Patricia W. Chadwick
About Patricia W. Chadwick
Independent Class II Director of Royce Micro-Cap Trust, Inc. (RMT); consultant and President of Ravengate Partners LLC since 2000. Age 76, serving on the RMT Board since 2011; designated an Audit Committee Financial Expert. Nominated to continue as a Class II Director with a three-year term expiring at the 2028 Annual Meeting. Background centers on 30+ years of investment and business experience, including service on public, private, and non-profit boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wisconsin Energy Corp. | Director | Until 2022 | Not specified in RMT proxy |
| The Royce Funds (Fund Complex oversight) | Director/Trustee across 15 portfolios | Since 2011 (RMT); ongoing | Audit Committee member; Nominating Committee member; designated Audit Committee Financial Expert at RMT |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Voya Funds | Director (investment company not affiliated with Royce) | Current | Not specified in RMT proxy |
Board Governance
- Structure and independence: 6 of 7 RMT Directors are Independent; Board uses a lead Independent Director (Christopher C. Grisanti) for executive sessions and representation of Independent Directors’ views to management. The President (an interested person) chairs Board meetings.
- Committee assignments: Member, Audit Committee; Member, Nominating Committee. The Audit Committee comprises all Independent Directors and is chaired by Julia W. Poston; Chadwick is designated an Audit Committee Financial Expert.
- Meetings and attendance: In 2024, the Board met 7 times; Audit Committee met 4 times; Nominating Committee met 0 times; each Director attended at least 75% of aggregate Board and committee meetings.
- Director meeting attendance at shareholder meetings: One Director attended the 2024 Annual Meeting (individual attendance not disclosed).
- Independence confirmations: She is a Non-Interested (Independent) Director; no Independent Director or their immediate family owned securities of Franklin Resources, the adviser’s parent, or its affiliates (other than registered investment companies).
Fixed Compensation
| Component | 2024 Terms/Amount | 2025 Terms/Amount |
|---|---|---|
| Annual cash retainer (Independent Directors) | $10,000 | $10,000 |
| Per Board meeting fee (Independent Directors) | $450 per meeting | $450 per meeting |
| Lead Independent Director fee (not applicable to Chadwick) | $1,475 (paid to Grisanti) | $1,475 (paid to Grisanti) |
| Audit Committee Chair fee (not applicable to Chadwick) | $984 (paid to Poston) | $984 (paid to Poston) |
| Aggregate compensation from RMT (Chadwick) | $12,250 (CY 2024) | Not yet disclosed (rate guidance provided) |
| Total compensation from The Royce Funds (Chadwick) | $223,500 (CY 2024) | — |
| Total compensation from Fund & Fund Complex (Chadwick) | $223,500 (CY 2024) | — |
Performance Compensation
| Element | Detail |
|---|---|
| Annual/target bonus | None disclosed for Directors |
| Equity awards (RSUs/PSUs/options) | None disclosed for Directors |
| Performance metrics tied to pay | None disclosed for Directors |
| Clawbacks, CIC/severance | Not applicable to non-executive Directors in proxy disclosures |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Dates | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| Voya Funds | Investment company | Director | Current | Separate complex; no related-party ties to Royce disclosed |
| Wisconsin Energy Corp. | Public company | Director | Until 2022 | Ended prior to current term; no current interlock disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert designation; extensive finance/investment background (30+ years) and consulting experience via Ravengate Partners LLC.
- Member of Audit and Nominating Committees at RMT; Audit Committee includes all Independent Directors and meets regularly with auditors and management.
- Fund board experience across 15 portfolios of The Royce Funds.
Equity Ownership
| Item | Disclosure |
|---|---|
| Beneficial ownership of RMT common stock (Chadwick) | None |
| Aggregate dollar range of equity in RMT | None |
| Aggregate dollar range across Royce Family of Funds overseen | Over $100,000 |
| Shares outstanding (RMT) | 52,592,863 (as of record date) |
| Section 16(a) compliance | Fund reports all officers/Directors complied during most recent fiscal year |
Governance Assessment
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Strengths
- Independent Director with Audit Committee Financial Expert designation; active on both Audit and Nominating Committees, supporting strong financial oversight.
- Board independence and structure (6/7 Independent; lead Independent Director) and documented annual Board self-evaluation process.
- Robust Audit Committee charter with direct auditor oversight and pre-approval policies; annual auditor interactions documented.
- Attendance threshold met (≥75%) amidst 7 Board and 4 Audit meetings in 2024.
-
Potential concerns and monitoring items
- RED FLAG: No beneficial ownership of RMT shares; while common in fund complexes where directors may hold across the family, lack of issuer-level ownership can be viewed as weaker alignment for RMT specifically.
- Nominating Committee held no meetings in 2024; governance cadence should be monitored relative to Board refreshment needs.
- External commitments include oversight across 15 portfolios within The Royce Funds; while treated as one board for certain exchange standards, time demands and aggregate responsibilities should be monitored.
-
Related-party / conflicts
- No Independent Director (including Chadwick) or immediate family members owned securities of Franklin Resources (Royce’s parent) or affiliates (other than registered funds), reducing adviser-related conflicts.
- No related-party transactions involving Chadwick disclosed in the proxy.
-
Shareholder engagement signals
- One Director attended the 2024 Annual Meeting (individual attendance not specified); continued emphasis on visible engagement recommended.