Marcia MacHarg

About Marcia L. MacHarg

Marcia L. MacHarg (age 76) is an Independent Director of the Japan Smaller Capitalization Fund, Inc. (JOF) and serves as Chair of the Board; she has served on the Board since 2013 and is currently standing for an additional one-year term through November 2026 as the Board transitions to new leadership . She is Of Counsel at Debevoise & Plimpton LLP (international law firm) since 2013 and previously served as a Partner from 1987–2012, bringing deep investment management legal expertise; she also served as Trustee at Smith College (2014–2022) and Chair of its Audit Committee (2016–2022) . The Board and Nominating Committee explicitly cite her substantial knowledge and judgment in investment management and closed-end funds, and determined she was the best qualified candidate to continue service beyond the standard age guideline as the Board transitions .

Past Roles

External Roles

Board Governance

• Independence: MacHarg is not an “interested person” under the Investment Company Act and is an Independent Director .
• Role: Chair of the Board in 2025; each Independent Director (including MacHarg) is a member of the Audit, Nominating, and Governance & Compliance Committees .
• Committee chairs: Audit—David B. Chemidlin; Nominating—Arthur B. Laby; Governance & Compliance—Paige P. Ouimet; Board Chair—Marcia L. MacHarg .
• Attendance: Current Directors attended at least 75% of Board meetings and Independent Directors attended at least 75% of Committee meetings in FY ended Feb 28, 2025; all directors then in office attended the 2024 Annual Meeting .
• Age policy: Independent Directors may serve up to age 75, with continuation permitted if the Nominating Committee determines ongoing qualification and ability; MacHarg is age 76 and the Nominating Committee determined she should continue for an additional year during leadership transition .
• Committee charters and governance procedures are published in the Literature section of NAM-U.S.A.’s website, reinforcing transparency around roles and oversight .
• Audit oversight: The Board designated an audit committee financial expert (Chemidlin), and the committee executes PCAOB AS 1301 communications, independence reviews, and pre-approval of audit and permitted non-audit services .

Committee Assignments (current)

Fixed Compensation

• Structure: Cash-only program comprising annual retainer, meeting fees, and chair stipends; no pension or retirement benefits accrued .
• Annual retainer: $30,000 for each Independent Director .
• Meeting fees: $3,300 per in-person or virtual meeting; $2,200 per telephonic meeting .
• Chair stipends: Board Chair $10,000; Audit Chair $5,000; Nominating Chair $2,500; Governance & Compliance Chair $2,500 .

Performance Compensation

• No performance-based components, stock awards, options, or disclosed performance metrics tied to director pay in the proxy materials; director compensation is structured as fixed cash retainer and meeting/chair fees .

Other Directorships & Interlocks

Expertise & Qualifications

• Investment management legal expertise: 25 years as Partner and ongoing Of Counsel role at Debevoise & Plimpton LLP .
• Governance and audit experience: Chair of Smith College Audit Committee (2016–2022) and Trustee (2014–2022) .
• Board-recognized credentials: Board highlights MacHarg’s substantial knowledge, expertise, and judgment, particularly in closed-end funds and investment management matters .

Equity Ownership

• Directors and officers as a group owned less than 1% of outstanding shares as of Sep 26, 2025; NAM-U.S.A. also owned less than 1% .
• Section 16(a) compliance: The Fund believes directors, officers, and 10% owners complied with beneficial ownership reporting requirements in FY 2025; a late Form 4 occurred in FY 2024 for an unnamed director due to filing code delay .

Governance Assessment

• Independence and oversight: MacHarg’s status as an Independent Director and Board Chair, combined with membership on all standing Independent Director committees, supports robust oversight and board effectiveness .
• Attendance: At least 75% committee and board meeting attendance by current Directors in FY 2025 and full attendance at the 2024 Annual Meeting indicate acceptable engagement; continued monitoring for full attendance is prudent .
• Age policy exception: Serving beyond the standard age 75 guideline was explicitly approved by the Nominating Committee due to qualifications and Board transition, a transparent deviation that merits monitoring but is supported by stated criteria .
• Pay structure and alignment: Cash-only director compensation with modest chair stipends and meeting fees is standard for closed-end funds; MacHarg’s personal share ownership ($10,001–$50,000) provides some alignment, though directors collectively hold <1% of shares, which limits economic exposure relative to large external holders .
• Governance transparency: Committee charters are publicly available; Audit Committee independence processes and PCAOB-required communications are described, and auditor fee disclosures (including non-audit fees to affiliates) are provided—useful for tracking auditor independence safeguards and related-party exposure through service affiliates .

RED FLAGS / Watchpoints

• Age policy exception: Continued service beyond age 75 requires Nominating Committee judgment; beneficial for continuity, but warrants periodic reassessment of independence and capacity .
• Concentrated ownership: Presence of large holders and recent governance actions around special meeting thresholds suggest heightened activism potential; while not director-specific, it informs the oversight environment in which MacHarg operates .