John E. Denneen
About John E. Denneen
John E. Denneen is General Counsel, Managing Director, Chief Legal and Compliance Officer, and Secretary of Royce Investment Partners; he has served as an officer of Royce Small‑Cap Trust (RVT) “1996 to 2001 and since 2002,” and has been a member of Royce’s Board of Managers since 2015. He is age 58 in the latest proxy and serves as the Fund’s Secretary and Chief Legal Officer, including signing and issuing proxy and annual meeting notices on behalf of the Board . For fund performance context, RVT’s 10‑year total returns were 11.84% (NAV) and 12.55% (market) as of 9/30/2025; 5‑year 12.70% (NAV) and 14.14% (market); 3‑year 18.90% (NAV) and 17.90% (market); 1‑year 12.03% (NAV) and 12.01% (market) .
Fund performance reference (as of 09/30/25):
| Metric | 10-Year | 5-Year | 3-Year | 1-Year |
|---|---|---|---|---|
| Total Return (NAV %) | 11.84 | 12.70 | 18.90 | 12.03 |
| Total Return (Market %) | 12.55 | 14.14 | 17.90 | 12.01 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Royce Investment Partners | General Counsel; Managing Director; Chief Legal & Compliance Officer; Secretary; Member, Board of Managers | Board of Managers since 2015; Officer capacities current | Leads legal/compliance; serves as Secretary for RVT, overseeing stockholder communications and governance processes |
| Royce Small‑Cap Trust (RVT) | Secretary and Chief Legal Officer | Officer of Fund: 1996–2001; 2002–present | Issues formal Board notices and proxy materials as Secretary (e.g., Annual Meeting Notices dated Aug. 18, 2025 and Aug. 5, 2024) |
| The Royce Funds (fund complex) | Secretary and Chief Legal Officer | Current (dates not separately specified) | Oversees legal functions across The Royce Funds complex |
External Roles
No external public company directorships are disclosed for John E. Denneen in RVT’s proxy filings .
Fixed Compensation
RVT’s proxy statements disclose compensation for Independent Directors only and do not provide officer compensation details (salary, bonus, or perquisites). For 2024, Independent Directors were paid $18,000 annually plus $1,000 per meeting, with incremental fees for lead director and audit chair; no additional remuneration was paid beyond the standard arrangement. Officer pay (including for Mr. Denneen) is not disclosed in the Fund’s proxies .
Performance Compensation
No performance‑based incentive plan disclosures (bonus metrics, PSUs/RSUs, options, vesting schedules, or payout curves) are provided for Fund officers in RVT’s proxy statements .
Equity Ownership & Alignment
Equity ownership snapshot (record dates shown):
| Metric | 2024 Record Date | 2025 Record Date |
|---|---|---|
| Shares Outstanding | 115,346,161 | 119,627,857 |
| John E. Denneen – Beneficial Ownership (shares) | 6,744 | 6,744 |
| Ownership % (Denneen) | ~0.0059% (6,744 / 115,346,161) | ~0.0056% (6,744 / 119,627,857) |
- Officers’ and Directors’ group ownership was less than 1% of outstanding shares as of the 2024 record date .
- No disclosures of pledged shares, hedging, ownership guidelines, or compliance status for officers are included in RVT’s proxy filings .
Employment Terms
- Officer of the Fund since 1996–2001 and since 2002; elected annually and “serves at the pleasure of the Board” in his capacity as an officer .
- As Secretary, he is the designated recipient for stockholder communications and proposals under RVT’s by‑laws and SEC rules (addresses provided in each proxy) .
- Proxy appointments routinely authorize John E. Denneen (with another officer) to vote shares at annual meetings, evidencing his ongoing fiduciary and governance role (e.g., appointments for meetings held Sept. 30, 2024 and Oct. 8, 2025) .
Investment Implications
- Pay‑for‑performance linkage is not assessable: officer compensation (salary, incentive metrics, equity awards, vesting, severance, or change‑of‑control terms) is not disclosed in RVT proxies, limiting visibility into Mr. Denneen’s incentive alignment beyond share ownership .
- Equity alignment appears modest: disclosed holdings of 6,744 shares vs. 119.6 million shares outstanding imply a de minimis ownership percentage, suggesting limited direct economic exposure to RVT’s market returns .
- Governance continuity: long tenure as Fund officer (initially 1996, continuously since 2002) and formal Secretary responsibilities (stockholder communications; proxy issuance) indicate durability of legal/compliance oversight, which supports process reliability but does not provide performance‑tied signals for trading decisions .
- No disclosed red flags: proxies do not report hedging/pledging by officers, related‑party transactions involving Mr. Denneen, or 5.02 appointment/departure items; insider selling pressure cannot be assessed from proxy data alone .