Christopher D. Clark

About Christopher D. Clark

Christopher D. Clark, age 60, serves as Class III Director and President of Royce Small-Cap Trust, Inc. (RVT) and is an “interested person” due to his roles at the adviser, Royce Investment Partners; he has served on RVT’s board and as an officer since 2014 . At Royce, he is Chief Executive Officer (since July 2016), President (since July 2014), Co‑Chief Investment Officer (since January 2014), Managing Director, and Member of the Board of Managers (since June 2015), having been employed by Royce since May 2007 . RVT’s board is majority independent (six of seven), has no formal chairman, and the President (an interested person) acts as chair at board meetings; Christopher C. Grisanti serves as Lead Independent Director . He is sole member of RVT’s Distribution Committee, responsible for approving dividends and capital gain distributions under Subchapter M requirements .

Performance metrics (e.g., TSR, revenue/EBITDA growth) and any executive pay-for-performance constructs for RVT officers are not disclosed in the proxy; the board does not have a standing compensation committee, and independent directors review their own compensation annually .

Past Roles

External Roles

Fixed Compensation

RVT discloses director compensation for independent directors only; Christopher D. Clark (interested director) is not listed in the independent director compensation table . There is no standing compensation committee; independent directors review their compensation annually .

No additional or alternative director remuneration beyond the standard arrangement was paid for FY 2024 . Meeting counts: Board held eight meetings in 2024; Audit Committee held four; Distribution Committee acted five times by written consent; all directors met ≥75% attendance thresholds .

Performance Compensation

• RVT’s proxy does not disclose any executive (officer) cash bonuses, stock awards (RSUs/PSUs), options, or performance metric weighting/payouts for Christopher D. Clark; closed‑end fund officers are elected annually and serve at the pleasure of the Board .
• RVT states it has no standing compensation committee; independent directors review their own compensation annually .

Equity Ownership & Alignment

• Group ownership: all directors and officers as a group owned <1% as of each respective Record Date .
• Pledging/hedging policies, stock ownership guidelines, and compliance status are not disclosed in RVT’s proxy .

Employment Terms

• Officers are elected annually by the Board and “serve at the pleasure of” the Board; no employment agreement terms (e.g., severance, change‑of‑control, clawbacks, non‑compete) are disclosed for RVT officers .
• Independence/governance: Christopher D. Clark is an “interested person” due to his adviser roles; RVT board is majority independent; Lead Independent Director is designated; President (an interested person) acts as chair at board meetings .

Board Governance

• Committee memberships (current structure):
  • Audit Committee: six Independent Directors; Chair Julia W. Poston; designated Audit Committee Financial Experts include Poston and Chadwick .
  • Nominating Committee: six Independent Directors; chaired by G. Peter O’Brien in past (e.g., 2023) .
  • Distribution Committee: comprised solely of Christopher D. Clark (interested person) .
• Board leadership: no formal chairman; President chairs board meetings; Lead Independent Director (Grisanti) represents independent directors’ views to management .
• Attendance: in 2024, Board held 8 meetings, Audit 4, Nominating 0; Distribution Committee took action 5 times by written consent; all directors met ≥75% attendance .
• Section 16 compliance: RVT believes all officers/directors complied with reporting in the most recent fiscal year .

Director Compensation (context for board service)

Christopher D. Clark, as an interested director, is not included among the independent director compensation recipients listed in the proxy tables .

Related Context and Risk Indicators

• Maryland Control Share Acquisition Act: RVT previously opted into MCSAA; related litigation was affirmed by the Second Circuit in June 2024; in June 2025 the U.S. Supreme Court granted certiorari to resolve a circuit split regarding an implied right of action under the Investment Company Act .
• Governance dual‑role implications: An interested President serving as meeting chair and as sole member of the Distribution Committee centralizes distribution decisions; mitigants include majority‑independent board, Lead Independent Director structure, and independent legal counsel participation at board meetings .
• Say‑on‑pay: RVT proxies focus on director elections; no say‑on‑pay items are disclosed .

Investment Implications

• Compensation alignment visibility is limited: RVT does not disclose officer cash/equity compensation, performance metrics, or severance/CoC terms for Christopher D. Clark; officers serve at the pleasure of an independent‑majority board, which reduces contractual retention risk signals but limits the ability to assess pay‑for‑performance alignment .
• Ownership is modest but rising: Clark’s direct beneficial ownership increased from 27,082 shares (2023) to 39,322 (2025), remaining ~0.03% of shares outstanding; aggregate dollar range “Over $100,000” indicates material exposure, but pledging/hedging policies are not disclosed—monitor future Form 4 activity for selling pressure .
• Governance watch‑items: Centralized distribution oversight by a single interested director (Clark) may matter for yield/distribution policy and investor sentiment; independent structures (Lead Independent Director; Audit/Nominating Committees) and high meeting attendance are positives .
• Actionable monitoring: Track distribution declarations via the Distribution Committee, any additional 8‑K items involving officer changes (Item 5.02), and future proxy disclosures for committee changes or independence waivers; monitor MCSAA litigation outcomes as they can influence shareholder voting dynamics .