Tom Seip
About Tom D. Seip
Independent Chair of the Board for Neuberger Berman High Yield Strategies Fund Inc. (NHS); born 1950; Director at NHS since 2006 and Independent Chair since 2008 (Lead Independent Director 2006–2008). Former senior executive at The Charles Schwab Corporation and former President/CEO of Westaff, Inc.; extensive fund governance tenure across Neuberger Berman closed-end funds and the broader fund complex (oversees 50 funds) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Charles Schwab Corporation | Senior Executive; CEO, Charles Schwab Investment Management, Inc.; EVP-Retail Brokerage | 1983–1998 (CEO/EVP dates within) | Oversaw mutual funds and brokerage; trustee of Schwab Family of Funds and Schwab Investments (1997–1998) . |
| Westaff, Inc. | President and CEO | May 2001–Jan 2002 | Led temporary staffing company . |
| Ridgefield Farm LLC | Managing Member (private investment vehicle) | 2004–2016 | Managed private investment partnership . |
| Forward Management, Inc. | Director | 1999–2006 | Asset management governance oversight . |
| H&R Block, Inc. | Director; Chair, Governance & Nominating Committee; Chair, Compensation Committee | Director 2001–2018; Gov/Nom Chair 2011–2015; Comp Chair 2006–2010 | Led key governance and pay oversight committees . |
| Talbot Hospice Inc. | Director | 2013–2016 | Non-profit governance . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Maryland, Shore Regional Health System | Trustee | Since 2020 | Current non-profit healthcare trustee . |
| H&R Block, Inc. | Director | 2001–2018 | Former public company directorship; no current interlock with NBIA disclosed . |
| Forward Management, Inc. | Director | 1999–2006 | Former asset management director . |
| Talbot Hospice Inc. | Director | 2013–2016 | Former non-profit director . |
Board Governance
| Governance Area | Detail | FY2024 Meeting Cadence |
|---|---|---|
| Board leadership | Independent Chair of the Board (Seip); Independent Chair role includes agenda-setting, presiding, liaison to management; independent directors meet in executive session with independent counsel . | Board met 4 times; each Director attended at least 75% of Board and committee meetings on which they served . |
| Audit Committee | Members: Cosgrove (Chair), Goss (Vice Chair), McLean, Nakasone; all independent; Seip is not a member. Audit Committee met 7 times; several members designated “financial experts” . | 7 . |
| Ethics & Compliance Committee | Members: Kaplan (Chair), Knetter (Vice Chair), Gary, Seip (member) . | 4 . |
| Governance & Nominating Committee | Members: Goss (Chair), Nakasone (Vice Chair), Knetter, Seip (member) . | NHS/NRO 5; NML 4 . |
| Closed-End Funds Committee | Members: Gary (Chair), Smith (Vice Chair), Kaplan; Seip is not a member. NHS committee met 8 times; NML/NRO committees met 7 times . | NHS 8; NML/NRO 7 . |
| Executive Committee | Seip (Chair); members include Amato (Vice Chair) and all Directors; Executive Committee did not meet in FY2024 . | 0 . |
| Investment Performance Committee | All Directors are members; Chair Knetter, Vice Chair McLean . | 4 . |
| Independence & conflicts oversight | Governance structure emphasizes independent chair and independent committees; independence from NBIA and affiliates is a key criterion for Board selection . | Ongoing. |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Directors and non-employee “interested” directors) | $200,000 | Paid quarterly; effective Jan 1, 2024 . |
| Per regular meeting fee | $17,500 | In-person or telephonic; special meeting fees determined by Governance & Nominating Committee . |
| Board Chair additional fee | $90,000 | Independent Chair receives additional annual fee . |
| Committee Chair fee (Contract Review) | $35,000 | Effective Jan 1, 2025 . |
| Committee Chair fee (other committees) | $25,000 | Effective Jan 1, 2025; Executive Committee Chair receives no additional compensation . |
| Expense reimbursement | Actuals | Travel and out-of-pocket expenses reimbursed . |
| Pension/retirement plan | None | Funds do not have any pension/retirement plan for Directors . |
| Name and Position | Aggregate Compensation from each Fund other than NML (FY ended Oct 31, 2024) | Aggregate Compensation from NML (FY ended Nov 30, 2024) | Total Compensation from Registered Investment Companies in NB Fund Complex (CY2024) |
|---|---|---|---|
| Tom D. Seip – Chair of the Board and Director | $14,641 | $7,321 | $360,000 |
Performance Compensation
| Element | Disclosure |
|---|---|
| Bonus/target bonus | Not disclosed for Directors; compensation comprises retainer, meeting fees, and chair fees . |
| Equity awards (RSUs/PSUs/options) | Not disclosed in the Director compensation section; no equity or performance awards described for Directors . |
| Performance metrics (revenue/EBITDA/TSR/ESG) | Not disclosed for Directors; no performance-based pay structure described . |
| Clawbacks/COC/severance | Not disclosed for Directors in the proxy materials cited . |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| H&R Block, Inc. | Director (2001–2018); Gov/Nom Chair; Comp Chair | Prior public company service; no disclosed current transactional or governance interlock with NBIA or NHS . |
| Forward Management, Inc. | Director (1999–2006) | Former asset management governance role . |
| University of Maryland, Shore Regional Health System | Trustee (since 2020) | Current non-profit trustee; not a public company interlock . |
Expertise & Qualifications
- Financial services leadership and mutual fund governance experience; ex-CEO of Schwab Investment Management, EVP Retail Brokerage; former CEO of Westaff; prior asset management directorship; long-standing Independent Chair/Lead Independent Director in Neuberger Berman fund complex .
- Demonstrated committee leadership at H&R Block (Compensation; Governance & Nominating), indicating deep pay governance and nominating oversight experience .
- Extensive oversight across closed-end and open-end fund operations (oversees 50 funds) .
Equity Ownership
| Fund | Dollar Range of Equity Securities Owned (as of July 31, 2025) |
|---|---|
| NHS | None |
| NML | None |
| NRO | None |
| Aggregate across all registered investment companies in Neuberger Berman family | Over $100,000 |
- Independence alignment: As of July 31, 2025, to the Funds’ knowledge, no Independent Director or immediate family member owned securities of NBIA, any principal underwriter, or entities controlling/controlled by/under common control with NBIA or any principal underwriter .
Governance Assessment
- Board effectiveness: Independent Board Chair since 2008; member of Ethics & Compliance and Governance & Nominating; chairs Executive Committee (which did not meet in FY2024); participates in Investment Performance oversight—consistent with robust independent oversight structure .
- Independence & tenure: Independent director with long tenure (Director since 2006), which some investors may view as an independence consideration; however, structure includes regular executive sessions with independent counsel .
- Attendance & engagement: Each Director, including Seip, attended at least 75% of Board and applicable committee meetings in FY2024; note that none of the Board members attended the 2024 Annual Meeting of Stockholders, which some investors consider a negative engagement signal .
- Compensation mix: All cash—retainer, meeting fees, and chair fees; no performance-linked metrics or equity awards disclosed; Board lacks a standing compensation committee (compensation recommendations are made by Governance & Nominating), which may reduce specialized pay oversight but is disclosed policy for these funds .
- Ownership alignment: No direct NHS/NML/NRO holdings as of July 31, 2025; aggregate holdings across NB registered investment companies exceed $100,000; absence of fund-specific ownership can be viewed as reduced “skin-in-the-game” alignment for this specific fund .
RED FLAGS
- No NHS share ownership as of July 31, 2025 (alignment concern for fund-specific oversight) .
- Long tenure (since 2006) may be viewed by some as an independence consideration in governance assessments .
- No Director attendance at the 2024 Annual Meeting of Stockholders (engagement signal) .