Cecile B. Harper
About Cecile B. Harper
Cecile B. Harper (age 62) is an Independent (non‑interested) Class I Director of Royce Micro‑Cap Trust, Inc. (RMT) serving since 2020, with her current term expiring at the 2027 annual meeting. She is CFO and COO of the College Foundation at the University of Virginia (since Oct 2019) and brings 25+ years of asset management experience, including 26 years at Southeastern Asset Management; she also joined the Alarm.com Holdings, Inc. board in May 2024. She oversees 15 portfolios in The Royce Funds complex and is described as having extensive experience in the asset management sector.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southeastern Asset Management | Principal | Dec 1993 – Sep 2019 | Asset management experience foundation |
| Pyramid Peak Foundation | Board Member | Jan 2012 – 2022 | Philanthropy governance experience |
| Regional One Health Foundation | Board Member | Jun 2013 – Sep 2019 | Philanthropy governance experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| College Foundation at the University of Virginia | CFO & COO | Since Oct 2019 | Current operating role (finance/operations) |
| Alarm.com Holdings, Inc. | Director | Since May 2024 | Member, Nominating & Corporate Governance Committee |
Board Governance
| Item | Detail |
|---|---|
| Independence | Non‑Interested (Independent) Director; 6 of 7 directors at RMT are Independent |
| Committee Memberships | Audit Committee (member); Nominating Committee (member) |
| Committee Chairs | Audit Committee Chair: Julia W. Poston; Nominating Committee last chaired by G. Peter O’Brien in 2023 (no meetings held in 2024) |
| Lead Independent Director | Christopher C. Grisanti; leads executive sessions of Independent Directors |
| Meetings/Attendance (2024) | Board held 7 meetings; Audit held 4; Nominating held 0; each Director attended ≥75% of combined Board + committee meetings |
| Stockholder Meeting Attendance | Only one Director attended the 2024 Annual Meeting of Stockholders (no names disclosed) |
Fixed Compensation
| Compensation Element | 2024 | 2025 |
|---|---|---|
| Annual retainer (Independent Directors) | $10,000 | $10,000 |
| Per Board meeting fee | $450 | $450 |
| Lead Independent Director stipend | $1,475 (Grisanti) | $1,475 (Grisanti) |
| Audit Committee Chair stipend | $984 (Poston) | $984 (Poston) |
| Director (2024) | Aggregate Compensation From the Fund | Pension/Retirement Accrued | Estimated Annual Benefits on Retirement | Total Compensation From The Royce Funds | Total From Fund and Fund Complex |
|---|---|---|---|---|---|
| Cecile B. Harper | $12,250 | None | None | $223,500 | $223,500 |
No additional remuneration beyond the standard arrangement was paid to Directors for 2024; Independent Directors review their compensation annually.
Performance Compensation
- The proxy discloses only cash retainers and meeting fees for Directors; no equity grants (RSUs/PSUs), options, bonus metrics, pensions, or perquisites are disclosed for Directors.
Other Directorships & Interlocks
| Company | Sector/Notes | Role/Committee | Start |
|---|---|---|---|
| Alarm.com Holdings, Inc. | Technology (smart home/security) | Director; Member, Nominating & Corporate Governance Committee | May 2024 |
No affiliations disclosed between Independent Directors (including Ms. Harper) and Franklin Resources, Inc. (Royce’s indirect parent) or its affiliates (other than registered funds), supporting independence from the adviser’s parent.
Expertise & Qualifications
- 25+ years in asset management, including senior role at Southeastern Asset Management; current CFO/COO responsibilities demonstrate financial and operational oversight experience.
- Member of RMT’s Audit Committee; Audit Committee Financial Expert designation applies to other directors (Chadwick, Poston), not to Ms. Harper.
- Member of RMT’s Nominating Committee; also serves on Nominating & Corporate Governance Committee at Alarm.com, adding governance process expertise.
Equity Ownership
| Metric | As of Record Date (Aug 5, 2025) |
|---|---|
| Shares of RMT beneficially owned | 9,000 shares |
| Dollar range of RMT holdings | $50,001–$100,000 |
| Shares outstanding (RMT) | 52,592,863 shares |
| Ownership as % of outstanding | ~0.017% (9,000 / 52,592,863) |
As of the Record Date, all Directors and officers as a group owned <1% of outstanding shares.
Governance Assessment
- Board effectiveness and independence: Harper is an Independent Director serving on both the Audit and Nominating Committees; RMT’s board remains majority independent (6/7), with a lead independent structure and independent Audit Committee, supporting robust oversight.
- Engagement/attendance: The board and committees met 11 times in 2024 (7 Board, 4 Audit), with each director meeting the ≥75% attendance threshold; the Nominating Committee held no meetings in 2024.
- Alignment: Harper holds 9,000 shares (about $50k–$100k), aligning incentives modestly; there is no director equity grant program or performance-linked board pay, limiting variable pay risks.
- External governance experience: Alarm.com directorship and governance committee service deepen her governance toolkit and cross‑industry perspective without obvious conflicts with a closed‑end fund.
- Conflicts and related‑party exposure: Independent Directors and immediate family members did not hold securities of Franklin Resources or affiliates (other than registered funds), reducing advisory‑parent conflict risk.
- Watch items: Only one director attended the 2024 stockholder meeting (names not disclosed), which may suggest uneven investor‑facing engagement at the board level; Nominating Committee inactivity in 2024 is noted but not necessarily a red flag absent turnover needs.
Overall signal: Harper’s independence, committee service (Audit/Nominating), and meaningful personal share ownership support investor confidence; absence of equity‑linked director pay and lack of disclosed related‑party ties or pledging further mitigate governance risk, while shareholder‑meeting attendance norms warrant continued monitoring.