Julia Poston
About Julia Poston
Julia W. Poston, age 65, is a Class I independent Director of Royce Global Trust, Inc. (RGT), serving since 2023 with a term expiring in 2027. She chairs the Board’s Audit Committee, is designated an Audit Committee Financial Expert, and is a member of the Nominating/Governance Committee; she has over 40 years of business experience including senior audit leadership roles at Ernst & Young and Arthur Andersen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Client Partner; Assurance Practice Group Leader (Ohio Valley) | Senior Client Partner 2002–2020; Assurance Leader 2014–2019 | Led assurance practice; extensive financial sector exposure |
| Arthur Andersen LLP | Audit Partner | 1982–2002 | Public company audit leadership; technical accounting expertise |
External Roles
| Organization | Role | Start Year | Committees/Impact |
|---|---|---|---|
| Merus Corporation (formerly Al. Neyer Corporation) | Director; Governance Committee member; Audit Committee Chair | 2020 | Chairs audit oversight at an operating company |
| Master Fluid Solutions | Director; Governance Committee member; Audit Committee Chair | 2021 | Audit leadership at an industrial operator |
| AuguStar Variable Insurance Products Fund, Inc. | Audit Committee member | 2022 | Investment company audit oversight |
| The James Advantage Funds | Audit Committee Chair | 2022 | Chairs audit oversight at an investment company complex |
| Cincinnati Museum Center (non-profit) | Trustee; Finance/Audit Committee Chair | 2015 | Financial stewardship in non-profit governance |
| Cincinnati Women’s Executive Forum (non-profit) | Director and Founder | 2010 | Community leadership and board development |
Board Governance
- Independence and board structure: RGT’s Board comprises seven Directors, six of whom are Independent; Christopher C. Grisanti is the lead Independent Director. The President (an interested person) chairs Board meetings. Poston is an Independent Director under the Investment Company Act and NYSE standards, and is the Audit Committee Chair and an Audit Committee Financial Expert .
- Committee activity and oversight: The Audit Committee (six Independent Directors) oversees financial reporting, auditor independence/qualification, and recommends inclusion of audited financials; PwC was the independent auditor for FY2024 and no material audit concerns were notified. Poston as chair acts as liaison with the auditors and Treasurer .
- Meeting cadence and attendance: In 2024, the Board held 8 meetings; the Audit Committee held 4; the Nominating Committee held none. Each Director attended at least 75% of the aggregate Board and relevant committee meetings in 2024 .
- Nominating/Governance: The Nominating Committee consists solely of Independent Directors (including Poston). It identifies qualified nominees and evaluates independence, financial literacy, potential conflicts, willingness/ability to serve, and retirement policy consistency .
- Retirement policy: Independent Directors retire on December 31 of the year in which they reach age 79, subject to Board waiver .
Committee Memberships and 2024 Activity
| Committee | Role | Members | FY 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit Committee | Chair: Julia W. Poston | P.W. Chadwick; C.C. Grisanti; C.B. Harper; G.P. O’Brien; J.W. Poston; M.K. Shields | 4 | Poston designated Audit Committee Financial Expert; PwC auditor; independence reviewed |
| Nominating/Governance | Member: Julia W. Poston | P.W. Chadwick; C.B. Harper; J.W. Poston; C.C. Grisanti; G.P. O’Brien; M.K. Shields | 0 | Independent-only committee; evaluates candidates and independence |
| Board of Directors | Independent Director | 7 Directors (6 independent) | 8 | Lead Independent: C.C. Grisanti; majority independent board |
Fixed Compensation
- Policy and 2024 actuals: Independent Directors receive an annual retainer and per-meeting fees; Poston receives an additional Audit Committee Chair fee. No pension/retirement benefits are accrued .
| Component | FY 2024 Actual | FY 2025 Policy |
|---|---|---|
| Annual retainer (cash) | $2,500 | $2,500 |
| Board meeting fee (cash, per meeting) | $250 | $250 |
| Audit Chair fee (cash) | $246 | $246 |
| Aggregate compensation from RGT (Poston) | $3,996 | N/A |
| Total compensation from The Royce Funds (Poston) | $241,500 | N/A |
| Pension/retirement benefits | None | None |
Performance Compensation
- RGT’s proxy discloses only cash retainers and meeting/chair fees for Directors; no equity or options awards are disclosed for Directors, and no performance-based metrics apply to director pay .
| Metric Category | FY 2024 | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | Proxy lists cash compensation only |
| Option awards | None disclosed | No option compensation disclosed |
| Performance metrics tied to pay (TSR, EBITDA, ESG, etc.) | None disclosed | Director pay not performance-linked |
| Vesting schedules | Not applicable | No equity awards disclosed |
Other Directorships & Interlocks
| Company/Complex | Role | Committee Position | Potential Interlock/Notes |
|---|---|---|---|
| AuguStar Variable Insurance Products Fund, Inc. | Director | Audit Committee member | Investment company; independent role |
| The James Advantage Funds | Director | Audit Committee Chair | Investment company; audit leadership |
| Merus Corporation (formerly Al. Neyer) | Director | Audit Committee Chair; Governance member | Operating company board role |
| Master Fluid Solutions | Director | Audit Committee Chair; Governance member | Operating company board role |
- The Audit Committee charter requires annual assessment of whether simultaneous service on more than three public company audit committees impairs effectiveness; multiple boards in the same fund complex are considered one board for this determination. Disclosure is required for closed-end funds if applicable. Poston’s audit roles span RGT, AuguStar, and James Advantage; this remains within the “more than three” threshold while subject to Board monitoring .
Expertise & Qualifications
- Audit Committee Financial Expert designation (SEC definition) and 40+ years of business experience, with extensive financial sector exposure .
- Senior audit leadership experience at EY and Arthur Andersen; liaison role with independent accountants as Audit Chair .
Equity Ownership
| Item | Value |
|---|---|
| RGT shares outstanding (Record Date) | 6,519,010 |
| Julia W. Poston – beneficial ownership (shares) | None |
| Ownership as % of outstanding | 0.00% (None / 6,519,010) |
| Aggregate dollar range of equity in RGT | None |
| Aggregate dollar range across all Royce Funds overseen | Over $100,000 |
| Directors & officers as a group – RGT ownership | ~1.35% of outstanding |
| Hedging/pledging of RGT shares | Not disclosed in proxy for Poston |
Governance Assessment
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Strengths:
- Independent director with deep audit credentials; Audit Committee Chair and SEC-defined Financial Expert status bolster financial reporting oversight and auditor independence monitoring .
- Majority-independent board with designated lead Independent Director; clear committee charters and auditor engagement (PwC) with no material audit concerns reported for FY2024; Audit Committee recommended inclusion of audited financial statements .
- Attendance threshold met (≥75% of aggregate Board and committee meetings in 2024), indicating engagement; disciplined nominating standards for independence, conflicts, and financial literacy .
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Alignment and potential risks:
- RED FLAG: No beneficial ownership in RGT as of the Record Date (0%), which may signal weaker direct alignment with RGT shareholders despite “Over $100,000” aggregate holdings across Royce Funds overseen; consider investor expectations for closed-end fund director ownership policies .
- Nominating Committee held zero meetings in 2024; while not inherently problematic, it reduces visible governance activity in director pipeline and succession planning for that year .
- Multi-board audit commitments: Poston chairs or serves on audit committees across multiple entities; the Board annually assesses audit committee overboarding (more than three audit committees) and treats multiple boards in the same fund complex as one, mitigating risk of overcommitment. Current roles are within policy bounds but warrant ongoing monitoring for capacity and conflicts .
- Related-party exposure: Proxy indicates no Independent Director or immediate family members owned Franklin Resources, Inc. (RGT’s adviser’s parent) securities, reducing affiliate conflict risk .
-
Compensation structure:
- Purely cash-based director compensation (retainer, meeting fee, chair fee), low absolute amounts at the fund level; no equity or performance-based elements disclosed, which limits pay-for-performance alignment but is common for investment company boards .
Overall, Poston’s audit leadership and independence enhance board effectiveness. Key investor-focus points are her lack of direct RGT share ownership and monitoring of multi-board audit commitments, balanced against rigorous audit oversight and strong experience credentials .