G. Peter O’Brien
About G. Peter O’Brien
Independent Class I Director at Royce Micro-Cap Trust, Inc. (RMT); age 79; serving since 2011 with current term through the 2027 annual meeting . Former Managing Director in Merrill Lynch’s Equity Capital Markets Group (1971–1999) and long-standing nonprofit governance roles including Colgate University Trustee (1996–2005; Trustee Emeritus since 2005) and Hill House, Inc. (President 2001–2005; Board Member 1999–2019; Emeritus since 2019) . He has previously chaired RMT’s Nominating Committee (including 2023) and is designated a non-interested (independent) director under the Investment Company Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch & Co. | Managing Director, Equity Capital Markets Group | 1971–1999 | Senior leadership in capital markets |
| Colgate University | Trustee | 1996–2005 | University governance |
| Colgate University | Trustee Emeritus | Since 2005 | Honorary emeritus status |
| Hill House, Inc. | President | 2001–2005 | Executive leadership |
| Hill House, Inc. | Board Member | 1999–2019 | Long-term nonprofit board service |
| Bridges School | Director | 2006–2018 | Education sector governance |
| TICC Capital Corp. | Director | 2003–2017 | Public BDC board experience |
External Roles
| Organization | Role | Status / Scope | Notes |
|---|---|---|---|
| The Royce Funds | Director/Trustee | 15 portfolios overseen | Part of fund complex governance |
| Legg Mason Family of Funds | Director/Trustee | 49 portfolios overseen | Franklin-affiliated complex |
| Colgate University | Trustee Emeritus | Ongoing | Nonprofit governance |
| Hill House, Inc. | Emeritus Board Member | Since 2019 | Nonprofit governance |
Board Governance
- Independence: Non-interested director; 6 of 7 directors are independent; lead independent director is Christopher C. Grisanti .
- Committee memberships: Audit Committee member; Nominating Committee member; past Chair of Nominating Committee (including 2023) .
- Board leadership: No board chair; Fund President (interested person) acts as chair at meetings; independent directors designate a lead independent director .
- Attendance: Each director attended ≥75% of combined Board and committee meetings in 2024; same ≥75% threshold met in 2023 .
- Shareholder meeting attendance policy: No formal policy; one director attended the 2024 annual meeting .
| Meeting Activity | 2023 | 2024 |
|---|---|---|
| Board meetings held | 6 | 7 |
| Audit Committee meetings held | 3 | 4 |
| Nominating Committee meetings held | 3 | 0 |
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual cash retainer (Independent Directors) | $11,000 | $10,000 | $10,000 |
| Board meeting fee (per meeting) | $500 | $450 | $450 |
| Lead Independent Director premium | $1,623 (to Grisanti) | $1,475 (to Grisanti) | $1,475 (to Grisanti) |
| Audit Committee Chair premium | $1,082 (to Mehlman) | $984 (to Poston) | $984 (to Poston) |
| O’Brien Compensation | 2023 | 2024 |
|---|---|---|
| Aggregate Compensation from RMT | $13,500 | $12,250 |
| Total Compensation from The Royce Funds (all portfolios) | $248,300 | $223,500 |
| Total Compensation from Fund and Fund Complex (Royce + Legg Mason) | $698,300 | $724,250 |
No equity retainer or stock-based awards for directors; compensation limited to cash retainer and meeting fees (with separate premiums for lead independent and audit chair roles) .
Performance Compensation
| Metric | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs), options | Not granted to directors; no performance-linked equity disclosed |
| Bonus/variable pay | Not applicable for directors |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable for directors |
Other Directorships & Interlocks
| Company | Role | Timing | Notes |
|---|---|---|---|
| Current public company directorships | None | — | “Other Public Company Directorships: None” |
| TICC Capital Corp. | Director | 2003–2017 | Past BDC directorship |
| Legg Mason Family of Funds | Director/Trustee | Ongoing | Franklin-affiliated fund complex; typical multi-board oversight for fund governance |
- Related-party cross-holdings: No independent director (or immediate family) directly or indirectly owns securities of Franklin Resources, Inc. or its affiliates (other than registered investment companies) .
Expertise & Qualifications
- 35+ years business experience; extensive financial sector background; served as Nominating Committee Chair (including 2023) .
- Broad mutual fund governance exposure across The Royce Funds and Legg Mason/Franklin complexes .
Equity Ownership
| Item | Value |
|---|---|
| Shares outstanding (Record Date 2025) | 52,592,863 |
| O’Brien beneficial ownership (RMT common) | 2,360 shares |
| Dollar range of equity in RMT | $10,001–$50,000 |
| Dollar range of securities in all Royce Funds overseen | Over $100,000 |
| Group ownership (all directors/officers) | Less than 1% of outstanding shares |
No disclosure of pledging/hedging of company stock; all Section 16 filings for insiders deemed compliant for the most recent fiscal year .
Governance Assessment
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Strengths
- Independence and experience: Non-interested director with deep capital markets and fund governance background; active service on Audit and Nominating Committees and prior Nominating Chair role .
- Attendance: Met ≥75% attendance threshold across Board and committees in 2023 and 2024, supporting engagement .
- Audit oversight robustness: Audit Committee composed entirely of independent directors; designated financial experts; clear pre-approval policies and auditor independence oversight .
- Conflict safeguards: No independent director or immediate family holdings in Franklin or affiliates; reduces related-party risks in a Franklin-affiliated complex .
-
Watch items / potential red flags
- Retirement policy and age: Independent directors retire in the year they reach age 79, subject to board waiver; O’Brien is 79 with a term to 2027, implying a discretionary waiver may be required and posing succession/timeline uncertainty .
- Low direct equity stake: Beneficial ownership of 2,360 RMT shares and overall group ownership <1% limit alignment; though typical for closed-end fund boards, it offers limited “skin-in-the-game” signal .
- Nominating Committee inactivity in 2024: No meetings held despite prior activity; relieves workload but may suggest limited refresh activity in that year .
- Shareholder meeting presence: Only one director attended the 2024 annual meeting; no attendance policy; modest investor-facing engagement signal .
-
Compensation alignment signals
- Cash-only, low fixed retainers and per-meeting fees; no equity, options, or performance metrics. Structure minimizes pay-for-performance alignment but is standard for fund boards; leadership premiums are modest and not applicable to O’Brien .
-
Related-party transactions
- None disclosed involving O’Brien; auditor non-audit services deemed compatible with independence; Section 16 compliance affirmed for insiders .
Overall, O’Brien brings seasoned capital markets and fund governance expertise with consistent committee engagement and independence safeguards; watch items include retirement policy timing, limited personal equity stake, and reduced nominating activity in 2024, which investors may weigh for board continuity and alignment .