Maria Premole
About Maria Premole
Maria R. Premole (age 63) serves as Vice President of Japan Smaller Capitalization Fund, Inc. (the “Fund”) since 2013; she is Executive Director at Nomura Asset Management U.S.A. Inc. (“NAM‑U.S.A.”) since April 2025 and Vice President, Head of Closed‑End Fund Business Development since October 2023 (previously Vice President in the Business Strategy Department from April 2022 to October 2023) . Officers are annually elected by the Board and serve until resignation/removal/disqualification; the proxy does not disclose individual officer compensation, incentive metrics, or equity award details . Insider equity alignment appears limited at the Fund level: as of September 26, 2025, the Directors and officers as a group owned less than 1% of outstanding shares .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| NAM‑U.S.A. | Executive Director | Apr 2025–present | Senior leadership within NAM‑U.S.A.; supports Fund oversight and distribution via adviser platform . |
| NAM‑U.S.A. | VP, Head of Closed‑End Fund Business Development | Oct 2023–present | Leads CEF business development, relevant to discount management, investor outreach, and primary/secondary market support . |
| NAM‑U.S.A. | Vice President, Business Strategy Department | Apr 2022–Oct 2023 | Corporate and product strategy; role connected to fund complex growth and positioning . |
| NAM‑U.S.A. | Vice President | 2013–present | Long‑tenured operating executive supporting the Fund as an officer . |
External Roles
No public company directorships or external board roles for Ms. Premole are disclosed in the Fund’s proxy officer biographies (only principal occupations are listed) .
Fixed Compensation
The proxy discloses compensation only for Directors; it provides no officer‑specific base salary, target bonus, or actual bonus information for Fund officers (who are listed with biographies only) .
| Component | FY disclosure status |
|---|---|
| Base salary | Not disclosed in Fund proxy . |
| Target annual bonus % | Not disclosed in Fund proxy . |
| Actual annual bonus | Not disclosed in Fund proxy . |
| Cash perquisites | Not disclosed in Fund proxy . |
Performance Compensation
No officer‑specific performance incentive plan details (metrics, weightings, targets, payouts) or equity award terms (RSUs/PSUs/options) are disclosed in the Fund proxy for Fund officers .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for Fund officers | — | — | — | — | — |
Equity Ownership & Alignment
- Management/insider ownership: The Directors and officers as a group owned less than 1% of outstanding shares across the most recent three proxies .
| Holder Group | Sep 26, 2023 | Sep 26, 2024 | Sep 26, 2025 |
|---|---|---|---|
| Directors and officers as a group (% of shares outstanding) | <1% | <1% | <1% |
- Concentrated external holders (Record Date 2025): Several >5% shareholders may influence governance and discount dynamics.
| Beneficial Owner | Shares | % of Outstanding |
|---|---|---|
| Allspring Global Investments Holdings, LLC; Allspring Global Investments, LLC; and Allspring Funds Management, LLC | 5,238,656 | 18.5% |
| 1607 Capital Partners, LLC | 4,248,790 | 15.0% |
| Lazard Asset Management LLC | 2,300,838 | 8.12% |
| Saba Capital Management, L.P. | 2,107,952 | 7.44% |
Notes:
- Director‑level individual dollar ranges are disclosed, but officer‑level individual ownership is not broken out; only the group total is provided .
Employment Terms
- Officers are elected annually by the Board and serve until they resign, are removed or are otherwise disqualified to serve .
- The proxy does not disclose employment contracts, severance or change‑of‑control provisions, non‑compete/non‑solicit terms, garden leave, or post‑termination consulting for Fund officers .
Performance & Track Record
- The proxy contains no individual officer track‑record metrics (e.g., TSR during tenure) or performance scorecards tied to Ms. Premole .
- Governance developments relevant to shareholder influence: in 2024, after a 2023 shareholder vote to lower the special‑meeting threshold, the Board amended bylaws to reduce the threshold to 35% (from a majority), reflecting activism pressure in the Fund shareholder base .
Governance and Compliance Signals
- Section 16(a) compliance: the Fund states directors, officers and 10% owners complied with beneficial ownership filing requirements in the latest fiscal year ; in the prior proxy a single director Form 4 was filed late due to filing code issues .
Compensation Structure Analysis
- The proxy does not disclose any officer‑specific cash/equity pay mix, performance metric weightings, or vesting schedules; compensation disclosure is limited to Directors’ fees and committee chair retainers .
- No evidence of repricing, tax gross‑ups, clawbacks, or pledging/hedging policies for officers is presented in the proxy .
Investment Implications
- Long‑tenured operating executive with CEF business development leadership: Ms. Premole’s roles at NAM‑U.S.A. (Head of Closed‑End Fund Business Development; Executive Director) suggest focus on distribution, market support, and governance engagement—key levers for closed‑end fund discount management .
- Alignment risk from low insider ownership: Directors and officers collectively hold <1% of Fund shares, which can temper direct economic alignment and reduces insider‑driven trading signals for timing entry/exit .
- Governance/activism context: The holder base includes sizable activists/institutional investors (e.g., Allspring, 1607, Saba, Lazard), and the Fund adjusted special‑meeting rights (35% threshold) amid shareholder pressure—factors that can catalyze buybacks/tenders/term changes that Ms. Premole’s CEF BD mandate would interface with .
- Data gaps: Lack of officer compensation, vesting, and contract economics disclosure at the Fund limits pay‑for‑performance and retention‑risk diagnostics specific to Ms. Premole; monitoring NAM‑U.S.A. disclosures and any Form 4 filings (if applicable) remains prudent .