Michael A. Forrester
About Michael A. Forrester
Independent Board Member of Nuveen AMT-Free Municipal Credit Income Fund (NVG); year of birth 1967; joined the Nuveen fund complex boards in 2007 and was appointed to the Municipal Income fund’s Board effective January 1, 2024; BA from Washington and Lee University; prior CEO (2014–2021) and COO (2007–2014) at Copper Rock Capital Partners. The Board deems him an Independent Board Member under the Investment Company Act of 1940 and NYSE/NASDAQ standards; he has never been an employee or director of TIAA or Nuveen or affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Executive leadership and operations oversight |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Built operating infrastructure; board member 2007–2021 |
| College Retirement Equities Fund (CREF) | Trustee (Board of Trustees) | 2007–2023 | Governance; fund oversight |
| TIAA Separate Account VA-1 | Management Committee/Manager | 2007–2023 | Product oversight; management committee service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aflac Incorporated | Director | Since 2025 | Public company board service |
| Independent Directors Council (ICI) | Governing Council Member | Since 2020 | Fund governance network leadership |
| Dexter Southfield School | Trustee | Since 2019 | Non-profit board |
Board Governance
- Independence: All current NVG Board Members (including Forrester) are “Independent Board Members” under the 1940 Act and exchange listing standards; none have been employees/directors of TIAA/Nuveen or affiliates .
- Tenure/Classification: Appointed to Municipal Income Board January 1, 2024; designated as Class III Board Member and nominee for term expiring at the 2028 annual meeting .
- Committee memberships:
- Compliance, Risk Management and Regulatory Oversight Committee: Member; Chair is Margaret L. Wolff .
- Nominating and Governance Committee: Member; Chair is Robert L. Young .
- Investment Committee: Member; Co-Chairs are Joseph A. Boateng and Amy B. R. Lancellotta .
- Attendance: Each Board Member attended at least 75% of Board and relevant committee meetings in the last fiscal year; committee meeting counts per fund are disclosed (e.g., NVG held 4 regular board, 8 special board, and 14 audit committee meetings) .
Fixed Compensation
| Component | FY 2023 Structure | Pre-2025 Structure (effective Jan 1, 2024) | Current Structure (effective Jan 1, 2025) |
|---|---|---|---|
| Annual Board Retainer | $210,000 | $350,000 | $350,000 |
| Board Meeting Fees | $7,250/day regular; $4,000 per special meeting | N/A | N/A |
| Committee Membership Retainers | Audit/Compliance $2,500 per meeting; other committees varied per-meeting | Audit & Compliance $30,000; Investment $20,000; Dividend/Nominating/Closed-End $20,000 | Audit & Compliance $35,000; Investment $30,000; Dividend/Nominating/Closed-End $25,000 |
| Committee Chair Retainers | $20,000 per committee chair; Board Chair $140,000 | Audit/Compliance Chair $30,000; Investment Chair $20,000; Dividend/Nominating/Closed-End Chair $20,000; Board Chair $140,000 | Audit/Compliance Chair $35,000; Investment Chair $30,000; Dividend/Nominating/Closed-End Chair $25,000; Board Chair $150,000 |
| Ad hoc/Special assignment | $1,000–$2,500 per ad hoc meeting; special assignment quarterly fees | Same | Same |
| Fund | Period | Aggregate Compensation to Forrester |
|---|---|---|
| Nuveen AMT-Free Municipal Credit Income Fund (NVG) | FY ended Oct 31, 2024 | $9,214 |
| Total from Nuveen Funds (latest disclosed) | Various FYs per fund | $480,750 |
- Deferred compensation: Independent Board Members may elect to defer fees into a notional account tracking eligible Nuveen funds; Forrester has non-zero deferred fee balances across multiple participating funds (e.g., NVG $9,214) .
Performance Compensation
| Metric | Disclosure | Notes |
|---|---|---|
| Cash bonus | Not applicable | Independent fund directors do not receive bonuses |
| Equity awards (RSUs/PSUs) | Not applicable | Funds have no employees; directors are paid retainers/fees; no equity awards disclosed |
| Options | Not applicable | No options disclosed for Board Members |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable | No performance-tied compensation for Independent Board Members |
The Nominating and Governance Committee periodically reviews Board Member compensation and recommends changes; no pay-for-performance constructs are used for independent directors .
Other Directorships & Interlocks
| Person | External Board | Role | Interlock/Note |
|---|---|---|---|
| Michael A. Forrester | Aflac Incorporated | Director | Potential information-network interlock as NVG Board Member also serves at Aflac |
| Thomas J. Kenny (NVG director) | Aflac Incorporated | Director; Chair, Finance & Investment Committee | Shared Aflac board service with Forrester; no fund-adviser conflict indicated |
- No related-party transactions disclosed for Forrester with entities under common control of Nuveen’s adviser; a disclosure table lists holdings for Thomas J. Kenny in certain adviser-affiliated vehicles, but not Forrester .
Expertise & Qualifications
- Asset management operating leadership (CEO/COO at Copper Rock Capital Partners) .
- Fund governance expertise (IDC Governing Council; prior service on CREF and VA-1) .
- Education: BA, Washington and Lee University .
Equity Ownership
| Measure | NVG | Aggregate across Nuveen registered funds |
|---|---|---|
| Dollar range of equity securities beneficially owned | $0 | Over $100,000 |
| Shares owned in NVG | 0 | — |
- Ownership guideline: Board members are expected to invest, either directly or on a deferred basis, at least the equivalent of one year of compensation in funds within the Fund Complex; all Board Members individually held less than 1% of outstanding shares of each fund as of June 20, 2025 .
Governance Assessment
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Independence and oversight: Strong independence under the 1940 Act and exchange rules; Forrester serves on Compliance and Investment oversight committees—key to risk controls and performance oversight—indicating robust governance engagement .
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Attendance and engagement: Meets or exceeds the 75% attendance threshold; NVG and peer funds show frequent committee activity (e.g., 14 audit committee meetings), supporting active oversight cadence .
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Compensation alignment: Cash retainer structure with committee retainers increased in 2025 (Audit/Compliance emphasized); deferred compensation election available and utilized by Forrester (non-zero balances), aligning financial interests with fund performance via fund-tracking accounts .
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Ownership alignment: Direct NVG share ownership is $0, though aggregate Nuveen registered fund exposure is “Over $100,000”; given the Board’s principle to invest at least one year’s compensation in funds overseen (directly or deferred), current aggregate disclosure suggests partial alignment but not determinative of full compliance versus the one-year benchmark—monitor for continued build toward the guideline .
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Conflicts and related-party exposure: No disclosed related-party transactions or adviser-affiliated holdings for Forrester; shared external Aflac directorship with another NVG director (Kenny) presents an interlock but no direct conflict with fund advisory arrangements is indicated in the proxy .
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RED FLAGS:
- Direct NVG ownership is $0; while deferred holdings exist, transparency to guideline compliance is limited from aggregate ranges—watch for future disclosures to assess full alignment with the “one year of compensation” governance principle .
- None noted for attendance, related-party transactions, or option repricing; no hedging/pledging disclosures identified in Appendix A tables .