Paige Ouimet
About Paige P. Ouimet
Paige P. Ouimet (age 50) is an Independent Director of Japan Smaller Capitalization Fund, Inc. (JOF) since 2021 and serves as Chair of the Governance and Compliance Committee. She is a Professor of Finance at UNC Kenan-Flagler, Executive Director of the Kenan Institute of Private Enterprise, and became an NBER Research Associate in 2025; prior roles include Associate Dean of the PhD Program (2022–2024) and earlier faculty ranks (Assistant, Associate) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNC Kenan-Flagler Business School | Professor of Finance | 2021–present | Research and teaching in corporate finance and governance |
| Kenan Institute of Private Enterprise | Executive Director | 2023–present | Translational research; engagement on governance/ESG topics |
| National Bureau of Economic Research (NBER) | Research Associate | 2025–present | Academic research network; governance/corporate finance focus |
| UNC Kenan-Flagler | Associate Dean, PhD Program | 2022–2024 | Academic leadership |
| UNC Kenan-Flagler | Associate Professor | 2016–2020 | Research/teaching |
| UNC Kenan-Flagler | Assistant Professor | 2008–2015 | Research/teaching |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | No other directorships disclosed |
Board Governance
- Independence: Ouimet is not an “interested person” under the Investment Company Act; she is classified as independent .
- Committee memberships: All Independent Directors sit on Audit, Nominating, and Governance & Compliance committees .
- Chair roles: Chair of Governance & Compliance Committee (2024–2025) . Other chairs: Audit (Chemidlin), Nominating (Laby in 2025; MacHarg in 2024), Board Chair (MacHarg in 2025) .
- Attendance: All current Directors attended at least 75% of Board and Committee meetings in FY 2023–2025; all Directors attended the Annual Meetings (2022, 2023, 2024) .
- Engagement signals: Governance Committee oversees board effectiveness, compliance policies, annual self-evaluations, and CCO designation—Ouimet chairs and thus leads board-process oversight .
Fixed Compensation
- Structure (Independent Directors): Annual cash retainer $30,000; meeting fees increased from $3,000 (in-person/virtual) and $2,000 (telephonic) to $3,300 and $2,200 in 2024–2025; chair fees increased/expanded to Board Chair $10,000, Audit Chair $5,000, Nominating Chair $2,500, Governance & Compliance Chair $2,500 (added by 2024) .
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Annual cash retainer | $30,000 | $30,000 | $30,000 |
| Meeting fee (in-person/virtual) | $3,000 per meeting | $3,300 per meeting | $3,300 per meeting |
| Meeting fee (telephonic) | $2,000 per meeting | $2,200 per meeting | $2,200 per meeting |
| Board Chair fee | $8,000 | $10,000 | $10,000 |
| Audit Chair fee | $4,000 | $5,000 | $5,000 |
| Nominating Chair fee | — | $2,500 | $2,500 |
| Governance & Compliance Chair fee | — | $2,500 | $2,500 |
| Director | Aggregate Compensation (FY End) |
|---|---|
| Paige P. Ouimet | $54,000 (Feb 28, 2023) |
| Paige P. Ouimet | $50,000 (Feb 29, 2024) |
| Paige P. Ouimet | $51,200 (Feb 28, 2025) |
Notes:
- No pension or retirement benefits accrued for Directors .
- JOF discloses only cash-based director fees; no equity grants to Directors are described in the proxies .
Performance Compensation
- No performance-based compensation, bonuses, or equity awards disclosed for Directors; no TSR/EBITDA/ESG metrics tied to director pay .
Other Directorships & Interlocks
| Person | Current Public Company Boards | Committee Roles Elsewhere |
|---|---|---|
| Paige P. Ouimet | None disclosed | None disclosed |
- Interlock risk: Low; no shared directorships with JOF’s manager, suppliers, or competitors disclosed .
Expertise & Qualifications
- Corporate governance and finance expertise; board cites her “substantial academic experience” and relevance of governance/ESG and emerging technologies in financial institutions .
- Leadership of Governance & Compliance Committee indicates process rigor and compliance oversight experience .
Equity Ownership
| Metric | 2023 (as of Sep 26, 2023) | 2024 (as of Sep 26, 2024) | 2025 (as of Sep 26, 2025) |
|---|---|---|---|
| Ouimet dollar range in JOF | None | None | $10,001–$50,000 |
| Group ownership (Directors & officers) | <1% of shares outstanding | <1% of shares outstanding | <1% of shares outstanding |
Additional ownership/filings:
- Section 16 compliance: FY 2024—one Director filed a Form 4 late for a purchase; FY 2023 and FY 2025—filings compliant per representations; specific Director not identified .
Pledging/Hedging:
- No pledging or hedging disclosure by Directors; stock ownership shown as dollar ranges without pledge details .
Governance Assessment
- Board effectiveness: Ouimet’s chair role on Governance & Compliance signals strong involvement in board process, compliance oversight, and self-evaluation—supportive of investor confidence .
- Independence and attendance: Independent status and consistent ≥75% attendance thresholds met by all Directors and Committees across FY 2023–2025; full attendance at Annual Meetings supports engagement .
- Alignment: Ouimet increased personal investment in JOF in 2025 ($10,001–$50,000), improving alignment vs. prior years of no holdings; however, director compensation is cash-only with no equity grants, which limits long-term incentive alignment typical in operating companies (not uncommon for a closed-end fund board) .
- Conflicts/related parties: None disclosed for Ouimet; Independent Directors retain independent counsel and oversee auditor independence via Audit Committee practices .
- Shareholder dynamics: Activist-sensitive environment—large holders include Allspring, 1607 Capital, Lazard, and Saba; board adjusted special-meeting threshold to 35% in 2024, balancing responsiveness and governance stability. This context elevates the importance of Governance Committee leadership (Ouimet) to maintain fair process and shareholder engagement .
RED FLAGS
- Minor filing timeliness issue: A Form 4 for a Director purchase was filed late (FY 2024); Director not identified. Not repeated in FY 2025 per compliance statement .
- No director equity program: Absence of equity grants to Directors may be viewed as lower “skin-in-the-game,” though ownership in 2025 mitigates this partially .