Arthur Laby
About Arthur B. Laby
Arthur B. Laby (age 62 as of October 14, 2025) is an Independent Director of Japan Smaller Capitalization Fund, Inc. (JOF) and serves as Chair of the Nominating Committee. He brings substantial regulatory and governance expertise from academia and prior SEC service; he was Vice Dean at Rutgers Law School (since 2023), Co-Director of the Rutgers Center for Corporate Law and Governance (since 2015), Professor of Law at Rutgers (since 2011), and previously Assistant General Counsel at the U.S. Securities and Exchange Commission (2001–2005). He is not an “interested person” under the Investment Company Act and stands for one-year terms subject to annual shareholder elections.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rutgers Law School | Vice Dean | Since 2023 | Academic leadership in corporate law and governance |
| Rutgers Center for Corporate Law and Governance | Co-Director | Since 2015 | Governance research and program leadership |
| Rutgers Law School | Professor of Law; Associate Professor | Professor since 2011; Associate 2006–2011 | Teaching and scholarship in securities/corporate law |
| U.S. Securities and Exchange Commission | Assistant General Counsel | 2001–2005 | SEC regulatory and legal experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rutgers Law School | Vice Dean | Since 2023 | Senior academic administration |
| Rutgers Center for Corporate Law and Governance | Co-Director | Since 2015 | Co-leads governance center |
| Rutgers Law School | Professor of Law | Since 2011 | Corporate/securities law expertise |
Board Governance
- Committee assignments: All Independent Directors serve on the Audit, Nominating, and Governance & Compliance Committees; Laby is Chair of the Nominating Committee.
- Independence: Not an “interested person” of the Fund; all standing committees consist solely of Independent Directors under NYSE standards.
- Attendance: Current Directors attended at least 75% of Board and Committee meetings in FY ended February 28, 2025.
- Meeting engagement: All Directors then in office attended the 2024 Annual Meeting; committee charters are publicly available.
- Term and tenure: Directors serve one-year terms and stand for annual election; Laby was nominated in 2024 and is serving in 2025.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Director) | $30,000 | Paid to each Independent Director not affiliated with the Manager |
| Meeting fee (in-person/virtual) | $3,300 per meeting | Applies to in-person or virtually held meetings |
| Meeting fee (telephonic) | $2,200 per meeting | Applies to telephonic meetings |
| Chair fee – Nominating Committee | $2,500 per year | Chair-specific incremental fee (Laby is Chair) |
| Pension/retirement benefits | $0 | No pension or retirement benefits accrued |
| Aggregate compensation received – FY ended Feb 28, 2025 | $6,600 | Actual paid from the Fund to Laby |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed | Proxy describes only cash retainers/meeting/chair fees, no equity grants |
| Options awards | Not disclosed | No option awards disclosed in director compensation |
| Bonus/Performance metrics | Not disclosed | No director bonus or performance metrics disclosed |
| Clawbacks/COC provisions | Not disclosed | No director-specific clawbacks or COC terms disclosed in proxy |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None | — | — | No other public company directorships disclosed |
Expertise & Qualifications
- Regulatory and markets expertise: Prior Assistant General Counsel at the SEC, bringing deep securities regulation experience.
- Corporate governance leadership: Vice Dean and Co-Director at Rutgers, indicating strong governance and oversight capabilities.
- Academic credentials: Long-standing Professor of Law focused on corporate and financial market topics.
Equity Ownership
| Holder | Dollar Range in JOF | Fund Complex Aggregate Dollar Range | Ownership Concentration Context |
|---|---|---|---|
| Arthur B. Laby | $10,001–$50,000 | $10,001–$50,000 | Directors/officers as a group owned <1% of outstanding shares as of 9/26/2025 |
| Prior year (as of 9/26/2024) | None | None | Laby reported no holdings in prior year |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance – FY ended Feb 28, 2025 | Fund believes all directors complied with reporting requirements |
| Prior year note | A Form 4 for a Director (unnamed) was filed late due to delay in generating filing codes |
Governance Assessment
- Independence and committee leadership: Laby enhances board independence as an Independent Director and Nominating Committee Chair, directly influencing board composition, independence standards, and director qualification criteria.
- Attendance and engagement: Reported compliance with ≥75% attendance in FY2025 and participation in shareholder meetings indicate active engagement.
- Compensation and alignment: Director pay is modest, cash-based, and meeting-linked; Laby’s actual FY2025 compensation was $6,600, and his move from no holdings to a $10k–$50k stake underscores improving ownership alignment without equity-based pay.
- Conflicts and related-party exposure: No other public boards or related-party transactions disclosed for Laby; committees consist solely of Independent Directors, reducing conflict risk.
- Additional context: Concentrated ownership among institutional holders (e.g., Allspring, 1607, Lazard, Saba) suggests external governance pressure; board responsiveness includes accessible committee charters and annual elections.
RED FLAGS: None disclosed specific to Laby; no related-party transactions or equity award repricings; Section 16(a) compliance affirmed in FY2025 (prior year late Form 4 was not attributed to Laby).