Patricia Chadwick

About Patricia W. Chadwick

Patricia W. Chadwick is an Independent “Non-Interested” Director of Royce Global Trust, Inc. (RGT), serving since 2011 and currently nominated as a Class II Director for a three-year term expiring at the 2028 annual meeting; she is age 76 and is designated an Audit Committee Financial Expert . She is President and Consultant at Ravengate Partners LLC (since 2000), with over 30 years of investment and business experience, including extensive financial sector work and service on public and private boards .

Past Roles

External Roles

Board Governance

• Independence: Chadwick is a Non-Interested Director; RGT’s Board has a majority of Independent Directors and follows NYSE independence standards for the Audit Committee .
• Committee assignments: Member, Audit Committee and Nominating Committee; designated Audit Committee Financial Expert (alongside the Audit Chair). She is not a committee chair .
• Leadership: The Board has no chair; the President (an interested person) chairs meetings. Christopher C. Grisanti serves as Lead Independent Director, chairing executive sessions of Independent Directors .
• Attendance: In 2024, the Board held 8 meetings; Audit Committee held 4; Nominating Committee held none. Each Director in office attended at least 75% of the aggregate Board and committee meetings .
• Shareholder meeting attendance: Only one Director attended the 2024 annual stockholder meeting (individual names not disclosed) .
• Governance structures: Audit Committee charter (updated through 2019) and Nominating Committee charter (amended May 5, 2025) set clear scopes, independence requirements, and pre-approval policies for auditor services .

Fixed Compensation

Director compensation is cash-based, consisting of annual retainers and per-meeting fees, with modest role-based premiums for the Lead Independent Director and the Audit Committee Chair. Actual aggregate cash paid to Chadwick by the Fund and her total complex compensation are below.

Director fee schedule disclosures:

• FY 2023 schedule: Annual retainer $2,800; $300 per Board meeting; Lead Independent Director premium $413; Audit Committee Chair premium $275 .
• FY 2024 schedule (as disclosed in the 2025 proxy): Annual retainer $2,500; $250 per Board meeting; Lead Independent Director premium $369; Audit Committee Chair premium $246; same schedule continues for FY 2025 .
• Note: The 2024 proxy set 2024 fees at $2,800/$300, while the 2025 proxy reports 2024 fees as $2,500/$250; investors should note this discrepancy in fee schedule disclosures .

Performance Compensation

• No equity or option compensation for Directors is disclosed; the proxy describes only cash retainers/meeting fees and notes no remuneration beyond the standard arrangement for the year .
• No performance-based metrics, severance, change-of-control provisions, clawbacks, or tax gross-ups are disclosed for Directors .

Other Directorships & Interlocks

No related-party transactions or family relationships involving Chadwick are disclosed; Independent Directors and their immediate families did not own securities of Franklin Resources, Inc. (Royce’s indirect corporate parent) or affiliates (other than registered investment companies) .

Expertise & Qualifications

• Audit Committee Financial Expert designation; extensive investment and business experience (30+ years) and consulting background with business and non-profit entities .
• Service across The Royce Funds complex brings deep familiarity with fund governance and oversight frameworks .

Equity Ownership

Group holdings: Directors and officers as a group (12 persons) owned approximately 1.35% of RGT as of the 2025 record date .

Governance Assessment

• Strengths:

  • Independence and oversight: Non-Interested Director, adherent to NYSE independence standards on the Audit Committee; designated Audit Committee Financial Expert .
  • Engagement: Met minimum 75% attendance threshold across Board/Audit/Nominating (Board held eight meetings; Audit four; Nominating none in 2024) .
  • Experience breadth: 30+ years in investment/business; roles across fund complex; external investment company board service .

• Concerns and investor signals:

  • RED FLAG: Zero beneficial ownership of RGT shares may indicate limited direct alignment with RGT shareholders (though she holds “Over $100,000” in securities across The Royce Funds overseen) .
  • RED FLAG: Only one Director attended the 2024 stockholder meeting—limited board presence at shareholder meetings may dampen investor engagement optics .
  • Governance context: The Fund’s prior opt-in to the Maryland Control Share Acquisition Act and ongoing litigation culminating in Second Circuit affirmation (June 26, 2024) and Supreme Court certiorari (June 30, 2025) reflect contested shareholder rights frameworks, which can affect investor confidence even if not director-specific .

• Compensation context:

  • Modest cash-only director fees at the Fund level; substantially larger total compensation across the Royce Funds complex is typical for multi-fund governance but may raise questions about adviser complex reliance—monitor role-based independence and committee rigor .

• Related-party/Conflict review:

  • No disclosed related-party transactions, loans, or securities owned in Franklin Resources or affiliates by Independent Directors; no family relationships; Section 16(a) compliance asserted .