Julia W. Poston
About Julia W. Poston
Julia W. Poston (age 65) is an Independent Class I Director of Royce Small-Cap Trust, Inc. (RVT) serving since 2023, with her current term expiring at the 2027 Annual Meeting. She is Chair of RVT’s Audit Committee and is designated an Audit Committee Financial Expert, bringing 40+ years of financial sector experience as a former senior audit partner/executive at EY and Arthur Andersen. She is one of six Independent Directors on a seven-member board, with Christopher C. Grisanti serving as Lead Independent Director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Client Partner; Assurance Practice Group Leader, Ohio Valley Region | 2002–2020; 2014–2019 | Led assurance practice; significant audit leadership and client advisory experience |
| Arthur Andersen LLP | Audit Partner | 1982–2002 | Senior audit responsibilities in international accounting and services firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merus Corporation (formerly Al. Neyer Corporation) | Director; Member, Nominating/Governance; Chair, Audit Committee | Since 2020 | Audit Chair leadership; governance committee oversight |
| Master Fluid Solutions | Director; Chair, Audit Committee | Since 2021 | Audit oversight; financial reporting governance |
| Cincinnati Museum Center (non-profit) | Trustee; Chair, Finance/Audit Committee | Since 2015 | Financial oversight; audit governance chair |
| Cincinnati Women’s Executive Forum (non-profit) | Director and Founder | Since 2010 | Leadership development; network-building |
| AuguStar Variable Insurance Products Fund, Inc. | Director; Member, Audit Committee | Since 2022 | Investment company audit oversight |
| The James Advantage Funds | Director; Chair, Audit Committee | Since 2022 | Audit Chair for mutual fund complex |
Board Governance
- Independence: Poston is a Non-Interested (Independent) Director; RVT’s board has six Independent Directors out of seven total, with Grisanti designated Lead Independent Director.
- Committees: She chairs the Audit Committee and is a member of the Audit Committee and Nominating Committee (all Independent Directors serve on both). The Distribution Committee is solely Christopher D. Clark (interested).
- Audit Committee: Poston acts as liaison with the independent auditor (PWC) and is designated an Audit Committee Financial Expert. The Audit Committee reviewed the 2024 audit and recommended inclusion of audited financials in the 2024 Annual Report.
- Attendance: In 2024, the Board held 8 meetings; Audit Committee 4; Nominating Committee 0. Each Director attended at least 75% of the aggregate Board and committee meetings during 2024.
- Director annual meeting attendance: The fund has no formal policy on attending stockholder meetings; one Director attended the 2024 Annual Meeting (not specified by name).
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual retainer (Independent Directors) | $18,000 | 2024; continues in 2025 | Standard arrangement for Board service |
| Per Board meeting fee | $1,000 per meeting | 2024; continues in 2025 | Paid per meeting attended |
| Audit Committee Chair fee (Poston) | $1,770 | 2024; continues in 2025 | Additional cash for committee chair role |
| Aggregate compensation from RVT (Poston) | $24,770 | 2024 | Actual aggregate paid by RVT |
| Total compensation from The Royce Funds (Poston) | $241,500 | 2024 | Total across The Royce Funds complexes |
| Total Fund & Fund Complex (Poston) | $241,500 | 2024 | Same total for Fund and Fund Complex |
The Board has no standing compensation committee; Independent Directors review their compensation annually.
Performance Compensation
- No performance-based incentives, stock/option awards, or equity compensation are disclosed for Directors; compensation is cash-based via retainer, meeting fees, and chair/lead roles.
Other Directorships & Interlocks
| Company | Type | Role(s) | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| AuguStar Variable Insurance Products Fund, Inc. | Investment company | Audit Committee Member | Independent oversight at external fund; no disclosed RVT adviser conflict |
| The James Advantage Funds | Mutual fund complex | Audit Committee Chair | External fund audit chair; board charter monitors audit committee workload across public companies |
| Merus Corporation; Master Fluid Solutions | Operating companies (private) | Director; Audit Chair | No disclosed related-party transactions with RVT |
The Nominating Committee/Board annually assesses whether simultaneous service on more than three public company audit committees impairs effectiveness and must disclose such determination for closed-end funds; the charter was amended May 5, 2025.
Expertise & Qualifications
- Audit Committee Financial Expert; 40+ years in financial sector with senior audit leadership at EY and Arthur Andersen.
- Extensive audit, assurance, and governance leadership across operating companies, investment companies, and non-profits; serves as Audit Chair at RVT and multiple external boards.
- Financial literacy and independence consistent with NYSE standards; board utilizes independent counsel and conducts annual self-evaluations.
Equity Ownership
| Metric | Value | As-of Date | Notes |
|---|---|---|---|
| Shares outstanding (RVT) | 119,627,857 | Record Date: Aug 5, 2025 | Shares of common stock outstanding |
| Poston beneficial ownership (RVT) | 0 shares | Record Date | None owned directly/indirectly |
| Ownership % (Poston) | 0.00% | Record Date | Calculated from 0 / 119,627,857 |
| Aggregate dollar range (RVT) | None | Record Date | As reported in proxy |
| Aggregate dollar range (all Royce Funds overseen) | Over $100,000 | Record Date | Indicates broader Royce fund exposure |
| Directors/officers group ownership (12 persons) | <1% of RVT | Record Date | Aggregate holdings of insiders |
| Pledging/hedging | Not disclosed | — | No pledging disclosures for Poston; board notes no independent director/family owned Franklin Resources or affiliate securities (other than registered funds) |
Governance Assessment
- Positives: Independent director; Audit Chair and Audit Committee Financial Expert; strong audit pedigree; board majority independent; formal charters; annual performance evaluations; independent legal counsel participation in meetings; clean auditor independence with no non-audit services to RVT; effective Audit Committee review of 2024 financials.
- Engagement: Each Director met at least the 75% attendance threshold across Board/Audit/Nominating in 2024; Audit Committee was active (4 meetings).
- Alignment signals: Compensation is modest, cash-based, with role-based chair premium; however, Poston held no RVT shares as of the record date, which may be viewed as a potential alignment shortfall for closed-end fund governance despite “Over $100,000” aggregate in other Royce funds.
- Conflicts/related party: Proxy discloses no related-party transactions for Poston; no ownership by Independent Directors or immediate family of Franklin Resources or affiliates (other than registered investment companies), mitigating adviser-affiliate conflicts. Section 16(a) filings compliance affirmed for the most recent fiscal year.
- Watch items (RED FLAGS to monitor): Lack of RVT share ownership by an Audit Chair could be perceived as reduced “skin-in-the-game” alignment; simultaneous audit committee roles across multiple funds require continued board oversight to ensure effectiveness (charter requires annual review/disclosure of heavy audit committee workloads).
Additional reference: Board leadership includes a Lead Independent Director (Grisanti) and an interested President acting as meeting chair; the Distribution Committee is led by an interested director (Clark), with independent oversight via Audit/Nominating.