Martha Goss
About Martha Clark Goss
Independent Director of Neuberger Berman High Yield Strategies Fund Inc. (NHS); Director since 2007 (also NRO since 2007; NML since 2013). Born 1949, long-tenured investment and risk executive, former CFO (Booz Allen) and senior leader at Prudential (Treasurer; President of investment units; Enterprise Risk Officer). Audit Committee financial expert; currently chairs Governance & Nominating Committee and serves as Audit Committee Vice Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booz-Allen & Hamilton, Inc. | Chief Financial Officer | 1995–1999 | Senior finance leadership |
| Prudential Insurance Company | Treasurer | 1983–1989 | Corporate treasury leadership |
| Prudential Power Funding | President (utility and energy investing) | 1989–1992 | Led investments in electric/gas utilities & alternative energy |
| Prudential Asset Management Company | President | 1992–1994 | Asset management leadership |
| Prudential Insurance | Enterprise Risk Officer | 1994–1995 | Enterprise risk oversight |
| Resources Global Professionals | Consultant | 2002–2006 | Advisory experience |
| Woodhill Enterprises Inc./Chase Hollow Associates LLC | President (personal investment vehicle) | 2006–2020 | Investment management |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| American Water | Director | Since 2003 | Public utility board service |
| Allianz Life of New York | Director | Since 2005 | Insurance board service |
| Museum of American Finance | Director | Since 2013 | Non-profit governance |
| Brown University | Trustee Emerita | Since 1998 | Academic governance |
| Berger Group Holdings, Inc. | Director | 2013–2018 | Engineering consulting (prior) |
| Channel Reinsurance | Non-Executive Chair & Director | 2006–2010 | 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 (prior) |
| Financial Women’s Association of New York | Director | 1987–1996; 2003–2019 | Non-profit leadership (prior) |
| Attensity | Advisory Board Member | 2005–2007 | Software (prior) |
Board Governance
- Structure and independence: Independent Chair of the Board (Tom D. Seip); Independent Directors meet outside management and are advised by independent counsel; Governance & Nominating oversees director compensation recommendations (no standing compensation committee) .
- Committees and roles (FY2024 activity):
- Audit Committee: Vice Chair (Goss); committee met 7 times; Goss designated audit committee financial expert .
- Governance & Nominating Committee: Chair (Goss); NHS Governance & Nominating met 5 times .
- Executive Committee: Member; did not meet in FY2024 .
- Investment Performance Committee: All directors are members; met 4 times .
- Attendance: Boards met 4 times; each Director attended at least 75% of Board and committee meetings; no policy requiring attendance at annual meeting, and none of the Board attended the 2024 Annual Meeting .
Fixed Compensation
- The Boards do not have a standing compensation committee; Governance & Nominating Committees consider and recommend Independent Director compensation to the Boards. Specific director cash/equity retainer amounts are not disclosed in this proxy .
Performance Compensation
| Performance-linked element | Disclosure | Notes |
|---|---|---|
| Director performance metrics tied to pay (e.g., TSR, ESG) | Not disclosed | No performance metrics for director pay identified in proxy |
Other Directorships & Interlocks
- Current public-company board: American Water (since 2003) .
- Additional boards span insurance (Allianz Life of New York), infrastructure/engineering, finance, and academia; no disclosed related-party transactions with NBIA, underwriters, or affiliates for Independent Directors (including immediate family) as of July 31, 2025 .
Expertise & Qualifications
- Financial leadership: Former CFO (Booz Allen), Treasurer and President roles at Prudential; extensive investment, risk, and corporate finance experience .
- Designated Audit Committee financial expert (technical accounting/valuation oversight experience) .
- Broad governance experience across profit and non-profit boards, including five NYSE-listed companies .
Equity Ownership
| As of July 31, 2025 | NRO | NHS | NML | Aggregate across NB registered investment companies |
|---|---|---|---|---|
| Dollar range of equity securities owned | None | None | None | Over $100,000 |
- Independence of holdings: No Independent Director (or immediate family) owned securities of NBIA, principal underwriters, or persons under common control with NBIA, as of July 31, 2025 .
Governance Assessment
-
Strengths:
- Deep finance, risk, and investment background; designated financial expert enhances audit oversight quality .
- Leadership roles (Audit Vice Chair; Governance & Nominating Chair) indicate high engagement in board effectiveness, nominations, and compensation oversight processes .
- Committee activity levels (Audit 7x; Governance & Nominating 5x; Investment Performance 4x) combined with ≥75% attendance suggest consistent participation .
- Independence affirmed; independent Board leadership and regular executive sessions without management .
-
Potential investor-confidence considerations:
- No direct ownership in NHS (and sibling funds NRO, NML) as of July 31, 2025—may signal weaker fund-specific alignment versus aggregate complex exposure; disclosed aggregate >$100,000 across registered investment companies overseen .
- No formal policy on director attendance at annual meetings and none attended in 2024—can be perceived as lower public-facing engagement, though not uncommon in funds .
-
Conflicts/related-party exposure:
- Independent Directors (including Goss) and immediate family did not own NBIA or underwriter securities; no related-party transactions disclosed—low conflict risk based on proxy .
-
Tenure/refresh dynamics:
- Director since 2007 at NHS; fund retirement policy generally requires retirement by end of year in which a director turns 77, providing a defined horizon for succession planning .