David Chemidlin
About David B. Chemidlin
David B. Chemidlin (age 68) is an Independent Director of Japan Smaller Capitalization Fund, Inc. (JOF) and serves as Chair of the Audit Committee. He has been on the Board since 2006 and is designated by the Board as an “audit committee financial expert” and independent under Item 3 of Form N-CSR. His background includes 26+ years as a certified public accountant, Owner/President of AbidesWorks LLC (accounting and business support services) since 2016, Corporate Controller at Advance Magazine Publishers (Conde Nast) from 1995–2016, and Corporate Controller for Sony Music U.S. Group from 1991–1995, working closely with Sony Japan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AbidesWorks LLC | Owner and President | 2016–Present | Accounting and business support services . |
| Advance Magazine Publishers, Inc. (d/b/a Conde Nast) | Corporate Controller | 1995–2016 | Senior finance and accounting leadership . |
| Sony Music U.S. Group | Corporate Controller | 1991–1995 | Worked closely with Sony Japan . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company directorships | None | — | JOF proxy lists “None” for other directorships . |
Board Governance
- Independence: Not an “interested person” of the Fund under the Investment Company Act; Board committees are comprised solely of Independent Directors under NYSE standards .
- Committee assignments: Chair, Audit Committee; Member, Nominating; Member, Governance & Compliance (each Independent Director serves on all three committees) .
- Audit Committee Financial Expert: Designated as “audit committee financial expert” and independent; committee oversees E&Y, audit engagement, AS 1301 communications, independence, and financial reporting processes .
- Attendance: Current Directors attended at least 75% of Board meetings and at least 75% of their committee meetings in FY ended Feb 28, 2025; all Directors then in office attended the 2024 Annual Meeting of Shareholders .
- Tenure and scope: Director since 2006; oversees one registered investment company consisting of one portfolio .
- Board leadership: Chair of the Board is Independent Director Marcia L. MacHarg; Governance & Compliance Committee chaired by Paige P. Ouimet; Nominating Committee chaired by Arthur B. Laby .
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (Independent Directors) | $30,000 | Paid to each Independent Director not affiliated with the Manager . |
| Meeting fees (in-person or virtual) | $3,300 per meeting | Paid per meeting attended . |
| Meeting fees (telephonic) | $2,200 per meeting | Paid per telephonic meeting attended . |
| Committee/Board chair fees | Audit Chair: +$5,000; Nominating Chair: +$2,500; Governance & Compliance Chair: +$2,500; Board Chair: +$10,000 | Chemidlin receives +$5,000 as Audit Chair . |
| Aggregate compensation FY ended 2/28/2025 | $54,800 | Amount paid to Chemidlin (no pension/retirement benefits accrued as Fund expenses) . |
Performance Compensation
- Structure: Director pay is composed of cash retainers and meeting-based fees; the proxy describes these cash-based elements and reports aggregate cash compensation by director. No performance targets, equity awards, or options are described for directors; the proxy also notes no pension or retirement benefits accrued as Fund expenses for directors in FY2025 .
| Performance-linked component | Terms/metrics | Status in proxy |
|---|---|---|
| Annual/Target bonus | Performance metrics (e.g., revenue, EBITDA, TSR) | Not described for directors; compensation disclosure is cash retainers/fees . |
| Stock/Option awards | Grant detail, vesting, performance hurdles | Not described for directors; compensation table reports cash amounts only . |
| Pension/Deferred comp | Accruals or plan balances | “No pension or retirement benefits accrued” for directors as Fund expenses . |
| Clawback / change-in-control terms | Triggers, multiples, vesting | Not described for directors in the proxy . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None . |
| Prior public company boards | Not disclosed in proxy . |
| Committee roles at other issuers | Not applicable given “None” for other public boards . |
| Potential interlocks (competitors/suppliers/customers) | None indicated in proxy disclosures; other directorships “None” . |
Expertise & Qualifications
- CPA with more than 26 years’ experience; finance, accounting, and auditing background .
- Audit Committee Financial Expert designation; independent under Item 3 of Form N-CSR .
- Senior corporate controller roles at Conde Nast (1995–2016) and Sony Music U.S. Group (1991–1995) with cross-border experience tied to Sony Japan .
- Owner/President of an accounting and business support services firm since 2016 .
Equity Ownership
| Holder | Ownership Detail | Notes |
|---|---|---|
| David B. Chemidlin | Dollar range: $10,001–$50,000 | Reported as of Sept 26, 2025 . |
| Directors & officers (group) | Aggregate <1% of outstanding shares | As of Sept 26, 2025 . |
Governance Assessment
- Strengths: Long-standing independent director and Audit Chair with CPA background; designated audit committee financial expert; cash-only director pay structure with modest retainers and meeting-based fees; board and committee attendance met the 75% threshold for FY2025; attended 2024 Annual Meeting .
- Alignment and ownership: Holds $10,001–$50,000 in JOF; directors/officers as a group own <1% of shares—typical for closed-end funds but provides limited economic alignment at the individual level .
- Independence and conflicts: No other public company directorships disclosed (reduces interlocks); not an “interested person” under the 1940 Act; committees comprised solely of Independent Directors .
- Oversight context: Concentrated holders include Allspring (18.5%), 1607 Capital (15%), Lazard (8.12%), and Saba (7.44%), which can increase scrutiny of board effectiveness and audit oversight, elevating the importance of Chemidlin’s Audit Chair role .
RED FLAGS observed in proxy: None specifically identified regarding related-party transactions, pledging, or option repricing. Director compensation is cash-based with no pension accruals as Fund expenses; Section 16(a) compliance reported as satisfied for FY2025 filings .