Nancy J. Floyd Prue
About Nancy J. Floyd Prue
Nancy J. Floyd Prue (age 70) is an independent Managing Trustee of North European Oil Royalty Trust (NRT), serving on the Board since March 15, 2018 and in a non-executive Managing Trustee role since March 13, 2023. She is a Chartered Financial Analyst and an Attorney; she retired from Adams Funds in 2017 after a 35-year career, including serving as President and Senior Portfolio Manager of Adams Natural Resources Fund, specializing in oil and gas investments. She is Vice Chair of the Keswick Multi-Care Board and serves on the Boards of Keswick and Keswick Foundation.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Adams Funds (incl. Adams Natural Resources Fund) | President and Senior Portfolio Manager; member of executive team managing $2.7B across two closed-end funds | Retired 2017; 35-year tenure | Specialized in oil & gas investments; executive leadership of energy-focused closed-end fund |
| National Association of Petroleum Investment Analysts | President; Director | Not disclosed | Industry leadership; petroleum investment analytics network |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Keswick Multi-Care | Non-profit/health services | Vice Chair | Current |
| Keswick | Non-profit/health services | Director | Current |
| Keswick Foundation | Non-profit | Director | Current |
Board Governance
- Independence: All current Trustees, including Ms. Floyd Prue, are independent under NYSE rules.
- Roles: Managing Trustee (non-executive); Audit Committee member; Compensation Committee member; designated audit committee financial expert.
- Committee chairs: Ahron H. Haspel chairs both Audit and Compensation Committees (Ms. Floyd Prue is a member, not chair).
- Meetings and attendance: Trustees met 8 times in fiscal 2024; Audit Committee met 3 times; Compensation Committee met once. All currently serving Trustees attended 100% of Board and committee meetings during their tenure in fiscal 2024. Executive sessions were held without the Managing Director, presided over by the Managing Trustee.
- Anti-hedging/pledging policy: Trustees and covered persons are prohibited from short-term trading (if director/officer), short sales, margin or pledging, hedging, and options trading in Trust securities without prior approval.
- Election outcome (Feb 26, 2025): Re-elected with 1,607,795 votes For and 207,369 Withheld; no broker non-votes recorded.
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Trustee fee (0.2% of gross royalties & interest) | 10,356 | Formula-based per Trust Agreement; each Trustee received same amount for FY2024 |
| Managing Trustee stipend | 40,000 | Additional compensation set by Trustees for Managing Trustee role |
| Total cash compensation | 50,356 | Sum of trustee fee + Managing Trustee stipend |
| Reimbursed out-of-pocket expenses | 0 | Trustees collectively reimbursed $1,314 in FY2024; Ms. Floyd Prue’s line shows $0 |
| Retirement/insurance/personal benefits | None | Trustees do not receive securities, property, retirement or insurance benefits, or personal perquisites |
The trustee fee is variable and tied to gross royalties and interest; each Trustee received $58,334 in FY2023 vs $10,356 in FY2024 under the formula (illustrating variability unrelated to individual performance).
Performance Compensation
| Element | Structure | Metrics | Vesting/Deferral | Notes |
|---|---|---|---|---|
| Equity awards (RSUs/PSUs/options) | None | N/A | N/A | Trustees do not receive securities or property as compensation. |
| Performance-based cash | None (Trustee fees by formula) | Gross royalties & interest (mechanical formula) | N/A | Trustee compensation under Trust Agreement is formulaic, not discretionary; Compensation Committee sets only additional role stipends (e.g., Managing Trustee). |
| Ownership guidelines | Not disclosed for Trustees | N/A | N/A | Trust discloses no formal unit ownership guidelines in Executive Compensation; none disclosed for Trustees. |
| Clawback provisions | Not disclosed | N/A | N/A | No director clawback policy disclosed in proxy. (no citation; not disclosed) |
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|---|
| Keswick Multi-Care | No (non-profit) | Vice Chair | Not disclosed | None disclosed |
| Keswick | No (non-profit) | Director | Not disclosed | None disclosed |
| Keswick Foundation | No (non-profit) | Director | Not disclosed | None disclosed |
| National Association of Petroleum Investment Analysts | No | Former President; Director | Not disclosed | None disclosed |
Compensation Committee interlocks and insider participation: None.
Expertise & Qualifications
- Chartered Financial Analyst and Attorney; designated audit committee financial expert (SEC definition).
- 35 years of professional experience in energy investing; former President/Senior PM of Adams Natural Resources Fund managing $2.7B across two closed-end funds; deep oil & gas sector specialization.
- Leadership roles in industry associations and non-profit boards (Keswick entities; National Association of Petroleum Investment Analysts).
Equity Ownership
| As of Oct 31, 2024 | Units Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Nancy J. Floyd Prue | 7,000 | <1% | Outstanding units: 9,190,590 |
Anti-hedging/pledging policy applies to Trustees and covered persons. No pledging or hedging disclosed for Ms. Floyd Prue.
Governance Assessment
- Board effectiveness and independence: Strong independence posture; separation of Managing Trustee (non-executive) and Managing Director roles; active executive sessions presided over by the Managing Trustee; full attendance and committee engagement.
- Financial oversight: Ms. Floyd Prue serves on the Audit Committee and is designated an audit committee financial expert, supporting robust oversight; auditor transition in 2024 handled via Audit Committee with no disagreements reported.
- Compensation governance: Trustee cash compensation uses a long-standing formula tied to gross royalties/interest; additional role stipends are transparent; no equity or perquisites; no compensation consultants used; no interlocks.
- Shareholder signals: Re-elected with 1,607,795 For votes; say-on-pay (Managing Director) approved 1,457,103 For, 293,090 Against, 64,971 Abstain (indicative of general support for compensation approach given Trust structure).
Potential RED FLAGS / Watch items
- Variable trustee fee tied to gross royalties and interest may create optics of pay variability linked to commodity cycles rather than board workload; however, this formula is embedded in the Trust Agreement and uniformly applied to all Trustees.
- Absence of Governance/Nominating Committee is atypical for corporates; Trustees state Trust Agreement and court orders provide governance framework (contextually aligned with a royalty trust structure).
Supplemental Voting Data
| Proposal (Feb 26, 2025) | For | Withheld/Against | Abstain | Non-votes |
|---|---|---|---|---|
| Election: Nancy J. Floyd Prue | 1,607,795 | 207,369 (withheld) | N/A | 0 |
| Say-on-Pay (Managing Director) | 1,457,103 | 293,090 | 64,971 | 0 |