Chad Perry
About Chad Perry
Chad Perry, 53, is an independent director of Great Elm Capital Corp. (GECC) serving since 2022 and nominated as the Class III director for a term expiring at the 2028 annual meeting; he is currently Executive Vice President and General Counsel at RLJ Lodging Trust, and previously held senior legal and governance roles at Tanger Factory Outlet Centers, LPL Financial, EMC, and Ropes & Gray LLP. He holds a B.A. from Princeton University and a J.D. from Columbia University, where he was a Harlan Fiske Stone Scholar; he is admitted to the Massachusetts and California bars .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RLJ Lodging Trust | Executive Vice President & General Counsel | Current (as of proxy) | Senior legal leadership at a public REIT |
| Tanger Factory Outlet Centers, Inc. | Executive Vice President & General Counsel; Secretary | Dec 2011–Apr 2023; Secretary since May 2012 | Led corporate governance, compliance, in‑house legal; oversight of Human Resources, Business Development, Real Estate Development |
| LPL Financial Corporation | Executive Vice President & Deputy General Counsel | May 2006–Dec 2011 | Senior corporate legal role |
| EMC Corporation | Senior Corporate Counsel | Prior to LPL | Corporate legal counsel |
| Ropes & Gray LLP | Attorney | Early career | Training at top international law firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DWS Fund Complex | Director | Past 5 years | Fund complex directorship; adds investment oversight experience |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Perry is independent under the Investment Company Act, Exchange Act, and Nasdaq Rules |
| Committees | Audit Committee (member); Nominating & Corporate Governance Committee (member); Compensation Committee (Chair) |
| Lead Independent Director | Mark Kuperschmid |
| Meeting Attendance | All directors attended ≥75% of Board and relevant committee meetings in FY2024 (Board: 8; Audit: 9; Nominating: 1; Compensation: 1) |
| Election Outcome (2025) | For: 7,225,709; Withheld: 678,522; Broker Non‑Votes: 2,067,510 |
Fixed Compensation
| Component | Amount (USD) | Source |
|---|---|---|
| Annual Director Retainer (cash) | $45,000 | |
| Committee Chair Fee (Compensation Committee) | $10,000 | |
| Committee Membership Fees (Audit; Nominating & Corporate Governance: 2 × $5,000) | $10,000 | |
| Total Cash Fees Paid (FY2024) | $65,000 | |
| Equity/Options/Pension | None (no stock or option plan, non‑equity incentive plan, or pension benefits for directors in FY2024) | |
| Expense Reimbursement & D&O Insurance | Reasonable out‑of‑pocket meeting expenses reimbursed; D&O insurance purchased |
Performance Compensation
| Program | Status | Performance Metrics | Vesting |
|---|---|---|---|
| Equity awards (RSUs/PSUs) | Not maintained for directors in FY2024 | N/A | N/A |
| Option awards | Not maintained for directors in FY2024 | N/A | N/A |
| Non‑equity incentive plan | Not maintained for directors in FY2024 | N/A | N/A |
No performance-linked director compensation is disclosed; Perry’s director pay is entirely fixed cash with committee fees .
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict |
|---|---|---|
| DWS Fund Complex | Director | No GECC‑specific conflict disclosed |
No shared directorships with GECC’s manager (GECM) or parent (GEG) are disclosed for Perry; broader company-level related-party relationships with GEG/GECM/affiliated vehicles are significant but not tied to Perry personally .
Expertise & Qualifications
- Legal and governance leadership across public companies and fund complex boards; deep experience in compliance, corporate governance, and organizational oversight .
- Princeton B.A.; Columbia J.D. (Harlan Fiske Stone Scholar); admitted to MA and CA bars .
- Committee leadership (Compensation Chair) and service on Audit and Nominating enhance board effectiveness .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Dollar Range of Equity | Shares Outstanding (Record Date) |
|---|---|---|---|---|
| Chad Perry | — | * (<1%) | None | 11,544,415 |
Policy context:
- Insider trading policy strongly discourages hedging (requires pre‑clearance); prohibits short sales and transactions in options on GECC securities; prohibits holding in margin accounts or pledging as collateral, subject to limited exceptions requiring approval .
Governance Assessment
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Strengths:
- Independent status; multi‑committee engagement; Compensation Committee chair role supports governance rigor .
- Satisfactory attendance; broad legal/compliance expertise relevant to a BDC’s oversight needs .
- Solid shareholder support in 2025 election (majority of votes cast “For”) .
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Concerns and potential red flags:
- No personal share ownership (“None” dollar range), and director compensation entirely in cash—limited “skin in the game” alignment compared to boards that use equity retainers .
- Company‑level related‑party relationships (GEG equity stakes; investment manager fees; SPVs partially owned by GEG participating in share purchases) present systemic conflicts risk—even though not tied to Perry personally; continued vigilance by independent directors and adherence to co‑investment exemptive order is critical .
- Hedging permitted under policy (albeit discouraged and pre‑cleared) can weaken alignment if used; no Perry-specific hedging/pledging is disclosed .
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Compensation Committee analysis:
- Committee comprised solely of independent directors; Perry as Chair. Scope is limited given GECC’s externally managed model (execs not directly compensated by GECC); committee oversees CCO compensation if any and assists on compensation matters. No use of external compensation consultants disclosed; interlocks/insider participation not present .
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Overall implication for investors:
- Perry’s legal/governance background and committee leadership are positives for board effectiveness. However, absence of equity ownership and cash-only director pay reduce direct alignment; independent oversight remains essential amid GECC’s extensive related-party ecosystem and fee structures .