Michael A. Forrester
About Michael A. Forrester
Independent trustee of Nuveen S&P 500 Dynamic Overwrite Fund (SPXX). Appointed to Nuveen Funds boards effective May 15, 2024; currently a Class I nominee with a term running to the 2028 annual meeting for SPXX; deemed an “Independent Board Member” under the 1940 Act and has never been an employee or director of TIAA/Nuveen or affiliates . Former CEO (2014–2021) and COO (2007–2014) of Copper Rock Capital Partners; previously trustee of the College Retirement Equities Fund (CREF) and manager of TIAA Separate Account VA‑1 (2007–2023); BA, Washington & Lee University; born 1967 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copper Rock Capital Partners, LLC | Chief Executive Officer | 2014–2021 | Led investment firm operations and strategy |
| Copper Rock Capital Partners, LLC | Chief Operating Officer | 2007–2014 | Built operating platform during growth phase |
| Copper Rock Capital Partners, LLC | Board Member | 2007–2021 | Governance oversight |
| College Retirement Equities Fund (CREF) | Trustee | 2007–2023 | Oversight of multi-portfolio registered investment company |
| TIAA Separate Account VA‑1 | Manager | 2007–2023 | Oversight of annuity separate account |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC), ICI | Governing Council Member | Since 2020 | Industry governance leadership |
| Dexter Southfield School | Trustee | Since 2019 | Education non‑profit oversight |
Board Governance
- Independence: All nominees/current trustees (including Forrester) are “Independent Board Members” (not “interested persons”) under the 1940 Act .
- Tenure on this board: Appointed May 15, 2024; Class I nominee for term expiring at 2028 annual meeting (SPXX) .
- Board leadership: Independent Chair is Robert L. Young .
- Committee memberships (SPXX):
- Compliance, Risk Management & Regulatory Oversight Committee: Member .
- Nominating & Governance Committee: Member .
- Investment Committee: Member .
- Not listed on the Audit Committee .
- Attendance: Each Board Member attended at least 75% of Board and committee meetings in the last fiscal year .
Board and committee meetings held last fiscal year (SPXX)
| Meeting Type | Count |
|---|---|
| Regular Board Meeting | 5 |
| Special Board Meeting | 9 |
| Executive Committee Meeting | 5 |
| Dividend Committee Meeting | 10 |
| Compliance, Risk Management & Regulatory Oversight Committee Meeting | 5 |
| Audit Committee Meeting | 14 |
| Nominating & Governance Committee Meeting | 5 |
| Investment Committee Meeting | 4 |
| Closed-End Fund Committee | 4 |
Note: The Nuveen funds employ a unitary board structure across the complex, enhancing oversight consistency and efficiency .
Fixed Compensation
Board compensation structure (Independent trustees)
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual retainer (trustee) | $350,000 | $350,000 | Effective Jan 1, 2024 |
| Audit Committee membership (per trustee) | $30,000 | $35,000 | Annual retainer |
| Compliance, Risk Mgmt & Regulatory Oversight membership | $30,000 | $35,000 | Annual retainer |
| Investment Committee membership | $20,000 | $30,000 | Annual retainer |
| Dividend, Nominating & Governance, Closed-End Funds membership (each) | $20,000 | $25,000 | Annual retainer per committee |
| Board Chair additional retainer | $140,000 | $150,000 | Annual |
| Audit/Compliance Committee chair | $30,000 | $35,000 | Annual |
| Investment Committee chair | $20,000 | $30,000 | Annual |
| Dividend/Nominating/Closed-End chairs | $20,000 | $25,000 | Annual |
| Ad hoc meeting fees | $1,000–$2,500 | $1,000–$2,500 | Depending on length/immediacy |
| Special assignment committee fees | Chair: quarterly from $1,250; Members: quarterly from $5,000 | — |
Trustee compensation received (last fiscal year)
| Fund | Forrester Compensation ($) |
|---|---|
| SPXX (S&P 500 Dynamic Overwrite) | 617 |
| Total from funds in Fund Complex | 480,750 |
Deferred compensation elections (SPXX only)
| Fund | Deferred Amount Recorded ($) |
|---|---|
| SPXX (S&P 500 Dynamic Overwrite) | 617 |
- Plan features: Certain funds offer a Deferred Compensation Plan; deferrals are notionally invested in eligible Nuveen funds; distributions can be lump sum or over 2–20 years; no retirement/pension plan for trustees .
Performance Compensation
| Component | Disclosure |
|---|---|
| Annual/Discretionary Bonus | Not disclosed for independent trustees; compensation structured as retainers/fees |
| Equity awards (RSUs/PSUs) | Not disclosed for independent trustees |
| Option awards | Not disclosed for independent trustees |
| Performance metrics (EBITDA/TSR/ESG) | Not applicable for independent trustee compensation in the proxy |
| Clawbacks/COC/severance | Not applicable to independent trustees in the proxy |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Dates | Notes |
|---|---|---|---|---|
| College Retirement Equities Fund (CREF) | Registered investment company | Trustee (prior) | 2007–2023 | Within TIAA complex |
| TIAA Separate Account VA‑1 | Annuity separate account | Manager (prior) | 2007–2023 | Within TIAA complex |
| Dexter Southfield School | Non‑profit | Trustee | Since 2019 | Education |
| IDC (ICI) | Industry association | Governing Council Member | Since 2020 | Fund governance community |
Forrester is also a consultant (with compensation via consulting agreements) to the boards of certain other Nuveen funds (Core Plus Impact, Multi-Asset Income, Multi‑Market Income, Real Asset, Variable Rate Preferred & Income), not affecting his independent trustee status at SPXX .
Expertise & Qualifications
- 30+ years in asset management leadership, including CEO/COO of Copper Rock Capital Partners; governance roles at CREF/VA‑1; IDC governing council membership; BA, Washington & Lee University .
Equity Ownership
| Item | Value |
|---|---|
| SPXX shares beneficially owned (12/31/2024) | 0 |
| SPXX shares outstanding (2/18/2025) | 17,960,021 |
| Ownership % of SPXX | 0.00% (derived from above) |
| Dollar range in SPXX | $0 |
| Aggregate dollar range across all registered investment companies overseen | Over $100,000 (includes prior CREF/VA‑1 holdings) |
| Board ownership guideline | Expected to invest at least one year of compensation in the funds of the complex |
The proxy provides only ownership ranges; compliance with the “one-year compensation” guideline for an individual trustee cannot be determined from ranges alone .
Insider Trades and Section 16
| Item | Status |
|---|---|
| Section 16(a) compliance (last fiscal year) | The funds believe all trustees and officers complied with Section 16(a) filing requirements |
| SPXX Form 4 transactions disclosed | None disclosed in the proxy |
| Shares pledged/hedged | Not disclosed |
Governance Assessment
-
Strengths
- Independent trustee with asset management operating experience; serves on Compliance, Nominating & Governance, and Investment Committees, supporting robust oversight of risk, governance, and performance .
- Board is chaired by an independent director; all trustees are independent (not “interested persons”) which is favorable for closed‑end fund investors .
- Attendance met or exceeded 75% threshold; SPXX held a full calendar of board and committee meetings, indicating active oversight .
-
Watch items
- Direct SPXX ownership is $0 (0.00%); although aggregate complex holdings exceed $100,000, the proxy’s range disclosure prevents confirming alignment versus the “one-year compensation” guideline on an individual basis .
- Forrester receives consulting compensation from certain other Nuveen funds under separate consulting agreements (in addition to trustee fees where applicable); while common in a unitary board, it is an additional compensation stream to monitor for perceived conflicts, though independence at SPXX is affirmed .
-
Conflicts/related‑party
- No related‑party security holdings or transactions disclosed for Forrester with advisers under common control; a separate related‑company holdings table flagged another trustee (not Forrester) .
Overall, Forrester brings relevant buy‑side operating credentials and industry governance involvement, with committee roles aligned to risk, governance, and investment oversight. Alignment at the SPXX fund level is modest (no direct holdings), though broader complex ownership exceeds $100,000; continued monitoring of complex‑level consulting arrangements is warranted for perception risk .