Michael Shields
About Michael K. Shields
Michael K. Shields, age 67, is an Independent (non‑interested) Class II Director of Royce Global Trust, Inc. (RGT). He has served on the Board since 2015 and was nominated in 2025 to continue as a Class II Director with a term through the 2028 annual meeting, subject to shareholder approval . Shields brings 30+ years of investment and business experience, including senior CIO/CEO roles in asset management and fiduciary oversight, and currently serves as Chief Investment Officer of National Christian Foundation (since April 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piedmont Trust Company (private NC trust company) | President & Chief Executive Officer | Feb 2012 – Dec 2023 | Led trust company; executive oversight |
| Shields Advisors (investment consulting) | Owner | Apr 2010 – Jun 2012 | Advisory leadership |
| Eastover Capital Management | President & Chief Executive Officer | 2005 – 2007 | Asset management leadership |
| Campbell, Cowperthwait & Co. (U.S. Trust subsidiary) | President & Chief Executive Officer | 1997 – 2002 | Led investment subsidiary |
| Scudder, Stevens & Clark | Equity Portfolio Manager & Co‑Manager, Quality Growth Team | 1992 – 1997 | Public markets investment management |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| National Christian Foundation | Chief Investment Officer | Apr 2024 | Current role |
| UNC Charlotte Investment Fund Board | Chairman | Feb 2016 | Current; endowment/investment oversight |
| Halftime Carolinas Board | Chairman | Feb 2011 | Current |
Board Governance
- Independence and Board Structure: Shields is a Non‑Interested (Independent) Director; 6 of 7 RGT directors are independent. The Board has designated a Lead Independent Director (Christopher C. Grisanti). The President (an interested person) chairs Board meetings; independent directors meet in executive sessions led by the Lead Independent Director .
- Committees: Member, Audit Committee (chair is Julia W. Poston; Audit Committee Financial Experts designated include Patricia W. Chadwick and Julia W. Poston) . Member, Nominating Committee (composed of all six independent directors) .
- Meetings and Attendance: 2024 meetings—Board: 8; Audit: 4; Nominating: 0. Each director in office during 2024 attended at least 75% of the aggregate of Board and committee meetings held during that year .
- Retirement Policy: Independent Directors retire on December 31 of the year in which they reach age 79, subject to discretionary waiver by the Board .
- Stockholder Meeting Attendance: The Fund has no formal policy; one director attended the 2024 annual meeting (individual not identified) .
Fixed Compensation
| Component | Detail | Amount/Rate | Period |
|---|---|---|---|
| Annual retainer (Independent Directors) | Cash retainer for Board service | $2,500 per year | 2024; same for 2025 |
| Per‑meeting fee (Board) | Cash fee per Board meeting attended | $250 per meeting | 2024; same for 2025 |
| Additional leadership fees | Lead Independent Director; Audit Chair | $369 (Lead Independent); $246 (Audit Chair) | 2024; same for 2025 |
| Aggregate compensation from RGT (Shields) | Cash compensation from this Fund | $3,750 | Calendar 2024 |
| Pension/retirement benefits | Accrued as part of Fund expenses | None | 2024 |
| Estimated annual benefits upon retirement | — | None | 2024 |
| Total compensation from The Royce Funds (Shields) | Aggregate paid across Royce Funds | $223,500 | Calendar 2024 |
No Director received remuneration beyond the standard arrangement in 2024 .
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs/DSUs) | Not disclosed/None indicated | Proxy describes fixed retainers and meeting fees; no equity program for directors is disclosed . |
| Option awards | Not disclosed/None indicated | No options disclosed for directors . |
| Performance metrics (revenue/EBITDA/TSR/ESG) | Not applicable | No performance‑linked director comp disclosed . |
| Clawback provisions | Not disclosed | — |
| Deferred compensation | Not disclosed | — |
| Compensation governance | No standing compensation committee; Independent Directors review their compensation annually . | Governance framework vs. performance pay . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Other investment company boards | Director/Trustee of all other The Royce Funds (15 portfolios) |
| Committee roles at RGT | Audit Committee member; Nominating Committee member (independent‑only) |
| Potential interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- 30+ years of investment and business experience, including executive leadership in asset management and fiduciary oversight; serves as Chairman of an institutional investment fund board (UNC Charlotte) and CIO for a large philanthropic organization .
- Active Audit Committee member; Board emphasizes financial literacy and designates Audit Committee Financial Experts among independent directors (Shields not designated as ACFEs; committee chaired by Poston) .
- Serves across The Royce Funds complex, bringing cross‑fund governance continuity and sector expertise .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (RGT) | 8,500 shares |
| Aggregate dollar range (RGT) | Over $100,000 |
| Ownership as % of shares outstanding | ~0.13% (8,500 / 6,519,010) |
| Aggregate dollar range across all Royce Funds overseen | Over $100,000 |
| Section 16(a) filings compliance | Fund believes all officers/directors complied during most recent fiscal year |
| Pledging/hedging | Not disclosed |
| Ownership of Franklin Resources, Inc. or affiliates by Independent Directors or immediate family | None (other than interests in registered funds) |
Insider Trades
| Item | Status/Detail |
|---|---|
| Form 3/4/5 reporting status | Fund states compliance with Section 16(a) filing requirements for officers/directors in the most recent fiscal year |
| Recent Form 4 transactions (individual) | Not disclosed in the proxy; no individual transaction detail provided |
Governance Assessment
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Strengths
- Independent director with long tenure (since 2015) and deep investment leadership background; sits on Audit and Nominating Committees, supporting oversight of financial reporting and board refreshment .
- Demonstrable “skin in the game”: reports Over $100,000 in RGT holdings and 8,500 shares, which is meaningful alignment versus fixed cash retainers .
- Board independence and structure: 6/7 independent; designated Lead Independent Director; Audit Committee composed entirely of independent directors with identified financial experts .
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Watch items
- Nominating Committee activity was low in 2024 (no meetings), which may suggest limited board refreshment cadence absent specific needs .
- Only one director attended the 2024 stockholder meeting (individual not identified), a potential investor‑engagement optics issue at the board level .
- Ongoing control‑share litigation backdrop (MCSAA); while not specific to Shields, it frames governance risk and shareholder rights considerations under Board oversight. The Supreme Court granted certiorari on June 30, 2025, to address a key ICA enforcement issue .
-
Conflicts/Related‑Party Exposure
- No independent director (or immediate family) owned securities of Franklin Resources (Royce’s parent) or affiliates (other than registered funds), reducing affiliate conflict risk .
- Compensation is simple cash retainers/meeting fees; no equity or performance‑based awards for directors, minimizing pay‑for‑performance conflict risks for independent oversight .
-
Overall View
- Shields appears to be a financially aligned, experienced independent director active on key oversight committees. Absence of disclosed conflicts, meaningful personal ownership, and committee participation support investor confidence; areas to monitor include committee activity cadence and broader board engagement with shareholders .