William C. Kirby
About William C. Kirby
William C. Kirby (age 74) is Chairman of the Board and an Independent Director of The Taiwan Fund, Inc. (TWN) since 2013. He is T. M. Chang Professor of China Studies and Spangler Family Professor of Business Administration at Harvard University, and Chairman of the Harvard China Fund; his scholarship focuses on modern China’s business, economic and political development in an international context . None of TWN’s directors is an “interested person,” confirming his independence status under the Investment Company Act of 1940 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard University | T. M. Chang Professor of China Studies; Spangler Family Professor of Business Administration; Distinguished Service Professor | 2006–present | Leads academic programs; previously Director, John K. Fairbank Center; Dean of Faculty of Arts & Sciences; Chair, Council on East Asian Studies |
| Harvard China Fund | Chairman | 2006–present | Stewardship of Harvard’s China engagement; governance leadership |
| Washington University | Dean of University College; Director of Asian Studies; Director of International Affairs | Pre-1992 | Academic leadership, international programs |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Cabot Corporation (public company) | Director | Listed as “Other Directorships/Trusteeships” in TWN proxy biography |
Board Governance
- Independence: All TWN directors, including Kirby, are independent (not “interested persons”) .
- Attendance: In FY2024 (year ended Aug 31, 2024), all directors attended the 2024 annual meeting, and each attended at least 75% of board and applicable committee meetings; the Board held 4 regular and 1 special meeting .
- Leadership: Kirby is Chairman of the Board (independent chair) .
- Engagement: Committees and meeting cadence below.
| Committee | Members | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Clark; Kirby; Olsen; Rigger | Olsen | 4 regular |
| Nominating | Clark; Kirby; Olsen; Rigger | Rigger | 2 |
| Valuation | Clark; Kirby; Olsen; Rigger | Clark | 1 |
| Discount Management | Clark; Kirby; Olsen; Rigger | Kirby | 2 |
Discount Management oversight is notable for closed‑end funds; Kirby chairs this committee, directly focusing on trading discount vs. NAV .
Fixed Compensation
- Structure (FY2024): Annual fee $30,000 (baseline); $40,000 for Chairman of the Board and for Audit Committee Chair; $6,000 per quarterly Board/Committee meeting; $2,000 for any meetings held on days separate from a quarterly Board meeting .
| Fiscal Year | Role Retainer ($) | Quarterly Meeting Fees ($) | Special/Separate-Day Meeting Fees ($) | Aggregate Compensation ($) |
|---|---|---|---|---|
| FY2022 (ended Aug 31, 2022) | 40,000 (Chair) | 24,000 = 4×$6,000 | 10,000 = 5×$2,000 (5 special board meetings) | 74,000 |
| FY2023 (ended Aug 31, 2023) | 40,000 (Chair) | 24,000 = 4×$6,000 | 4,000 = 2×$2,000 (1 special board + 1 special audit) | 68,000 |
| FY2024 (ended Aug 31, 2024) | 40,000 (Chair) | 24,000 = 4×$6,000 | 2,000 = 1×$2,000 (1 special board) | 66,000 |
- Pension/retirement: Directors did not receive any pension or retirement benefits .
Performance Compensation
- No performance-based pay disclosed for directors. Proxies detail only cash retainers and meeting fees; no equity awards, options, bonuses, severance, change-of-control, or clawbacks for directors are disclosed .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict |
|---|---|---|
| Cabot Corporation | Specialty chemicals | No related-party transactions with TWN’s adviser/affiliates disclosed; no ownership of adviser securities by directors or their immediate family members |
Expertise & Qualifications
- Deep China expertise: Historian of modern China with publications on Chinese business and history; governance roles across Harvard institutions .
- Fund governance: Chairs Discount Management Committee; member of Audit, Nominating, Valuation—experience relevant to closed-end fund operations and risk oversight .
- Academic leadership: Prior dean and program director roles providing policy and oversight discipline .
Equity Ownership
| As of | Dollar Range of Equity Securities in TWN | Aggregate Dollar Range in Fund Complex |
|---|---|---|
| Jan 31, 2023 | $50,001–$100,000 | $50,001–$100,000 (Fund complex = TWN only) |
| Jan 31, 2024 | $50,001–$100,000 | $50,001–$100,000 |
| Jan 31, 2025 | $50,001–$100,000 | $50,001–$100,000 |
- Pledging/hedging: Not disclosed; proxies state no director or immediate family owned securities in the adviser or affiliates (reduces conflict risk) .
- Ownership % of outstanding: Not disclosed (directors report dollar ranges, not share counts) .
Governance Assessment
- Board effectiveness: Independent chair (Kirby), fully independent board, robust committee coverage (Audit, Nominating, Valuation, Discount Management), and consistent attendance thresholds (≥75%) support investor confidence .
- Alignment: Kirby’s repeat holdings ($50k–$100k) and chairing Discount Management (addressing market discount to NAV) indicate meaningful alignment with closed‑end fund shareholders .
- Compensation discipline: Simple, cash-only structure tightly linked to meeting cadence; year-over-year declines in aggregate compensation mirror fewer special meetings—no equity or bonus risk, no pensions, no tax gross-ups or parachutes disclosed .
- Conflicts/related-party: No adviser or affiliate securities owned by directors; no related-party transactions involving Kirby disclosed—low conflict profile .
RED FLAGS
- None identified in the proxies for Kirby: no low attendance, no related-party transactions, no hedging/pledging disclosed, no option repricings or performance metric manipulations—overall low governance risk based on available disclosures .