Matthew Drapkin

About Matthew A. Drapkin

Matthew A. Drapkin, 52, is Chairman of the Board of Great Elm Capital Corp. (GECC) and has served as a director since March 2022; his current Class II term runs until 2027. He is classified as an “interested person” (not independent) under the Investment Company Act due to his and Northern Right Capital’s ownership of Great Elm Group (GEG) equity and GEG PIK notes. Professionally, Drapkin is CEO & Portfolio Manager of Northern Right Capital Management, L.P. (small/mid-cap focused), Vice Chairman of GEG’s board, and Executive Chairman of Boardroom Alpha, Inc. He holds a J.D. from Columbia Law School, an M.B.A. from Columbia Business School, and a B.A. in American History from Princeton University.

Past Roles

External Roles

Board Governance

• Role: Chairman of the Board; Director since March 2022; Class II term through 2027.
• Independence: Not independent; deemed an “interested person” due to ownership interests in GEG equity and GEG PIK Notes via Northern Right.
• Committee assignments: None (Audit, Compensation, Nominating & Corporate Governance committees are limited to independent directors).
• Board/committee activity and attendance: In 2024, the Board held 8 meetings; Audit 9; Nominating 1; Compensation 1; all directors attended ≥75% of meetings during their service period. One director attended the 2024 annual meeting.

Fixed Compensation

• Policy: Independent directors receive a $45,000 annual fee; committee chairs receive $10,000; committee members receive $5,000; directors are reimbursed for reasonable meeting expenses; D&O insurance is provided. Interested directors (including Drapkin) receive no director compensation from GECC.

Performance Compensation

• Equity/option plans for directors: None maintained in 2024 (no stock, option, non-equity incentive, pension, or retirement benefits for directors).

Other Directorships & Interlocks

Expertise & Qualifications

• Investment and capital markets expertise; extensive experience across activism/special situations and public company boards; GECC states these qualifications as reasons for his board service.
• Education: J.D. (Columbia Law School), M.B.A. (Columbia Business School), B.A. American History (Princeton University).

Equity Ownership

• Dollar range (director disclosure): “Over $100,000” of GECC equity (based on $10.05 closing price on the record date).

Related-Party Exposure (Conflicts)

• Adviser and parent overlap: GECC’s external adviser (GECM) is wholly owned by GEG; Drapkin is Vice Chairman of GEG and beneficially owns GEG equity/PIK notes via Northern Right—creating an interlock between GECC’s Board chair and its adviser’s parent.
• Fees to adviser: GECC paid GECM $4.5M base management fees in 2024 ($3.5M in 2023) and incurred $2.6M of income incentive fees for 2024 ($3.1M in 2023); no capital gains incentive fees in 2023–2024.
• Co-investment/affiliated opportunities: Participation in negotiated co-investments with affiliates is subject to an Exemptive Relief Order and policies; GECC may not be offered certain opportunities managed by affiliates.
• Independence mitigation: All standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors and exclude Drapkin.

Governance Assessment

• Strengths

  • Deep capital markets/activism experience and prior public board leadership across multiple sectors; advanced legal and business education.
  • Majority-independent committee structure with independent-only membership and experienced audit leadership; Drapkin is not on key committees, which mitigates conflict risk from his “interested” status.
  • Strong engagement baseline: all directors met ≥75% meeting attendance in 2024.

• Red Flags

  • “Interested” director and Board Chair with material interlocks to GEG (parent of GECC’s adviser) and holdings in GEG equity/PIK notes—elevates conflict risk around adviser oversight and fee arrangements.
  • Adviser fee scale is meaningful relative to GECC, creating sensitivity around performance/fee alignment; 2024 base management fees $4.5M and $2.6M income incentive fees accrued.

• Other Observations

  • Director compensation alignment: Drapkin receives no cash or equity compensation from GECC as an interested director, while still holding a significant personal stake (7.6%), aligning him economically with shareholders despite conflicts via GEG/Northern Right.

Attendance note: One director attended the 2024 annual meeting (not specified by name); all directors met the ≥75% threshold.

Director Committee Landscape (for context)

Director Compensation (Peer Context within GECC Board)

Compliance and Ownership Disclosures

• Section 16(a): Company states directors and officers complied with filing requirements in 2024, except an inadvertent late Form 4 for a GEG-owned award vest (reported 2/22/2024).

Citations: [DocID:Chunk]