G. Peter O’Brien
About G. Peter O’Brien
Independent director (Non-Interested Director) of RVT with capital markets background as Managing Director of Merrill Lynch’s Equity Capital Markets Group (1971–1999). Age 79 in the 2025 proxy; tenure disclosure shows “Length of Time Served” as 2011 in 2025, while the 2024 proxy shows 2001 (discrepancy noted) . Past board work includes TICC Capital Corp (2003–2017), Colgate University Trustee (1996–2005; Trustee Emeritus since 2005), and long-standing non‑profit roles . He has served on The Royce Funds boards and the Legg Mason Funds complex, bringing over 35 years of financial-sector experience; he previously chaired RVT’s Nominating Committee (including 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch & Co. | Managing Director, Equity Capital Markets Group | 1971–1999 | Capital markets origination and distribution |
| TICC Capital Corp | Director | 2003–2017 | Board oversight at public BDC |
| Colgate University | Trustee; Trustee Emeritus | Trustee: 1996–2005; Emeritus since 2005 | University governance |
| Hill House, Inc. | President; Board Member; Emeritus Board Member | President: 2001–2005; Board: 1999–2019; Emeritus since 2019 | Non-profit leadership |
| Bridges School | Director | 2006–2018 | Non-profit governance |
External Roles
| Organization | Role | Tenure/Portfolios | Notes |
|---|---|---|---|
| Legg Mason Family of Funds | Director/Trustee | 2024: 55 portfolios; 2025: 49 portfolios | Concurrent fund-complex oversight |
| The Royce Funds | Director/Trustee | 2024: 16 portfolios; 2025: 15 portfolios | Complex-wide governance |
| Public company boards (current) | — | — | None listed |
Board Governance
- Independence: Listed among Non-Interested (Independent) Directors; RVT board has six of seven directors independent and uses a Lead Independent Director model (Grisanti) .
- Committees: Member—Audit Committee; Member—Nominating Committee; Past Chair—Nominating Committee (including 2023). Audit Committee is chaired by Julia W. Poston; Audit Committee includes only independent directors under NYSE standards .
- Meetings and attendance: In 2024 the Board held 8 meetings; Audit Committee 4; Nominating Committee held none. Each director attended at least 75% of the aggregate of Board and committee meetings in 2024. In 2023 the Board held 6 meetings; Audit Committee 3; Nominating Committee 3; each director attended at least 75% of aggregate meetings .
- Retirement policy: Independent Directors retire Dec 31 of the year they reach age 79, subject to Board waiver. O’Brien is age 79 in the 2025 proxy and is designated Class I with term serving until the 2027 annual meeting, implying a waiver would be required for service beyond 2025 under policy discretion .
- Stockholder meetings: No formal policy for director attendance; one director attended the 2024 stockholder meeting (2023 likewise one) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual retainer (Independent Directors) | $20,000 | $18,000 |
| Per-meeting fee (Board) | $1,100 | $1,000 |
| Board meetings held (year) | 6 | 8 |
| Aggregate compensation from RVT (O’Brien) | $25,500 | $23,000 |
| Total compensation from The Royce Funds (O’Brien) | $248,300 | $223,500 |
| Total compensation from Fund Complex (O’Brien) | $698,300 (Royce + Legg Mason complexes) | $724,250 (Royce + Legg Mason complexes) |
No director received remuneration “in addition to or in lieu of this standard arrangement” for 2023–2024; incremental fees are limited to Lead Independent Director (Grisanti) and Audit Chair (Poston) roles, which O’Brien does not hold .
Performance Compensation
| Component | Disclosure | Source |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed; compensation described only as annual retainer + per-meeting fees; “No Director received remuneration in addition to or in lieu of this standard arrangement.” | |
| Cash bonus/target bonus | Not disclosed; no bonus framework in director compensation section | |
| Options (strike, vesting) | Not disclosed; no option awards in director compensation section | |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed for directors; no metrics tied to director pay | |
| Clawbacks / severance / CoC provisions | Not disclosed for directors in proxy |
Other Directorships & Interlocks
| Company/Complex | Role | Tenure | Notes |
|---|---|---|---|
| TICC Capital Corp | Director | 2003–2017 | Prior public company directorship |
| Legg Mason Family of Funds | Director/Trustee | 2024: 55 portfolios; 2025: 49 portfolios | Extensive fund-complex oversight |
| The Royce Funds | Director/Trustee | 2024: 16 portfolios; 2025: 15 portfolios | Complex interlocks; independent counsel supports governance |
| Current public company boards | — | — | None listed |
Expertise & Qualifications
- Over 35 years of business and financial-sector experience; prior Merrill Lynch ECM leadership underscores capital markets expertise .
- Board governance experience across multiple fund complexes; past Chair of RVT’s Nominating Committee (including 2023), which applies strict independence and conflict screens for nominees .
- Experience serving on public and non-profit boards (e.g., TICC Capital Corp; Colgate University; Hill House; Bridges School) .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Dollar range of equity in RVT | $50,001–$100,000 | $50,001–$100,000 |
| Beneficial ownership (RVT shares) | 3,887 | 3,887 |
| Dollar range in all Royce Funds overseen | Over $100,000 | Over $100,000 |
| Group ownership (all directors/officers) | <1% of shares outstanding | <1% of shares outstanding |
| Pledging/related holdings in parent (Franklin) | No Independent Director or immediate family owned Franklin or affiliate securities (other than registered investment companies) as of record date |
Governance Assessment
- Independence and oversight: O’Brien is an Independent Director and sits on RVT’s Audit and Nominating Committees; he previously chaired the Nominating Committee (including 2023), suggesting active engagement in board refresh and independence screens .
- Attendance: Met the ≥75% threshold for aggregate Board/committee meetings in both 2023 and 2024; Board held 6 meetings in 2023 and 8 in 2024, indicating a consistent cadence of oversight .
- Compensation and alignment: Director compensation is cash-only (retainer + meeting fees), with no disclosed equity or performance pay; alignment relies on personal share ownership (3,887 RVT shares; $50k–$100k dollar range in RVT, plus >$100k across Royce Funds) .
- Interlocks and potential conflicts: Extensive service across The Royce Funds and Legg Mason Funds (49–55 portfolios) increases time commitments and creates perceived dependency on fund-complex compensation; however, proxies emphasize independent counsel, independent Audit Committee, and lack of Franklin/affiliate security ownership among independent directors, mitigating some conflict concerns .
- Retirement policy signal (RED FLAG): Independent Directors retire at 79 absent a waiver; O’Brien is age 79 in the 2025 proxy while designated to serve until the 2027 annual meeting—continued service beyond 2025 would require Board waiver under stated policy, representing a governance continuity consideration .
- Compensation structure (monitor): High aggregate compensation from the fund complex ($698,300 in 2023; $724,250 in 2024) reflects multi-board responsibilities across complexes; investors may monitor for independence posture and workload balance .
Related-party transactions: None disclosed for O’Brien; distribution decisions are handled by a committee comprised solely of the interested director (Clark), not O’Brien . Section 16 filing compliance was affirmed for the most recent fiscal years .