Scott D. Hogan
About Scott D. Hogan
Scott D. Hogan (born 1970) is Chief Compliance Officer (CCO) of Neuberger Berman Municipal Fund Inc. (NBH) since May 2025 and a Senior Vice President at Neuberger Berman Investment Advisers LLC (NBIA). He previously served as CCO for the registered investment companies managed by DWS Investment Management Americas, Inc. (DIMA) from 2016–2025 and as Legal Counsel at DIMA from 2007–2016 . As CCO, his remit is overseen by the Funds’ Ethics and Compliance Committee, which coordinates Board oversight of Rule 38a‑1 compliance programs, codes of ethics, and compliance risk management . The proxy does not disclose executive performance metrics (e.g., TSR, revenue/EBITDA growth) tied to Mr. Hogan’s role at NBH; officers who are NBIA employees serve without compensation from the Funds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DWS Investment Management Americas, Inc. (DIMA) | Chief Compliance Officer to registered investment companies | 2016–2025 | Led ’40 Act fund compliance programs; oversight of registered fund compliance frameworks . |
| DWS Investment Management Americas, Inc. (DIMA) | Legal Counsel | 2007–2016 | Provided legal counsel supporting registered investment company governance and compliance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in NBH 2025 proxy | — | — | The officer biography lists NBIA/DIMA roles; no external directorships or board positions are disclosed for Mr. Hogan . |
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Compensation from NBH (the Funds) | $0 | Officers who are employees of NBIA or its affiliates serve without any compensation from the Funds . |
| Base salary (NBIA) | Not disclosed | Mr. Hogan is an NBIA employee; NBIA compensation details are not provided in NBH fund filings . |
| Target bonus % / actual bonus paid | Not disclosed | No fund-level disclosure; officer compensation occurs at NBIA, not at the Funds . |
| Pension/SERP/Deferred comp | Not disclosed | No fund-level disclosure for NBIA employee programs . |
| Perquisites | Not disclosed | No fund-level disclosure for NBIA employee perquisites . |
Performance Compensation
| Incentive Type | Metric(s) | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Fund-level equity/option awards | — | — | — | — | Not applicable; NBH does not compensate officers—NBIA employees serve without compensation from the Funds . |
| NBIA-linked RSUs/PSUs/options | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Any equity or cash incentives would be at NBIA and are not disclosed in NBH filings . |
Equity Ownership & Alignment
| Item | Disclosure | Notes |
|---|---|---|
| Hogan beneficial ownership of NBH shares | Not disclosed | The proxy reports director dollar ranges and aggregate officer/director holdings, but does not itemize officer holdings by individual other than PEO/PFO . |
| Officers and Directors aggregate ownership | <1% of each class | As of May 31, 2025, Directors and officers of each Fund, in the aggregate, owned less than 1% of each class of Fund shares . |
| Principal Executive Officer (PEO) and Principal Financial Officer (PFO) ownership | None | The principal executive officer and principal financial officer of each Fund own no Fund shares . |
| Shares pledged as collateral | Not disclosed | No pledging disclosure for officers; the Code of Ethics restricts personal securities transactions . |
| Stock ownership guidelines (officers) | Not disclosed | Governance materials describe oversight, not officer ownership guidelines . |
| Code of Ethics / hedging restrictions | Program oversight in place | Ethics & Compliance Committee oversees codes of ethics that restrict personal securities transactions, including transactions in Fund shares . |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Position | Chief Compliance Officer (NBH) | Appointed May 2025 . |
| Employer | NBIA (Senior Vice President) | NBIA serves as the manager/administrator; Hogan is an NBIA SVP . |
| Start date in current role | May 2025 | Officers serve at the pleasure of the Board . |
| Contract term length | Not specified | Officers elected by Directors hold office until a successor is elected/qualified or earlier death/inability/resignation . |
| Removal clause | At any time, with or without cause | Officers serve at the pleasure of the Directors and may be removed at any time . |
| Non‑compete / Non‑solicit | Not disclosed | No NBH fund‑level disclosure . |
| Severance & change‑of‑control | Not disclosed | No NBH fund‑level disclosure . |
| Garden leave / consulting | Not disclosed | No NBH fund‑level disclosure . |
| Address | 1290 Avenue of the Americas, New York, NY 10104 | Fund/manager business address for officers . |
| Shareholder communications | May be directed to the CCO or Secretary | Boards direct the CCO/Secretary to route communications to committee chairs . |
Governance Context Relevant to the CCO
- Ethics & Compliance Committee coordinates Board oversight of the CCO, Rule 38a‑1 compliance, personal trading restrictions (including transactions in Fund shares), compliance risk management, and related reporting; all members are Independent Directors .
- Risk management oversight involves periodic meetings with risk leaders including the CCO; committees review design/implementation of risk strategies, recognizing inherent limitations in risk programs .
- As of April 23, 2025, significant beneficial owners include Saba Capital and First Trust in NBH common stock; aggregated insider ownership is <1%, and the PEO/PFO own no shares, informing governance environment in which the CCO operates .
Investment Implications
- Compensation alignment: Mr. Hogan’s pay is set by NBIA (private) and not disclosed in NBH filings; NBH pays officers $0, so fund‑level pay-for-performance linkages (e.g., TSR/EBITDA‑tied awards) are not available to shareholders for evaluation . This limits direct visibility into incentive levers and retention signals for the CCO.
- Ownership alignment: With aggregate officer/director ownership under 1% and no PEO/PFO ownership, direct “skin‑in‑the‑game” at the Fund level appears low; CCO personal trading is restricted under the Code of Ethics, reducing hedging/pledging risk but also limiting ownership signaling .
- Retention and control terms: Officers serve at the pleasure of the Board and may be removed without cause; absence of disclosed employment covenants (non‑compete, severance, CoC) makes retention economics opaque and suggests limited fund‑level golden parachutes or acceleration risk .
- Governance/trading signals: A newly appointed CCO (May 2025) under active Ethics & Compliance Committee oversight and a governance environment featuring activist holders (e.g., Saba Capital) point to heightened compliance rigor and potential board responsiveness—factors that can affect discount/NAV dynamics but do not directly signal insider selling pressure given lack of officer holdings disclosure .