DEF 14A of Great Elm Capital Corp.
Filed Apr 11, 20250001140361-25-013372
Information about the Nominees and Directors
Information about the Nominees and Directors Biographical information regarding the Class III nominee, as well as each of the other directors, and such person’s qualifications to serve as a director, is set forth on the succeeding pages. Unless otherwise indicated, each director held his principal occupation or other positions with the same or predecessor organizations for at least the last five years. There are currently no family relationships among any director, nominee, or executive officer. Nominee for Class III Director Mr. Perry has been nominated for election as Class III director for a term expiring at the 2028 annual stockholders’ meeting and until his successor is duly elected and qualified. The nominee is not being nominated for election pursuant to any agreement or understanding between him and the Company.
Information about the Nominees and Directors
| Name, Address and Age(1) | Position(s) Held with GECC | Term of Office (Length of Time Served) | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director/ Nominee | Other Directorships Held by Director During Past 5 Years | | Chad Perry (53) | Director | Until 2025 (since 2022) | Executive Vice President and General Counsel – RLJ Lodging Trust; Executive Vice President and General Counsel – Tanger Factory Outlet Centers, Inc. | N/A | DWS Fund Complex |
Information about the Nominees and Directors
| (1) The address for the Class III director is c/o Great Elm Capital Corp., 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, Florida 33410. |
Information about the Nominees and Directors
Chad Perry currently serves as Executive Vice President and General Counsel at RLJ Lodging Trust. Mr. Perry previously served at Tanger Factory Outlet Centers, Inc. from December 2011 to April 2023 as Executive Vice President - General Counsel and was named Secretary in May 2012. His responsibilities included corporate governance, compliance, management of the in-house legal department and other legal matters, as well as Human Resources, Business Development and Real Estate Development. He was Executive Vice President and Deputy General Counsel of LPL Financial Corporation from May 2006 to December 2011. Previously, he was Senior Corporate Counsel of EMC Corporation. Mr. Perry began his legal career with international law firm Ropes & Gray LLP. Mr. Perry is a graduate of Princeton University, and earned a J.D. from Columbia University, where he was a Harlan Fiske Stone Scholar. He is a member of both the Massachusetts and California bar associations. We believe Mr. Perry’s executive and legal experience and service as a director at a fund company qualifies him to serve on our Board. Class I Directors (continuing directors not up for re-election at the Annual Meeting)
Information about the Nominees and Directors
| Name, Address and Age(1) | Position(s) Held with GECC | Term of Office (Length of Time Served) | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by Director During Past 5 Years | | Mark Kuperschmid (62) | Director | Until 2026 (since inception) | Managing Member – Benmark Investments LLC | N/A | None | | Richard M. Cohen (74) | Director | Until 2026 (since 2022) | President – Richard M. Cohen Consultants | N/A | Direct Digital Holdings Ondas Network Smart For Life |
Information about the Nominees and Directors
| (1) The address for each of the Class I directors is c/o Great Elm Capital Corp., 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, Florida 33410. |
Information about the Nominees and Directors
Mark Kuperschmid is our Lead Independent Director. Mr. Kuperschmid has served as managing member of Benmark Investments LLC since May 2006 and has been a private investor/advisor across a variety of industries, and has served in operating roles or provided strategic consulting services with respect to several investments. He previously served as Co-Head of Technology Investment Banking for Banc of America Securities and ran Trammell Crow Company’s Northern California commercial real estate operation. He began his career as a financial analyst with Morgan Stanley in New York. Mr. Kuperschmid holds a B.S./B.A. with honors from the University of Pennsylvania (Wharton) and an M.B.A. from Stanford University. We believe Mr. Kuperschmid’s experience advising and consulting in various industries qualifies him to serve on our Board. Richard Cohen has been the President of Richard M. Cohen Consultants since 1996, a company providing financial consulting services to both public and private companies. He has served as a Director of Ondas Holdings (NASDAQ: ONDS) since 2018, Direct Digital (NASDAQ: DRCT) since November 2021 and Smart For Life, Inc. (NASDAQ: SMFL) from February 2022 to August 2022. From March 2012 to July 2015, he was the Founder and Managing Partner of Chord Advisors, a firm providing outsourced CFO services to both public and private companies. From May 2012 to August 2013, he was the Interim CEO and member of the Board of CorMedix Inc. (NYSE: CRMD). From July 2008 to August 2012, Mr. Cohen was a member of the Audit Committee of Rodman and Renshaw, an investment banking firm. From July 2001 to August 2012, he was a partner with Novation Capital until its sale to a private equity firm. Mr. Cohen holds a B.S. with honors from the University of Pennsylvania (Wharton), an M.B.A. from Stanford University and a CPA from New York State (inactive). We believe Mr. Cohen’s accounting background and his service as a director for other companies qualifies him to serve on our Board. Class II Directors (continuing directors not up for re-election at the Annual Meeting)
Information about the Nominees and Directors
| Name, Address and Age(1) | Position(s) Held with GECC | Term of Office (Length of Time Served) | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director/ Nominee | Other Directorships Held by Director During Past 5 Years | | Matthew A. Drapkin (52)(2) | Chairman of the Board | Until 2027 (since 2022) | Chief Executive Officer – Northern Right | N/A | Northern Right GEG PRGX Intevac | | Erik A. Falk (55)(3) | Director | Until 2027 (since 2021) | Head of Strategy – Magnetar Capital | N/A | None |
Information about the Nominees and Directors
| (1) The address for each of the Class II directors is c/o Great Elm Capital Corp., 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, Florida 33410. |
Information about the Nominees and Directors
| (2) Mr. Drapkin is an interested person of the Company due to his and Northern Right Management’s ownership of GEG’s common stock and GEG PIK Notes. Mr. Drapkin is also the managing member of the general partner of BCA, the General Partner of Northern Right Management. Northern Right Management is the general partner of Northern Right QP. Mr. Drapkin is also the managing member of the general partner of NRC Fund GP which is the general partner of NRC LO. Therefore, Northern Right Management has control of all entities. Northern Right Management also has investment management agreements with three separately managed accounts giving Northern Right Management the power to vote, acquire or dispose of securities. |
Information about the Nominees and Directors
| (3) Mr. Falk is an interested person of the Company due to his ownership of GEG’s common stock and GEG PIK Notes. |
Information about the Nominees and Directors
Matthew A. Drapkin is the Chairman of our Board. He has been a member of our Board since March 2022. Mr. Drapkin is Chief Executive Officer & Portfolio Manager of Northern Right Capital Management, L.P., an alternative asset manager focused on small and mid-cap public companies. Mr. Drapkin currently serves as Executive Chairman of Boardroom Alpha, Inc., an analytics company, and as the Vice Chairman of the board of directors of GEG. Mr. Drapkin previously served on the board of directors of Intevac, a publicly-traded provider of equipment solutions to the hard-disk drive industry and high-sensitivity imaging products, primarily for the defense market, as Chairman of the Board of Ruby Tuesday, a restaurant operator, Lead Independent Director of Hot Topic, a specialty retailer, and a director of Xura (formerly known as Comverse), a provider of telecommunications businesses solutions, Glu Mobile, a mobile gaming company, Plato Learning, a provider of curriculum management, and Alloy, a diversified media company. Before joining Northern Right Capital Management, L.P. in December 2009, Mr. Drapkin had extensive investment experience, including his work as Head of Research, Special Situations, and Private Equity at ENSO Capital, a New York-based hedge fund, and Senior VP of Corporate Development at MacAndrews & Forbes, where he participated in more than $3 billion of transactions, including Scientific Games, Deluxe Entertainment Services, AM General, and Scantron. Prior to MacAndrews & Forbes, Mr. Drapkin served as General Manager of two of Condé Nast Publications’ wholly-owned Internet sites, Epicurious.com and Concierge.com, and headed Condé Nast’s Internet venture investment effort. Mr. Drapkin began his career as an investment banker at The Goldman Sachs Group, Inc. where he advised companies on corporate finance and M&A matters. He holds a J.D. from Columbia Law School, an M.B.A. from Columbia Business School, and a B.A. in American History from Princeton University. We believe Mr. Drapkin’s investment expertise and extensive experience in capital markets qualifies him to serve on our Board. Erik A. Falk currently serves as Head of Strategy at Magnetar Capital, an alternative asset manager with approximately $14.8 billion in assets under management. His primary focus is developing and implementing strategic initiatives within the firm’s Alternative Credit and Fixed Income business. Mr. Falk has served on the boards of various companies on behalf of Deutsche Bank. Mr. Falk holds a B.S. and an M.S. from Stanford University. We believe Mr. Falk’s asset management and credit market insights and experience qualify him to serve on our Board.
THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE ELECTION OF THE CLASS III DIRECTOR NOMINEE NAMED IN THIS PROXY STATEMENT
THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE ELECTION OF THE CLASS III DIRECTOR NOMINEE NAMED IN THIS PROXY STATEMENT
Compensation of Directors
Compensation of Directors The following table shows information regarding the compensation received by our directors for the fiscal year ended December 31, 2024.
Compensation of Directors
| Name | Fees Earned or Paid in Cash | All Other Name Fees Earned or Paid in Cash Compensation(1) | Total | | Independent Directors | | | | | Mark Kuperschmid | $65,000 | $ — | $65,000 | | Richard Cohen | $65,000 | $ — | $65,000 | | Chad Perry | $65,000 | $ — | $65,000 | | Interested Directors | | | | | Matthew A. Drapkin | $— | $ — | $— | | Erik A. Falk | $— | $ — | $— |
Compensation of Directors
| (1) In fiscal year 2024, we did not maintain a stock or option plan, non-equity incentive plan or pension plan or other retirement benefits for our directors. |
Compensation of Directors
No compensation is paid by us to Mr. Drapkin or Mr. Falk in their roles as director. Our other directors receive an annual fee of $45,000. All of our directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and each committee meeting. In addition, the chairman of each of our Board’s standing committees receives an annual fee of $10,000 for his additional services in these capacities. Each member of these committees receives a $5,000 annual fee for serving on these committees. In addition, we purchased directors’ and officers’ liability insurance on behalf of our directors and officers.