Michael A. Forrester
About Michael A. Forrester
Independent Board Member of Nuveen New York AMT‑Free Quality Municipal Income Fund (NRK). Born 1967; B.A., Washington and Lee University . Joined Nuveen closed‑end funds’ unitary board effective January 1, 2024; length of service within the broader Fund Complex since 2007 . Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners, LLC, bringing public‑markets operating expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led firm as CEO |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Scaled operations |
| Copper Rock Capital Partners, LLC | Board Member | 2007–2021 | Governance oversight |
External Roles
| Organization | Role | Start–End | Notes |
|---|---|---|---|
| Aflac Incorporated | Director | 2025–present | Interlock with NRK director Thomas J. Kenny, who is Aflac Director and Finance & Investment Committee Chair |
| Dexter Southfield School | Trustee | 2019–present | Education governance |
| Independent Directors Council (ICI) | Governing Council Member | 2020–present | Fund governance community leadership |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | TIAA complex governance |
| TIAA Separate Account VA‑1 | Manager | 2007–2023 | TIAA complex governance |
Board Governance
- Independence: The board determined all nominees, including Forrester, are “Independent Board Members” (not “interested persons”) under the Investment Company Act .
- Committee assignments: Member of Compliance, Risk Management & Regulatory Oversight; Nominating & Governance; and Investment Committees . Not on Audit, Executive, Dividend, or Closed‑End Fund Committees .
- Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Board leadership: Independent Chair is Robert L. Young (Chair since 2025) .
- Classification/tenure cycle: Forrester designated Class I/III Board Member nominee with term expiring at the 2028 annual meeting upon election .
| Committee | Member? | Chair? |
|---|---|---|
| Compliance, Risk Management & Regulatory Oversight | Yes | No |
| Nominating & Governance | Yes | No |
| Investment | Yes | No |
| Audit | No | — |
| Executive | No | — |
| Dividend | No | — |
| Closed‑End Fund | No | — |
Fixed Compensation
- Compensation structure (Independent Directors):
- No pension; optional Deferred Compensation Plan linked to Nuveen fund shares; distributions in lump sum or over 2–20 years; no company employees; CCO paid by Adviser and allocated with Board oversight .
- Governance principle: directors expected to invest at least one year of compensation in funds within the Fund Complex .
| Component | 2023 (effective 1/1/2023) | 2024 (prior to 1/1/2025) | 2025 (effective 1/1/2025) |
|---|---|---|---|
| Annual Board Retainer | $210,000 | $350,000 | $350,000 |
| Committee Membership Retainer – Audit | Per‑meeting $2,500 | $30,000 | $35,000 |
| Committee Membership Retainer – Compliance | Per‑meeting $5,000 (in‑person) | $30,000 | $35,000 |
| Committee Membership Retainer – Investment | Per‑meeting $2,500 | $20,000 | $30,000 |
| Committee Membership Retainer – Dividend | Per‑meeting $1,250 | $20,000 | $25,000 |
| Committee Membership Retainer – Nominating & Governance | Per‑meeting $500 | $20,000 | $25,000 |
| Committee Membership Retainer – Closed‑End Funds | Per‑meeting $2,500 | $20,000 | $25,000 |
| Board Chair Additional Retainer | $140,000 | $140,000 | $150,000 |
| Committee Chair Additional Retainers | $20,000 (Audit/Compliance/Nom/Gov/CEFs/Investment) | $20,000–$30,000 depending on committee | $25,000–$35,000 depending on committee |
| Ad hoc meetings | $1,000–$2,500 depending on length/immediacy | $1,000–$2,500 | $1,000–$2,500 |
| Forrester – Aggregate Compensation | Amount |
|---|---|
| Total compensation from Nuveen Funds (latest disclosed year) | $480,750 |
| NRK – Aggregate Compensation FY (ended Feb 29, 2024) | $0 |
| NRK – Aggregate Compensation Stub (Mar 1–Aug 31, 2024) | $2,247 |
Performance Compensation
- None disclosed. Independent director pay is fixed retainers and committee fees without performance metrics, options, PSUs/RSUs, or bonus targets .
Other Directorships & Interlocks
| Company | Role | Committee | Interlock risk |
|---|---|---|---|
| Aflac Incorporated | Director (since 2025) | — | Interlock with Thomas J. Kenny (Aflac Director; Chair, Finance & Investment Committee) |
| Dexter Southfield School | Trustee (since 2019) | — | None |
| Independent Directors Council (ICI) | Governing Council Member (since 2020) | — | None |
| CREF | Trustee (2007–2023) | — | Historic affiliation within TIAA complex |
| TIAA Separate Account VA‑1 | Manager (2007–2023) | — | Historic affiliation within TIAA complex |
Expertise & Qualifications
- Senior leadership in asset management (CEO/COO of Copper Rock) .
- Fund governance and industry stewardship (IDC Governing Council) .
- Broad oversight across 216–217 portfolios within the Fund Complex (oversight count in table) .
- Education: B.A., Washington and Lee University .
Equity Ownership
| Metric | NRK | Fund Complex Aggregate |
|---|---|---|
| Beneficial ownership (shares) | 0 shares | “Over $100,000” dollar range across registered investment companies overseen |
| Ownership as % of shares outstanding | <1% (director holdings individually <1% across funds) | n/a |
| Deferred compensation participation | Available to directors (plan allows deferrals into eligible Nuveen funds) | n/a |
| Shares pledged as collateral | None disclosed for Forrester (Appendix A shows holdings; no pledging noted) |
Governance Assessment
-
Strengths:
- Independent status, robust committee load focused on compliance/risk and governance; board attendance ≥75% supports engagement .
- Transparent, formulaic cash‑retainer compensation; deferred plan aligns interests with fund shareholders; board principle encourages one‑year compensation investment in funds .
- No related‑party transactions disclosed for Forrester; Section 16(a) filings compliant across the fund complex .
-
Watch items / RED FLAGS:
- Board interlock with Aflac via Thomas J. Kenny could create information‑flow or influence vectors outside the fund complex; monitor independence and recusal practices on overlapping matters .
- Low direct NRK share ownership (0 shares as of May 31, 2025); while aggregate fund holdings exceed $100,000, inability to verify compliance with “one year compensation” guideline from disclosed ranges may signal alignment shortfall if not increased over time .
- Not on Audit Committee; governance influence is concentrated in compliance and nom/gov; ensure adequate financial oversight exposure elsewhere .
-
Additional context:
- Unitary board structure and independent Chair (Robert L. Young) enhance governance and standardization across Nuveen closed‑end funds .
- Compensation moved from per‑meeting fees to higher fixed retainers and committee retainers (2024–2025), reducing discretionary variability; monitor for pay inflation over time .
Appendix: Meeting Load Snapshot (Governance Demands)
| Fund (FY last) | Regular Board Mtgs | Special Board Mtgs | Compliance Ctte Mtgs | Audit Ctte Mtgs | Nominating & Governance Mtgs |
|---|---|---|---|---|---|
| NRK – FY ended Feb 29, 2024 | 4 | 7 | 4 | 14 | 6 |
| NRK – Stub Mar–Aug 2024 | 3 | 3 | 2 | 7 | 2 |
Notes on Regulatory Filings
- Board consolidation 8‑K (Item 5.02) appointed Forrester effective January 1, 2024 to the unitary board (size set at 12) .
- Section 16(a) compliance: no delinquent reports for directors/officers in the latest fiscal year and prior year .