John E. Denneen
About John E. Denneen
John E. Denneen serves as Secretary and Chief Legal Officer of Royce Micro-Cap Trust, Inc. and Secretary and Chief Legal Officer across The Royce Funds; at Royce Investment Partners he is General Counsel, Managing Director, and Chief Legal and Compliance Officer, and has been a Member of the Board of Managers since 2015 . He is currently listed as age 58 and has served as an officer of the Fund from 1996–2001 and continuously since 2002 . The proxy statements do not disclose executive performance metrics (TSR, revenue/EBITDA growth) or pay-for-performance linkages for fund officers; compensation disclosure is limited to director fees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Royce Investment Partners | General Counsel; Managing Director; Chief Legal & Compliance Officer; Member, Board of Managers | Member of Board of Managers since 2015; tenure as GC/MD/CLCO noted “during past five years” | Oversees legal and compliance across Royce fund complex; governance liaison for The Royce Funds |
| Royce Micro-Cap Trust, Inc. (RMT) | Secretary and Chief Legal Officer (officer of the Fund) | Officer 1996–2001 and since 2002 | Corporate secretary duties, legal oversight, board/process administration |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Royce Funds (fund complex) | Secretary and Chief Legal Officer | Ongoing (not dated beyond “during past five years”) | Fund complex governance, legal and compliance coordination |
| Royce Investment Partners (parent adviser) | General Counsel; Managing Director; Chief Legal & Compliance Officer | Ongoing | Adviser-level legal/compliance leadership supporting the closed‑end funds |
Fixed Compensation
- Executive officer compensation (base salary, bonus, equity) for fund officers is not disclosed in RMT’s proxy statements; compensation disclosure is provided only for Independent Directors (e.g., $10,000 annual retainer in 2024, $450 per Board meeting; lead independent director and audit chair stipends) .
- RMT states it has no standing compensation committee; Independent Directors review only their own compensation annually .
Performance Compensation
- Not disclosed for fund officers; no details on performance metrics, PSUs/RSUs or option awards for John E. Denneen in RMT proxies .
Equity Ownership & Alignment
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares Outstanding | 48,641,448 | 50,682,110 | 52,592,863 |
| John E. Denneen Beneficial Ownership (shares) | 4,983 | 4,983 | 4,983 |
| Ownership as % of Shares Outstanding | 0.010% (4,983/48,641,448) | 0.0098% (4,983/50,682,110) | 0.0095% (4,983/52,592,863) |
| Directors & Officers as a Group | <1% of shares outstanding | <1% of shares outstanding | <1% of shares outstanding |
- No disclosure of vested vs unvested shares, options (exercisable/unexercisable), pledging, hedging, or stock ownership guidelines for officers in the proxies .
Employment Terms
- Role and tenure: Officer of the Fund (Secretary & Chief Legal Officer) 1996–2001 and since 2002; age 58 in 2025 .
- Officers are elected annually by the Board and serve at the pleasure of the Board (no fixed contract term disclosed; no auto-renewal or expiration dates specified) .
- Section 16 compliance: The Fund reports all officers/directors complied with Section 16 filing requirements in the most recent fiscal years reviewed .
- Severance, change‑of‑control, non-compete/non-solicit, clawbacks, tax gross‑ups, deferred compensation, pension/SERP, or perquisites for officers are not disclosed in RMT proxies .
Investment Implications
- Alignment: Beneficial ownership is small (~0.009–0.010% of shares outstanding), indicating limited direct equity exposure; no pledging/hedging disclosures appear in the proxies, and no officer stock ownership guidelines are disclosed, reducing visibility into alignment policies .
- Transparency: As a closed‑end fund, RMT discloses director fees but not officer compensation structures or performance metrics; absence of disclosed severance/CoC terms and incentive metrics limits assessment of pay‑for‑performance and retention levers for officers .
- Governance/continuity: Officers are elected annually and serve at the Board’s pleasure, with long-tenured legal leadership (officer since 1996 and continuously since 2002) and clean Section 16 compliance, suggesting process stability and low regulatory risk signals for the legal function .