Adam Kleinman
About Adam Kleinman
Adam M. Kleinman (age 50) is Chief Compliance Officer (CCO) and Corporate Secretary of Great Elm Capital Corp. (GECC) since September 2017; he also serves as President, General Counsel and Chief Compliance Officer of Great Elm Group, Inc. (GEG) since March 2018, and General Counsel & CCO of Great Elm Capital Management, LLC (GECM) since November 2016 . He previously was Partner, COO and General Counsel at MAST Capital (2009–2017) and began his career as an associate in Banking & Leveraged Finance at Bingham McCutchen LLP; he holds a J.D. from the University of Virginia School of Law and a B.A. in History from Haverford College . GECC’s net income swung from a loss in FY 2022 to a profit in FY 2023 and moderated in FY 2024 (see table), framing operational performance across his tenure in the compliance function . As Corporate Secretary, he is the designated conduit for stockholder communications to the Board .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MAST Capital | Partner, Chief Operating Officer, General Counsel | March 2009 – September 2017 | Led operations and legal/compliance functions for alternative asset manager |
| Bingham McCutchen LLP | Associate, Banking & Leveraged Finance | Not disclosed | Represented financial institutions, hedge funds and corporate borrowers in commercial finance transactions |
External Roles
| Organization | Role | Years |
|---|---|---|
| Great Elm Group, Inc. (GEG) | President, General Counsel & Chief Compliance Officer | Since March 2018 |
| Great Elm Capital Management, LLC (GECM) | General Counsel & Chief Compliance Officer | Since November 2016 |
Fixed Compensation
- GECC does not provide direct compensation to its officers; Mr. Kleinman is paid by GECM, with GECC reimbursing its allocable portion of Mr. Kleinman’s and Ms. Davis’s compensation under a September 27, 2016 Administration Agreement .
- Context on administration cost reimbursement (company-level): GECC reimbursed GECM $1.1 million for services under the Administration Agreement in FY 2024 and $1.1 million in FY 2023 .
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Direct compensation paid by GECC to executive officers | No | No |
| GECC reimbursement to GECM under Administration Agreement ($USD) | $1.1 million | $1.1 million |
Performance Compensation
- No GECC-paid incentive awards (cash or equity) for executive officers; compensation decisions for Mr. Kleinman occur at GECM/GEG, not GECC .
| Incentive type | Structure | Status at GECC |
|---|---|---|
| Cash bonus | Set and paid by GECM/GEG | Not paid by GECC |
| Equity (RSUs/PSUs/options) | Set and paid by GECM/GEG | Not paid by GECC; not disclosed at GECC |
| Severance/change-of-control | Set by GECM/GEG; prior CFO separation handled by GECM (lump sum $150,000; benefits through Dec 31, 2018) | Not governed by GECC; example reflects GECM precedent |
Equity Ownership & Alignment
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares beneficially owned (units) | 20,558 | 20,558 | 35,698 |
| Shares outstanding (units) | 7,601,958 | 9,452,382 | 11,544,415 |
| Ownership as % of shares outstanding | 0.27% | 0.22% | 0.31% |
| Vested vs. unvested shares | Not disclosed | Not disclosed | Not disclosed |
| Options – exercisable vs. unexercisable | Not disclosed | Not disclosed | Not disclosed |
- Insider trading policy prohibits short-term trading (within 6 months), short sales and transactions in options/derivatives, and prohibits holding/pledging GECC securities in margin accounts except limited exceptions requiring approval; hedging is strongly discouraged and must be pre-cleared .
Employment Terms
| Item | Details |
|---|---|
| GECC role start date | CCO & Corporate Secretary since September 2017 |
| Other affiliations | President, General Counsel & CCO at GEG (since March 2018); General Counsel & CCO at GECM (since November 2016) |
| Contract term/expiration | Not disclosed at GECC |
| Severance/CoC provisions | Not disclosed at GECC; officer arrangements governed by GECM/GEG (e.g., CFO separation via GECM with $150,000 lump sum and benefits) |
| Non-compete/Non-solicit/Garden leave | Not disclosed at GECC |
| Related-party transaction review | Written policy requires GECM, the Company’s Chief Compliance Officer, and designated officers to review affiliate transactions for compliance (Section 57(h)) |
Performance & Track Record (Company context during tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD) | -$15.583 million* | $25.333 million | $3.553 million |
*Values retrieved from S&P Global.
Additional governance signals:
- Corporate Secretary role: stockholder communications to the Board are addressed to Adam M. Kleinman .
- Section 16(a) compliance: GECC reported directors and officers complied for FY 2024, with one inadvertent late Form 4 for GEG noted (not attributed to Mr. Kleinman) .
- Co-investment compliance: GECC’s participation in negotiated co-investments is subject to an SEC Exemptive Relief Order and oversight processes with Board/Audit Committee and compliance functions .
Investment Implications
- Pay-for-performance visibility at GECC is limited because executive compensation, including Mr. Kleinman’s, is set and paid at GECM/GEG; GECC’s Compensation Committee does not produce an executive compensation report, reducing direct linkage between GECC KPIs and his pay .
- Ownership alignment is modest (<1% of shares outstanding), but his beneficial holdings increased to 35,698 shares by FY 2025 (0.31%), up from 20,558 in FY 2023–2024, signaling incremental alignment without evidence of pledging per company policy framework .
- Governance and compliance posture is robust: insider trading controls restrict hedging/pledging and derivative activity, and related-party transactions/co-investments are subject to dedicated compliance and Board processes; however, dual roles across GECC/GEG/GECM and affiliated capital raises (e.g., GESP, PPH, SGP) underscore ongoing conflict-management requirements for investors to monitor .
- Company performance context shows net income volatility across FY 2022–2024, reinforcing the importance of incentive structures at the manager (GECM/GEG) level; with GECC not directly compensating officers, retention and incentive risk reside primarily at the external manager and parent entity rather than at GECC .