Michael Forrester
About Michael Forrester
Independent director in the Nuveen funds “unitary board” structure; born 1967; B.A. from Washington & Lee University. Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners. Joined the Nuveen/TIAA fund-complex board in 2007; in 2024 he became a Board Member for all Funds except several specified funds (where he serves as a consultant). For QQQX, he is a Class I nominee/Board Member with a term expiring at the 2028 annual meeting. He serves on multiple board committees and is considered not an “interested person” (independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Senior leadership overseeing asset manager operations and strategy |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Led operations, risk, and infrastructure build-out |
| Copper Rock Capital Partners, LLC | Board Member | 2007–2021 | Board governance of boutique asset manager |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Directors Council (Investment Company Institute) | Governing Council Member | Since 2020 | Industry governance forum for fund independent directors |
| Dexter Southfield School | Trustee | Since 2019 | Non-profit/education board service |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Part of TIAA complex; prior service noted in fund-complex biography |
| TIAA Separate Account VA-1 | Management Committee Member | 2007–2023 | Prior service in TIAA insurance separate account governance |
Board Governance
- Independence: Listed among “Board Members/Nominees who are not ‘interested persons’” (independent) .
- Committee assignments (2025 proxy):
- Compliance, Risk Management & Regulatory Oversight Committee (member; Chair: Wolff)
- Nominating & Governance Committee (member; Chair: Young)
- Investment Committee (member; Co-Chairs: Boateng and Lancellotta)
- Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year .
- Unitary board and independent Chair: Nuveen funds use a unitary board; Robert L. Young is independent Chair (responsibilities defined) .
- QQQX status/term: Class I Board Member nominee for QQQX with term to 2028 annual meeting .
Fixed Compensation
| Component | Amount | Effective Date/Notes |
|---|---|---|
| Annual retainer (Independent Board Members) | $350,000 | Effective Jan 1, 2024 |
| Committee retainers (member): Audit; Compliance | $30,000 each in 2024; $35,000 each in 2025 | Per-committee membership fees |
| Committee retainer (member): Investment | $20,000 in 2024; $30,000 in 2025 | Membership fee |
| Committee retainers (member): Dividend; Nominating & Governance; Closed-End Fund | $20,000 in 2024; $25,000 in 2025 | Membership fee |
| Board Chair retainer | $140,000 in 2024; $150,000 in 2025 | Paid to Chair/Co-Chair (not applicable to Forrester currently) |
| Committee Chair retainers: Audit; Compliance | $30,000 in 2024; $35,000 in 2025 | Chair premium |
| Committee Chair retainer: Investment | $20,000 in 2024; $30,000 in 2025 | Chair premium |
| Committee Chair retainers: Dividend; Nominating & Governance; Closed-End | $20,000 in 2024; $25,000 in 2025 | Chair premium |
| Ad hoc meetings | $1,000 or $2,500 per meeting (length/immediacy) | As incurred |
| Deferred compensation plan | Optional; amounts notionally invested in eligible Nuveen funds; distributions lump sum or 2–20 years | No pensions/retirement plans; deferred plan available |
| Forrester – Compensation Received | 2023 (from 2024 proxy) | 2024 (from 2025 proxy) |
|---|---|---|
| Aggregate from QQQX (NASDAQ Dynamic Overwrite) | — | $2,594 |
| Total from Fund Complex | $465,000 | $480,750 |
Performance Compensation
- No performance-based or equity/option awards are disclosed for independent directors; compensation is cash retainers and fees (with optional deferred compensation mirroring fund returns). No director performance metrics (e.g., TSR, EBITDA) are tied to board pay in the proxies reviewed.
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| IDC (Investment Company Institute) | Governing Council Member | Industry body; not a commercial counterparty to QQQX |
| Dexter Southfield School | Trustee | Non-profit board; no disclosed transactions with QQQX |
| CREF; TIAA Separate Account VA-1 (prior) | Trustee/Manager (2007–2023) | Within TIAA/Nuveen complex; prior service only; no related-party transactions disclosed for Forrester |
Expertise & Qualifications
- Asset management leadership (CEO/COO at Copper Rock), fund governance experience since 2007, and service on multiple fund committees (compliance, nominating, investment) .
- Education: B.A., Washington & Lee University .
- Oversees 213 portfolios in the fund complex (breadth of oversight) .
Equity Ownership
| Holder | QQQX (Dollar Range) | Aggregate Range Across Family of Investment Companies | Notes |
|---|---|---|---|
| Michael A. Forrester | $0 | Over $100,000 | QQQX-specific holdings $0 as of Dec 31, 2024; aggregate includes CREF/VA-1 for those with prior membership |
| Board policy (guideline) | — | — | Each Board Member is expected to invest at least one year of compensation in funds in the Fund Complex (directly or deferred) |
| Concentration | <1% | <1% | As of Feb 18, 2025, each Board Member’s beneficial holdings are <1% of each fund’s outstanding shares |
Insider Trades
| Form | Filing Date | Ticker | Summary |
|---|---|---|---|
| Form 3 | Jan 11, 2024 | QQQX | Initial statement of beneficial ownership; no Form 4 transactions found for QQQX on review |
CIK reference: 0002007810. No additional Form 4 transactions for QQQX were located in public aggregator searches cited above.
Governance Assessment
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Strengths
- Independent director with long-standing fund governance experience; active on Compliance, Nominating & Governance, and Investment Committees, which are composed entirely of independent members .
- Attendance: Met the Board’s 75%+ attendance threshold across meetings in the last fiscal year .
- Compensation structure is transparent, standardized, and moved to a primarily retainer-based model (less meeting-fee variability), with clear committee chair/member differentials and disclosed deferred-compensation mechanics .
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Potential red flags/considerations
- Direct holding in QQQX reported as $0 as of Dec 31, 2024, while the board’s governance principle expects at least one year’s compensation invested in funds in the complex; Forrester’s aggregate range is “Over $100,000” across the family (which may be satisfied via other funds or deferred balances), but zero direct QQQX ownership can be perceived as weaker fund-specific alignment .
- Serves as a consultant (rather than trustee) for certain Nuveen/TIAA funds (Core Plus Impact, Multi-Asset Income, Multi-Market Income, Real Asset, Variable Rate Preferred & Income), which is disclosed and compensated under consulting agreements; no conflicts disclosed, but role differentiation is notable for coverage and time allocation across the complex .
- No related-party transactions are disclosed for Forrester; the related holdings table shows another director (Kenny) but not Forrester, reducing immediate conflict concerns .
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Overall implication: Forrester brings seasoned asset management and fund-governance expertise with solid committee engagement and attendance. Alignment is achieved at the complex level (aggregate >$100k), though absence of QQQX-specific ownership could be a marginal governance optics issue for fund-focused investors.