Michael A. Forrester
About Michael A. Forrester
Independent director of Nuveen Municipal Credit Income Fund (NZF) and other Nuveen closed‑end funds; appointed to the NZF board effective January 1, 2024, with prior service in the broader fund complex since 2007 . Born 1967; B.A., Washington and Lee University . Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners, LLC, bringing investment management and operating expertise; currently serves on the Independent Directors Council (IDC) Governing Council . Classified as an independent board member (not an “interested person”) under the funds’ governance framework, with committees composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led investment management firm; board member 2007–2021 |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Built operating infrastructure during growth phase |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Oversight of retirement investment products |
| TIAA Separate Account VA‑1 | Manager/Management Committee | 2007–2023 | Oversight of variable annuity separate account |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Aflac Incorporated | Director | Since 2025 | Board service; another NZF director (Thomas J. Kenny) also serves on Aflac, creating an interlock |
| Independent Directors Council (ICI) | Governing Council Member | Since 2020 | Fund governance leadership and policy engagement |
| Dexter Southfield School | Trustee | Since 2019 | Non‑profit board experience |
Board Governance
- Independence: Serves as an independent board member; key committees comprised solely of independent directors under NYSE/Nasdaq standards .
- Committee memberships (NZF and sister funds): Compliance, Risk Management & Regulatory Oversight Committee (member); Investment Committee (member); Nominating & Governance Committee (member) .
- Not on: Audit Committee; Dividend Committee; Executive Committee; Closed‑End Fund Committee .
- Attendance: Each board member attended at least 75% of board and applicable committee meetings in the last fiscal year .
- Board leadership: Board chaired by Robert L. Young (Chair since 2025) .
| Committee | Role | Chair | Independence |
|---|---|---|---|
| Compliance, Risk Management & Regulatory Oversight | Member | Margaret L. Wolff (Chair) | All independent |
| Investment | Member | Joseph A. Boateng & Amy B. R. Lancellotta (Co‑Chairs) | All independent |
| Nominating & Governance | Member | Robert L. Young (Chair) | All independent |
| Audit | Not a member | John K. Nelson (Chair) | All independent; several “financial experts” designated |
| Dividend | Not a member | Matthew Thornton III (Chair) | Independent composition implied by board structure |
| Executive | Not a member | Robert L. Young (Chair) | Independent composition implied by board structure |
| Closed‑End Fund | Not a member | Albin F. Moschner (Chair) | Independent composition implied by board structure |
| NZF Meeting Activity (last fiscal year) | Count |
|---|---|
| Regular Board Meetings | 4 |
| Special Board Meetings | 8 |
| Executive Committee | 4 |
| Dividend Committee | 10 |
| Compliance Committee | 6 |
| Audit Committee | 14 |
| Nominating & Governance Committee | 5 |
| Investment Committee | 4 |
| Closed‑End Fund Committee | 4 |
Fixed Compensation
- Structure (effective Jan 1, 2025): Annual board retainer $350,000; committee retainers—Audit and Compliance $35,000 each; Investment $30,000; Dividend, Nominating & Governance, Closed‑End Funds $25,000 each; additional chair retainers—Board Chair $150,000; Audit/Compliance Chair $35,000; Investment Chair/Co‑Chair $30,000; Dividend/Nom‑Gov/Closed‑End Chair $25,000; ad hoc meeting fees $1,000–$2,500 .
- Prior structure (2024): Annual board retainer $350,000; committee retainers—Audit & Compliance $30,000; Investment $20,000; Dividend/Nom‑Gov/Closed‑End $20,000; Board Chair $140,000; chair retainers consistent with those committees .
| Component | Amount | Effective Date |
|---|---|---|
| Annual Board Retainer | $350,000 | Jan 1, 2025 |
| Audit Committee Member Retainer | $35,000 | Jan 1, 2025 |
| Compliance Committee Member Retainer | $35,000 | Jan 1, 2025 |
| Investment Committee Member Retainer | $30,000 | Jan 1, 2025 |
| Dividend/Nom‑Gov/Closed‑End Member Retainer | $25,000 (each) | Jan 1, 2025 |
| Board Chair Retainer | $150,000 | Jan 1, 2025 |
| Audit/Compliance Chair Retainer | $35,000 | Jan 1, 2025 |
| Investment Chair/Co‑Chair Retainer | $30,000 | Jan 1, 2025 |
| Dividend/Nom‑Gov/Closed‑End Chair Retainer | $25,000 | Jan 1, 2025 |
| Ad hoc meeting fees | $1,000–$2,500 | Jan 1, 2025 |
| Actual Compensation Received | Period | Amount |
|---|---|---|
| From NZF (Nuveen Municipal Credit Income Fund; “Credit Income”) | FY ended Oct 31, 2024 | $7,801 |
| Total from Nuveen fund complex (all funds overseen) | Latest disclosed totals | $480,750 |
- Deferred Compensation Plan: Independent directors may elect to defer board fees into notional accounts tracking eligible Nuveen funds; distributions can be lump sum or over 2–20 years . Forrester’s deferred fees ledger shows amounts for multiple funds; for NZF (“Credit Income”) the deferred total matches $7,801 for the FY shown .
Performance Compensation
- No performance‑based cash bonuses, stock awards, or options for independent directors; compensation is cash retainers/fees only (with optional fee deferral), and the funds have no retirement or pension plans for directors .
- No disclosed performance metrics (e.g., TSR, EPS, ESG) govern director pay .
| Performance‑linked Elements | Status |
|---|---|
| Cash bonus tied to metrics | None disclosed |
| Equity awards (RSUs/PSUs) | None; not applicable to fund directors |
| Options | None |
| Clawback/COC provisions | Not applicable to directors |
Other Directorships & Interlocks
| Company | Role | Since | Interlock Detail |
|---|---|---|---|
| Aflac Incorporated | Director | 2025 | Thomas J. Kenny (NZF director) is also an Aflac director—board interlock across external issuer |
| CREF; TIAA Separate Account VA‑1 | Trustee/Manager | 2007–2023 | Prior oversight roles within TIAA ecosystem |
| Dexter Southfield School | Trustee | 2019–present | Non‑profit governance |
| IDC (ICI) Governing Council | Member | 2020–present | Governance policy forum |
Interlock note: Two NZF independent directors (Forrester and Kenny) sit concurrently on Aflac’s board; while not a transactional conflict, it is a network linkage that can concentrate information flows and time commitments .
Expertise & Qualifications
- Investment management operator: CEO/COO tenure at Copper Rock (2007–2021), board member there (2007–2021) .
- Governance leadership: IDC Governing Council member (since 2020) .
- Education: B.A., Washington and Lee University .
- Oversees 216 portfolios in the Nuveen fund complex, indicating breadth of fund oversight experience .
Equity Ownership
| Filing | Event Date | Filed | Reported Beneficial Ownership |
|---|---|---|---|
| Form 3 (Initial Statement) | 01/01/2024 | 01/11/2024 | No securities beneficially owned |
- As of his Form 3, Forrester reported zero beneficial ownership in NZF; no subsequent insider filings for him were identified in the NZF docket provided here .
- Deferred fees accrue in notional accounts tied to eligible Nuveen funds (not equity grants), aligning economic exposure to fund performance but without voting rights or true share ownership .
Governance Assessment
- Strengths: Independent status; multi‑committee engagement (Compliance; Nominating & Governance; Investment) indicates substantive involvement in risk, oversight, and director nominations; board committees are fully independent; attendance threshold met (≥75%); board chaired by an independent director (Young) .
- Alignment: No direct NZF share ownership reported; however, meaningful compensation is earned across the fund complex and fees may be deferred into fund‑tracking accounts, providing some economic alignment but weaker than direct ownership .
- Potential flags to monitor: Cross‑board interlock at Aflac with fellow NZF director Thomas J. Kenny (network concentration); absence of fund share ownership could be viewed as a modest alignment gap for some investors; no evidence of related‑party transactions or pledging found in the disclosed materials .
- Workload/engagement signal: NZF’s board and committees were active (e.g., 14 Audit and 10 Dividend meetings in the last fiscal year), and Forrester serves on oversight‑heavy committees, supporting board effectiveness .