Brian Kerrane
About Brian Kerrane
Brian Kerrane (year of birth: 1969) serves as Chief Operating Officer (COO) of Neuberger Berman Municipal Fund Inc. (NBH) since 2015 and Vice President since 2008 (for NBH) and 2021 (for NBXG) . He is a Managing Director at Neuberger Berman (since 2013) and COO, Mutual Funds at NBIA (since 2015), with prior roles including Senior Vice President (2006–2014) and Vice President at NBIA (2008–2015); he has been an employee of Neuberger Berman since 1991 . The proxy does not disclose executive compensation or individual performance/TSR metrics for fund officers; officers who are employees of NBIA serve without compensation from the Funds, and no officer pay/performance framework is presented in the proxy . Officers, in the aggregate with directors, owned less than 1% of each class as of May 31, 2025; the principal executive officer and principal financial officer own no Fund shares; individual officer holdings (including Mr. Kerrane’s) are not itemized .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neuberger Berman Investment Advisers LLC (NBIA) | Chief Operating Officer, Mutual Funds; Managing Director | 2015–present (COO); 2013–present (MD) | Senior operating leadership across NB fund complex; COO for ten registered investment companies for which NBIA acts as investment manager/administrator . |
| Neuberger Berman | Senior Vice President | 2006–2014 | Senior leadership in mutual fund operations; precursor to MD/COO responsibilities . |
| NBIA | Vice President | 2008–2015 | Operating leadership at the adviser; transition to COO role . |
| Neuberger Berman (Firmwide) | Employee | 1991–present | Long-tenured operator in fund administration and operations . |
| NBH (Fund Officer) | Vice President | 2008–present | Fund officer for NBH; continuity in fund operations . |
| NBXG (Fund Officer) | Vice President | 2021–present | Fund officer for NBXG; expansion of responsibilities across closed-end fund complex . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | No external directorships/roles disclosed for Mr. Kerrane in the proxy officer section . |
Fixed Compensation
| Component | Detail | Source/Notes |
|---|---|---|
| Base Salary | Not disclosed; officers serve without compensation from the Funds (officer compensation is paid by NBIA and not reported at the fund level) . | The Funds do not pay officers; the proxy does not include officer compensation tables . |
| Target Bonus % | Not disclosed at the fund level . | Officer bonuses (if any) would be NBIA matters, not reported in the fund proxy . |
| Actual Bonus Paid | Not disclosed at the fund level . | — |
| Perquisites/Pension/Deferred Comp | Not disclosed at the fund level . | — |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting | Notes |
|---|---|---|---|---|---|---|
| Not disclosed | — | — | — | — | — | The proxy provides no officer-level incentive metrics, equity awards, or vesting schedules for fund officers; officers are NBIA employees and not compensated by the Funds . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual Beneficial Ownership | Not disclosed for officers individually; only directors’ dollar ranges are disclosed. Officers and directors in aggregate owned less than 1% of each class as of May 31, 2025; the principal executive officer and principal financial officer own no Fund shares . |
| Vested vs. Unvested Breakdown | Not disclosed for officers . |
| Options (Exercisable/Unexercisable) | Not disclosed for officers . |
| Shares Pledged/Hedging | Not disclosed; however, the Ethics and Compliance Committee oversees the Funds’ Code of Ethics, which restricts personal securities transactions (including transactions in Fund shares) by employees, officers, and directors . |
| Ownership Guidelines | Not disclosed for officers; the proxy shows only directors’ dollar range ownership . |
| Compliance with Guidelines | Not disclosed for officers . |
Employment Terms
| Term | Detail |
|---|---|
| Office Term | Under the Bylaws, each officer holds office until a successor is elected and qualified or until earlier death, inability to serve, or resignation . |
| Removal | Officers serve at the pleasure of the Directors and may be removed at any time, with or without cause . |
| Employment Agreement/Contract Length | Not disclosed; officers are NBIA employees and the fund proxy does not present officer employment contracts . |
| Severance/Change-of-Control | Not disclosed at the fund level; no severance or CoC economics for officers are presented . |
| Non-compete/Non-solicit/Garden Leave | Not disclosed at the fund level . |
| Clawback Provisions | Not disclosed at the fund level; compliance oversight exists via the Ethics and Compliance Committee and Code of Ethics . |
Additional Context: Fund Governance Environment
- The proxy details robust board committee coverage (Audit, Closed-End Funds, Contract Review, Ethics and Compliance, Governance and Nominating, Investment Performance) focused on oversight of fund-specific risks, valuation, performance review, and compliance .
- In the 2024 annual meeting cycle, only one Class I Preferred Stock Director was re-elected for the Municipal Fund; other Class I nominees did not receive the required votes, and the Boards chose to nominate incumbent Class I Directors again at the 2025 meeting—highlighting an active governance/shareholder environment .
- Independent Director compensation and dollar-range ownership are disclosed; officers receive no compensation from the Funds, underscoring the separation between fund governance and adviser-level (NBIA) employment and pay practices .
Investment Implications
- Pay-for-performance assessment is not possible at the fund level: the proxy confirms officers (including Mr. Kerrane) are compensated by NBIA and not by the Funds, with no disclosure of base, bonus, equity awards, or performance metrics; investors cannot evaluate alignment or incentive risk from fund documents alone .
- Retention risk appears low from tenure/continuity but lacks contract protections in the fund record: Kerrane’s long tenure (employee since 1991; COO of NBH since 2015) suggests operational continuity, but officers serve at the pleasure of the Board and can be removed without cause; no severance or CoC protections are disclosed at the fund level, implying retention dynamics are governed by NBIA employment terms not visible to fund investors .
- Insider selling/pledging signals are not available: the proxy provides no individual officer Form 4 activity for Kerrane and does not disclose pledging; the compliance framework restricts personal trading but does not enumerate officer-by-officer holdings or hedging/pledging policies—limiting insight into potential selling pressure .
- Governance context indicates heightened shareholder scrutiny: the 2024 director vote outcomes and ongoing board actions (e.g., discount mitigation measures discussed at the board level) point to an engaged shareholder base; while this is not specific to Kerrane, it elevates the importance of fund operational execution and discount management in investor outcomes .
Bottom line: For signals on compensation alignment, vesting overhang, and retention economics, investors must look beyond the fund proxy to NBIA-level disclosures or Form 4 filings (if any) specific to Mr. Kerrane. The fund proxy supports a view of operational continuity and a strong compliance framework but does not provide officer pay, equity, or contract terms at the individual level .