C. William Maher
About C. William Maher
C. William Maher (Year of Birth: 1961) is an Independent Director of abrdn Emerging Markets ex‑China Fund, Inc. (AEF) and Chair of the Audit Committee. He has served on the AEF board since 2018 and is the Class II nominee for a three‑year term through the 2028 annual meeting . Maher’s background includes senior finance and CEO roles in financial services and asset management, underscoring his fit as audit chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asymmetric Capital Management LLC | Co‑founder | May 2018 – Sept 2020 | Entrepreneurial and investment perspective to board oversight |
| Santa Barbara Tax Products Group | Chief Executive Officer | Oct 2014 – Apr 2016 | Operating leadership in financial services |
| Santa Barbara Tax Products Group | Chief Financial Officer | 2010 – 2014 | CFO experience supports audit committee leadership |
External Roles
| Company/Institution | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other public company boards | None disclosed | — | — |
Board Governance
- Status and tenure: Independent Director since 2018; Class II nominee with term ending 2028 if re‑elected .
- Committee assignments: Chair, Audit Committee; member, Nominating & Corporate Governance Committee (AEF committees comprise only independent directors and satisfy NYSE American independence standards) .
- Board leadership: Independent Chair of the Board is Rahn K. Porter as of the 2025 meeting; previously Steven N. Rappaport served as Chair in 2024 .
- Meeting cadence and executive sessions: Board holds regular quarterly meetings and special meetings as needed; independent directors meet in executive session at least quarterly .
- Attendance and engagement: FY2024—Board held 5 regular meetings; Audit 4; Nominating 1; each continuing director attended at least 75% of Board and committee meetings on which they served . FY2023—Board held 4 regular and 2 special meetings; Audit 2; Nominating 1; each continuing director attended at least 75% .
- Audit oversight: The Audit Committee selects and oversees the independent auditor (KPMG), pre‑approves audit and permissible non‑audit services, and monitors auditor independence; non‑audit fees billed to adviser/affiliates related to other engagements were $629,124 in 2024 and $1,171,994 in 2023; $0 to the Fund itself in both years .
- Director annual meeting attendance policy: AEF has not established a policy requiring director attendance at annual stockholder meetings .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Aggregate compensation from AEF (cash) | $60,000 | $56,400 | $67,275 |
| Total compensation from AEF + abrdn Fund Complex | $60,000 | $116,995 | $308,107 |
Notes: AEF discloses no bonus, profit‑sharing, pension, or retirement plans for directors .
Performance Compensation
- No performance‑based compensation (bonuses, performance shares/options) is disclosed for AEF directors; the Fund states it does not have bonus, profit‑sharing, pension or retirement plans for directors .
- No performance metrics tied to director pay are disclosed in the proxy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Expertise & Qualifications
- Financial services leadership: Former CFO and CEO of Santa Barbara Tax Products Group; co‑founder of Asymmetric Capital Management—all cited by the board as relevant qualifications .
- Audit committee leadership: Serves as Audit Committee Chair; the board highlights his CFO/CEO experience as a key attribute for oversight .
Equity Ownership
| Item | As of | Value |
|---|---|---|
| Beneficial ownership in AEF | Apr 1, 2025 | $50,001 – $100,000 |
| Aggregate across Aberdeen family of funds | Apr 1, 2025 | $50,001 – $100,000 |
| Board/Officer group ownership | Apr 1, 2025 | <1% of outstanding AEF shares |
| Independent Directors’ and immediate family holdings in adviser/affiliates | Apr 1, 2025 | None |
Insider Trades and Section 16 Compliance
| Period | Section 16 Filing Timeliness | Notes |
|---|---|---|
| FY2024 | All officers/directors timely filed, based on Fund review and written representations | Proxy does not enumerate individual Form 4 transactions |
| FY2023 | Reporting persons timely filed, based on Fund review and written representations | Proxy does not enumerate individual Form 4 transactions |
Related‑Party and Conflict Checks
- None of the Independent Directors or their immediate family members owned any shares of the Investment Adviser or its control affiliates as of Apr 1, 2025 .
- Audit Committee pre‑approves all auditor services and reviews independence annually; non‑audit services to adviser/affiliates were disclosed and pre‑approved, with $0 billed to AEF in 2023–2024 .
Compensation Structure Analysis
- Cash‑based pay with no performance elements disclosed; compensation is via fund/complex retainers and fees (no bonus/option/stock award detail provided) .
- Notable change: Total compensation from the Fund Complex increased from $116,995 in 2023 to $308,107 in 2024, suggesting higher cross‑complex board workload, fee rate changes, or both; AEF provides no line‑item breakdown .
Say‑on‑Pay & Shareholder Feedback
- Not applicable to AEF director compensation; no say‑on‑pay votes are disclosed in the proxy statements reviewed .
Governance Assessment
-
Strengths:
- Independent director with CFO/CEO credentials; serves as Audit Committee Chair—a strong fit for financial oversight .
- Committees composed entirely of independent directors; independent Board Chair; executive sessions held at least quarterly .
- Meaningful personal investment in AEF ($50k–$100k), aligning interests with stockholders .
- Section 16 compliance reported as timely in 2023 and 2024—no filing lapses indicated .
-
Watch items:
- Significant YoY increase in total compensation from the abrdn Fund Complex (2023→2024) without detailed component disclosure; continued monitoring warranted for pay‑for‑workload alignment .
- AEF has no policy requiring director attendance at annual meetings—neutral to modestly negative governance signal for investor engagement expectations .
- Concentrated share ownership (e.g., City of London Investment Management ~31.6% as of Feb 28, 2025) may heighten activism dynamics affecting board elections and oversight priorities .
-
Policy horizon:
- Board retirement policy mandates retirement at age 76; applied uniformly to all directors .
RED FLAGS: None evident regarding related‑party transactions, hedging/pledging, option repricings, or attendance shortfalls based on the disclosures reviewed .