Mark Kuperschmid
About Mark Kuperschmid
Lead Independent Director of Great Elm Capital Corp. (GECC); independent Class I director with term expiring in 2026 and service “since inception.” Age 62. Background includes managing member of Benmark Investments LLC (since May 2006), prior Co‑Head of Technology Investment Banking at Banc of America Securities, operating leadership at Trammell Crow’s Northern California business, and an early career as a financial analyst at Morgan Stanley. Education: B.S./B.A. with honors from University of Pennsylvania (Wharton) and M.B.A. from Stanford University . The Board determined he is independent under Nasdaq and Investment Company Act standards; he serves as GECC’s Lead Independent Director coordinating independent director activities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benmark Investments LLC | Managing Member | Since May 2006 | Private investor/advisor; operating/strategic roles across investments |
| Banc of America Securities | Co‑Head, Technology Investment Banking | Not disclosed | Senior transactional leadership in tech banking |
| Trammell Crow Company (Northern California) | Ran Northern California commercial real estate operation | Not disclosed | Operating leadership |
| Morgan Stanley | Financial Analyst (New York) | Not disclosed | Early-career finance/analytics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships (past 5 years) | None disclosed | — | No other public boards in past five years |
Board Governance
- Independence and role: Independent director; designated Lead Independent Director responsible for coordinating activities of independent directors .
- Committee assignments (FY2024 and current structure):
- Audit Committee: Member . Listed signatory on Audit Committee Report (with Chair Richard Cohen and Chad Perry) .
- Nominating & Corporate Governance Committee: Chair .
- Compensation Committee: Member .
- Board/committee activity (FY2024): Board met 8 times; Audit 9; Nominating & Governance 1; Compensation 1; all directors attended at least 75% of meetings of the Board and committees on which they served during their service period .
- Director independence determinations: Board determined each director is independent except Messrs. Drapkin and Falk (interested persons) .
- Governance policies: Codes of ethics and insider trading policy filed with 10‑K; policy discourages hedging, prohibits short sales/options, and prohibits margin/pledging subject to limited pre‑cleared exceptions .
Fixed Compensation (Director Pay – FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $45,000 | Standard board fee |
| Committee Chair fee (Nominating & Corporate Governance) | $10,000 | Chair premium |
| Committee membership fees (Audit; Compensation) | $5,000 each | Per-committee membership |
| Total reported compensation (Kuperschmid, FY2024) | $65,000 | Matches base + chair + two memberships |
| Equity/option awards | $0 | No stock/option plan for directors in 2024 |
| Meeting fees | Not disclosed | Not specified beyond retainers; expense reimbursement provided |
Performance Compensation
- None. GECC did not maintain non‑equity incentive or equity-based plans for directors in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public boards (past 5 years) | None disclosed |
| Identified interlocks/overlaps with GECC competitors/suppliers/customers | None disclosed in proxy |
Expertise & Qualifications
- Capital markets and M&A expertise from senior investment banking roles and private investing (Benmark) .
- Operating experience (real estate operations leadership at Trammell Crow Northern California) .
- Education: Wharton undergrad (honors) and Stanford MBA .
- Governance role: Lead Independent Director; Chair, Nominating & Corporate Governance Committee .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 17,272 |
| Percent of class | <1% (as reported) |
| Composition/indirect holdings | Includes 13,972 shares held by Benmark Investments LLC; he disclaims beneficial ownership except to the extent of his pecuniary interest |
| Dollar range of GECC equity (as of record date price $10.05) | Over $100,000 |
| Shares outstanding reference (for % context) | 11,544,415 shares outstanding on record date |
| Pledging/hedging | Company policy strongly discourages hedging; prohibits short sales and option transactions; prohibits margin/pledging subject to limited pre‑cleared exceptions |
Governance Assessment
- Strengths/signals:
- Clear independence and leadership: Lead Independent Director coordinating independent director activities; chairs Nominating & Governance; sits on Audit and Compensation—positions consistent with oversight and governance strength .
- Attendance: Met or exceeded 75% threshold across Board/committees (FY2024), with an active committee calendar (9 Audit meetings) .
- Ownership alignment: Beneficially owns 17,272 shares; dollar range “Over $100,000,” indicating meaningful personal exposure; a portion via Benmark with standard pecuniary-interest disclaimer .
- Pay structure appropriate for BDC: Cash-only director compensation; no equity awards mitigate pay-for-performance misalignment risks at the board level .
- Policy framework: Codes of ethics and insider trading policy with restrictive provisions on short-term trading/derivatives/pledging support alignment .
- Company-level conflicts context (not specific to Kuperschmid but relevant to oversight):
- Externally managed BDC with management and incentive fees payable to Great Elm Capital Management (GECM), wholly owned by Great Elm Group (GEG); incentive fee mechanics and April 2022 reset present ongoing alignment considerations .
- Significant related-party capital transactions (e.g., share purchases by GESP/PPH/SGP SPVs partially owned by GEG) require vigilant independent oversight; voting agreements mitigate control concerns (proportional voting while >3%) .
- RED FLAGS (none specific to Kuperschmid disclosed):
- No Section 16(a) delinquency noted for him; the only reported filing timing oversight in 2024 related to a GEG internal transfer, not his filings .
- No director equity plan or option repricing issues disclosed for directors .
Committee Snapshot (Current)
| Committee | Role | Notes |
|---|---|---|
| Nominating & Corporate Governance | Chair | Independent-only membership |
| Audit | Member | Independent-only; Cohen is Chair; active meeting cadence |
| Compensation | Member | Independent-only; Perry is Chair |
Board Activity & Independence
- Board meetings (FY2024): 8; committees—Audit 9; Nominating & Governance 1; Compensation 1; all directors ≥75% attendance .
- Independent directors: 3 of 5; Messrs. Drapkin and Falk are “interested” directors; Kuperschmid designated Lead Independent Director .
Related-Party Exposure (Company-Level, for Oversight)
- Management/administration agreements with GECM (fees: base management $4.5m in 2024; income incentive fees accrued $2.6m; no capital gains incentive fee in 2024); admin reimbursements ~$1.1m .
- Share purchases at NAV by GESP/PPH/SGP (each 25% owned by GEG) with proportional voting commitments .
- Co‑investment governed by an SEC Exemptive Relief Order (Oct 2, 2024) requiring process discipline; potential allocation/return dilution risk if opportunities are shared .
Overall: Kuperschmid’s independent leadership, committee breadth, attendance, and meaningful share ownership support governance quality; primary investor considerations relate to the externally managed BDC model and related‑party capital flows, which heighten the importance of his committee roles and independent oversight .