Nancy Hay
About Nancy Hay
Nancy E. Hay is Secretary of AllianceBernstein Global High Income Fund, Inc. and AllianceBernstein National Municipal Income Fund, Inc. (ticker: AFB), serving since January 2023; she is also Senior Vice President and Counsel of the Adviser (AllianceBernstein L.P.) and Assistant Secretary of AllianceBernstein Investments, Inc., with tenure at the Adviser dating to prior to 2020. She was 52 as of the 2025 proxy statement and 51 as of the 2024 proxy, indicating 20+ years of legal/industry experience and continued service within AB’s fund complex. She serves as the Funds’ agent for service and is an attorney‑in‑fact under a standing power of attorney authorized by the CEO, evidencing delegated authority over SEC filings and related instruments. No individual performance metrics (TSR, revenue or EBITDA linkage) are disclosed for her role in the fund’s filings.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AllianceBernstein L.P. (the Adviser) | Senior Vice President and Counsel | Prior to 2020 – present | Senior legal leadership supporting AB registered funds; oversight of investment company legal and disclosure matters |
| AllianceBernstein Investments, Inc. (ABI) | Assistant Secretary | Prior to 2020 – present | Corporate secretary function supporting AB fund complex governance and filings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external committee roles for Ms. Hay are disclosed in AFB’s proxy materials |
Fixed Compensation
| Item | Disclosure |
|---|---|
| Officer (executive) compensation at AFB | Not disclosed in the DEF 14A; the proxy provides compensation tables for independent directors, not fund officers. Officers (including Secretary) are employees of the Adviser; no salary/bonus/equity detail for Ms. Hay is presented in the fund’s proxy statement |
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Not disclosed | — | — | — | — | — | — |
- The fund’s proxy does not present performance-based incentive metrics or targets for fund officers; only director compensation is tabulated. No PSU/RSU/option grants, vesting schedules, or payout curves are disclosed for Ms. Hay.
Equity Ownership & Alignment
| As-of date | Holder group | Ownership vs. shares outstanding | Notes |
|---|---|---|---|
| Feb 3, 2025 | Directors and officers of each Fund (individually and as a group) | Less than 1% | Indicates limited fund-equity exposure among insiders; no individual ownership breakdown for Ms. Hay is provided |
| Feb 1, 2024 | Directors and officers of each Fund (individually and as a group) | Less than 1% | Consistent with prior year; no pledging or hedging disclosures specific to Ms. Hay are presented |
- Pledging/hedging: No pledging or hedging by Ms. Hay is disclosed in AFB’s filings reviewed.
- Ownership guidelines: No officer stock ownership guidelines or compliance status for Ms. Hay are disclosed in AFB’s proxy.
Employment Terms
| Term | Detail |
|---|---|
| Current officer role | Secretary of both Funds; first elected January 2023 |
| Election/term | Each officer is elected annually by the applicable Fund’s Board |
| Employer | Senior Vice President and Counsel of AllianceBernstein L.P.; Assistant Secretary of ABI |
| Agent for service | Listed as agent for service in AFB’s N‑PX filings |
| Power of Attorney | Named attorney‑in‑fact (with others) under a standing POA signed by CEO Onur Erzan, dated August 15, 2023, authorizing execution of Form N‑2 and related SEC documents |
| Severance / Change‑of‑Control | Not disclosed in AFB’s proxy filings (no employment agreement, severance multiple, CIC trigger or acceleration terms disclosed for fund officers) |
| Clawback / Gross‑ups / Perquisites | Not disclosed for fund officers in the proxy |
Investment Implications
- Alignment and insider signal: With directors and officers as a group owning less than 1% of outstanding shares and no disclosed officer equity awards, Ms. Hay’s compensation and alignment appear tied to the Adviser rather than AFB equity—limiting insider trading signal value for the fund.
- Retention and continuity: Annual officer elections and the standing Power of Attorney (authorizing routine SEC filings) indicate institutionalized process continuity; no disclosed severance/CIC economics suggests low fund‑level retention risk tied to Ms. Hay’s role.
- Governance and compliance: Her dual roles (Secretary; SVP & Counsel at AB) and designation as agent for service reinforce a legal/compliance leadership profile focused on regulatory execution rather than direct portfolio or P&L drivers—implying minimal direct linkage to fund performance metrics (TSR, revenue/EBITDA).
- Data gaps: AFB’s proxy discloses director compensation but not officer pay structures (base, bonus, equity) or ownership specifics for Ms. Hay; absent such disclosures, there is no evidence of officer-level pledging, hedging, or incentive metric design at the fund level to influence trading views.