Matt Kaplan
About Matt Kaplan
Matt Kaplan, age 38, is President and Chief Executive Officer of Great Elm Capital Corp. (GECC) and has served in this role since March 2022. He is also a Portfolio Manager (since October 2020) and President (since August 2023) at Great Elm Capital Management (GECM) and a Managing Director of Imperial Capital Asset Management, LLC (ICAM) since August 2020; he holds a B.S. in Managerial Economics from UC Davis and is a CFA charterholder . Under Kaplan’s tenure, GECC’s total investment income was $10.6 million in Q3 2025 and $37.4 million for the nine months ended September 30, 2025, with net investment income of $2.4 million in Q3 2025 and $12.9 million year-to-date; NAV per share was $10.01 at Q3-end and the asset coverage ratio was approximately 168.2% . The company expanded its revolving credit facility capacity from $25 million to $50 million (with potential to $90 million) and reduced its spread to SOFR+2.50% in August 2025, actions Kaplan highlighted as supportive of growth and flexibility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GECM | Portfolio Manager | 2020–present | Leads investment selection across capital structure; day-to-day management of one pooled fund for an institutional investor . |
| GECM | President | 2023–present | Leadership of investment adviser’s operations and investment processes . |
| ICAM | Managing Director | 2020–present | Focus on special situations and event-driven credit/equities . |
| Citadel LLC | Investor (special situations/event-driven credit & equities) | 2015–2019 | Buyside investing experience in complex transactions . |
| Imperial Capital UK | Senior Vice President | 2014–2015 | Advised on special situations and complex transactions, including bank liquidation . |
| Imperial Capital US | Research | 2007–2014 | Sell-side research foundation across credit/equity . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| GECM | Portfolio Manager; President | 2020–present; 2023–present | GECC considers Kaplan its portfolio manager; compensation is paid by GECM, not GECC . |
| ICAM | Managing Director | 2020–present | Shared services between GECM and ICAM; Level 3 valuations across certain holdings . |
| Other Accounts Managed | Pooled Investment Fund | As of 12/31/2024 | 1 other pooled vehicle; $14.0 million AUM; performance-based fees apply . |
Fixed Compensation
- GECC does not provide direct compensation to executive officers; Kaplan is paid by GECM, with GECC reimbursing only the allocable portion of compensation for certain non-investment roles under an Administration Agreement .
- GECM’s investment personnel may be compensated through base salary, cash bonuses, and equity in Great Elm Group, Inc. (GEG); GECC does not disclose Kaplan’s specific base salary or bonus amounts .
Performance Compensation
- Executive incentive or equity awards at GECC are not applicable; GECC’s Compensation Committee does not produce an executive compensation report because executives are not directly compensated by GECC .
- At the corporate level, GECM (the external manager) earns fees from GECC: base management fee (1.50% of average adjusted gross assets excluding cash) and incentive fees (income and capital gains components) under the Investment Management Agreement; these fees influence GECC economics but are not a disclosure of Kaplan’s personal compensation .
Equity Ownership & Alignment
| Item | As of Date | Value |
|---|---|---|
| Shares beneficially owned (Matt Kaplan) | Record Date April 2, 2025 | 61,198 shares; less than 1% of class . |
| Ownership dollar range | December 31, 2024 | Between $500,001 and $1,000,000 (based on closing price $10.99) . |
| Shares outstanding | Record Date April 2, 2025 | 11,544,415 shares . |
- Insider trading policy prohibits short-term trading within 6 months, short sales, and options transactions; holding stock in margin accounts or pledging stock as collateral is prohibited except for limited exceptions requiring legal/compliance approval. Hedging is permitted but strongly discouraged and must be pre-cleared .
- During Q3 2025, no director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (reduces near-term mechanical selling pressure signals) .
Employment Terms
- Role and start date: Kaplan has been President and CEO of GECC since March 2022; he also serves as Portfolio Manager (since October 2020) and President (since August 2023) at GECM .
- Contract terms, severance, change-of-control, non-compete: Not disclosed at the GECC level; executives are employed by GECM and GECC does not directly compensate or disclose employment contracts .
- Relevant corporate agreements: GECC’s Investment Management Agreement and Administration Agreement with GECM can be terminated by either party without penalty upon at least 60 days’ written notice, which informs overall manager retention dynamics rather than individual executive severance .
Performance & Track Record
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Total Investment Income ($000) | 11,727 | 10,642 |
| Net Investment Income ($000) | 4,072 | 2,433 |
| Net Realized Gain (Loss) ($000) | 223 | 6,156 |
| Net Change in Unrealized Appreciation (Depreciation) ($000) | (821) | (30,601) |
| NAV per Share ($) | 11.79 (FY 2024) | 10.01 (Q3 2025) |
| Metric | 9M 2024 | 9M 2025 |
|---|---|---|
| Total Investment Income ($000) | 30,184 | 37,414 |
| Net Investment Income ($000) | 10,323 | 12,913 |
| Net Realized Gain (Loss) ($000) | 2,109 | 6,879 |
| Net Change in Unrealized Appreciation (Depreciation) ($000) | (10,742) | (29,608) |
- Portfolio developments: GECC formed a CLO joint venture in April 2024; distributions from CLO JV were $1.5 million in Q3 2025 and $8.6 million YTD, with unrealized depreciation of approximately $3.2 million in Q3 2025 .
- Credit events: Significant unrealized depreciation (~$16.3 million in Q3 2025) related to First Brands following its bankruptcy filing; outcomes remain uncertain .
- Liquidity and leverage: Short-term investments of ~$88.7 million at Q3-end; asset coverage ratio ~168.2% vs. 150% minimum; notes outstanding by maturity detailed below .
| Notes Payable (Principal) | Total ($000) | Less than 1 year | 1–3 years | 3–5 years | More than 5 years |
|---|---|---|---|---|---|
| GECCO (5.875% due 2026) | 57,500 | 57,500 | – | – | – |
| GECCI (8.50% due 2029) | 56,500 | – | – | 56,500 | – |
| GECCH (8.125% due 2029) | 41,400 | – | – | 41,400 | – |
| GECCG (7.75% due 2030) | 50,000 (plus $7,500 O/A Oct 2) | – | – | – | 50,000 |
| Total | 205,400 | 57,500 | – | 97,900 | 50,000 |
| Distributions (Declared) | Record Date | Payment Date | Per Share ($) |
|---|---|---|---|
| FY 2024 (Quarterly) | 03/15/2024 | 03/29/2024 | 0.35 |
| 06/14/2024 | 06/30/2024 | 0.35 | |
| 09/16/2024 | 09/30/2024 | 0.35 | |
| 12/16/2024 | 12/31/2024 | 0.35 | |
| FY 2025 (Quarterly) | 03/17/2025 | 03/31/2025 | 0.37 |
| 06/16/2025 | 06/30/2025 | 0.37 | |
| 09/16/2025 | 09/30/2025 | 0.37 | |
| 12/15/2025 | 12/31/2025 | 0.37 |
Board Governance
- Kaplan is an executive officer (President & CEO) and GECC’s portfolio manager; he is not listed as a GECC director. The Board comprises five members, with three independent directors (Audit, Nominating & Governance, and Compensation committees limited to independent directors) .
- Committee roles: Compensation Committee chaired by Chad Perry; Audit Committee chaired by Richard Cohen; Lead Independent Director is Mark Kuperschmid .
Compensation Committee Analysis
- The Compensation Committee addresses compensation paid directly by GECC, which pertains only to the Chief Compliance Officer if paid directly; executive officers (including Kaplan) are not compensated by GECC, so the committee does not produce or review executive compensation practices .
Related Party Transactions & Alignment Considerations
- GEG, GECC’s manager’s parent, owned ~12.5% of GECC outstanding common stock at the Record Date; GECC paid base management fees of $4.5 million in 2024 and $3.5 million in 2023, and accrued/unpaid incentive fees of ~$0.4 million as of 12/31/2024 (income incentive fees of $2.6 million in 2024 and $3.1 million in 2023) .
- Share purchases: GESP bought 1,850,424 GECC shares at $12.97/share ($24 million) on Feb 8, 2024; PPH bought 997,506 shares at $12.03/share ($12 million) on June 21, 2024; SGP bought 1,094,527 shares at $12.06/share ($13 million) on Dec 11, 2024; each vehicle is 25% owned by GEG and has proportionate voting requirements .
- Insider trading compliance: GECC reported overall Section 16 compliance for 2024, except an inadvertent late report by GEG related to 2,389 vested compensation shares transferred on Feb 15, 2024 (reported Feb 22, 2024) .
Investment Implications
- Compensation alignment: Because Kaplan’s compensation is through GECM (base/cash/equity in GEG) and not directly disclosed at GECC, direct pay-for-performance linkage at the public BDC level is limited; however, his personal stake of 61,198 shares and policy restrictions on pledging and derivatives partially align with shareholder interests .
- Retention risk: GECC’s advisory and administration agreements can be terminated on 60 days’ notice, implying organization-level retention/governance risk resides in the manager relationship rather than individual executive contracts; no severance/COC terms for Kaplan are disclosed .
- Performance signals: YTD 2025 net investment income rose vs. YTD 2024, but unrealized depreciation increased materially in Q3 due to First Brands and other marks; NAV per share declined versus FY 2024. The revolver expansion and lower spread support flexibility and potential ROE, but portfolio credit events introduce execution risk .
- Trading signals: No 10b5-1 plan activity in Q3 2025 (reduces mechanical selling risk), and Board authorized a $10 million share repurchase program post-Q3, which may signal management confidence; monitor subsequent Form 4s for insider activity given small personal stake .
Note: Items such as base salary, target/actual bonus, vesting schedules, severance, change-of-control terms, clawbacks, tax gross-ups, deferred compensation, perquisites, ownership guidelines, and non-compete specifics are not disclosed by GECC for Kaplan since executives are paid by GECM. Where organizational economics (fees) are disclosed, they pertain to GECM’s agreement with GECC, not Kaplan’s individual compensation .