Julia W. Poston
About Julia W. Poston
Independent Director (Class I) of RMT; age 65; serving since 2023 with current term expiring in 2027. She is Chair of the Audit Committee, a member of the Nominating/Governance Committee, and is designated an Audit Committee Financial Expert under SEC rules . Her background includes over 40 years in public accounting and assurance: Senior Client Partner at Ernst & Young (2002–2020), Assurance Practice Group Leader for the Ohio Valley Region (2014–2019), and Audit Partner at Arthur Andersen (1982–2002) . She oversees 15 portfolios within The Royce Funds complex, reflecting broad fund governance exposure .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Client Partner; Assurance Practice Group Leader (Ohio Valley) | 2002–2020; 2014–2019 | Led regional assurance practice; deep audit and reporting oversight experience |
| Arthur Andersen LLP | Audit Partner | 1982–2002 | Audit leadership; financial reporting and controls expertise |
External Roles
| Organization | Role | Since | Committees / Chair |
|---|---|---|---|
| Merus Corporation (formerly Al. Neyer Corporation) | Director; Nominating/Governance Committee member; Audit Committee Chair | 2020 | Governance and audit leadership |
| Master Fluid Solutions | Director; Governance Committee member; Audit Committee Chair | 2021 | Governance and audit leadership |
| AuguStar Variable Insurance Products Fund, Inc. | Director; Audit Committee member | 2022 | Investment company audit oversight |
| The James Advantage Funds | Director; Audit Committee Chair | 2022 | Investment company audit leadership |
| Cincinnati Museum Center (non-profit) | Trustee; Finance/Audit Committee Chair | 2015 | Non-profit financial oversight |
| Cincinnati Women’s Executive Forum (non-profit) | Director and Founder | 2010 | Leadership and network development |
Board Governance
- Independence and leadership: RMT’s Board has six of seven independent Directors, with a lead Independent Director (Christopher C. Grisanti); Poston serves as Chair of the Audit Committee and is designated an Audit Committee Financial Expert .
- Committee structure and oversight: The Audit Committee comprises all Independent Directors; its purposes include oversight of financial statement integrity, auditor independence and performance, and preparation of the audit committee report; Poston, as Chair, liaises with PwC and management and led the Committee’s review and recommendation of inclusion of RMT’s 2024 audited financials in the Annual Report .
- Attendance and engagement: In 2024 the Board held seven meetings; the Audit Committee held four; the Nominating Committee held none; each Director (including Poston) attended at least 75% of the aggregate of Board and applicable committee meetings .
- Stockholder meeting attendance policy: No formal policy on Director attendance at stockholder meetings; one Director attended the 2024 annual meeting (individual not specified) .
Fixed Compensation
| Component | FY 2024 | FY 2025 Plan |
|---|---|---|
| Annual retainer (Independent Directors) | $10,000 | $10,000 |
| Meeting fee (per Board meeting) | $450 | $450 |
| Audit Committee Chair stipend (Poston) | $984 | $984 |
| Aggregate compensation from RMT (Poston) | $13,234 | n/a |
| Total compensation from The Royce Funds (Poston) | $241,500 | n/a |
| Pension/retirement benefits | None | None |
- No Director received remuneration from RMT in addition to or in lieu of the stated arrangement for FY 2024 .
Performance Compensation
- No equity grants, options, or performance-based incentives for Directors are disclosed; compensation for FY 2024 is limited to retainer, meeting fees, and role-based stipends (lead independent; audit chair) .
- Pension/SERP: None accrued; no estimated annual retirement benefits .
- Clawbacks/COC/severance: Not applicable for non-employee directors; no such provisions disclosed in Director compensation .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| AuguStar Variable Insurance Products Fund, Inc. | Investment company | Audit Committee member | Multiple fund audit roles; Audit Committee charter requires annual assessment if >3 public company audit committees; multiple boards in same fund complex count as one |
| The James Advantage Funds | Investment company | Audit Committee Chair | As above; fund oversight broadly consistent with investment fund governance |
| Merus Corporation (formerly Al. Neyer Corporation) | Operating company | Director; Audit Chair; Nominating/Governance | No related-party transactions with RMT disclosed; governance expertise |
| Master Fluid Solutions | Operating company | Director; Governance Committee; Audit Chair | No related-party transactions with RMT disclosed |
- Audit Committee charter explicitly requires the Board to determine annually whether simultaneous service on more than three public company audit committees impairs effectiveness; for closed-end funds, disclosures must be made if such determinations occur; multiple boards in the same fund complex are considered one board for this determination .
Expertise & Qualifications
- Audit/financial expertise: Designated Audit Committee Financial Expert; extensive audit leadership at EY and Arthur Andersen; 40+ years of business experience in the financial sector .
- Governance leadership: Chairs Audit Committees across multiple entities; member of Nominating/Governance; broad governance exposure across 15 portfolios overseen within The Royce Funds .
- Board effectiveness attributes: The Board emphasizes directors’ ability to critically review, evaluate, question, and discuss information; Poston’s background aligns with these criteria .
Equity Ownership
| Metric | Value |
|---|---|
| Shares outstanding (Record Date) | 52,592,863 |
| Beneficial ownership (Poston) | None |
| Percent of shares outstanding (Poston) | 0.00% (None of 52,592,863) |
| Aggregate dollar range of equity in RMT | None |
| Aggregate dollar range across Royce Funds overseen | Over $100,000 |
- No pledging/hedging disclosed for Directors; no indication of pledged shares for Poston in the proxy’s ownership tables .
Governance Assessment
- Strengths: Independent Director; Audit Committee Chair; SEC-designated audit financial expert; strong engagement with auditors and management; Board independence majority (6 of 7), with established lead Independent Director structure . 2024 attendance meets ≥75% threshold across Board and committees, indicating adequate engagement .
- Alignment considerations: No personal ownership in RMT (none; 0.00%), and no equity-based director compensation, which may limit economic alignment with fund shareholders despite significant governance responsibilities .
- Overboarding risk monitoring: Poston serves on multiple audit committees; the Audit Committee charter mandates an annual Board assessment of simultaneous service on >3 public company audit committees and disclosure for closed-end funds, with fund-complex boards counted as one—this formal process mitigates potential overboarding concerns .
- Red flags: No related-party transactions, tax gross-ups, or pay anomalies disclosed for Directors; compensation structure is modest and standardized (cash retainer + meeting fees + role stipends) .