Nancy Yao

About Nancy Yao

Independent Director of abrdn Emerging Markets ex-China Fund, Inc. (AEF), born 1972; director since 2018. Currently redesignated from Class I to Class III effective at the May 28, 2025 annual meeting to maintain class balance; her Class III term runs until the 2026 annual meeting or until a successor is elected and qualifies . Background includes 25+ years in Asia, finance, and governance; assistant professor adjunct and assistant dean at Yale’s David Geffen School of Drama teaching financial accounting and governance; prior roles at Goldman Sachs, Yale-China Association, and CFRA; MBA (Yale SOM) and AB (Occidental College) . She is an Independent Director under the 1940 Act and NYSE American standards .

Past Roles

External Roles

Board Governance

• Classification and tenure: Director since 2018; redesignated to Class III effective May 28, 2025 with term ending at the 2026 annual meeting .
• Independence: AEF Board currently comprised entirely of Independent Directors; committees are entirely Independent; independence defined by 1940 Act and NYSE American standards .
• Committee memberships: Audit Committee and Nominating & Corporate Governance Committee (denoted by † and ** respectively) .
• Committee chair roles: Audit Committee chaired by C. William Maher; Yao serves as member, not chair .
• Attendance: In FY 2024, each continuing Director attended at least 75% of aggregate Board and committee meetings; Board held five regular meetings; Audit Committee held four; Nominating Committee held one; Independent Directors meet in executive session at least quarterly .
• Board leadership: Chair of the Board is an Independent Director (Mr. Porter) as of the 2025 meeting .

Fixed Compensation

Notes:

• Retainer, committee fees, or meeting fees are not itemized in the proxy; only aggregate cash compensation is disclosed .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Asia, finance, and governance specialist; launched Asia coverage at CFRA; investment banking and policy research experience at Goldman Sachs; governance leadership in non-profits .
• Academic credentials: MBA (Yale School of Management); AB in Diplomacy and World Affairs (Occidental College) .
• Board-stated skills: “financial and research analysis experience in and covering the Asia region and experience in world affairs” .

Equity Ownership

Additional alignment disclosures:

• As of April 1, 2025, none of the Independent Directors or their immediate family members owned shares of the Investment Adviser or affiliates (other than registered investment companies) .
• No director stock ownership guidelines or pledging/hedging policies are disclosed in the 2024/2025 proxies; only dollar-range ownership is provided .

Governance Assessment

• Strengths: Independent director; dual committee membership (Audit; Nominating & Corporate Governance); consistent attendance ≥75%; periodic executive sessions and independent counsel for Independent Directors; Audit Committee charter and independence processes in place (KPMG oversight) .
• Alignment: Personal ownership is positive but modest ($1–$10,000 in AEF; $50,001–$100,000 across abrdn funds). Lack of disclosed director equity grants or ownership guidelines limits “skin-in-the-game” visibility typical in operating companies; closed-end fund boards often use cash retainers .
• Independence and conflicts: No related-party ownership of the Investment Adviser disclosed; committees fully independent; no related-party transactions involving Independent Directors disclosed in proxies .
• Compensation structure: Cash-based, with a YoY increase in aggregate cash from AEF and total complex cash; no performance-linked pay; Fund explicitly discloses no bonus/profit-sharing/pension plans—reduces risk of pay-for-performance mismatches but also limits at-risk alignment .
• Engagement signals: Reclassification to Class III in 2025 to maintain class balance indicates continuity of service; Board structure and annual self-assessment processes suggest governance rigor .

RED FLAGS (none observed in disclosures):

• No Section 16(a) delinquencies reported; timely filings for FY 2023 and FY 2024 .
• No pledging/hedging of AEF stock disclosed; no related-party transactions disclosed with Ms. Yao .
• No equity repricing/modification, tax gross-ups, or parachute provisions disclosed for directors .

Committee Assignments

Director Compensation Detail (AEF + Complex)

Attendance & Engagement

Notes on AEF Share Base

• Shares outstanding: 40,601,424 common shares as of the 2025 record date; used by the Fund for meeting quorums and beneficial owner thresholds .