Franklyn Smith
About Franklyn E. Smith
Independent Director (Class III) of Neuberger Berman High Yield Strategies Fund Inc. (NYSE American: NHS); born 1961; director since 2023. Former Partner at PricewaterhouseCoopers LLP (1989–2021), CPA (New York) with an advanced degree in public accounting; extensive mutual fund audit experience (primary reporting partner and Market Team leader in PwC’s New York Asset & Wealth Management practice) . Oversees 50 registered investment companies in the Neuberger Berman fund complex; other public company directorships include Zurich American Insurance Company, Zurich American Life Insurance Company, and Zurich American Life Insurance Company of New York (since 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner; Market Team leader and Primary Reporting Partner (NY Asset & Wealth Management Practice) | 1989–2021 | Led reporting for mutual fund clients; 32 years serving financial services—25 years focused on mutual funds |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zurich American Insurance Company | Director | Since 2023 | Board service at major insurance company |
| Zurich American Life Insurance Company | Director | Since 2023 | Board service at life insurance subsidiary |
| Zurich American Life Insurance Company of New York | Director | Since 2023 | Board service at New York life subsidiary |
Board Governance
| Committee | Membership | Role | FY2024 Meetings | Notes |
|---|---|---|---|---|
| Closed-End Funds Committee | Member | Vice Chair | NHS: 8; NML/NRO: 7 | Focused on closed-end fund-specific issues |
| Contract Review Committee | Member | Vice Chair | 7 | Oversees annual advisory/admin contract renewals |
| Investment Performance Committee | Member | Member | 4 | All fund directors are members; performance oversight |
| Audit Committee | Not a member | — | 7 | All-independent; financial expert chairs (Cosgrove, Goss, McLean) |
| Ethics & Compliance Committee | Not a member | — | 4 | Oversees compliance program and Code of Ethics |
| Executive Committee | Not a member | — | 0 | Emergency authority; did not meet in FY2024 |
- Board met 4 times in FY2024; each director attended at least 75% of Board and committee meetings on which they served, indicating baseline engagement .
- Independent Chair of the Board (Tom D. Seip); Independent Directors regularly meet outside management; Governance & Nominating handles director compensation recommendations (no standing compensation committee) .
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual retainer (Independent Directors) | $200,000 | Jan 1, 2024 | Paid quarterly |
| Regular meeting fee (per meeting) | $17,500 | Jan 1, 2024 | In-person or telephonic; special meeting fees determined case-by-case |
| Committee Chair fee (each, except Executive Committee) | $25,000/year | Jan 1, 2025 | Contract Review Chair receives $35,000/year |
| Board Chair (Independent) | +$90,000/year | Jan 1, 2024 | Additional for Board Chair only |
| Pension/retirement plan | None | — | No pension/retirement plan for directors |
| Expense reimbursement | Yes | Ongoing | Travel and out-of-pocket expenses reimbursed |
| Metric | NHS FY2024 ($) | NML FY2024 ($) | NB Fund Complex Total 2024 ($) |
|---|---|---|---|
| Aggregate director compensation — Franklyn E. Smith | $11,054 | $5,527 | $270,000 |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs), options, performance-based pay | Not disclosed | Proxy describes cash retainers/meeting fees; no equity or performance metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Zurich American Insurance Company | Director | No NHS-related transactions disclosed; no NBIA/underwriter securities owned by Independent Directors or their immediate families as of July 31, 2025 |
| Zurich American Life Insurance Company | Director | Same as above |
| Zurich American Life Insurance Company of New York | Director | Same as above |
Expertise & Qualifications
- CPA (New York) with advanced public accounting degree; 32-year tenure at PwC with 25 years focused on mutual funds; senior reporting responsibilities for asset/wealth management clients .
- Oversees 50 funds in the complex; experience across regulated investment company governance .
Equity Ownership
| Fund | Dollar Range Owned (as of July 31, 2025) | Notes |
|---|---|---|
| NHS | None | Directors and officers collectively owned <1% of each class of Fund shares |
| NRO | None | — |
| NML | None | — |
| Aggregate across NB registered investment companies overseen | Over $100,000 | Independent Directors and their immediate families did not own securities of NBIA, principal underwriters, or affiliates (excluding registered funds) |
Governance Assessment
- Independence and conflicts: Smith is an Independent Director (not an “interested person”); Independent Directors and their immediate families held no securities of NBIA, principal underwriters, or their controlled affiliates as of July 31, 2025—reducing related-party exposure .
- Committee influence: Vice Chair roles on Closed-End Funds Committee and Contract Review Committee position him to influence discount mitigation strategy and contract renewals; active committee cadence (NHS Closed-End Funds: 8 meetings; Contract Review: 7) signals engagement .
- Financial oversight coverage: Not on Audit or Ethics & Compliance committees; however, member of Investment Performance Committee (all directors), providing performance and risk dialogue; Audit Committee met 7 times and is staffed with financial experts, mitigating lack of direct audit committee service by Smith .
- Attendance and stockholder engagement: Met at least the 75% attendance threshold; the Board has no policy on director attendance at annual stockholder meetings, and none attended in 2024—neutral-to-negative signal for shareholder engagement practices .
- Compensation alignment: Director pay is cash-based (retainer + meeting fees; chair stipends for chairs only); no equity-based director comp disclosed—limits direct alignment with fund market performance but is typical for RIC governance structures .
RED FLAGS (monitor)
- No NHS share ownership by Smith as of July 31, 2025—potential alignment gap; directors/officers collectively hold <1% of the Fund .
- No policy on annual meeting attendance; none of the Board attended the 2024 meeting—optics risk for investor engagement .
Positive signals
- Clear independence from manager/underwriter securities; structured committee oversight with Independent Chair; robust committee meeting cadence and documented governance processes .