Michael K. Shields
About Michael K. Shields
Independent Director of Royce Micro-Cap Trust, Inc. (RMT), age 67, serving since 2015; currently a Class II Director with his current term expiring in 2025 and nominated for a new three‑year term through the 2028 Annual Meeting . Shields has 30+ years in investment management, including CEO roles at trust and asset management firms, and serves as CIO of National Christian Foundation (since April 2024), bringing deep finance and portfolio oversight credentials aligned with RMT’s audit and nominating work .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Christian Foundation | Chief Investment Officer | Since Apr 2024 | Senior investment leadership; relevant to portfolio oversight |
| Piedmont Trust Company (private NC trust company) | President & CEO | Feb 2012–Dec 2023 | Executive leadership; trust governance experience |
| Shields Advisors | Owner | Apr 2010–Jun 2012 | Investment consulting; advisory insights |
| Eastover Capital Management | President & CEO | 2005–2007 | Asset management leadership |
| Campbell, Cowperthwait & Co. (U.S. Trust subsidiary) | President & CEO | 1997–2002 | Asset management leadership; fiduciary oversight |
| Scudder, Stevens & Clark | Equity PM & co‑manager, Quality Growth Team | 1992–1997 | Fundamental equity investment expertise |
External Roles
| Organization | Role | Start Date | Committees/Impact |
|---|---|---|---|
| UNC Charlotte Investment Fund Board | Chairman | Feb 2016 | Endowment/investment fund chair; oversight of investment governance |
| Halftime Carolinas Board | Chairman | Feb 2011 | Non‑profit leadership |
| National Christian Foundation | Chief Investment Officer | Apr 2024 | Senior portfolio leadership; potential time‑commitment consideration |
Board Governance
- Independence: Shields is a non‑interested, Independent Director under the Investment Company Act; 6 of 7 directors are independent .
- Leadership structure: President (an interested person) chairs board meetings; Grisanti is the Lead Independent Director and chairs independent executive sessions .
- Committee memberships: Audit Committee member (NYSE “independent” standard); Nominating Committee member; neither chair role (Audit chaired by Poston; Nominating historically chaired by O’Brien) .
- Attendance and engagement: In 2024, the Board held 7 meetings; Audit Committee held 4; Nominating held 0. Each director attended at least 75% of aggregate Board and committee meetings .
| Governance Item | Detail |
|---|---|
| Board Class | Class II Director; term expires 2025; nominated to serve through 2028 |
| Independence | Independent (non‑interested) Director |
| Committees | Audit Committee; Nominating Committee (member) |
| Chair Roles | None (Audit Chair: Poston; Lead Independent: Grisanti; Nominating Chair historically: O’Brien) |
| 2024 Meetings | Board: 7; Audit: 4; Nominating: 0 |
| Attendance Threshold | ≥75% aggregate Board/committee attendance (all directors met) |
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $10,000 | 2024 | Standard arrangement for Independent Directors |
| Per Board meeting fee | $450 per meeting | 2024 | Paid for each Board meeting attended |
| Role premia | $0 | 2024 | Lead Independent ($1,475) and Audit Chair ($984) premia paid to Grisanti and Poston, respectively; Shields does not receive these |
| Aggregate compensation from RMT | $12,250 | 2024 | Paid by RMT |
| Total comp from The Royce Funds | $223,500 | 2024 | Fund complex compensation |
| Aggregate comp from Fund & Fund Complex | $223,500 | 2024 | Combined figure for Shields |
| Pension/Retirement benefits | None | 2024 | None accrued; no estimated benefits |
2025: The $10,000 retainer and $450 meeting fee structure continues; role premia remain for Lead Independent and Audit Chair (not Shields) .
Performance Compensation
| Metric Type | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Not disclosed / none indicated | Proxy states no remuneration beyond the standard cash arrangement; no equity awards referenced for directors |
| Bonuses / performance‑based cash | Not disclosed / none indicated | No bonus/performance metrics for directors disclosed |
| Clawbacks / severance / change‑of‑control provisions | Not disclosed | No director‑specific clawback/severance/CoC terms disclosed in the proxy |
Other Directorships & Interlocks
| Company/Board | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Other public company boards | Public | None | No current public company directorships; reduces interlock risk |
| The Royce Funds complex | Investment companies | Director/Trustee of all 15 Royce Funds portfolios | Standard family‑complex oversight; Audit and Nominating membership across complex |
Expertise & Qualifications
- 30+ years investment and business experience; executive leadership at trust and asset management firms; equity portfolio management background .
- Active chair roles on investment/non‑profit boards; brings governance and fiduciary oversight to RMT’s audit/nomination functions .
- Audit Committee membership under NYSE independence standards; committee is central to financial statement integrity and auditor oversight .
Equity Ownership
| Item | Amount |
|---|---|
| Shares owned (beneficial) | 1,500 |
| Dollar range in RMT | $10,001–$50,000 |
| Dollar range across Royce Funds | Over $100,000 |
| Shares outstanding (Record Date) | 52,592,863 |
| Ownership % of outstanding | ~0.0029% (1,500 / 52,592,863) |
| Section 16(a) compliance | All required filers complied in most recent fiscal year |
| Pledged/Hedged shares | Not disclosed |
Governance Assessment
-
Positive indicators:
- Independent director with audit and nominating committee roles; committee structure adheres to NYSE and 1940 Act independence requirements .
- Attendance meets ≥75% threshold; demonstrates minimum engagement; Board and Audit activity consistent with oversight role (Board 7 meetings; Audit 4) .
- Conservative director pay structure (low cash retainer/meeting fees; no equity awards or pensions); reduces misalignment risk for closed‑end fund governance .
-
Watch items:
- Low direct RMT ownership (~0.0029%); while common in fund complexes, minimal “skin‑in‑the‑game” may dampen alignment relative to operating companies .
- Multiple external commitments (CIO role at National Christian Foundation; chair roles at UNC Charlotte and Halftime Carolinas) warrant ongoing monitoring for time‑commitment but no overboarding on public company boards is evident .
- No explicit disclosure of director stock ownership guidelines, hedging/pledging policies for directors, or clawback provisions; absence of disclosure is typical for fund boards but limits assessment of alignment safeguards .
-
Conflicts and related parties:
- Independent director status; no ownership of Franklin Resources or affiliates by Independent Directors and immediate family (other than registered funds) reduces affiliate‑conflict risk .
- Audit Committee oversight of PwC independence and non‑audit services supports auditor independence; no concerns flagged in 2024 audit review .
Overall, Shields brings seasoned investment leadership and fulfills independent oversight roles on key committees with modest, cash‑only director compensation. Alignment is adequate for a closed‑end fund board, though direct ownership is small and policy disclosure on hedging/pledging is limited; continued monitoring of time commitments and ownership would improve investor confidence .