Franklyn E. Smith

About Franklyn E. Smith

Franklyn E. Smith (born 1961) is an Independent Director of Neuberger Berman Next Generation Connectivity Fund Inc. (NBXG), serving since 2023. He is a CPA (New York) and spent 32 years at PricewaterhouseCoopers LLP (PwC), including as Market Team leader and Primary Reporting Partner in the New York Asset & Wealth Management Practice; he holds an advanced degree in public accounting . He is currently Vice Chair of NBXG’s Closed-End Funds Committee and Vice Chair of the Contract Review Committee; he attended at least 75% of Board and committee meetings in FY 2024 per the fund’s disclosure .

Past Roles

External Roles

Board Governance

• Board structure and leadership: Independent Chair (Tom D. Seip); Independent Directors meet outside management; Board met 4 times in FY 2024 .
• Independence and attendance: Smith is an Independent Director. Each Director attended at least 75% of Board and committee meetings in FY 2024 .
• Committee assignments (FY 2024):
  • Closed-End Funds Committee: Vice Chair; members = Marc Gary (Chair), Franklyn E. Smith (Vice Chair), Ami G. Kaplan; 7 meetings .
  • Contract Review Committee: Vice Chair; members = Deborah C. McLean (Chair), Franklyn E. Smith (Vice Chair), Michael J. Cosgrove, Marc Gary; 7 meetings .
  • Investment Performance Committee: All Directors are members; 4 meetings .
  • Audit Committee: Not a member (members = Cosgrove (Chair), Goss (Vice Chair), McLean, Nakasone); 7 meetings .
  • Ethics & Compliance Committee: Not a member (members = Kaplan (Chair), Knetter (Vice Chair), Gary, Seip); 4 meetings .
  • Executive Committee: Not listed as member; Committee did not meet in FY 2024 .

Fixed Compensation

• Complex-wide director pay framework (effective dates):
  • Effective Jan 1, 2024: Annual retainer $200,000; $17,500 per regularly scheduled meeting; additional annual fees to Committee Chairs (effective Jan 1, 2025: Contract Review Chair $35,000; other Chairs $25,000); Independent Chair +$90,000; no extra pay for general committee membership .
• Fund-specific and complex totals (most recent disclosures):
  • NBXG aggregate compensation to Smith for FY ended Oct 31, 2024: $11,054 .
  • Total compensation from registered investment companies in the Neuberger Berman fund complex (CY 2024): $270,000 .

Notes: The Funds do not maintain pension or retirement plans for Directors; Independent Director compensation is allocated across funds in the complex; officers/employees of NBIA receive no compensation from the Funds .

Performance Compensation

• No performance-based equity awards (RSUs/PSUs), options, or performance metrics are disclosed for Directors; director pay is cash retainer and meeting fees. No equity compensation plan for Directors is described in the proxy .

Other Directorships & Interlocks

Expertise & Qualifications

• 32 years at PwC; senior leadership in Asset & Wealth Management audit/reporting; CPA (NY) with advanced degree in public accounting .
• Board service at major insurance subsidiaries (Zurich American group companies) since 2023 .
• Not designated as an “Audit Committee Financial Expert” (those are Cosgrove, Goss, McLean) .

Equity Ownership

• Director share ownership ranges (as of 5/31/2025):
  • NBXG: None (Smith holds no NBXG shares) .
  • NBH: None .
  • Aggregate across all registered funds in Neuberger Berman family: Over $100,000 .

Additional alignment note: As of 5/31/2025, no Independent Director (or immediate family) owned securities of NBIA, any principal underwriter, or affiliates (excludes registered funds) .

Insider Trades (Form 4)

Governance Assessment

• Strengths:

  • Independent Director with deep audit/financial reporting expertise from PwC; CPA with advanced accounting degree .
  • Elevated committee responsibilities: Vice Chair of Closed-End Funds Committee and Contract Review Committee, both of which met seven times in FY 2024—key levers for discount mitigation, contract oversight, advisor reviews, and shareholder value actions .
  • Board led by an Independent Chair; all Directors attended ≥75% of Board/committee meetings; independent executive sessions held .
  • No related-party transactions or NBIA/underwriter security ownership by Independent Directors (reduces conflicts) .

• Watch items / potential red flags:

  • Ownership alignment: Smith reported “None” for NBXG share ownership as of 5/31/2025, which may be viewed as limited “skin in the game” for a closed-end fund where directors oversee discount mitigation and capital actions .
  • Not designated an Audit Committee financial expert (not a red flag per se given his CPA background, but the formal SEC “financial expert” designations reside with Cosgrove, Goss, McLean) .
  • The Funds do not have a standing compensation committee (Governance & Nominating handles independent director compensation), which some investors monitor for governance best practices consistency .

• Context affecting investor confidence:

  • Concentrated shareholder base includes activist Saba Capital (9.69% of NBXG as of 3/7/2025) and other significant holders, increasing focus on discount management and governance responsiveness. Smith’s Vice Chair role on the Closed-End Funds Committee is particularly relevant in this environment .
  • Board/committees explicitly reference actions historically used to enhance investor value (distribution policy, tenders, leverage structure, strategy changes), aligning with oversight responsibilities of the committees where Smith is Vice Chair .

Appendix: Additional Reference Metrics

• Board meetings FY 2024: 4 .
• Committee meetings FY 2024: Audit 7; Closed-End Funds 7; Contract Review 7; Ethics & Compliance 4; Governance & Nominating 4; Investment Performance 4; Executive 0 .
• Auditor: Ernst & Young LLP; fees and independence oversight summarized in proxy; no conflicts noted .

All citations: .