Keri Davis
About Keri Davis
Keri A. Davis (age 41) is Chief Financial Officer and Treasurer of Great Elm Capital Corp. (GECC) since March 2019. She previously served as SEC Reporting Manager at Great Elm Capital Management (GECM) starting June 2018 and is also the Chief Financial Officer of Great Elm Group, Inc. (GEG) since May 2023. Ms. Davis holds a B.B.A. in Accounting from the University of Massachusetts Amherst and spent 2005–2017 in PwC’s audit practice. Recent operating results reported under her financial stewardship include Q2 2025 NII of $5.9M ($0.51/share) vs $4.6M ($0.40/share) in the prior period, NAV/share rising to $12.10 from $11.46, asset coverage ratio improving to 169.5% from 163.8%, and a $0.37/share quarterly distribution (12.2% annualized yield on 6/30 NAV) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Senior Manager, Audit Practice | 2005–2017 | External audit and assurance experience for public companies |
| Great Elm Capital Management (GECM) | SEC Reporting Manager | Since Jun 2018 (prior to GECC CFO appointment) | Public-company SEC reporting for externally managed BDC platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Great Elm Group, Inc. (GEG) | Chief Financial Officer | Since May 2023 | Finance leadership at parent of GECC’s external adviser (GECM) |
Fixed Compensation
- GECC does not directly compensate its executive officers. Ms. Davis is employed and paid by Great Elm Capital Management (GECM), GECC’s external administrator/adviser, with GECC reimbursing its allocable portion of Ms. Davis’s compensation under the Administration Agreement .
- As a result, GECC’s proxy does not disclose base salary, target bonus, or equity awards for Ms. Davis; those, if any, are set by GECM/GEG and not by GECC .
Performance Compensation
- GECC does not grant options/RSUs or pay incentives to executive officers; the Compensation Committee only oversees compensation directly paid by GECC to the Chief Compliance Officer. Executive officers (including Ms. Davis) are not directly compensated by GECC .
- Adviser fee context (relevant to alignment): GECM earns (i) a base management fee on total assets and (ii) an incentive fee with income and capital gains components. In April 2022, GECC reset the capital gains incentive fee hurdle by excluding $163.2M of pre-4/1/2022 losses from the calculation and resetting the commencement date, as approved by stockholders on Aug 1, 2022 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned | 12,338 shares (as of record date 4/2/2025) |
| Percent of shares outstanding | Less than 1% (11,544,415 shares outstanding) |
| Vested vs. unvested shares | Not disclosed by GECC |
| Stock options (exercisable/unexercisable) | None disclosed by GECC |
| Shares pledged as collateral | Company insider trading policy prohibits holding GECC securities in margin accounts or pledging as collateral, subject to limited exceptions requiring approval |
| Hedging/derivatives by insiders | Hedging transactions permitted but strongly discouraged and must be pre-cleared; short sales and transactions in options (puts/calls or other derivatives) are prohibited |
| Stock ownership guidelines (officers) | Not disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Employment relationship | Ms. Davis is CFO & Treasurer of GECC (since Mar 2019) and an employee of GECM; GECC reimburses its allocable portion of her compensation per the Administration Agreement |
| Contract term / expiration | Not disclosed by GECC (executives are employed by GECM/GEG) |
| Severance / change-of-control | Not disclosed by GECC (no direct executive compensation arrangements at GECC) |
| Non-compete / non-solicit | Not disclosed by GECC |
| Clawback provisions | Not disclosed by GECC for executives; GECC maintains a Code of Ethics and insider trading policy for directors/officers/employees |
Additional Performance Context (latest disclosed)
| Metric | Value |
|---|---|
| Net Investment Income (NII) | $5.9M ($0.51/share) vs $4.6M ($0.40/share) prior period (per mgmt commentary) |
| NAV per share | $12.10 (6/30/2025) vs $11.46 (3/31/2025) |
| Asset coverage ratio | 169.5% (6/30/2025) vs 163.8% (3/31/2025) |
| Quarterly distribution | $0.37/share for Q3 (payable Sep 30; 12.2% annualized yield on 6/30 NAV) |
GECC’s executive certifications (including Ms. Davis as CFO) regularly accompany 10-Q filings, evidencing accountability over controls and reporting .
Governance, Related Parties, and Conflicts (context for alignment)
- GECC is externally managed by GECM, a wholly owned subsidiary of GEG; GECC pays base/incentive fees to GECM and reimburses administrative costs (including a portion of Ms. Davis’s compensation) .
- Multiple GECC share issuances in 2024–2025 involved special purpose vehicles partially owned (25%) by GEG, with pass-through voting commitments; these raise alignment considerations but also provided capital at NAV .
- Insider trading policy prohibits short-term trading, short sales, and options, and restricts pledging/margin use—reducing hedging/pledging risk indicators for executives .
Investment Implications
- Pay-for-performance transparency gap: Because Ms. Davis is compensated by GECM/GEG, GECC stockholders lack visibility into her salary/bonus/equity mix and performance targets—limiting direct pay-performance assessment at the GECC level. However, adviser economics (management and incentive fees) create portfolio performance-linked incentives at the platform level .
- Low insider selling overhang: No GECC-disclosed option/RSU programs for executives and no reported GECC equity grants to Ms. Davis—reducing vesting-related selling pressure. Beneficial ownership is modest at 12,338 shares (<1%) .
- Alignment safeguards: GECC’s insider policy restricts hedging/pledging, mitigating downside misalignment/forced sales risk in volatile markets .
- Execution track record signals: Recent period improvements in NII, NAV/share, and asset coverage during Ms. Davis’s tenure as CFO support operational discipline in a rising-rate, credit-cyclical environment; sustained delivery on NII coverage of distributions and NAV stability are key for future confidence .
- Governance watch-outs: The 2022 reset of the capital gains incentive fee hurdle at the adviser level and recurring related-party capital raises warrant ongoing monitoring for fee alignment and capital allocation discipline .