Patricia W. Chadwick
About Patricia W. Chadwick
Independent Class II Director of RVT since 2011; age 76. Consultant and President of Ravengate Partners LLC (since 2000). Designated Audit Committee Financial Expert, with 30+ years of investment and business experience and service on boards of public/private and non-profit entities; currently serves on the board of an investment company unaffiliated with Royce or the Fund. Nominated to continue as Class II Director through the 2028 annual meeting. Oversees 15 portfolios in The Royce Funds complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wisconsin Energy Corp. | Director | Until 2022 | Not disclosed |
| Ravengate Partners LLC | President & Consultant | Since 2000 | Advisory/consulting background cited in proxy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Voya Funds | Director/Trustee | Current | Investment company not affiliated with Royce/the Fund |
Board Governance
- Independence: Non-interested (Independent) Director; Board has seven Directors, six are Independent.
- Committees: Member, Audit Committee; Member, Nominating Committee. Designated Audit Committee Financial Expert.
- Leadership: Board has no chairman; RVT’s President (interested director) chairs meetings; lead Independent Director is Christopher C. Grisanti who chairs executive sessions as appropriate.
- Attendance: In 2024, Board held 8 meetings; Audit Committee held 4; Nominating Committee held 0. Each Director attended at least 75% of the aggregate of Board and committee meetings.
- Compensation oversight: No standing compensation committee; Independent Directors review their compensation annually.
Fixed Compensation
| Component | 2024 Amount | 2025 Structure |
|---|---|---|
| Annual cash retainer (Independent Directors) | $18,000 | $18,000 (continues) |
| Meeting fee (per Board meeting) | $1,000 | $1,000 (continues) |
| Role-based fees (Lead Independent Director) | N/A for Chadwick; $2,656 paid to Grisanti | N/A for Chadwick; $2,656 continues for Grisanti |
| Role-based fees (Audit Committee Chair) | N/A for Chadwick; $1,770 paid to Poston | N/A for Chadwick; $1,770 continues for Poston |
| Aggregate compensation from RVT (Chadwick) | $23,000 | Not disclosed |
| Total compensation from The Royce Funds (Chadwick) | $223,500 | Not disclosed |
| Pension/Retirement benefits | None | None |
Performance Compensation
| Metric/Instrument | Terms | Status |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Grant date, shares, fair value, vesting | Not disclosed; proxy states Directors did not receive remuneration beyond standard arrangement (implies no equity awards) |
| Annual bonus/variable cash | Target/actual, metrics | Not disclosed (no director bonus program) |
| Performance metrics tied to pay (TSR, EBITDA, ESG, etc.) | Targets/measurement | Not disclosed |
| Clawback / change-of-control / severance | Triggers/terms | Not disclosed in proxy |
Other Directorships & Interlocks
| Company | Role | Timeframe | Interlock/Conflict Notes |
|---|---|---|---|
| Voya Funds | Director/Trustee | Current | Investment company board; no affiliation with Royce/the Fund |
| Wisconsin Energy Corp. | Director | Until 2022 | No current interlock with RVT disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert designation; financial literacy affirmed under SEC/NYSE standards.
- 30+ years of investment/business experience; consulting to business and non-profit entities.
- Broad board experience across public/private and non-profit organizations.
Equity Ownership
| Item | Value |
|---|---|
| RVT shares outstanding (Record Date) | 119,627,857 |
| Chadwick beneficial ownership in RVT (shares) | None |
| Dollar range of RVT equity (Chadwick) | None |
| Dollar range across all Royce Funds overseen | Over $100,000 |
| Ownership % of RVT (Chadwick) | 0.00% (None out of 119,627,857) |
| Shares pledged/hedged | Not disclosed in proxy |
Governance Assessment
- Strengths: Independent status; Audit Committee Financial Expert; consistent attendance ≥75%; active participation on Audit and Nominating Committees; robust oversight framework and lead independent director structure.
- Compensation alignment: Purely cash-based with modest retainers and meeting fees; no pension or extra benefits; role premiums paid only to lead independent director and audit chair (not Chadwick).
- Ownership alignment: RED FLAG – zero RVT share ownership and no equity-based director compensation reduce direct “skin-in-the-game” alignment versus best-practice boards that encourage minimum share holdings.
- Conflicts/related-party exposure: No related-party transactions involving Chadwick disclosed; current external role at unaffiliated investment company noted.
- Succession/tenure: Long service since 2011; nominated to continue through 2028, subject to retirement policy at age 79 (Board policy allows waivers).