Martha Clark Goss
About Martha Clark Goss
Independent Director of NBH (Neuberger Berman Municipal Fund Inc.) since 2007; born 1949; also Director of NBXG since 2021. Former CFO of Booz Allen (1995–1999), with prior senior finance and risk roles at Prudential (Treasurer; President of investment subsidiaries; Enterprise Risk Officer), and investment leadership experience; designated as an Audit Committee financial expert. The Board has a retirement policy that generally calls for Directors to retire by the end of the year in which they reach age 77 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booz-Allen & Hamilton, Inc. | Chief Financial Officer | 1995–1999 | Led finance function for global consulting firm . |
| Prudential Insurance Company | Treasurer | 1983–1989 | Oversaw corporate treasury and capital markets . |
| Prudential Power Funding | President | 1989–1992 | Investments in electric/gas utilities and alternative energy projects . |
| Prudential Asset Management Company | President | 1992–1994 | Led asset management unit . |
| Prudential Insurance | Enterprise Risk Officer | 1994–1995 | Enterprise risk oversight . |
| Resources Global Professionals | Consultant | 2002–2006 | Advisory (temporary staffing context) . |
| Woodhill Enterprises Inc./Chase Hollow Associates LLC | President (personal investment vehicle) | 2006–2020 | Private investing . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Water (NYSE: AWK) | Director | Since 2003 | Water utility . |
| Allianz Life of New York | Director | Since 2005 | Insurance . |
| Museum of American Finance | Director | Since 2013 | Not-for-profit . |
| Brown University | Trustee Emerita | Since 1998 | Higher education . |
| Channel Reinsurance | Non-Executive Chair & Director | 2006–2010 | Financial guaranty reinsurance . |
| Ocwen Financial Corporation | Director | 2005–2010 | Mortgage servicing . |
| Claire’s Stores, Inc. | Director | 2005–2007 | Retail . |
| Parsons Brinckerhoff Inc. | Director | 2007–2010 | Engineering consulting . |
| Bank Leumi | Director | 2005–2007 | Commercial bank . |
| Attensity | Advisory Board Member | 2005–2007 | Software developer . |
| Foster Wheeler Manufacturing | Director | 1994–2004 | Industrial . |
| Dexter Corp. | Director | 1992–2001 | Manufacturer of non-wovens, plastics, medical supplies . |
| Financial Women’s Association of New York | Director | 1987–1996; 2003–2019 | Not-for-profit association . |
Board Governance
- Committee assignments:
- Audit Committee: Vice Chair; financial expert designation by the Board .
- Governance and Nominating Committee: Chair .
- Executive Committee: Member .
- Investment Performance Committee: Member (all Directors are members) .
- Independence: Independent Director under the 1940 Act; committees noted above composed entirely of Independent Directors .
- Attendance and engagement:
- Board met 4 times in FY 2024; each Director attended at least 75% of Board and committee meetings on which they served .
- Audit Committee met 7 times; Governance & Nominating met 4; Executive Committee did not meet; Investment Performance met 4 .
- The Funds do not have a policy on Director attendance at Annual Meetings; none of the Board members attended the 2024 Annual Meeting of Stockholders .
- Board leadership: Independent Chair is Tom D. Seip; independent directors meet outside management and are advised by independent counsel .
- Compensation committee: The Boards do not have a standing compensation committee; Governance & Nominating considers and recommends Independent Director compensation .
Fixed Compensation
| Component | Amount/Policy | Period |
|---|---|---|
| Aggregate compensation from NBH (per Director) | $11,845 | FY Ended Oct 31, 2024 |
| Aggregate compensation from NBXG (per Director) | $11,845 | FY Ended Oct 31, 2024 |
| Total compensation from NB fund complex (per Director) | $290,000 (M. C. Goss) | CY Ended Dec 31, 2024 |
| Annual retainer (Independent Directors) | $200,000, paid quarterly | Effective Jan 1, 2024 |
| Per regular Board meeting fee | $17,500 per meeting attended | Effective Jan 1, 2024 |
| Committee Chair stipend | $25,000 per year (Executive Committee: no stipend) | Effective Jan 1, 2025 |
| Contract Review Committee Chair stipend | $35,000 per year | Effective Jan 1, 2025 |
| Board Chair additional stipend | $90,000 per year | Effective Jan 1, 2024 |
- No pension/retirement plan for Directors; travel/out-of-pocket expenses reimbursed; compensation allocated across funds via a Board-approved method .
Performance Compensation
| Metric Type | Details for Directors |
|---|---|
| Bonuses/Target bonus | Not disclosed/applicable; Director pay structured as cash retainer and meeting fees . |
| Stock awards (RSUs/PSUs) | Not disclosed/applicable for Directors . |
| Option awards | Not disclosed/applicable for Directors . |
| Performance metrics tied to compensation | None disclosed (no TSR/EBITDA/ESG metrics for Director pay) . |
| Clawbacks/COC/Severance | Not disclosed for Directors . |
Other Directorships & Interlocks
| Company | Overlap/Interlock Relevance | Potential Conflict Consideration |
|---|---|---|
| American Water | Utility issuer; NBH invests in municipal bonds | No related-party transactions disclosed; independence affirmed; no NBIA/underwriter holdings by Independent Directors . |
| Allianz Life of New York | Insurance | No related-party transactions disclosed; independence affirmed . |
- Independent Directors and immediate family members did not own securities of NBIA, any principal underwriter, or any person/entity controlling, controlled by or under common control with NBIA (excluding registered investment companies), as of May 31, 2025 .
Expertise & Qualifications
- Finance and risk leadership: Treasurer and Enterprise Risk Officer at Prudential; President of multiple investment units; CFO of Booz Allen .
- Investment and credit: Investment professional and lending/credit experience; managed personal investment vehicle .
- Board experience: Service on boards of multiple NYSE-listed companies, industrials, financials, and not-for-profits; designated Audit Committee financial expert .
Equity Ownership
| Holder | NBH Dollar Range | NBXG Dollar Range | Aggregate Dollar Range in Neuberger Berman Registered Investment Companies |
|---|---|---|---|
| Martha C. Goss | None | None | Over $100,000 |
- Directors and officers, in aggregate, owned less than 1% of each class of Fund shares as of May 31, 2025 .
- No Section 16(a) delinquent filings attributed to Directors; a late filing noted for Bank of America entities regarding preferred stock transactions (not a Director) .
Governance Assessment
-
Strengths:
- Deep finance, risk, and CFO background; designated Audit Committee financial expert; currently Vice Chair of Audit and Chair of Governance & Nominating—positions central to financial reporting quality, board composition, and director compensation oversight .
- Independence affirmed; committees composed entirely of Independent Directors; independent counsel supports executive sessions .
- Attendance threshold met; active committee cadence (7 Audit; 4 Governance & Nominating; 4 Investment Performance in FY 2024) .
-
Alignment and pay structure:
- Director compensation is cash-based (retainer + meeting fees + chair stipends) with no equity or performance-based components; total complex compensation for CY 2024 was $290,000; NBH FY 2024 aggregate was $11,845 (per Fund) .
- No NBH or NBXG share ownership disclosed for Ms. Goss; aggregate holdings across the registered investment companies overseen are “Over $100,000.” Investment company boards commonly do not mandate fund share ownership, but lack of fund-specific holdings may be seen as modest alignment gap by some investors .
-
Potential risks/flags:
- RED FLAG (engagement): No policy for Director attendance at annual meetings and none of the Board attended the 2024 Annual Meeting; may be perceived as lower direct shareholder engagement .
- Tenure/retirement horizon: Retirement policy requires retirement by end of year turning 77; with year of birth 1949, approaching policy horizon—succession planning should be monitored .
- Conflicts: No related-party transactions disclosed; Independent Directors do not hold NBIA/underwriter securities; external directorships (e.g., American Water, Allianz Life of New York) present low direct conflict with a municipal bond fund; continue to monitor holdings and committee oversight for any emergent conflicts .
-
Process quality:
- Governance & Nominating oversees board structure, nominations, and Independent Director compensation, with Ms. Goss as Chair—central role in maintaining board effectiveness and independence .
- Audit oversight robust (financial expert designation; 7 meetings; fair value oversight under Rule 2a-5; pricing policy review) .