Christopher D. Clark
About Christopher D. Clark
Christopher D. Clark serves as President and Class III Director of Royce Micro‑Cap Trust, Inc. (RMT); he is designated an “interested person” due to his roles at Royce Investment Partners, where he is Chief Executive Officer (since July 2016), President (since July 2014), Co‑Chief Investment Officer (since January 2014), Managing Director, and Member of the Board of Managers (since June 2015). Mr. Clark is 60 years old and has been employed by Royce since May 2007; he has over 25 years of investment and business experience, including extensive experience in the financial sector . Fund documents do not disclose TSR, revenue growth, or EBITDA growth metrics tied to Mr. Clark’s compensation or performance at RMT .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Royce Investment Partners | Chief Executive Officer | Since Jul 2016 | Firm leadership; investment oversight |
| Royce Investment Partners | President | Since Jul 2014 | Day-to-day and strategic management |
| Royce Investment Partners | Co‑Chief Investment Officer | Since Jan 2014 | Co‑lead of investment process and performance oversight |
| Royce Investment Partners | Managing Director; Board of Managers | Since Jun 2015 | Governance of adviser; oversight of fund complex |
| The Royce Funds (RMT, RVT, RGT, TRF, RCF) | President; Director/Trustee | Since at least 2014 | Leadership and board roles across fund complex |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Royce Small‑Cap Trust, Inc. (RVT) | President and Director/Trustee | Ongoing (not dated) | Governance/leadership in related closed‑end fund |
| Royce Global Trust, Inc. (RGT) | President and Director/Trustee | Ongoing (not dated) | Governance/leadership in related closed‑end fund |
| The Royce Fund (TRF) | President and Director/Trustee | Ongoing (not dated) | Governance/leadership in open‑end fund family |
| Royce Capital Fund (RCF) | President and Director/Trustee | Ongoing (not dated) | Governance/leadership in fund complex |
| Other public company directorships | None | N/A | No additional public boards (reduces interlock risk) |
Fixed Compensation
RMT discloses director fees for Independent Directors only; the proxy enumerates the fee schedule and aggregate amounts for Independent Directors, while compensation for Mr. Clark as Director is not listed. Independent Directors: $10,000 annual retainer plus $450 per Board meeting; additional stipends: Lead Independent Director $1,475 and Audit Committee Chair $984 (2024, continuing into 2025) .
| Component | 2024 | 2025 |
|---|---|---|
| Board annual retainer (Independent Directors) | $10,000 | $10,000 |
| Per‑meeting fee (Independent Directors) | $450 | $450 |
| Lead Independent Director stipend | $1,475 | $1,475 |
| Audit Committee Chair stipend | $984 | $984 |
| Mr. Clark director compensation disclosed? | Not disclosed | Not disclosed |
Note: Officers of the Fund are elected annually and serve at the pleasure of the Board; officer compensation arrangements (e.g., base salary, bonus) are not disclosed in the RMT proxy, consistent with typical registered investment company practice where officers are employees of the adviser (Royce) .
Performance Compensation
RMT’s proxy does not disclose any incentive compensation metrics, vesting schedules, RSU/PSU/option awards, severance, change‑of‑control terms, clawbacks, or ownership guidelines for Mr. Clark in his capacity related to RMT. These economics, if any, would be at the adviser (Royce) and are not included in the Fund’s proxy statement .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed by RMT | – | – | – | – | – |
Equity Ownership & Alignment
| Metric | 2024 Record Date | 2025 Record Date |
|---|---|---|
| Shares outstanding | 50,682,110 | 52,592,863 |
| Mr. Clark beneficial ownership (shares) | 47,640 | 57,621 |
| Aggregate dollar range of equity in RMT (Mr. Clark) | Over $100,000 | Over $100,000 |
| Ownership as % of shares outstanding | ~0.094% (47,640 / 50,682,110) | ~0.110% (57,621 / 52,592,863) |
| Vested vs. unvested shares | Not applicable/not disclosed | Not applicable/not disclosed |
| Shares pledged as collateral | Not disclosed | Not disclosed |
| Hedging policy | Not disclosed | Not disclosed |
| Director/Officer group ownership | <1% of outstanding (12 persons) | <1% of outstanding (12 persons) |
Employment Terms
- Office of Fund Since: President since 2014; serves at the pleasure of the Board .
- Contract term, non‑compete, non‑solicit, garden leave, severance/change‑of‑control, clawback, deferred compensation, tax gross‑ups: Not disclosed in the Fund’s proxy .
- Distribution Committee: The Board’s Distribution Committee is comprised of Christopher D. Clark (interested person); responsible for approving dividends/distributions consistent with Subchapter M .
- Board/Committee Meetings and Attendance: In 2023, Board held six meetings, Audit Committee three, Nominating Committee three; each Director in office attended ≥75% of aggregate Board and committee meetings .
Board Governance
- Board Composition: Six of seven Directors are Independent; Mr. Clark is the sole “interested” Director due to his position with Royce .
- Leadership Structure: The Board does not have a chairman, but the President (Mr. Clark) acts as chairman at Board meetings; Christopher C. Grisanti serves as Lead Independent Director .
- Committees:
- Audit Committee: Independent Directors only; current members include Patricia W. Chadwick, Christopher C. Grisanti, Cecile B. Harper, G. Peter O’Brien, Julia W. Poston (Chair), and Michael K. Shields; designated Audit Committee Financial Experts include Ms. Chadwick and Ms. Poston .
- Nominating Committee: Independent Directors only; charter attached; historically chaired by G. Peter O’Brien (e.g., 2023) .
- Distribution Committee: Comprised of Christopher D. Clark (interested person) .
- Class and Term: Mr. Clark is Class III Director; current term expires at the 2026 annual meeting .
- Independence/Dual‑Role Implications: Mr. Clark’s dual role (President acting as chair at Board meetings + interested Director + sole member of Distribution Committee) concentrates agenda‑setting influence with management; mitigants include majority‑independent Board, Lead Independent Director, and fully independent Audit/Nominating Committees .
Director Compensation
| Name | Aggregate Compensation from RMT (2024) | Total Compensation from The Royce Funds (2024) | Total Fund+Fund Complex Compensation (2024) | Notes |
|---|---|---|---|---|
| Patricia W. Chadwick | $12,250 | $223,500 | $223,500 | Independent Director |
| Christopher C. Grisanti | $13,725 | $250,500 | $250,500 | Lead Independent stipend included |
| Cecile B. Harper | $12,250 | $223,500 | $223,500 | Independent Director |
| G. Peter O’Brien | $12,250 | $223,500 | $724,250 | Also Legg Mason Funds Trustee |
| Julia W. Poston | $13,234 | $241,500 | $241,500 | Audit Chair stipend included |
| Michael K. Shields | $12,250 | $223,500 | $223,500 | Independent Director |
| Christopher D. Clark | Not disclosed | N/A | N/A | Interested Director; no fees shown |
Performance & Track Record
- Professional Summary: Mr. Clark has over 25 years of investment and business experience; extensive experience in the financial sector; long‑tenured leadership at Royce since 2007 .
- Achievements/Initiatives at RMT: Not specifically enumerated in the proxy; oversight occurs through Board meetings and independent committee structures .
- Controversies/Failed Projects: None disclosed in the proxy .
Compensation Committee Analysis
- Standing Compensation Committee: The Board does not have one; Independent Directors review their own compensation annually .
- Independent Compensation Consultant, peer group, target percentile, or say‑on‑pay: Not applicable/not disclosed for RMT .
Risk Indicators & Red Flags
- Hedging/Pledging of Company Stock: Not disclosed for Mr. Clark in the proxy .
- Related Party Transactions: Board leadership structure and Mr. Clark’s “interested person” status reflect adviser affiliation; majority‑independent Board and committee charters provide governance mitigants .
- Legal Proceedings, SEC Investigations, Low say‑on‑pay: Not disclosed/applicable in proxy .
Equity Ownership & Alignment — Detail
| Holder | Shares Owned (2024) | Shares Owned (2025) | Dollar Range (RMT) | Dollar Range (All Royce Funds Overseen) |
|---|---|---|---|---|
| Christopher D. Clark | 47,640 | 57,621 | Over $100,000 | Over $100,000 |
| All Directors/Officers (12 persons) | <1% of outstanding | <1% of outstanding | N/A | N/A |
Employment Terms
| Term Element | Disclosure |
|---|---|
| Officer since | President of Fund since 2014 |
| Serves at pleasure of Board | Yes (officer capacity) |
| Contract term/expiration | Not disclosed |
| Severance/change‑of‑control | Not disclosed |
| Clawback provisions | Not disclosed |
| Non‑compete/non‑solicit/garden leave | Not disclosed |
Investment Implications
- Alignment: Mr. Clark holds a meaningful personal stake in RMT (57,621 shares; ~0.11% of outstanding as of the 2025 record date), with dollar range “Over $100,000,” suggesting baseline alignment; however, detailed equity‑based incentive structures, pledging, and hedging policies are not disclosed at the Fund level, limiting pay‑for‑performance analysis .
- Governance: Dual roles (President acting as chair + interested Director + sole Distribution Committee member) concentrate procedural influence, but the Board’s majority independence, Lead Independent Director, and independent Audit/Nominating committees provide structural checks; investors should monitor dividend/distribution decisions given Mr. Clark’s sole membership on the Distribution Committee .
- Compensation/Retention: Compensation economics for Mr. Clark (salary, bonus, equity awards, vesting) reside at Royce and are not disclosed in RMT’s proxy; absence of severance/change‑of‑control and clawback details at the Fund level constrains analysis of retention risk and downside accountability. Engagement with the adviser on incentives and alignment may be warranted for deeper diligence .
- Trading Signals: No insider selling pressure or pledging disclosures are provided; ownership increased from 47,640 to 57,621 shares between 2024 and 2025 record dates, which is a modestly positive alignment signal; ongoing monitoring of insider filings and distribution actions could provide additional signals around capital allocation and sentiment .