Tom D. Seip
About Tom D. Seip
Independent Chair and Director (born 1950), serving on NBXG’s board since 2021; previously Lead Independent Director (2006–2008) and Chair of the Board since 2008 across the Neuberger Berman fund complex. Senior financial services executive with prior roles at Charles Schwab, CEO of Westaff, and managing member of a private investment vehicle; experienced fund director and asset management board member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Charles Schwab Corporation / Charles Schwab affiliates | Senior Executive; CEO, Charles Schwab Investment Management, Inc.; EVP, Retail Brokerage; Trustee, Schwab Family of Funds and Schwab Investments | 1983–1998; trustee/director roles 1997–1998 | Led investment management unit; retail brokerage leadership; fund governance experience |
| Westaff, Inc. | President & CEO | May 2001–Jan 2002 | Temporary staffing industry leadership |
| Ridgefield Farm LLC (private investment vehicle) | Managing Member | 2004–2016 | Private investment management |
| Forward Management, Inc. (asset management) | Director | 1999–2006 | Asset management board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Maryland, Shore Regional Health System | Trustee | Since 2020 | Health system governance |
| H&R Block, Inc. | Director; Chair, Compensation Committee; Chair, Governance & Nominating Committee | 2001–2018; Compensation Chair 2006–2010; Governance Chair 2011–2015 | Oversight of executive pay and board governance at a public company |
| Talbot Hospice Inc. | Director | 2013–2016 | Non-profit governance |
| Forward Management, Inc. | Director | 1999–2006 | Asset management governance |
Board Governance
- Independence and leadership: Independent Chair of the Boards; responsibilities include agenda setting, presiding meetings, liaison with management, and primary board communications .
- Committee assignments:
- Executive Committee: Chair (acts in emergencies when full board quorum not available; no additional compensation for this chair role) .
- Ethics & Compliance Committee: Member (oversight of CCO, Code of Ethics, compliance risk framework, trading execution quality, and certain compliance reports) .
- Governance & Nominating Committee: Member; committee evaluates board structure, nominations, and independent director compensation recommendations .
- Investment Performance Committee: Member (all directors are members) .
- Audit/Closed-End/Contract Review Committees: Not listed as a member; financial experts identified on Audit Committee are other directors .
- Attendance: Board met four times in FY 2024; each director attended at least 75% of board and applicable committee meetings; no director attended the 2024 annual meeting (no attendance policy) .
- Retirement policy: Directors generally retire by the end of the year in which they reach age 77 .
Fixed Compensation
| Component | Terms | Effective Date |
|---|---|---|
| Annual retainer (Independent Directors and non-employee “interested” directors) | $200,000, paid quarterly | Jan 1, 2024 |
| Per regular meeting attended (in person or by phone) | $17,500 | Jan 1, 2024 |
| Committee Chair stipends | $25,000 per year; Contract Review Committee Chair $35,000; Executive Committee Chair receives no additional compensation | Jan 1, 2025 |
| Board Chair premium (Independent Director) | Additional $90,000 per year | Jan 1, 2024 |
| Reimbursement | Travel and out-of-pocket expenses | Ongoing |
| Director | Aggregate Compensation from NBXG for FY ended Oct 31, 2024 | Total Compensation from Neuberger Berman fund complex (CY 2024) |
|---|---|---|
| Tom D. Seip (Chair) | $14,641 | $360,000 |
Performance Compensation
- No performance-based pay elements for directors are disclosed; compensation consists of cash retainer, meeting fees, and chair stipends. No equity awards, options, or TSR/financial performance metrics tied to director compensation are described in the proxy .
| Performance Component | Detail |
|---|---|
| Equity awards (RSUs/PSUs), options | None disclosed for directors |
| Bonuses/variable pay tied to metrics | None disclosed for directors |
| Clawbacks, change-in-control, severance | Not applicable to directors; none disclosed |
Other Directorships & Interlocks
| Company | Current Public Board? | Interlocks/Overlap with NBXG |
|---|---|---|
| H&R Block, Inc. | No (service ended 2018) | None disclosed; prior committee leadership noted |
| Forward Management, Inc. | No (service ended 2006) | None disclosed |
| University of Maryland, Shore Regional Health System | Not a public issuer | None disclosed |
| Talbot Hospice Inc. | Not a public issuer | None disclosed |
- No related-party transactions or shared directorships with NBXG’s manager/service providers are disclosed for Independent Directors; as of May 31, 2025, Independent Directors and immediate family members did not own securities of NBIA, principal underwriters, or their controlled entities .
Expertise & Qualifications
- Extensive financial services leadership: CEO and director roles in mutual fund and brokerage businesses; asset management board experience .
- Prior governance leadership: Independent Chair/Lead Independent Director; committee leadership experience at H&R Block in compensation and governance .
- Compliance and risk oversight exposure via Ethics & Compliance and Governance & Nominating committees; broad closed-end/mutual fund governance familiarity .
Equity Ownership
| Holder | NBH Dollar Range | NBXG Dollar Range | Aggregate Dollar Range in Neuberger Berman registered funds |
|---|---|---|---|
| Tom D. Seip | None | None | Over $100,000 |
- Directors and officers, in aggregate, owned less than 1% of each class of NBXG’s outstanding shares as of May 31, 2025 .
Governance Assessment
- Strengths: Independent Board Chair with deep financial services background; active committee participation (Ethics & Compliance, Governance & Nominating, Executive, Investment Performance); board and committees met regularly (Audit/Closed-End/Contract Review met seven times; Governance and Ethics met four), with all directors meeting the ≥75% attendance threshold, supporting effective oversight and continuity .
- Alignment: Seip holds no NBXG shares personally (dollar range “None”), though he reports “Over $100,000” aggregate holdings across the registered fund complex, suggesting some economic exposure to fund governance outcomes without direct NBXG ownership; directors and officers collectively hold <1% of NBXG, limiting potential alignment through personal stakes .
- Compensation structure: Purely cash-based (retainer, meeting fees, chair stipends), with added Board Chair premium; committee chair stipends introduced/confirmed effective Jan 1, 2025. Absence of equity-linked director pay reduces potential conflicts tied to short-term share performance but also limits direct stock-linked alignment for NBXG specifically .
- Conflicts/related party: No related-party transactions or holdings in NBIA/underwriters by Independent Directors disclosed; Independent Directors meet outside management and rely on independent counsel, mitigating conflicts .
- RED FLAGS: Lack of personal NBXG share ownership by Seip (“None”) may be viewed as a modest alignment gap; however, no pledging/hedging, RPT, or attendance concerns are disclosed, and overall governance practices (independent chair, committee coverage, regular meetings) appear robust .