Michael J. Cosgrove
About Michael J. Cosgrove
Independent director of NBXG; born 1949. Director since 2021 at NBXG (and since 2015 at NBH) with extensive asset management leadership experience, including President, CEO and CFO roles at GE Asset Management; currently President of Carragh Consulting USA (since 2014). Oversees 51 funds in the Neuberger Berman complex and is designated an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Asset Management | President, Mutual Funds & Global Investment Programs | 2011–2014 | Led mutual fund product development and distribution . |
| GE Asset Management | President & CEO, Mutual Funds & Intermediary Business | 2007–2011 | Oversaw intermediary channel strategy . |
| GE Asset Management | President, Institutional Sales & Marketing | 1998–2007 | Led institutional distribution and marketing . |
| GE Asset Management / GE Company | CFO (GE Asset Mgmt.) and Deputy Treasurer (GE Company) | 1988–1993 | Senior finance leadership; treasury responsibilities . |
| Carragh Consulting USA | President | 2014–present | Advisory in asset management . |
| GE-affiliated boards (GE Investments Funds; GE Institutional Funds; GE Asset Mgmt.; Elfun Trusts; GE Pension & Benefit Plans) | Director/Trustee | 1988–2014 (various) | Governance of investment entities and benefit plans . |
| Investment Company Institute | Board of Governors | Prior service | Industry policy involvement . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Burke Neurological Institute | Advisory Board Member | Since 2021 | Non-profit advisory role . |
| St. Pius X (Parish) | Parish Councilor (since 2021); Treasurer (since 2020) | Since 2020–2021 | Community governance . |
| America Press, Inc. | Director | 2015–2021 | Not-for-profit publisher . |
| Fordham University | Director | 2001–2018 | University board role . |
| The Gabelli Go Anywhere Trust | Director | Jun 2015–Jun 2016 | Public closed-end fund directorship (prior) . |
| Skin Cancer Foundation | Director | 2006–2015 | Non-profit . |
Board Governance
- Independence: Classified as an Independent Director; not an “interested person” under the 1940 Act .
- Committee leadership and memberships (FY 2024):
- Audit Committee Chair; designated financial expert. Members: Cosgrove (Chair), Goss (Vice Chair), McLean, Nakasone. Met 7 times .
- Contract Review Committee member; met 7 times .
- Executive Committee member; did not meet in FY 2024 .
- Investment Performance Committee member (all directors); met 4 times .
- Not a member of Closed-End Funds Committee (Gary Chair; met 7 times) or Ethics & Compliance Committee (Kaplan Chair; met 4 times) or Governance & Nominating (Goss Chair; met 4 times) .
- Attendance: Board met 4 times; each director attended at least 75% of Board and applicable committee meetings during FY 2024 .
- Annual meeting attendance: No policy to attend; none of the Board members attended the 2024 Annual Meeting of Stockholders .
| Committee | Role | FY 2024 Meetings |
|---|---|---|
| Audit | Chair; financial expert | 7 |
| Contract Review | Member | 7 |
| Executive | Member | 0 |
| Investment Performance | Member (all directors) | 4 |
Fixed Compensation
- Structure (effective Jan 1, 2024 and updated chair fees Jan 1, 2025):
- Annual retainer: $200,000 (paid quarterly) .
- Per regularly scheduled meeting: $17,500 .
- Committee Chair stipends: Contract Review Chair $35,000; other committee Chairs $25,000; Executive Committee Chair $0 .
- Board Chair additional: $90,000 .
- No pension/retirement plan; travel reimbursed; allocation across funds deemed reasonable .
| Metric | CY 2021 | CY 2022 | CY 2024 |
|---|---|---|---|
| Total compensation from NB registered investment companies (Cosgrove) | $240,000 | $260,000 | $295,000 |
| Aggregate compensation from NBXG (FY ended 10/31/2024) | — | — | $12,107 |
Compensation policy trend:
- Retainer increased from $160,000 (pre-2022) to $180,000 (2022), then to $200,000 (2024); per-meeting increased from $15,000 to $17,500; Chair stipends increased in 2025 (Audit Chair now $25,000 vs $20,000 previously) .
Performance Compensation
- No performance-based components disclosed for directors (no bonuses, PSUs/RSUs, options, or TSR/financial metrics). Compensation is fixed retainer plus meeting/Chair fees; no equity awards are reported for directors in the NB funds’ proxy .
Other Directorships & Interlocks
- Current public company boards: None disclosed outside NB fund complex .
- Prior public company board: The Gabelli Go Anywhere Trust (closed-end fund) in 2015–2016 .
- Not-for-profit and academic boards as listed above; no disclosed interlocks with NBXG’s manager, underwriter, or service providers (Independent Directors and immediate family members do not own securities of NBIA or principal underwriters) .
Expertise & Qualifications
- Asset management C-suite experience (President/CEO/CFO roles), institutional sales and product development, and treasury/finance background; designated audit committee financial expert .
- Multi-fund governance experience across 51 funds in the complex, including oversight of valuation policy, audit quality, and contract reviews .
Equity Ownership
| As of | NBXG Shares Owned | Ownership Range (NBXG) | % of Shares Outstanding | Aggregate $ Range across NB funds |
|---|---|---|---|---|
| May 31, 2025 | 1,000 | $10,001–$50,000 | <1% | Over $100,000 |
- Independent Directors and immediate family members do not own securities of NBIA, principal underwriters, or affiliates (excluding registered investment companies) .
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with financial expert designation; consistent attendance; significant prior asset management leadership; deep familiarity with closed-end fund governance and valuation oversight .
- Alignment: Owns 1,000 NBXG shares (<1%); aggregate NB fund holdings >$100k, but director compensation is entirely cash-based—no equity grants, limiting direct equity alignment at NBXG .
- Compensation signals: Rising retainer and Chair stipends reflect increased time commitments, particularly in audit oversight; no performance-linked pay that could misalign incentives with fund outcomes .
- Engagement watchpoints: No annual meeting attendance by directors in 2024 (no policy to attend), which can be perceived as lower visible engagement though typical for fund boards; Executive Committee did not meet in FY 2024 (not unusual) .
- Conflicts/related parties: No disclosed related-party transactions; Independent Directors (including Cosgrove) and immediate family members do not hold NBIA/underwriter securities—low apparent conflict risk .
RED FLAGS: Limited NBXG share ownership (1,000 shares) reduces personal economic alignment; lack of annual meeting attendance policy and 2024 non-attendance may be viewed negatively by some governance-focused investors .
Notes on Coverage
- Latest proxy (DEF 14A) reviewed: June 13, 2025; prior DEF 14A proxies from 2023 and 2022 used for trend analysis .
- No Item 5.07 8-K director election filings were returned for NBXG in available document listings; governance and election details captured via DEF 14A .