Cecile B. Harper
About Cecile B. Harper
Cecile B. Harper, age 62, is an Independent (non‑interested) Class I Director of Royce Small‑Cap Trust, Inc. (RVT), serving since 2020 with her current term expiring at the 2027 Annual Meeting; she has over 25 years of asset management experience and currently serves as CFO and COO of the College Foundation at the University of Virginia (since October 2019) . Her prior roles include Principal at Southeastern Asset Management (1993–2019) and board service at philanthropic organizations including Pyramid Peak Foundation (2012–2022) and Regional One Health Foundation (2013–2019) . She beneficially owns 5,500 RVT shares, with an aggregate dollar range of $50,001–$100,000, and is categorized as a Non‑Interested Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southeastern Asset Management | Principal | Dec 1993 – Sep 2019 | Investment management leadership |
| 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 | Since | Committees |
|---|---|---|---|
| College Foundation at the University of Virginia | CFO & COO | Oct 2019 | Executive leadership |
| Alarm.com Holdings, Inc. | Director | May 2024 | Nominating & Corporate Governance Committee |
Board Governance
- Independence and board structure: Six of seven Directors are Independent; the President (an “interested person”) chairs Board meetings; Christopher C. Grisanti is Lead Independent Director and chairs Independent Directors’ executive sessions when appropriate .
- Committees and roles: Harper serves on the Audit Committee and the Nominating Committee; Julia W. Poston is Audit Committee Chair; certain members (Poston, Chadwick) are designated Audit Committee Financial Experts under SEC rules; Harper is not designated an audit committee financial expert .
- Meetings and attendance: In 2024, the Board held 8 meetings; Audit Committee held 4; Nominating Committee held none; each Director attended 75% or more of the aggregate of Board and committee meetings; the Fund has no formal policy for Director attendance at stockholder meetings, and one Director attended the 2024 Annual Meeting .
- Retirement policy: Independent Directors retire December 31 of the year they reach age 79, subject to Board waiver .
| Governance Element | Details |
|---|---|
| Independence status | Non‑Interested/Independent Director |
| Committees | Audit Committee (member); Nominating Committee (member) |
| Chair roles | None (Audit Chair: Julia W. Poston; Lead Independent: Christopher C. Grisanti) |
| Years on RVT Board | Since 2020; Class I term expires 2027 |
| 2024 meeting cadence | Board: 8; Audit: 4; Nominating: 0 |
| 2024 attendance | ≥75% of aggregate Board+Committee meetings (each Director) |
| Stockholder meeting attendance (2024) | One Director attended; no formal attendance policy |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $20,000 | $18,000 |
| Per Board meeting fee | $1,100 | $1,000 |
| Lead Independent premium | Not applicable to Harper (paid to C. Grisanti: $2,951 in 2023; $2,656 in 2024) | |
| Audit Chair premium | Not applicable to Harper (paid to A. Mehlman: $1,968 in 2023; J. Poston: $1,770 in 2024) | |
| Aggregate compensation from RVT | $25,500 | $23,000 |
| Total compensation from The Royce Funds | $248,300 | $223,500 |
| Pension/retirement benefits | None | None |
Notes:
- RVT does not have a standing compensation committee; Independent Directors review their compensation annually .
- 2024 actual per‑meeting and retainer amounts were lower than those indicated in the 2024 proxy’s planned schedule .
Performance Compensation
- No performance‑based compensation (no bonuses, RSUs/PSUs, options, performance metrics, or equity grants) for Directors is disclosed; compensation is cash‑based only (retainer and meeting fees; role premiums where applicable) .
- No severance, change‑of‑control, clawback provisions, or tax gross‑ups are disclosed for Directors .
| Performance‑linked element | Status |
|---|---|
| Annual bonus / target bonus % | Not disclosed / not applicable to Directors |
| Stock awards (RSUs/PSUs) | Not disclosed for Directors |
| Option awards | Not disclosed for Directors |
| Performance metrics (EBITDA, TSR, ESG) | Not disclosed for Directors |
| Severance / CIC terms | Not disclosed for Directors |
| Clawbacks / gross‑ups | Not disclosed for Directors |
Other Directorships & Interlocks
| Company | Role | Since | Committee Roles | Potential Interlock/Conflict Note |
|---|---|---|---|---|
| Alarm.com Holdings, Inc. | Director | May 2024 | Nominating & Corporate Governance Committee | No related‑party transactions disclosed at RVT; interlock risk not indicated in proxy |
| The Royce Funds (Fund Complex oversight) | Director/Trustee across 15 portfolios | Ongoing | Audit & Nominating Committees member at RVT Board | Standard multi‑fund oversight structure |
Expertise & Qualifications
- Over 25 years in asset management and operations; senior finance/operator (CFO/COO at College Foundation UVA) .
- Extensive experience from Southeastern Asset Management (Principal, 1993–2019) and philanthropic board service .
- Audit Committee membership status; Audit Committee Financial Expert designations apply to Chadwick and Poston, not Harper .
- Considered “financially literate” as required for audit committee membership under NYSE standards at the committee level; committee is comprised solely of Independent Directors .
Equity Ownership
| Metric | Value |
|---|---|
| RVT shares beneficially owned | 5,500 |
| Dollar range in RVT | $50,001–$100,000 |
| Dollar range across all Royce Funds overseen | Over $100,000 |
| Shares outstanding (Record Date) | 119,627,857 |
| Ownership as % of shares outstanding | ~0.0046% (5,500 ÷ 119,627,857) |
Additional ownership context:
- All Directors and officers as a group (12 persons) own less than 1% of outstanding shares .
- No Independent Director or immediate family members own securities of Franklin Resources, Inc. (Royce’s indirect parent) or its affiliates (other than registered investment companies) .
Governance Assessment
- Strengths: Independent Director; member of both Audit and Nominating Committees; meets ≥75% attendance threshold; modest cash‑based pay with no equity or performance awards; no related‑party securities holdings with Royce’s parent (Franklin Resources) disclosed .
- Watch items: Board‑level engagement at stockholder meetings was low (only one Director attended in 2024; no formal attendance policy) ; director compensation decreased in 2024 versus prior indicated levels, but rationale not disclosed ; personal RVT ownership is de minimis in percentage terms (~0.0046%) despite dollar range indicating meaningful alignment in absolute terms .
- Committee capacity: Audit Committee oversight and Nominating Committee processes are formalized by charter; Harper is not an Audit Committee Financial Expert, but committee includes designated experts and is fully independent .
- Conflicts: No related‑party transactions disclosed; Nominating Committee explicitly screens for independence and conflicts (including affiliations with competing financial services organizations) .
RED FLAGS
- Director attendance at stockholder meetings: only one Director attended the 2024 Annual Meeting; absence of a formal attendance policy may signal lower shareholder‑facing engagement .
- No standing compensation committee: while Independent Directors review compensation annually, there is no separate compensation committee structure .
- Minimal share ownership as % of outstanding: ~0.0046% held; alignment relies on cash retainer rather than equity stake .