Michael J. Cosgrove
About Michael J. Cosgrove
Michael J. Cosgrove (born 1949) is an Independent Director of Neuberger Berman Municipal Fund Inc. (NBH) since 2015 and of Neuberger Berman Next Generation Connectivity Fund Inc. (NBXG) since 2021; he serves as Audit Committee Chair and is designated an Audit Committee financial expert . He is President of Carragh Consulting USA (since 2014) and previously held senior leadership roles at GE Asset Management, including CFO of GE Asset Management and Deputy Treasurer of GE Company (1988–1993), President of Institutional Sales & Marketing (1998–2007), President & CEO of Mutual Funds & Intermediary Business (2007–2011), and President of Mutual Funds & Global Investment Programs (2011–2014), overseeing mutual fund distribution and product development . He oversees 51 registered investment companies within the Neuberger Berman fund complex, reflecting broad governance experience across investment vehicles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Company / GE Asset Management | CFO, GE Asset Management; Deputy Treasurer, GE Company | 1988–1993 | Senior finance oversight for asset management operations |
| GE Asset Management | President, Institutional Sales & Marketing | 1998–2007 | Led distribution, marketing, mutual fund product development |
| GE Asset Management | President & CEO, Mutual Funds & Intermediary Business | 2007–2011 | Executive leadership of mutual fund and intermediary channels |
| GE Asset Management | President, Mutual Funds & Global Investment Programs | 2011–2014 | Oversaw mutual fund programs globally |
| The Gabelli Go Anywhere Trust | Director | Jun 2015–Jun 2016 | Closed-end fund board experience; potential prior interlock with a peer fund platform |
| GE Investments Funds, Inc. | Director | 1997–2014 | Governance of registered investment companies |
| America Press, Inc. (non-profit) | Director | 2015–2021 | Non-profit governance |
| Fordham University | Director | 2001–2018 | University board experience |
| Skin Cancer Foundation (non-profit) | Director | 2006–2015 | Non-profit governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carragh Consulting USA | President | Since 2014 | Asset management consulting |
| Burke Neurological Institute | Advisory Board Member | Since 2021 | Advisory role |
| St. Pius X Parish | Parish Councilor; Treasurer | Councilor since 2021; Treasurer since 2020 | Community governance |
Board Governance
- Independence and designation: Cosgrove is an Independent Director; NBH/NBXG Audit Committees are composed entirely of Independent Directors, and Cosgrove is Audit Committee Chair and designated as an Audit Committee financial expert .
- Committee assignments: Audit Committee (Chair); Executive Committee member; Investment Performance Committee member (all Directors are members). He is not listed on the Governance and Nominating Committee .
- Board and committee meetings: Each Fund’s Board met four times in fiscal 2024; every Director attended at least 75% of Board and committee meetings during the period of service. The Audit Committee met seven times in fiscal 2024, indicating active oversight cadence .
- Leadership structure: The Boards have an Independent Chair (Tom D. Seip) who presides over meetings and liaises with management; Independent Directors regularly meet outside management’s presence and are advised by independent counsel .
- Annual meeting attendance: The Funds have no policy requiring director attendance at the annual meeting; none of the Board members attended the 2024 Annual Meeting of Stockholders, an investor-relations optics consideration .
Fixed Compensation
| Component | Amount | Effective Date/Notes |
|---|---|---|
| Annual retainer (Independent Director) | $200,000 | Effective Jan 1, 2024 |
| Fee per regularly scheduled Board meeting attended | $17,500 | Effective Jan 1, 2024 |
| Audit Committee Chair fee | $25,000 | Effective Jan 1, 2025 (previously $20,000 per policy effective Jan 1, 2022) |
| Aggregate compensation from NBH (FYE Oct 31, 2024) | $12,107 | Per NBH fiscal-year table |
| Total compensation from Neuberger Berman registered investment companies (CY 2024) | $295,000 | Per calendar-year table |
Compensation trend:
| Period | Total Compensation from NB Fund Complex |
|---|---|
| Calendar Year 2022 | $260,000 |
| Calendar Year 2024 | $295,000 |
- No pension or retirement plan is provided to Directors; travel/out-of-pocket expenses are reimbursed; no additional compensation for committee membership beyond chair stipends; Board Chair receives an additional stipend (Independent Chair) .
Performance Compensation
| Metric | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for Directors |
| Options | None disclosed for Directors |
| Performance-based bonuses/metrics | None disclosed for Directors |
| Clawbacks, severance, CIC provisions | Not applicable to Independent Directors; no disclosures |
Other Directorships & Interlocks
| Company/Organization | Role | Status | Potential Interlock/Notes |
|---|---|---|---|
| The Gabelli Go Anywhere Trust | Director | Prior (2015–2016) | Former role at a closed-end fund outside NB platform |
| GE Investments Funds, Inc. | Director | Prior (1997–2014) | Asset manager-affiliated RIC governance |
| America Press, Inc. (non-profit) | Director | Prior (2015–2021) | Non-profit; not a public company |
| Fordham University | Director | Prior (2001–2018) | Academic board; not a public company |
- Current public company directorships: None disclosed for Cosgrove outside NBH/NBXG .
Expertise & Qualifications
- Asset management executive breadth: CFO and Deputy Treasurer roles, plus multi-year leadership of distribution, mutual fund products, and intermediary business at GE Asset Management, aligning with audit/financial oversight needs .
- Audit Committee financial expert: Explicitly designated by the Boards for NBH/NBXG, supporting high-quality audit oversight and valuation supervision under Rule 2a-5 .
- Complex-wide fund governance: Oversees 51 registered investment companies, evidencing extensive board experience in investment company regulation and closed-end fund dynamics .
Equity Ownership
| Fund | Shares Owned | Dollar Range (as of May 31, 2025) | % of Shares Outstanding |
|---|---|---|---|
| NBH | 0 | None | 0% |
| NBXG | 1,000 | $10,001–$50,000 | ~0.00127% (1,000 ÷ 78,761,496) |
| Aggregate across NB registered investment companies | — | Over $100,000 | — |
- Independent Directors (and immediate family) did not own securities of NBIA, principal underwriters, or affiliates (excludes registered investment companies), mitigating direct related-party conflicts .
Governance Assessment
-
Positives:
- Audit Committee Chair and financial expert designation underscores robust financial reporting oversight and fair valuation governance under Rule 2a-5 .
- Active committee cadence: Audit Committee met seven times in fiscal 2024, with formal PCAOB communications and independence evaluations of Ernst & Young, supporting audit quality .
- Independent Chair structure and regular executive sessions with independent counsel enhance board independence and conflict management .
-
Concerns / RED FLAGS (alignment and optics):
- No NBH share ownership (0 shares; “None” dollar range) may be viewed as weaker “skin-in-the-game” alignment for that specific fund, although he holds NBXG shares and has aggregate holdings across the complex .
- Attendance disclosure uses “at least 75%” rather than full attendance; while compliant, it provides limited granularity on director-specific attendance intensity .
- No director attendance at the 2024 Annual Meeting; while not required by policy, some investors prefer visible director engagement with stockholders at annual meetings .
-
Compensation structure signals:
- Shift to higher fixed cash retainer ($200,000 effective 2024) and meeting fee ($17,500) with chair stipends increasing in 2025 (Audit Chair to $25,000), raising calendar-year totals (Cosgrove $295,000 in 2024 vs. $260,000 in 2022), indicative of rising fixed compensation rather than performance-linked pay in investment company governance models .
-
Related party / conflicts:
- No securities of NBIA/underwriters owned by Independent Directors; no related-party transactions with Cosgrove disclosed in the proxy, reducing direct conflict risk .
- Prior directorship at a non-NB closed-end fund (Gabelli) is historic and not current, limiting present-day interlocks .
-
Voting and control context:
- Presence of significant outside holders (e.g., Saba Capital in NBH/NBXG) underscores activist scrutiny of closed-end fund governance and discount mitigation, elevating the importance of audit and board processes Cosgrove oversees .