Paul Nakasone

About Paul M. Nakasone

Independent Director of Neuberger Berman High Yield Strategies Fund Inc. (NHS); Director since 2024. Background includes serving as Director of the National Security Agency (NSA) and Commander of U.S. Cyber Command from 2018–2024, bringing deep organizational leadership and cybersecurity expertise to the Board. Oversees 50 registered investment companies within the Neuberger Berman fund complex; other public company directorships outside the fund complex: none .

Past Roles

External Roles

Board Governance

• Classification: Independent Director; nominated as Class II Director to serve until 2028 if elected .
• Attendance: In fiscal 2024, each Director attended at least 75% of Board and applicable committee meetings; Board met four times .
• Annual meeting attendance: No Board members attended the Funds’ 2024 Annual Meeting of Stockholders .
• Board leadership: Independent Chair of the Board; independent directors meet outside management and use independent counsel; no standing compensation committee (Governance & Nominating handles director compensation recommendations) .
• Committee assignments (FY 2024 schedule and roles):
  • Audit Committee: Member; committee met seven times; Chair Cosgrove, Vice Chair Goss; financial experts designated: Cosgrove, Goss, McLean .
  • Governance & Nominating Committee: Vice Chair; NHS and NRO committees met five times, NML met four times .
  • Investment Performance Committee: Member (all directors are members); met four times .
  • Executive Committee: Not listed as a member; committee did not meet .
  • Closed-End Funds Committee: Not a member; NHS committee met eight times .
  • Contract Review Committee: Not a member; met seven times .

Fixed Compensation

• Structure (effective Jan 1, 2024): Annual retainer $200,000 (paid quarterly) plus $17,500 per regularly scheduled Board meeting attended in-person or by phone; reimbursement of travel/out-of-pocket expenses. Chair of Boards receives additional $90,000; Committee Chairs receive $25,000 per year (Contract Review Chair $35,000 from Jan 1, 2025). No additional compensation for general committee membership .
• Notes: Nakasone became a Fund Director on September 24, 2024, which explains partial-year totals .

Performance Compensation

• No performance-based compensation disclosed for directors (no RSUs/PSUs/options, no TSR/financial/ESG metrics, no equity grants, clawbacks, severance, or change-of-control terms) .
• The Boards do not have a standing compensation committee; Governance & Nominating Committees consider and recommend Independent Director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Nearly four decades of leadership in the U.S. Army/Department of Defense; spearheaded national cybersecurity and intelligence operations (NSA Director; U.S. Cyber Command Commander) .
• Brings cyber risk oversight and organizational management experience relevant to investment company risk frameworks .

Equity Ownership

• Independence reinforcement: As of July 31, 2025, no Independent Director or immediate family members owned securities of NBIA, principal underwriters, or affiliated control persons (excluding registered investment companies) .

Governance Assessment

• Strengths: Clear independence; significant cybersecurity and national security expertise directly relevant to fund risk oversight; active committee roles (Audit; Vice Chair of Governance & Nominating; Investment Performance) with documented meeting cadence and engagement thresholds met (≥75% attendance) .
• Alignment considerations: No personal share ownership in NHS (or NRO/NML) and no aggregate fund complex holdings, limiting “skin-in-the-game”; however, independence norms for mutual fund directors often emphasize freedom from manager affiliations over ownership .
• Compensation design: Entirely cash-based retainer and per-meeting fees; no equity or performance-linked elements; additional pay reserved for Chairs—Nakasone serves as Vice Chair of Governance (no Chair premium) .
• Engagement signal: Board and committee activity is documented; note that no directors attended the 2024 annual stockholder meeting, which may be viewed as a modest engagement gap, though not uncommon for funds .
• RED FLAGS to monitor: Lack of fund share ownership; absence of performance-conditioned pay; ensure ongoing transparency on related-party transactions (none disclosed for Nakasone) and continued ≥75% attendance .

Insider Trades

Notes

• Business address for Directors: 1290 Avenue of the Americas, New York, NY 10104 .
• Independent Chair structure and use of independent legal counsel support board effectiveness and conflict mitigation .