons” (independent).
- Committees (membership): Nominating & Governance Committee member; Investment Committee member. Not listed on Audit, Executive, or Dividend Committees.
- Committee leadership: No chair roles disclosed for Forrester. Chairs are Young (Nominating & Governance), Boateng/Lancellotta (Investment), Nelson (Audit), Thornton (Dividend), Young (Executive).
- Term and class: For NNY and other specified Nuveen funds, designated Class I nominee with term expiring at the 2028 annual meeting; appointment effective January 1, 2024 in the consolidated Fund Complex.
- Board effectiveness processes: Nominating & Governance oversees board performance, committee rotations, continuing education, and director compensation framework.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Independent Board Member retainer | $350,000 | Effective January 1, 2025 |
| Audit Committee membership retainer | $35,000 | Per year, if member |
| Compliance, Risk Mgmt & Regulatory Oversight membership retainer | $35,000 | Per year, if member |
| Investment Committee membership retainer | $30,000 | Per year, if member |
| Dividend, Nominating & Governance, Closed-End Fund Committee membership retainer | $25,000 | Per committee, per year, if member |
| Ad hoc meeting fees | $1,000–$2,500 | Based on length/immediacy |
| Special assignment committees | Chair: ≥$1,250/qtr; Members: ≥$5,000/qtr | If applicable |
| Total compensation from Nuveen Funds (Forrester) | $480,750 | Aggregate across Fund Complex |
| NNY-specific compensation (New York Value – NNY) FY 2024 | $0 | Fiscal year amount before FY change |
| NNY-specific compensation (New York Value – NNY) Stub Period (Mar 1–Aug 31, 2024) | $223 | After FY-end change |
| Deferred compensation plan availability | Yes | Elect to defer board fees; credited to fund-designated accounts |
Prior structures: 2023 paid largely per-meeting fees (e.g., $7,250/day for regular meetings) plus lower retainers; transitioned to higher guaranteed retainers in 2024–2025, reducing variable meeting-based pay.
Performance Compensation
| Metric Type | Disclosure | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | Nuveen funds state no retirement/pension for directors; compensation structured as cash retainers and optional deferral; no equity grant program disclosed for directors |
| Option awards | None disclosed | No options program disclosed for directors |
| Performance-based bonus tied to Fund KPIs | None disclosed | No revenue/EBITDA/TSR-linked director pay disclosed |
| Clawbacks / COI-linked adjustments | Not disclosed | — |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Aflac Incorporated | Director | Interlock: Thomas J. Kenny also Aflac director; no NNY-related transaction conflicts disclosed |
| ICI – Independent Directors Council | Governing Council Member | Industry governance body; no conflict disclosed |
| Dexter Southfield School | Trustee | Non-profit; no conflict disclosed |
Expertise & Qualifications
- Asset management leadership (CEO/COO at Copper Rock), governance experience across large fund complexes; IDC governance body membership.
- Board complex oversight: service across 216 portfolios in Fund Complex; cross-fund governance experience.
- Education: BA, Washington & Lee University.
Equity Ownership
| Measure | NNY (New York Value) | Other Nuveen Funds | Interpretation |
|---|---|---|---|
| Shares owned | 0 | Fund family ranges disclosed; specific funds show $0 for Forrester | Alignment with NNY is limited via direct holdings |
| Dollar range in NNY | $0 | Aggregate range across registered funds overseen: “Over $100,000” | Aggregate may reflect Deferred Compensation Plan and multi-fund exposure |
| Ownership % of NNY | <1% | <1% for all Board Members and officers group across each fund | Typical for diversified board holdings; not a control position |
- Ownership guidelines: Board principle expects each Board Member to invest at least the equivalent of one year of compensation in funds in the Fund Complex (direct or deferred). As of May 31, 2025, Forrester’s aggregate family-of-funds dollar range is “Over $100,000”; exact compliance vs $350,000+ annual retainer is indeterminable from disclosed ranges. Monitoring point.
Governance Assessment
- Independence and committee engagement: Independent director, active on Nominating & Governance and Investment Committees; not on Audit or Dividend. This supports oversight of governance processes and portfolio performance/risk but limits direct financial reporting oversight.
- Compensation structure shift: Move from per-meeting fees (2023) to higher fixed retainers (2024–2025) increases guaranteed cash and reduces variable pay tied to workload—neutral to negative for pay-for-effort signaling; requires committee workload transparency to assess alignment.
- Ownership alignment: Zero direct NNY holdings and only “Over $100,000” aggregate across Nuveen funds vs guideline to invest one year of compensation may indicate potential shortfall, though ranges prevent precise determination. Recommend engaging on progress toward guideline compliance and fund-specific exposure.
- Interlocks: Aflac directorship alongside fellow NNY board member Thomas J. Kenny suggests external network ties; no related-party transactions disclosed; time commitment and potential information flow benefits should be balanced against overboarding risk.
- Compliance and risk signals: Audit Committee independence and pre-approval processes are robust; Section 16(a) filing compliance reported; no related-party transactions or pledging/hedging disclosures for Forrester noted.
RED FLAGS to monitor: low direct NNY ownership; inability to confirm one-year compensation investment level from disclosed ranges; increased guaranteed cash retainer without explicit performance linkage; ensure no overboarding/time-commitment issues given external roles.