Joseph V. Amato

About Joseph V. Amato

Joseph V. Amato (born 1962) is Chief Executive Officer and President of Neuberger Berman Municipal Fund Inc. (NBH) since July 1, 2018 and a Director since 2009; he is classified as an “interested person” due to his employment with the investment adviser and affiliates . He concurrently serves as President and Director of Neuberger Berman Group LLC (since 2009), President and CEO of Neuberger Berman BD LLC and Neuberger Berman Holdings LLC (since 2007), and Chief Investment Officer (Equities) and President (Equities) of NBIA (since 2007) . The fund discloses no CEO performance scorecard (TSR, revenue/EBITDA growth) or education details in its proxy; fund-level executive pay is not paid by NBH (see Compensation sections below) .

Past Roles

External Roles

Board Governance and Service

• Board service history and independence: Director of NBH since 2009 and CEO/President since 2018; designated an “interested person” due to his adviser affiliation, while the Board is led by an Independent Chair (Tom D. Seip) and key committees are fully independent, mitigating dual-role concerns .
• Committee roles: Vice Chair of the Executive Committee; also a member of the Investment Performance Committee (all directors serve); Amato is not on the Audit, Governance & Nominating, Contract Review, Closed-End Funds, or Ethics & Compliance Committees (all independent) .
• Meeting attendance: Each Director attended at least 75% of Board and assigned committee meetings during fiscal 2024 .

Fixed Compensation

NBH does not pay salaries or bonuses to executives who are employees of NBIA or its affiliates; fund officers and interested Directors serving as employees of the adviser receive $0 compensation from the Funds.

Independent Director fee framework (context): Independent Directors receive an annual retainer ($200,000) and meeting fees; chairs receive additional stipends effective Jan 1, 2025; these amounts are allocated across the fund complex. Amato, as an interested Director employed by NBIA, receives $0 from the Funds .

Performance Compensation

• Not disclosed at the fund level. The proxy provides no details on NBH-linked short- or long-term incentive metrics (e.g., revenue, EBITDA, TSR, ESG) for Mr. Amato. Compensation, if any, is paid by NBIA (private adviser) and not reported by NBH .

Equity Ownership & Alignment

• Vested vs. unvested; options/RSUs/PSUs; pledging: Not disclosed by the Fund for Mr. Amato. The Ethics and Compliance framework restricts personal securities transactions (including in Fund shares) under the Code of Ethics, but the proxy does not disclose pledging or hedging policies for executives .
• Ownership guidelines: No executive stock ownership guideline disclosures for Fund officers/“interested” Directors at NBH; not disclosed .

Employment Terms

• Role and term: Officers are appointed by the Directors and “serve at the pleasure of the Board”; officers hold office until a successor is elected/qualified or earlier death, inability to serve, or resignation; they may be removed at any time with or without cause .
• Contracts, severance, change-in-control: No employment agreement, severance multiple, or change-in-control benefits are disclosed at the Fund level for Mr. Amato (fund officers are employees of NBIA and not compensated by the Funds) .
• Non-compete/solicit, garden leave, post-termination consulting: Not disclosed .

Director Compensation (for context)

Performance & Track Record

• The proxy summarizes Amato’s leadership experience and roles across Neuberger Berman and Lehman Brothers but does not provide fund-specific performance attribution (e.g., TSR during tenure) for NBH tied to his compensation .
• Oversight structure: An Investment Performance Committee (all Directors) oversees performance review and investment risk management interfaces; chaired by independent Directors .

Risk Indicators & Red Flags

• Dual role: CEO/President and Director (interested person). Mitigants include Independent Chair, independent-only Audit, Governance & Nominating, Contract Review, Closed-End Funds, and Ethics & Compliance committees, and executive sessions of Independent Directors .
• Insider ownership/selling pressure: Amato held no NBH or NBXG shares as of May 31, 2025, reducing direct fund-level selling pressure from vesting but also lowering direct alignment to NBH’s NAV/market price dynamics .
• Activism/governance environment: Significant holders identified include Saba Capital (6.49% NBH common) and First Trust (6.51%), which can influence discount-mitigation and governance dynamics relevant to executive-board interactions .
• Section 16: The fund reports general Section 16 compliance; one late multi-transaction filing noted for other parties (not Mr. Amato) following FY2024 close .

Compensation Structure Analysis

• Cash vs. equity mix; options vs. RSUs; guarantees; discretionary bonuses: Not disclosed by NBH for Mr. Amato; fund states adviser employees receive no compensation from the Funds .
• Clawbacks, tax gross-ups, award modifications/repricing: Not disclosed at the Fund level for Mr. Amato .

Say-on-Pay & Shareholder Feedback

• The proxy does not include a say-on-pay vote for the Fund or disclose shareholder feedback related to executive compensation for Mr. Amato .

Compensation Peer Group

• No compensation peer group or target percentile framework is disclosed for Mr. Amato in the Fund proxy (comp paid by NBIA, not the Funds) .

Expertise & Qualifications

• Core credentials: Long-tenured asset management executive and equities CIO at NBIA; prior senior leadership at Lehman Brothers (asset management, equity sales); director/board leadership across NB entities .
• Board qualifications: Considered an “interested” Director; the Board cites broad leadership, investment management, and governance experience in evaluating Directors .

Board Governance (Director-specific)

Investment Implications

• Alignment and incentives: Because NBH pays $0 to adviser-employed officers, Mr. Amato’s incentives reside at NBIA; investors cannot assess NBH-linked pay-for-performance alignment, vesting schedules, or change-in-control economics from the Fund’s proxy—this reduces transparency for fund-specific alignment analysis .
• Selling/vesting pressure: No NBH or NBXG holdings reported for Amato as of May 31, 2025; absent disclosed fund-linked equity awards, near-term insider selling pressure driven by vesting is unlikely at the fund level, though it also implies limited direct NBH-specific “skin in the game” .
• Governance risk/mitigants: Dual-role risk is mitigated by an Independent Chair, independent-only key committees, and ≥75% attendance; however, activists (e.g., Saba) hold meaningful stakes, which can catalyze discount-mitigation actions and oversight pressure—relevant for trading around governance events and corporate actions .
• Data gaps: No fund-level disclosure on severance, CoC, clawbacks, or ownership guidelines for Mr. Amato; monitor NBIA or related disclosures and Item 5.02 8-Ks for any changes in executive roles at the adviser that could affect Fund leadership continuity .