Nancy Yao

About Nancy Yao

Independent Class III Trustee of abrdn Global Dynamic Dividend Fund (AGD) since 2018; current term expires in 2026. Year of birth: 1972. She is an assistant professor adjunct and assistant dean at the David Geffen School of Drama at Yale University, teaching financial accounting and governance; she brings 25+ years of Asia, finance, and governance experience from Goldman Sachs, Yale‑China Association, and CFRA, and serves as a board member of the National Committee on U.S.-China Relations and is a member of the Council on Foreign Relations. Education: MBA (Yale School of Management) and AB in Diplomacy and World Affairs (Occidental College). She oversees 8 registrants (8 portfolios) across the abrdn fund complex and is disclosed with no other public company directorships outside the complex .

Past Roles

External Roles

Board Governance

• Independence: Independent Trustee; Board comprises five trustees, four independent; Board chair is an independent trustee (P. Gerald Malone) .
• Committees: Member, Audit Committee (chair: John Sievwright, designated “audit committee financial expert”) . Member, Nominating and Corporate Governance Committee (chair: P. Gerald Malone) .
• Meetings and attendance (FY ended Oct 31, 2024): Board held 5 regular meetings; Audit Committee held 2; Nominating Committee held 2; each incumbent director attended at least 75% of aggregate Board and committee meetings on which they served .
• Executive sessions: Independent Trustees meet in executive session at least quarterly; independent legal counsel engaged .
• Trustee annual meeting attendance policy: None established .

Fixed Compensation

Director compensation (FY ended Oct 31, 2024)

Notes:

• Officers of the Funds are compensated by abrdn Inc. or affiliates; no officer compensation paid by the Funds. None of the Funds have any bonus, profit sharing, pension or retirement plans .

Performance Compensation

• No performance-based elements disclosed for Trustees (no annual bonus, equity awards, options, or performance metrics tied to director compensation reported; Funds disclose no bonus/profit sharing/pension plans) .

Other Directorships & Interlocks

Expertise & Qualifications

• Asia, finance, and governance experience; world affairs exposure; financial and research analysis experience, including Asia region coverage .
• Academic governance instruction (financial accounting and governance to graduate students) .
• MBA, Yale School of Management; AB, Occidental College .

Equity Ownership

• Trustee beneficial ownership ranges (as of April 1, 2025):

Additional ownership context:

• Outstanding AGD shares at record date (Apr 7, 2025): 24,865,080.973 .
• Aggregate trustees and officers owned less than 1% of each Fund’s outstanding equity securities (as of Apr 1, 2025) .
• No Independent Trustee or their immediate family members owned shares of the Investment Adviser or Sub‑Adviser or affiliates (as of Apr 1, 2025) .
• Section 16(a) filings: all required reports timely filed for FY ended Oct 31, 2024, based on EDGAR review and representations .

Governance Assessment

• Strengths

  • Independence and active committee roles (Audit; Nominating & Corporate Governance), with regular executive sessions and independent counsel supporting robust oversight .
  • Consistent engagement: Board and committees met regularly (5/2/2), and all incumbents met ≥75% attendance thresholds in FY2024, signaling adequate participation .
  • Academic and analytical expertise in financial accounting/governance and Asia markets adds relevant capabilities to Board deliberations .
  • No external public company boards disclosed, and no adviser/sub‑adviser equity ownership by independent trustees’ families, limiting interlocks/conflicts .
  • Audit Committee pre-approval of auditor services; explicit independence review of KPMG and non‑audit services to adviser/covered providers reinforces audit integrity .

• Watch items / potential red flags

  • Ownership alignment is modest (dollar-range reporting; aggregate trustees/officers <1% of fund equity). While common for closed-end funds, low personal exposure can limit “skin-in-the‑game” alignment .
  • Auditor non‑audit fees billed to the Investment Adviser/Covered Service Providers were significant (e.g., $629,124 in FY2024), though not to the Funds themselves; Audit Committee concluded independence, but investors may monitor for perceived independence risks over time .
  • No disclosed director stock ownership guidelines or performance-linked pay for trustees, reducing formal alignment mechanisms; typical for investment companies but noteworthy for pay‑for‑performance analysis .

• Signals affecting investor confidence

  • Governance structure with super‑majority independent trustees and independent chair supports objective oversight; quarterly executive sessions indicate strong board process .
  • Committee workload and attendance disclosures suggest engaged oversight; Yao’s dual committee membership is a positive engagement signal .
  • Clean Section 16 compliance and explicit auditor independence assessments reduce regulatory/process risk perceptions .

Overall, Nancy Yao’s profile reflects independent status, relevant governance/financial expertise, and steady committee engagement. The primary alignment consideration is modest disclosed ownership, common in the CEF context but worth monitoring alongside any future changes to director compensation policy or ownership guidelines .