Cecile Harper
About Cecile B. Harper
Cecile B. Harper, age 62, is an Independent (Non‑Interested) Class I Director of Royce Global Trust, Inc. (RGT), serving since 2020 with her current term expiring in 2027. She is CFO and COO of the College Foundation at the University of Virginia (since Oct 2019) and previously spent over 25 years in asset management, including as a Principal at Southeastern Asset Management; she has served on various philanthropic boards and is a director of Alarm.com Holdings, Inc. since May 2024 (member of its Nominating & Corporate Governance Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southeastern Asset Management | Principal | Dec 1993 – Sep 2019 | Senior investment management experience |
| Regional One Health Foundation | Board Member | Jun 2013 – Sep 2019 | Philanthropic governance |
| Pyramid Peak Foundation | Board Member | Jan 2012 – 2022 | Philanthropic governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| College Foundation at the University of Virginia | CFO & COO | Oct 2019 – Present | Financial/operational leadership |
| Alarm.com Holdings, Inc. | Director | May 2024 – Present | Member, Nominating & Corporate Governance Committee |
Board Governance
- Independence: RGT’s Board currently has six of seven Independent Directors; Harper is a Non‑Interested Director under the Investment Company Act .
- Committee assignments: Audit Committee member; Nominating Committee member; neither Chair nor designated Audit Committee Financial Expert (Chadwick and Poston designated) .
- Lead Independent Director: Christopher C. Grisanti; chairs executive sessions of Independent Directors when appropriate .
- Meeting cadence and attendance: In 2024 the Board held 8 meetings; Audit Committee 4; Nominating Committee held no meetings; each Director attended ≥75% of combined Board and committee meetings .
- Retirement policy: Independent Directors retire on Dec 31 of the year they turn 79, subject to Board waiver .
- Fund complex oversight: Oversees 15 portfolios in The Royce Funds complex .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual retainer (cash) | $2,500 |
| Meeting fee (per Board meeting) | $250 |
| Aggregate compensation from RGT (Harper) | $3,750 |
| Total compensation from The Royce Funds paid to Directors (Harper) | $223,500 |
| Total compensation from RGT and Fund Complex (Harper) | $223,500 |
| Pension/retirement benefits accrued | None |
| Estimated annual benefits upon retirement | None |
| Metric | FY 2025 Policy |
|---|---|
| Annual retainer (cash) | $2,500 |
| Meeting fee (per Board meeting) | $250 |
| Additional fee – Lead Independent Director | $369 (paid to Grisanti) |
| Additional fee – Audit Committee Chair | $246 (paid to Poston) |
The Board does not have a standing compensation committee; Independent Directors review their compensation annually .
Performance Compensation
| Performance Component | FY 2024 |
|---|---|
| Equity grants (RSUs/PSUs/DSUs) | None disclosed |
| Stock options (strike, vesting, expiration) | None disclosed |
| Performance metrics tied to director pay (e.g., TSR, EBITDA, ESG) | None disclosed |
| Clawback provisions | Not disclosed |
| Change‑of‑control/severance terms | Not disclosed |
No Director received remuneration in addition to or in lieu of the standard cash arrangement for 2024, indicating no equity/option or performance‑linked director compensation .
Other Directorships & Interlocks
| Company | Role | Start Date | Committee roles | Potential Interlocks |
|---|---|---|---|---|
| Alarm.com Holdings, Inc. | Director | May 2024 | Nominating & Corporate Governance Committee | External operating company; no RGT‑disclosed related‑party linkage |
Expertise & Qualifications
- Over 25 years of asset management sector experience; senior finance/operations executive background (CFO/COO) .
- Service on philanthropic boards reflects stakeholder engagement and governance familiarity .
- Financial literacy required for NYSE audit committee membership; Audit Committee includes Harper as an Independent Director under NYSE standards .
Equity Ownership
| Item | As of Record Date |
|---|---|
| Shares outstanding (RGT Common Stock) | 6,519,010 |
| Harper beneficial ownership – shares | None |
| Aggregate dollar range of equity in RGT (Harper) | None |
| Aggregate dollar range of securities in all Royce Funds overseen (Harper) | Over $100,000 |
| Directors/officers group beneficial ownership | ~1.35% of outstanding shares (12 persons) |
| Pledging/hedging | Not disclosed |
| Section 16 filings compliance | Fund believes all required filers complied in the most recent fiscal year |
| Ownership of Franklin Resources or affiliates by Independent Directors/families | None (other than registered investment companies) |
Governance Assessment
- Alignment: Harper holds no RGT shares, which may signal weaker direct alignment with RGT shareholders despite “Over $100,000” aggregate holdings across Royce Funds overseen; consider this a modest alignment gap specific to RGT .
- Independence and engagement: Classified as an Independent Director; participated at least at the ≥75% attendance threshold across Board/committee meetings in 2024; sits on Audit and Nominating Committees, supporting oversight breadth .
- Committee effectiveness: Audit Committee is chaired by an Audit Committee Financial Expert (Poston) and includes Harper; Nominating Committee comprised solely of Independent Directors; no Nominating meetings in 2024 suggests limited activity but consistent with periods without vacancies .
- Compensation structure: Cash‑only director pay with modest fees and no equity/option awards reduces pay‑for‑performance alignment signals but limits dilution and pay complexity; Independent Directors review their own compensation annually .
- Conflicts/related parties: No related‑party transactions disclosed involving Harper; Independent Directors and immediate family members did not own Franklin Resources or affiliate securities (other than registered funds), reducing parent‑level conflicts .
- Compliance and controls: Section 16 ownership reports believed compliant; Audit Committee oversight of PwC and non‑audit services independence reviewed, supporting financial reporting integrity .
RED FLAGS
- No direct RGT share ownership (None) may indicate lower “skin‑in‑the‑game” at the Fund level, even though aggregate Royce Funds exposure is “Over $100,000” .
- Nominating Committee held no meetings in 2024; while explainable by lack of vacancies, prolonged inactivity can limit refreshment unless needs arise .
Positives
- Clear independence, multi‑committee service, and ≥75% attendance .
- No related‑party exposure or Franklin affiliate holdings by Independent Directors/families; Section 16 compliance .
- Robust audit oversight framework; lead Independent Director structure for executive sessions .