Nancy Yao
About Nancy Yao
Independent Trustee of abrdn National Municipal Income Fund (VFL); serving since the close of business on July 7, 2023. Year of birth: 1972. MBA, Yale School of Management; AB in Diplomacy & World Affairs, Occidental College. Career spans 25+ years across Asia, finance, and governance; current academic roles teaching financial accounting and governance at Yale’s David Geffen School of Drama. External affiliations include the National Committee on U.S.-China Relations (board member) and the Council on Foreign Relations (member) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Goldman Sachs | Finance roles (not further specified) | Not disclosed | Global finance exposure |
| Yale-China Association | Executive/leadership experience (not further specified) | Not disclosed | Nonprofit governance experience |
| CFRA | Research/finance roles (not further specified) | Not disclosed | Financial and research analysis background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| David Geffen School of Drama at Yale University | Assistant Professor (Adjunct) and Assistant Dean | Current | Teaches financial accounting and governance |
| National Committee on U.S.-China Relations | Board Member | Current | U.S.–China policy and governance network |
| Council on Foreign Relations | Member | Current | Foreign policy/geo-economics forum |
Board Governance
- Independence: Classified as an Independent Trustee (not an “interested person” under the 1940 Act) .
- Committee assignments: Member, Audit Committee; Member, Nominating & Corporate Governance Committee. Each standing committee is composed entirely of Independent Trustees and NYSE‑independent .
- Board structure: Board has three Independent Trustees and one Interested Trustee; the Chair is Independent (Todd Reit) .
- Meeting cadence and attendance (FY ended Sep 30, 2024): Board (4), Audit (4), Nominating & Corporate Governance (2); each Trustee attended at least 75% of the aggregate meetings of the Board and committees served .
- Executive sessions: Independent Trustees meet in executive session at least quarterly and retain separate independent counsel .
- Election and support: For 2025, Yao was elected by preferred shareholders (preferred-only vote); reported result showed 990 votes “for.” Preferred shares outstanding were 990 and 100% were voted at the meeting, representing a quorum .
Fixed Compensation
| Component (FY ended Sep 30, 2024) | Amount |
|---|---|
| Aggregate compensation from VFL | $52,500 |
| Total compensation from abrdn Fund Complex | $408,198 |
| Bonus/profit sharing/pension/retirement plans | None; the Fund does not have any such plans |
Note: Officers are paid by the Adviser; trustees (including Yao) receive fees. Committee fee breakdown or retainers not itemized in the excerpted disclosures .
Performance Compensation
| Performance-linked element | Metrics / Terms | Status |
|---|---|---|
| Annual incentive/bonus | N/A | Not provided; Fund states no bonus/profit sharing plans for trustees |
| Equity awards (RSUs/PSUs/options) | N/A | Not disclosed in proxy materials reviewed |
| Clawbacks/COC/severance | N/A | Not disclosed in proxy materials reviewed |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Committees | Notes |
|---|---|---|---|---|
| None | Public company | — | — | Proxy lists no other public company directorships for Yao |
| National Committee on U.S.-China Relations | Nonprofit | Board Member | Not disclosed | External nonprofit board |
| Council on Foreign Relations | Nonprofit | Member | — | External policy organization membership |
Expertise & Qualifications
- Financial and research analysis experience in and covering the Asia region; background in world affairs .
- Academic governance/finance educator (financial accounting and governance) .
- Broad governance perspective via nonprofit board roles and CFR membership .
Equity Ownership
| Holder | Dollar Range in VFL | Aggregate Dollar Range Across abrdn Family |
|---|---|---|
| Nancy Yao | $10,001 — $50,000 | Over $100,000 |
- Aggregate insider ownership: Trustees and officers collectively owned less than 1% of VFL’s outstanding equity securities as of Aug 9, 2025 .
- Conflicts screen: None of the Independent Trustees or their immediate family members owned shares of the Investment Adviser or any entity controlling/controlled by it (other than registered investment companies), as of Aug 9, 2025 .
- Ownership guidelines/pledging/derivatives: Not disclosed in the proxy materials reviewed .
Insider Trades (Section 16)
| Date | Form | Transaction | Shares / Price | Notes |
|---|---|---|---|---|
| — | — | — | — | The Fund reports that all Reporting Persons timely filed required Section 16(a) reports for the fiscal period ended Sep 30, 2024; no specific transactions are detailed in the proxy . |
Governance Assessment
-
Strengths (investor confidence signals)
- Independent Trustee with membership on both key committees (Audit; Nominating & Corporate Governance); committees are fully independent and NYSE‑independent, with quarterly executive sessions and independent counsel support .
- Attendance met or exceeded the 75% threshold; Board and committees maintain regular cadence (4/4/2 meetings in FY 2024) .
- Personal ownership in VFL ($10k–$50k) and over $100k across the abrdn fund family indicate some alignment; no ownership of the Adviser/affiliates by Independent Trustees reduces conflict risk .
- Re-elected by preferred shareholders in 2025; results show 990 votes for Yao (preferred-only vote), consistent with 100% preferred participation at the meeting .
-
Considerations / potential flags to monitor
- Aggregate trustee/officer ownership of VFL is <1%, which can be perceived as modest overall insider alignment at the fund level even though Yao has a personal stake .
- Yao’s total compensation across the abrdn Fund Complex ($408,198) reflects service on multiple registrants (8), which concentrates a meaningful portion of compensation within the complex; independence remains structurally safeguarded under the 1940 Act and NYSE standards, but investors often monitor complex-wide fee reliance for potential soft conflicts .
- Auditor history note: 2023 auditor change tied to adviser change (independence matters); no disagreements or reportable events thereafter. While not linked to Yao personally, it is a broader governance backdrop item for the Board’s oversight environment .
No related-party transactions, equity awards, clawbacks, or ownership guidelines for directors were disclosed in the reviewed proxy materials; no Section 16 filing delinquencies reported for FY 2024 .