DEF 14A of Great Elm Capital Corp.
Filed Apr 13, 20260001140361-26-014357
Proposal 1: Election of the Class I Directors
Proposal 1: Election of the Class I Directors The Board currently has five members. Two of these members are interested directors and three are independent directors. An interested director is an “interested person” of the Company, as defined in the Investment Company Act. Mr. Reese falls within the purview of this definition due to his ownership of GEG securities. Mr. Falk falls within the purview of this definition due to his ownership of GEG securities. There are no arrangements or understandings between the Company and Mr. Reese or Mr. Falk with respect to either of their service on our Board. Our Board determined that each of Mr. Kuperschmid, Mr. Cohen and Mr. Perry are independent directors within the meaning of the Investment Company Act, the Exchange Act, and the Nasdaq Stock Market Rules (the “Nasdaq Rules”). Directors are divided into three classes and are elected for staggered terms, with a term of office of one of the three classes of directors expiring at each annual stockholders’ meeting. Each director will hold office for the term ending at the third annual stockholders’ meeting following his election and until his successor is duly elected and qualified. Our Board has nominated Mark Kuperschmid and Richard Cohen as our Class I directors for election at the Annual Meeting.
Proposal 1: Election of the Class I Directors
| Director/Nominee(1) | Class | Term Expires | Audit Committee | Nominating & Corporate Governance Committee | Compensation Committee | | Mark Kuperschmid* | I | 2026 | ✔ | Chair | ✔ | | Richard Cohen* | I | 2026 | Chair | ✔ | ✔ | | Jason W. Reese | II | 2027 | | | | | Erik A. Falk | II | 2027 | | | | | Chad Perry | III | 2028 | ✔ | ✔ | Chair |
Proposal 1: Election of the Class I Directors
| * Indicates the Class I Director nominees |
Proposal 1: Election of the Class I Directors
| (1) This column reflects the current directors and nominees on the Board. |
Proposal 1: Election of the Class I Directors
Properly authorized proxies will be voted “FOR” the election of each Class I director nominee, unless other instructions are specified. If either of the nominees should become unable to serve or for good cause will not serve, the proxies may be voted for a substitute nominee designated by our Board, or our Board may reduce the size of the Board. In no event may the proxies be voted for more than two nominees.
Information about the Nominees and Directors
Information about the Nominees and Directors Biographical information regarding each Class I 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. Nominees for Class I Directors Mr. Kuperschmid and Mr. Cohen have been nominated for election as Class I directors for a term expiring at the 2029 annual stockholders’ meeting and until their successors are duly elected and qualified. Neither nominee is being nominated for election pursuant to any agreement or understanding between either of them 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 | Other Directorships Held by Director During Past 5 Years | | Mark Kuperschmid (63) | Director | Until 2026 (since inception) | Managing Member – Benmark Investments LLC | N/A | None | | Richard M. Cohen (75) | Director | Until 2026 (since 2022) | President – Richard M. Cohen Consultants | N/A | Direct Digital Holdings Ondas Network Smart For Life 20/20 BioLabs |
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 joined the Board of Directors of 20/20 Biolabs in February 2026 (NASDAQ: AIDX). 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 | | Jason W. Reese (60)(2) | Executive Chairman of the Board | Until 2027 (since 2026) | Chief Executive Officer – GEG | N/A | Chairman of the Board of Directors – GEG | | Erik A. Falk (56)(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. Reese is an interested person of the Company due to his ownership of GEG securities. |
Information about the Nominees and Directors
| (3) Mr. Falk is an interested person of the Company due to his ownership of GEG securities. |
Information about the Nominees and Directors
Jason W. Reese is the Chairman of the Board of Directors and the Chief Executive Officer of GEG since May 2023. Mr. Reese is the Co-Founder, Chairman and Chief Executive Officer of Imperial Capital Asset Management, LLC (“ICAM”) and the Co-Founder of Imperial Capital, LLC (“Imperial Capital”), both founded in 1997. ICAM has managed various hedge funds, investment partnerships, a private REIT and a private equity fund. Imperial Capital is a registered broker dealer. During his time at Imperial Capital, Mr. Reese formed Monomoy Properties REIT, LLC in 2014, focusing on the Industrial Outdoor Storage sector and continues to serve on the Board of Directors. Mr. Reese is also a founding member of City Ventures, LLC, a California-based private home builder, and has served on the Board of Directors since its inception in 2009. Prior to Imperial Capital, Mr. Reese was a principal with Gordon Investment Corporation (“Gordon”), a merchant banking firm in New York and Dallas, where he focused on investing in distressed real estate transactions, high yield securities and leveraged buyouts. Prior to his time with Gordon, Mr. Reese worked in the Corporate Finance Group at PaineWebber in New York. Mr. Reese graduated with honors from Yale University with a B.S. in Electrical Engineering. We believe Mr. Reese’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. Class III Director (continuing director 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 | | Chad Perry (54) | Director | Until 2028 (since 2022) | Executive Vice President and General Counsel – RLJ Lodging Trust (2023-2025); Executive Vice President and General Counsel – Tanger Factory Outlet Centers, Inc (2011 – 2023). | 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 previously served as Executive Vice President and General Counsel at RLJ Lodging Trust from April 2023 until May 2025. 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.
THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE ELECTION OF THE CLASS I
THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE ELECTION OF THE CLASS I
DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT
DIRECTOR NOMINEES 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, 2025.
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(2) | $— | $— | $— | | Erik A. Falk | $— | $— | $— |
Compensation of Directors
| (1) In fiscal year 2025, 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
| (2) As of March 2nd, 2026, Mr. Drapkin resigned from the Board of Directors and Mr. Reese was appointed to fill the vacancy. |
Compensation of Directors
No compensation was 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.