Martha C. Goss
About Martha C. Goss
Independent director of NBXG; born 1949; director since 2021 at NBXG (and since 2007 at NBH). Former CFO of Booz Allen Hamilton and senior finance and risk roles at Prudential; designated Audit Committee financial expert. Currently chairs NBXG’s Governance & Nominating Committee and serves as Vice Chair of the Audit Committee. Owns no NBXG shares; aggregate holdings across NB funds are reported as “Over $100,000.”
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Booz-Allen & Hamilton, Inc. | Chief Financial Officer | 1995–1999 | Senior finance oversight |
| Prudential Insurance | Enterprise Risk Officer | 1994–1995 | Enterprise risk management |
| Prudential Asset Management Company | President | 1992–1994 | Investment management leadership |
| Prudential Power Funding | President | 1989–1992 | Investments in utilities and alternative energy |
| Prudential Insurance Company | Treasurer | 1983–1989 | Corporate treasury leadership |
| Resources Global Professionals | Consultant | 2002–2006 | Advisory work |
| Woodhill Enterprises Inc./Chase Hollow Associates LLC | President | 2006–2020 | Personal investment vehicle management |
| Major bank (not named) | Lending officer and credit analyst | Not disclosed | Banking/credit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Water | Director | Since 2003 | NYSE-listed water utility |
| Allianz Life of New York | Director | Since 2005 | Insurance entity |
| Museum of American Finance | Director | Since 2013 | Non-profit |
| Brown University | Trustee Emerita | Since 1998 | University board role |
| Prior: Channel Reinsurance | Non-Executive Chair & Director | 2006–2010 | Financial guaranty reinsurance |
| Prior: Ocwen Financial Corporation | Director | 2005–2010 | Mortgage servicing |
| Prior: Claire’s Stores, Inc. | Director | 2005–2007 | Retail |
| Prior: Parsons Brinckerhoff Inc. | Director | 2007–2010 | Engineering consulting |
| Prior: Bank Leumi | Director | 2005–2007 | Commercial bank |
| Prior: Foster Wheeler Manufacturing | Director | 1994–2004 | Industrial |
| Prior: Dexter Corp. | Director | 1992–2001 | Manufacturing (non-wovens, plastics, medical) |
Board Governance
| Committee | Role | Members (selected) | Meetings (FY2024) |
|---|---|---|---|
| Audit Committee | Vice Chair; Financial Expert | Cosgrove (Chair), Goss (Vice Chair), McLean, Nakasone | 7 |
| Governance & Nominating | Chair | Goss (Chair), Nakasone (Vice Chair), Knetter, Seip | 4 |
| Executive Committee | Member | Seip (Chair), Amato (Vice), Cosgrove, Gary, Goss, Kaplan, Knetter, McLean | 0 (did not meet) |
| Investment Performance | Member (all directors) | Knetter (Chair), McLean (Vice Chair), all directors | 4 |
| Closed-End Funds | Not a member | Gary (Chair), Smith (Vice), Kaplan | 7 |
| Contract Review | Not a member | McLean (Chair), Smith (Vice), Cosgrove, Gary | 7 |
- Independence: Classified as Independent Director; Board chairs are independent.
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; Boards met 4 times in FY2024.
- Annual meeting attendance: The Funds have no attendance policy; no Board members attended the 2024 Annual Meeting.
- Term structure: NBXG Board is staggered; Goss nominated as Class I director with term expiring in 2027 (subject to election). Retirement policy generally calls for retirement by end of year turning 77.
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual retainer (Independent Directors) | $200,000 | Jan 1, 2024 | Paid quarterly |
| Regular meeting fee | $17,500 per meeting | Jan 1, 2024 | In-person or telephonic |
| Committee Chair fee (Governance, Audit, etc.) | $25,000 per year | Jan 1, 2025 | Contract Review Chair $35,000; Executive Chair $0 |
| Board Chair additional | $90,000 per year | Jan 1, 2024 | Independent Chair |
| Pension/retirement plan | None | N/A | No director pension |
| Pay Recipient | NBXG Aggregate Compensation (FY ended 10/31/2024) | Total Compensation across NB fund complex (CY2024) |
|---|---|---|
| Martha C. Goss | $11,845 | $290,000 |
- No equity compensation (stock/option awards) is disclosed for directors; compensation is cash-based retainers and meeting fees.
Performance Compensation
| Metric | Target/Design | Payout Linkage |
|---|---|---|
| Not applicable | No performance-based metrics disclosed for directors | No variable equity or bonus plans disclosed |
Other Directorships & Interlocks
| Company | Market Status | Role | Possible Interlock with NBXG Holdings |
|---|---|---|---|
| American Water | Public | Director | Not disclosed; monitor for holdings overlap |
| Allianz Life of New York | Private/Insurance | Director | Not disclosed |
| Multiple prior boards (see External Roles) | Mixed | Director/Chair | Historical only |
- No related-party transactions or conflicts disclosed in the proxy regarding Goss.
Expertise & Qualifications
- Designated Audit Committee financial expert; extensive CFO, treasury, investment management, and enterprise risk experience (Prudential; Booz Allen).
- Broad governance background across public and non-profit boards; experience with closed-end fund issues (discount mitigation, leverage, mergers, distribution policy).
Equity Ownership
| As-Of Date | NBXG Dollar Range | NBH Dollar Range | Aggregate Dollar Range across NB Registered Investment Companies |
|---|---|---|---|
| Jul 31, 2023 | None | None | Over $100,000 |
| May 31, 2025 | None | None | Over $100,000 |
- Independent Directors and immediate family members did not own securities of NBIA or affiliates (excluding registered investment companies) as of May 31, 2025.
- Directors and officers collectively owned less than 1% of each class of NBXG shares as of May 31, 2025.
Compensation Structure Analysis
| Metric | 2022 | 2024 |
|---|---|---|
| Total comp across NB fund complex (Goss) | $255,000 | $290,000 |
| Annual retainer policy | $180,000 (effective 2022) | $200,000 (effective 2024) |
| Regular meeting fee | $15,000 | $17,500 |
- Shift toward higher fixed cash: retainer increased to $200k and meeting fees to $17.5k starting 2024; committee chair fees standardized in 2025 ($25k) indicating emphasis on committee leadership time rather than equity or performance pay.
Insider Trades
| Date Range | Person | Result |
|---|---|---|
| Jan 1, 2024 – Nov 20, 2025 | Martha C. Goss | No Form 4 insider trades found (insider-trades skill query) |
Governance Assessment
- Strengths: Deep finance and risk credentials; Audit Committee financial expert; leadership as Governance & Nominating Chair; consistent committee activity (Audit 7 mtgs; Governance 4; IPC 4) and at least 75% attendance—supports board effectiveness.
- Alignment caution: Reports “None” owned in NBXG; aggregate NB family holdings “Over $100,000,” but absence of direct NBXG ownership may weaken skin-in-the-game optics. Consider encouraging modest NBXG ownership to signal alignment.
- Structure/independence: Independent director; Board led by independent Chair; independent committee compositions across audit/compliance/closed-end issues reduce conflict risk.
- Engagement optics: No policy on annual meeting attendance and board did not attend 2024 annual meeting; minor optics issue but common for funds.
- External context: Elevated activist ownership (Saba 9.69% of NBXG as of Mar 7, 2025) raises governance pressure; as Governance Chair, Goss’s independence and responsiveness to shareholders will be closely watched.
- RED FLAGS: None disclosed regarding related-party transactions, pledging, tax gross-ups, option repricing, or legal proceedings in proxies reviewed.