Christopher C. Grisanti
About Christopher C. Grisanti
Independent Class III Director at RVT (Royce Small-Cap Trust, Inc.), serving since 2017 with current term expiring at the 2026 annual meeting; designated by the independent directors as the Lead Independent Director across The Royce Funds, chairing independent director executive sessions and representing their views to management . Age 63; background includes Chief Equity Strategist and Senior Portfolio Manager at MAI Capital Management (since May 2020), co-founder/CEO of Grisanti Capital Management (1999–2020), Director of Research and Portfolio Manager at Spears, Benzak, Salomon & Farrell (1994–1999), and Senior Associate at Simpson Thacher & Bartlett (1988–1994) . Education not disclosed in the proxy statements reviewed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett (law firm) | Senior Associate | 1988–1994 | Legal and capital markets experience |
| Spears, Benzak, Salomon & Farrell | Director of Research; Portfolio Manager | 1994–1999 | Investment research leadership |
| Grisanti Capital Management LLC | Co-Founder; CEO | 1999–2020 | Built and led investment advisory firm |
| MAI Capital Management LLC | Chief Equity Strategist; Senior PM | May 2020–Present | Public markets strategy and portfolio management |
External Roles
| Company | Public/Private | Role | Since | Committees |
|---|---|---|---|---|
| — | — | Other public company directorships: None | — | — |
Board Governance
- Independence: Board composed of 7 directors, 6 are independent; Grisanti is an independent director .
- Lead Independent Director: Grisanti serves as Lead Independent Director, chairs executive sessions of independent directors and represents their views to management; the Board deems this leadership structure appropriate given adviser relationships and potential conflicts in a fund complex .
- Committees:
- Audit Committee: Member; Audit Committee is comprised entirely of independent directors; Ms. Poston (Chair); Ms. Chadwick and Ms. Poston designated as Audit Committee Financial Experts .
- Nominating Committee: Member; composed of all six independent directors; most recent chair noted as G. Peter O’Brien during 2023 .
- Distribution Committee: Not a member (comprised solely of the interested director/President) .
- Meetings and attendance: In 2024, the Board held 8 meetings; Audit Committee held 4; Nominating Committee held none; each director attended at least 75% of the aggregate of Board and committee meetings held during the year .
- Election class and term: Class III; current term expires in 2026 .
- Section 16 compliance: The Fund believes all required insiders complied with Form 3/4/5 filing requirements in the most recent fiscal year .
Fixed Compensation
| Element | Amount | Notes/Period |
|---|---|---|
| Annual cash retainer (Independent Directors) | $18,000 | For 2024; continues for 2025 |
| Board meeting fee | $1,000 per meeting | For 2024; continues for 2025 |
| Lead Independent Director stipend (Grisanti) | $2,656 | For 2024; continues for 2025 |
| Aggregate compensation from RVT (Grisanti) | $25,656 | For year ended Dec 31, 2024 |
| Total compensation from The Royce Funds (Grisanti) | $250,500 | Fund complex total, CY2024 |
| Pension/retirement benefits | None | No accruals/benefits |
YoY structural change (context): In 2023, the independent director retainer was $20,000 and $1,100 per meeting; Lead Independent Director stipend was $2,951 (declined to $2,656 in 2024), indicating a modest shift down in cash fee levels for 2024 .
Performance Compensation
| Metric/Instrument | Structure | Status |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | Not part of director pay | No equity compensation disclosed for directors; compensation limited to cash retainers, meeting fees, and role stipends |
| Bonus/Performance metrics (TSR, revenue, EBITDA, ESG, etc.) | Not applicable for independent directors | None disclosed |
| Clawbacks/COC provisions | Not applicable to director fees | None disclosed |
Other Directorships & Interlocks
| Organization | Type | Role | Interlock/Notes |
|---|---|---|---|
| — | — | None | No current public company directorships listed; reduces interlock/conflict risk |
Expertise & Qualifications
- Investment leadership: 20+ years in investment management; current strategist/PM role at MAI; prior CEO of an RIA; prior research and legal background .
- Board contribution: Designated Lead Independent Director; engages with management and coordinates independent directors’ executive sessions .
- Audit literacy: Serves on Audit Committee (not designated as an Audit Committee Financial Expert) .
Equity Ownership
| Holder | Shares Beneficially Owned (RVT) | Dollar Range (RVT) | Dollar Range (All Royce Funds) | % of Shares Outstanding |
|---|---|---|---|---|
| Christopher C. Grisanti | 3,200 | $10,001–$50,000 | Over $100,000 | ~0.0027% (3,200 / 119,627,857) |
- Shares outstanding: 119,627,857 as of record date .
- Group ownership: All directors and officers as a group (12 persons) owned less than 1% .
- Conflicts screen: As of the record date, no independent director (or immediate family) owned securities of Franklin Resources, Inc. (RVT’s adviser’s indirect parent) or affiliates (other than registered investment companies) .
- Section 16: No delinquencies reported (compliance affirmed) .
Governance Assessment
- Strengths:
- Clear independent leadership: Grisanti serves as Lead Independent Director, enhancing board independence and oversight of adviser relationships common in fund complexes .
- Active committee participation: Member of both Audit and Nominating Committees (fully independent) .
- Attendance: Met or exceeded the 75% threshold in 2024; Board and Audit met regularly (8 and 4 meetings, respectively) .
- Pay structure: Simple, cash-only retainer/meeting/role fees with no equity or performance elements, limiting misalignment risk; pension/retirement benefits not provided .
- Ownership: Direct beneficial stake in RVT (3,200 shares) and material holdings across The Royce Funds; no pledging disclosed; no Franklin/affiliate securities holdings by independent directors, lowering related-party risk .
- Compliance: Section 16 reporting compliance affirmed .
- Watch items:
- External employment in asset management (MAI Capital Management) can present potential appearance-of-conflict in a fund setting; however, the Nominating Committee’s criteria explicitly vet independence, competing affiliations, time commitment, and conflicts, and the board structure includes a lead independent role and fully independent key committees to mitigate risks .
- Year-over-year fee reductions (retainer/meeting fee and lead stipend) do not indicate risk themselves but are worth monitoring for potential implications on director recruitment/retention .
- RED FLAGS: None identified in reviewed disclosures (no related-party transactions involving Grisanti; no Section 16 delinquencies; no pledging/hedging disclosures flagged; attendance met standard) .