Franklyn E. Smith
About Franklyn E. Smith
Franklyn E. Smith (born 1961) is an Independent Director of Neuberger Berman Municipal Fund Inc. (NBH) and has served since 2023. He spent 32 years at PricewaterhouseCoopers LLP, including leadership roles as Market Team leader and Primary Reporting Partner in the New York Asset & Wealth Management Practice; he is a New York-licensed CPA and holds an advanced degree in public accounting . He currently serves on boards of Zurich American Insurance Company, Zurich American Life Insurance Company, and Zurich American Life Insurance Company of New York (since 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner; Market Team leader; Primary Reporting Partner (Asset & Wealth Management, NY) | 1989–2021 | 32 years serving financial services clients; mutual fund focus for last 25 years |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zurich American Insurance Company | Director | Since 2023 | Board service; insurance industry oversight |
| Zurich American Life Insurance Company | Director | Since 2023 | Board service |
| Zurich American Life Insurance Company of New York | Director | Since 2023 | Board service |
Board Governance
- Independence and tenure: Independent Director since 2023; not related to other directors; boards have Independent Chair (Tom D. Seip) and independent committee structures, with regular executive sessions outside management .
- Attendance: In FY2024, each Director attended at least 75% of Board and applicable committee meetings; the Board met four times .
| Committee | Role (Smith) | Members/Leadership | FY2024 Meetings |
|---|---|---|---|
| Closed-End Funds Committee | Vice Chair | Marc Gary (Chair), Franklyn E. Smith (Vice Chair), Ami G. Kaplan — all Independent Directors | 7 |
| Contract Review Committee | Vice Chair | Deborah C. McLean (Chair), Franklyn E. Smith (Vice Chair), Michael J. Cosgrove, Marc Gary — all Independent Directors | 7 |
| Investment Performance Committee | Member | All Fund Directors; Michael M. Knetter (Chair), Deborah C. McLean (Vice Chair) | 4 |
| Audit Committee | Not a member | Michael J. Cosgrove (Chair), Martha C. Goss (Vice Chair), Deborah C. McLean, Paul M. Nakasone; fully independent; three members designated “financial experts” | 7 |
| Ethics & Compliance Committee | Not a member | Ami G. Kaplan (Chair), Michael M. Knetter (Vice Chair), Marc Gary, Tom D. Seip — all Independent Directors | 4 |
| Executive Committee | Not a member | Tom D. Seip (Chair), Joseph V. Amato (Vice Chair), plus other directors; did not meet in FY2024 | 0 |
| Governance & Nominating Committee | Not a member | Martha C. Goss (Chair), Paul M. Nakasone (Vice Chair), Michael M. Knetter, Tom D. Seip; considers director compensation and nominations | 4 |
Fixed Compensation
| Compensation Element | Amount/Structure | Effective Date | Notes |
|---|---|---|---|
| Annual retainer (Independent Directors) | $200,000 (paid quarterly) | Jan 1, 2024 | Applies to Independent Directors and certain non-employee “interested persons” |
| Regular meeting fee | $17,500 per meeting attended (in-person or by phone) | Jan 1, 2024 | Governance & Nominating Committee determines fees for special meetings |
| Committee Chair fee | $25,000 per year | Jan 1, 2025 | Executive Committee Chair receives no additional compensation |
| Contract Review Committee Chair fee | $35,000 per year | Jan 1, 2025 | For added time commitment |
| Independent Board Chair add’l fee | $90,000 per year | Ongoing | Paid to Independent Chairs |
| Pension/retirement | None | — | No pension or retirement plan for Directors |
| Director | Aggregate Compensation from NBH (FY Ended Oct 31, 2024) | Total Compensation from NB Fund Complex (CY Ended Dec 31, 2024) |
|---|---|---|
| Franklyn E. Smith | $11,054 | $270,000 |
Performance Compensation
- No performance-based compensation for directors disclosed (no bonus, stock awards, options, or PSU/RSU programs for Board members) .
- Director compensation is cash-based (retainer and meeting fees); Governance & Nominating Committees evaluate and recommend Independent Director compensation; there is no standing compensation committee .
| Performance Metric | Plan Feature | Target/Weighting | Outcome |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | N/A |
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Zurich American Insurance Company | Insurance | Director | Monitor for potential fund exposure to Zurich instruments; no related-party transactions disclosed |
| Zurich American Life Insurance Company | Insurance | Director | Same as above |
| Zurich American Life Insurance Company of New York | Insurance | Director | Same as above |
Expertise & Qualifications
- CPA (New York) and advanced degree in public accounting; 25+ years mutual fund focus at PwC; extensive financial services audit/reporting expertise .
- Board governance familiarity across closed-end and registered fund complex; participates in closed-end fund discount mitigation strategies as part of broader board initiatives .
Equity Ownership
| Director | NBH Dollar Range (as of May 31, 2025) | NBXG Dollar Range (as of May 31, 2025) | Aggregate Dollar Range in All NB Registered Investment Companies |
|---|---|---|---|
| Franklyn E. Smith | None | None | Over $100,000 |
- Alignment and independence: As of May 31, 2025, to the Funds’ knowledge, no Independent Director (or immediate family) owned securities of NBIA, any principal underwriter, or any entity controlling/controlled by such parties .
Insider Trades
| Person | Date Range Checked | Form 4 Transactions | Notes |
|---|---|---|---|
| Franklyn E. Smith | 2024-01-01 to 2025-11-20 | None found | Insider-trades skill query returned no records in this period (Form 4); Funds reported Section 16 compliance monitoring in proxy . |
Governance Assessment
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Strengths
- Independent director with deep financial reporting expertise (CPA) and long mutual fund audit background—highly relevant to oversight of valuation, contract renewals, and closed-end fund issues .
- Active committee leadership as Vice Chair on Closed-End Funds and Contract Review Committees; these bodies met 7 times in FY2024, indicating meaningful engagement .
- Board structure emphasizes independence (Independent Chair, independent committees) and regular sessions without management; attendance threshold met (≥75%) .
-
Potential risks and red flags
- No NBH or NBXG share ownership disclosed for Smith; while aggregate NB fund complex ownership is “Over $100,000,” the absence of NBH holdings may dilute “skin-in-the-game” alignment for this specific fund .
- External insurance board roles (Zurich entities) require monitoring for any indirect conflicts; no related-party transactions involving Independent Directors disclosed, and independent ownership checks showed no holdings of NBIA/underwriters .
- No director equity or performance-linked compensation—limits direct pay-for-performance alignment, but consistent with investment company governance norms (cash retainers/meeting fees) .
-
Overall implication
- Smith’s audit and fund-industry expertise, combined with vice chair responsibilities on high-leverage governance committees, supports board effectiveness. Alignment concerns are mitigated somewhat by aggregate NB complex ownership, though lack of NBH-specific holdings is a watch item for investor confidence .