Michael Clark
About Michael W. Clark
Michael W. Clark, 65, is an Independent Director of Sprott Focus Trust, Inc. (FUND), serving since 2015. He previously served at Chilton Investment Company as President, Executive Vice President, Chief Risk Officer, and a member of its Executive Committee and Board from 2005 through 2019. On the FUND Board, Clark chairs the Audit Committee and is designated an Audit Committee Financial Expert; he is also a member of the Governance Committee. The Board identifies him as having over two decades of investing and financial services experience relevant to oversight responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chilton Investment Company | President; EVP; Chief Risk Officer; Board member | 2005–2019 | Executive Committee and Board of Directors |
External Roles
| Organization | Role | As of 2023 | As of 2024 | As of 2025 |
|---|---|---|---|---|
| Sprott Funds Trust | Director | Listed | Not listed (N/A) | Not listed (N/A) |
Board Governance
- Independence: Independent Director under the Investment Company Act; Audit and Governance Committees comprised solely of Independent Directors .
- Board leadership: No designated Board chairman; the Interested Director (W. Whitney George) acts as chairman at Board meetings; the Board has no Lead Independent Director due to small size .
- Committees: Clark chairs Audit (financial expert designation) and serves on Governance .
Meetings and Attendance
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board meetings held | 6 | 4 | 4 |
| Audit Committee meetings held | 2 | 1 | 2 |
| Governance Committee meetings held | 1 | 1 | 1 |
| Clark attendance ≥75% | Yes (all Directors ≥75%) | Yes (all Directors ≥75%) | Yes (all Directors ≥75%) |
| Director attendance at stockholder meeting | None attended | None attended | None attended |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Aggregate Compensation from the Fund ($) | $5,679.00 | $6,824.00 | $5,086.25 |
| Pension or Retirement Benefits Accrued | None | None | None |
| Estimated Annual Benefits upon Retirement | None | None | None |
The Board does not have a standing compensation committee; Independent Directors review their compensation annually .
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Equity grants (RSUs/DSUs/Options) | None disclosed; only aggregate director cash paid | None disclosed; only aggregate director cash paid | None disclosed; only aggregate director cash paid |
| Annual/Discretionary bonus | None disclosed | None disclosed | None disclosed |
| Performance metrics tied to director pay | Not disclosed | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Organization | Role | Committee Positions | Interlock/Relationship |
|---|---|---|---|
| Sprott Funds Trust | Director (as of 2023) | Not disclosed | Within Sprott fund complex; indicates network ties across Sprott vehicles |
| Chilton Investment Company | Board member (prior) | Executive Committee | Prior operating role; not current public company directorship |
Expertise & Qualifications
- Audit Committee Financial Expert; chairs Audit Committee .
- Career in investment management and risk oversight (Chilton; executive roles) .
- Governance Committee member, involved in director nominations and independence assessments per charter .
Equity Ownership
| Item | As of 2025 Record Date |
|---|---|
| Common shares beneficially owned (FUND) | — (none listed) |
| Percent of shares outstanding | — (less than 1% for non-interested directors; Clark shows “—”) |
| Aggregate dollar range in FUND | None |
| Aggregate dollar range in Sprott family funds overseen | None |
| Ownership of Sprott Inc. or affiliates (Independent Directors) | None (other than registered investment companies) |
Insider Filings & Trades
| Year | Section 16(a) compliance statement | Beneficial ownership (FUND) |
|---|---|---|
| 2023 | Fund believes all required filings were made | — (none listed) |
| 2024 | Fund believes all required filings were made | — (none listed) |
| 2025 | Fund believes all required filings were made | — (none listed) |
Governance Assessment
-
Strengths:
- Audit Committee chaired by an SEC-designated financial expert, enhancing financial oversight rigor .
- Independent-majority board (80%) with structured Audit and Governance charters; formal pre-approval and independence safeguards for auditor services .
- All Directors met the ≥75% attendance threshold across 2022–2024, indicating baseline engagement .
-
Risks and RED FLAGS:
- No stock ownership by Clark in FUND and “None” aggregate dollar range suggests limited direct alignment via equity; absence of director equity or performance-linked pay reduces pay-for-performance linkage .
- Board lacks a Lead Independent Director; an Interested Director (Whitney George) chairs meetings, raising potential influence concerns, especially given George’s controlling stake (48.9% in 2023; 50.53% in 2024; 52.86% in 2025) .
- No directors attended stockholder meetings in 2022–2024, a negative signal on shareholder engagement norms .
- No standing compensation committee; compensation reviewed by Independent Directors without disclosed external consultant, limiting transparency into benchmarking .
-
Related-party and conflicts:
- The Fund states Independent Directors and immediate families do not own securities of Sprott Inc. or affiliates (other than registered investment companies), mitigating direct related-party exposure for Clark .
- Auditor independence and pre-approval policies detailed; no non-audit fees billed beyond tax services, supporting external oversight integrity .
Implications for investors: Clark’s audit leadership and financial expertise are positives for oversight quality; however, the lack of equity ownership and performance-based director pay, coupled with the absence of a Lead Independent Director and concentrated influence by the adviser’s CEO, warrant close monitoring of board independence, shareholder engagement, and potential conflicts in adviser-related matters .