Paul M. Nakasone
About Paul M. Nakasone
Independent director of NBXG since 2024, with nearly four decades of leadership in U.S. national security and cyber operations. He served as Director of the National Security Agency and Commander of U.S. Cyber Command (2018–2024), bringing deep cybersecurity, risk oversight, and organizational management expertise; he oversees 51 funds across the Neuberger Berman fund complex and holds no other outside public-company directorships . The Board met four times in FY 2024, and each director (including Nakasone) attended at least 75% of Board and committee meetings; no directors attended the 2024 annual meeting, a potential investor-relations signal .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Security Agency | Director | 2018–2024 | Led large-scale cyber defense and intelligence operations; advised on geopolitical and cybersecurity matters |
| U.S. Cyber Command | Commander | 2018–2024 | Senior leadership across defense cyber operations; oversight of cyber risk posture |
| Central Security Service | Chief | Not dated | Senior signals intelligence leadership (noted in director qualifications narrative) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | Proxy lists no other directorships outside fund complex |
Board Governance
- Independence: Classified as Independent Director; no independent director or immediate family owned securities of NBIA or its principal underwriter, supporting independence .
- Attendance: Board met four times in FY 2024; each director attended ≥75% of Board and committee meetings .
- Annual meeting engagement: No directors attended the 2024 annual meeting, which may be viewed negatively by some governance-focused investors .
- Board leadership: Independent Chair is Tom D. Seip; Independent Directors regularly meet outside management and are advised by independent legal counsel .
- Committee structure emphasizes conflict oversight and risk management; the Governance & Nominating Committee considers independent director compensation (no separate compensation committee) .
| Committee | Role | FY 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 7 | Committee composed entirely of Independent Directors; Cosgrove (Chair), Goss (Vice Chair), McLean; Nakasone is a member |
| Governance & Nominating Committee | Vice Chair | 4 | Oversees Board structure, nominations, and independent director compensation |
| Investment Performance Committee | Member (all directors) | 4 | Chairs: Knetter (Chair), McLean (Vice Chair) |
| Closed-End Funds Committee | Not a member | 7 | Committee focuses on discount mitigation; Gary (Chair), Smith (Vice Chair), Kaplan |
| Contract Review Committee | Not a member | 7 | Reviews principal contracts; McLean (Chair) |
| Ethics & Compliance Committee | Not a member | 4 | Kaplan (Chair); oversight of Rule 38a-1 program and Code of Ethics |
| Executive Committee | Not a member | 0 | Empowered for emergencies; Seip (Chair) |
Fixed Compensation
| Metric | FY 2024 (NBXG) | CY 2024 (NB Fund Complex) |
|---|---|---|
| Aggregate Compensation (Paul M. Nakasone) | $4,634 | $177,225 |
| Program Terms (Independent Directors) | Amount |
|---|---|
| Annual retainer (paid quarterly) | $200,000 (effective Jan 1, 2024) |
| Regular meeting fee (per meeting) | $17,500 (in-person or telephonic) |
| Committee Chair premium | $25,000/year (effective Jan 1, 2025) |
| Contract Review Committee Chair premium | $35,000/year (effective Jan 1, 2025) |
| Board Chair premium (Independent Chair) | $90,000/year |
| Committee membership fee | None beyond chair premiums |
Note: Nakasone became a Fund Director on September 24, 2024, explaining the prorated compensation figures for FY/CY 2024 .
Performance Compensation
- No performance-based compensation disclosed for directors; proxy describes cash retainers and meeting fees only, with chair premiums and no equity grant disclosures .
- No option awards, PSUs/RSUs, or performance metric-linked pay disclosed for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Outside public-company boards | None |
| Funds overseen in complex | 51 |
| Potential interlocks/conflicts | None disclosed; independent status affirmed; no NBIA/underwriter securities owned by independent directors or immediate family |
Expertise & Qualifications
- Cybersecurity and national security leadership across NSA, U.S. Cyber Command, and the broader Joint Force/Army; experience advising on geopolitical and cybersecurity matters .
- Governance fit: independent mindset emphasized by the Board’s nominating process, seeking integrity, substantive knowledge, and capacity to attend/match workload demands .
Equity Ownership
| Holder | NBH Dollar Range | NBXG Dollar Range | Aggregate Dollar Range Across Neuberger Berman Registered Investment Companies |
|---|---|---|---|
| Paul M. Nakasone | None | None | None |
Directors and officers, in aggregate, owned <1% of each class of the Funds’ outstanding shares as of May 31, 2025 .
Governance Assessment
- Positives: Independent director with strong cyber risk and national security expertise; active roles on Audit and Governance & Nominating (Vice Chair) support board effectiveness and risk oversight . Regular independent sessions and independent counsel strengthen oversight architecture .
- Alignment concerns: No NBXG ownership (None dollar range) reduces “skin-in-the-game”; director pay is entirely cash-based with no disclosed equity component for directors, potentially dampening alignment with NAV discount mitigation objectives .
- Engagement signals: Attendance met minimum threshold (≥75%), but no director attendance at the 2024 annual meeting could be perceived negatively by engagement-focused investors .
- Conflicts: None disclosed; independent directors and immediate families do not own NBIA or principal underwriter securities (reducing related-party risk) . No related-party transactions implicating Nakasone disclosed in the proxy .