Paul M. Nakasone
About Paul M. Nakasone
Independent director of Neuberger Berman Municipal Fund Inc. (NBH) since September 24, 2024, with a four-decade U.S. Army/DoD leadership background, including Director of the National Security Agency (2018–2024) and Commander of U.S. Cyber Command (2018–2024). He brings organizational management and cybersecurity expertise to the board and its oversight of regulated fund operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Security Agency | Director | 2018–2024 | Led national cyber defense and intelligence functions; deep cyber risk oversight experience |
| U.S. Cyber Command | Commander | 2018–2024 | Directed U.S. cyber operations, strategy, and risk management |
| U.S. Army/Department of Defense | Senior leadership roles | ~40 years | Organizational leadership; cybersecurity; oversight capabilities relevant to fund governance |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | N/A | “Other Directorships Held Outside Fund Complex: None” |
Board Governance
| Committee | Role | Independence | FY 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit Committee | Member | Entirely Independent Directors | 7 | Chairs: Michael J. Cosgrove (Chair), Martha C. Goss (Vice Chair); oversees financial reporting, auditor engagement, valuation/fair value (Rule 2a‑5) |
| Governance & Nominating Committee | Vice Chair | All Independent Directors | 4 | Oversees board structure, nominations, and director compensation recommendations |
| Investment Performance Committee | Member (all directors) | All except CEO (Amato) | 4 | Oversees fund performance review and risk management interface; Chairs: Michael M. Knetter (Chair), Deborah C. McLean (Vice Chair) |
Additional governance facts:
- Board met four times in FY 2024; every director attended at least 75% of board and applicable committee meetings .
- Independent Chair leads the Board with defined responsibilities; independent directors regularly meet outside management and are advised by independent counsel .
- The Funds have no standing compensation committee; Governance & Nominating recommends independent director compensation .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Aggregate compensation from NBH (FY ended 10/31/2024) | $4,634 | Joined the Board on September 24, 2024 (partial year) |
| Total compensation from NB fund complex (calendar 2024) | $177,225 | Fund complex-wide compensation for trustee/director service |
| Annual retainer (independent directors) | $200,000 | Paid quarterly; effective January 1, 2024 |
| Regular meeting fee | $17,500 per meeting | In-person or telephonic; effective January 1, 2024 |
| Committee Chair fees | $25,000 per year | Effective January 1, 2025; Contract Review Committee Chair receives $35,000; Executive Committee Chair no additional pay |
| Board Chair additional | $90,000 per year | For Independent Chair |
| Pensions/retirement plans | None | No pension/retirement plan for directors |
Performance Compensation
- No equity grants (RSUs/PSUs), options, performance-linked metrics, severance/change-of-control terms, clawbacks, or tax gross-ups disclosed for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None disclosed |
| Interlocks/related affiliations | To the Funds’ knowledge, as of May 31, 2025, no Independent Director (or immediate family) owned securities of NBIA, any principal underwriter, or any person/entity controlling/controlled by/under common control with NBIA or any principal underwriter (not including registered investment companies) . |
Expertise & Qualifications
- Cybersecurity and organizational management expertise from NSA and U.S. Cyber Command leadership, applicable to oversight of fund compliance, valuation, and risk systems .
- Independently qualified; serves on committees composed solely of Independent Directors (Audit; Governance & Nominating) .
Equity Ownership
| Fund | Dollar Range Owned | Valuation Date | Aggregate NB Fund Family Ownership |
|---|---|---|---|
| NBH | None | May 31, 2025 | None |
| NBXG | None | May 31, 2025 | None |
Additional ownership context:
- Directors and officers, in aggregate, owned less than 1% of each class of the Funds’ outstanding shares as of May 31, 2025 .
Governance Assessment
- Strengths: Independent director; Vice Chair of Governance & Nominating and member of an all‑independent Audit Committee; committees met regularly (Audit 7x, Governance & Nominating 4x); independent Chair structure and use of independent counsel; at least 75% attendance threshold met .
- Alignment considerations: Owns no NBH or NBXG shares; aggregate director/officer ownership <1%—limited “skin in the game” alignment for independent directors .
- Engagement signal: No policy on director attendance at annual shareholder meetings; none of the Board attended the Funds’ 2024 annual meeting—potential engagement red flag .
- Compensation structure: Cash-only compensation (retainer, meeting fees, chair fees) with no equity/performance components; committee chair fees increased effective 2025 (contract review chair higher), indicating time‑commitment recognition rather than performance alignment .
- Conflicts: No related‑party securities ownership by independent directors or family members at NBIA/underwriters—low direct conflict risk disclosed .
- Activism context: ISS reportedly supported a dissident nominee in 2024 citing governance/performance concerns at NBH/NBXG; indicates investor pressure on board effectiveness and governance practices (third‑party commentary via Saba press release) .