John Denneen
About John Denneen
John E. Denneen serves as General Counsel, Managing Director, Chief Legal and Compliance Officer, and Secretary of Royce Investment Partners; he is also Secretary and Chief Legal Officer of The Royce Funds and, since 2015, a Member of the Board of Managers of Royce. He is 58 years old as of the 2025 proxy, and has served as an officer of the Fund from 1996–2001 and since 2002, with the address listed as c/o Royce Investment Partners at One Madison Avenue, New York, NY 10010 in 2025 (prior proxies list 745 Fifth Avenue) . He signs the Fund’s proxy materials in his capacity as Secretary, evidencing his governance role and responsibilities across shareholder communications .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Royce Investment Partners | General Counsel, Managing Director, Chief Legal & Compliance Officer, Secretary; Member, Board of Managers (since 2015) | Past five years; Board of Managers since 2015 | Leads legal and compliance oversight for Royce and The Royce Funds complex; corporate secretary functions for the Fund . |
| The Royce Funds | Secretary and Chief Legal Officer | Past five years | Legal leadership and corporate secretary responsibilities across The Royce Funds complex . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Royce Funds | Secretary and Chief Legal Officer | Ongoing | Oversees legal function for the broader fund family, aligning governance and compliance across multiple portfolios . |
| Royce Investment Partners | Member, Board of Managers | Since 2015 | Senior managerial oversight role at the adviser, influencing governance and policy across the complex . |
Fixed Compensation
- The Fund’s DEF 14A provides detailed “Compensation of Directors” but does not disclose officer compensation (salary, bonus, equity awards) for fund officers, including the Secretary/Chief Legal Officer. RGT discloses independent director retainers and meeting fees; officer compensation is not provided in these proxy statements .
Performance Compensation
- No disclosure of officer performance metrics (e.g., revenue growth, EBITDA, TSR) tied to compensation, nor RSU/PSU/option awards or vesting schedules in RGT proxy statements reviewed (2023–2025). The DEF 14A filings address director compensation only and list officers’ roles/ages without compensation detail .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares Outstanding (Common Stock) | 6,310,319 | 6,361,220 | 6,519,010 |
| Shares Owned by John E. Denneen | 12,600 | 12,600 | 12,600 |
| Ownership % | 0.20% (12,600 / 6,310,319) | 0.20% (12,600 / 6,361,220) | 0.19% (12,600 / 6,519,010) |
| Directors’/Officers’ Ownership Table Reference | Listed among “Interested Officers” ownership line items | Listed among “Interested Officers” ownership line items | Listed among “Interested Officers” ownership line items |
- No disclosure on pledging, hedging, or stock ownership guidelines for officers in these DEF 14A filings; the proxies present beneficial ownership tables but do not address pledging or guideline compliance for officers .
Employment Terms
| Term | Disclosure |
|---|---|
| Officer election and term | Officers of the Fund are elected each year by the Board and serve at the pleasure of the Board . |
| Role/tenure notation | “Officer of Fund Since: 1996 to 2001 and since 2002” for John E. Denneen . |
| Address of record | c/o Royce Investment Partners (One Madison Avenue in 2025; 745 Fifth Avenue in 2023–2024) . |
| Contracts, severance, change-of-control | Not disclosed in the DEF 14A filings reviewed (no officer employment agreements or severance/change-of-control terms presented) . |
| Clawback/ownership guidelines | Not disclosed in the DEF 14A filings reviewed . |
Investment Implications
- Alignment: He beneficially owns 12,600 shares (~0.19–0.20% of shares outstanding across 2023–2025), providing some direct alignment with RGT shareholders though at a relatively small percentage, which moderates personal exposure to fund NAV/discount dynamics .
- Limited visibility into pay-for-performance: RGT’s proxy filings disclose director pay but do not provide officer compensation details, equity grants, or performance metrics for officers—restricting analysis of incentive alignment, vesting pressure, and potential insider selling drivers from award schedules .
- Retention/contract risk: Officers are elected annually and serve at the pleasure of the Board; absence of disclosed employment agreements, severance, or change-of-control economics limits assessment of retention risk or parachute exposure around strategic events .
- Governance influence: As Secretary and Chief Legal/Compliance Officer for The Royce Funds, he occupies a central governance/compliance role; monitoring future filings (e.g., 8-K Item 5.02 for officer changes and DEF 14A updates) can surface changes in role scope or oversight responsibilities .