Richard Cohen
About Richard Cohen
Richard M. Cohen (age 74) is an independent Class I director of Great Elm Capital Corp. (GECC), serving since 2022 with his current term expiring at the 2026 annual meeting; he is designated as the Audit Committee Chair and an “audit committee financial expert.” He is President of Richard M. Cohen Consultants (since 1996) and holds a B.S. (Wharton), MBA (Stanford), and a CPA (New York State, inactive), reflecting deep accounting and financial oversight credentials suited to GECC’s BDC governance needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Richard M. Cohen Consultants | President | Since 1996 | Financial consulting to public and private companies |
| Chord Advisors | Founder & Managing Partner | Mar 2012 – Jul 2015 | Outsourced CFO services firm |
| CorMedix Inc. (NYSE: CRMD) | Interim CEO; Director | May 2012 – Aug 2013 | Executive leadership and board role |
| Rodman & Renshaw (investment bank) | Audit Committee member | Jul 2008 – Aug 2012 | Audit oversight at investment bank |
| Novation Capital | Partner | Jul 2001 – Aug 2012 | Partner until sale to private equity |
External Roles
| Company | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Ondas Holdings | ONDS | Director | Since 2018 | Public company board service |
| Direct Digital Holdings | DRCT | Director | Since Nov 2021 | Public company board service |
| Smart For Life, Inc. | SMFL | Director | Feb 2022 – Aug 2022 | Short-term board service |
Board Governance
| Attribute | Details |
|---|---|
| Board class/term | Class I; term expires 2026 (serving since 2022) |
| Independence | Independent under Investment Company Act, Exchange Act, and Nasdaq Rules |
| Committee assignments | Audit (Chair); Nominating & Corporate Governance (Member); Compensation (Member) |
| Audit committee expertise | Designated “audit committee financial expert”; financially sophisticated |
| Meeting cadence & attendance | FY2024: Board (8), Audit (9), Nominating (1), Compensation (1); all directors attended ≥75% of Board and committee meetings during their service period |
| Lead Independent Director | Role held by Mark Kuperschmid (not Cohen) |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (cash) | $45,000 | Standard for independent directors |
| Committee chair fee | $10,000 | Audit Committee Chair |
| Committee membership fees | $5,000 per committee | Member of Nominating & Compensation committees |
| Total fees earned in FY2024 | $65,000 | As reported for Richard Cohen |
GECC states it does not maintain stock/option plans, non‑equity incentive plans, or pension/retirement benefits for directors; reimbursement of reasonable out‑of‑pocket expenses and D&O insurance are provided .
Performance Compensation
No performance-based director compensation elements disclosed (no equity awards, RSUs/PSUs, options, bonuses, incentive metrics, severance or change‑of‑control terms for directors) .
Other Directorships & Interlocks
- Current public boards: Ondas (ONDS), Direct Digital (DRCT); prior: Smart For Life (SMFL). No GECC-disclosed transactional interlocks with GECC portfolio companies or service providers tied to Cohen personally .
- Company-level related party context: GECC’s external advisor GECM is wholly owned by Great Elm Group (GEG), which owns ~12.5% of GECC; several capital raises used SPVs partially owned by GEG (GESP, PPH, SGP). These elevate related‑party considerations requiring independent director oversight .
Expertise & Qualifications
- Accounting/finance depth (CPA, inactive; audit committee financial expert), executive and board experience across multiple public companies; degrees from Wharton (B.S.) and Stanford (MBA). These credentials align with BDC audit oversight, valuation reviews, and fee monitoring .
- Governance participation: Chairs Audit; sits on Nominating and Compensation; contributes to risk oversight and committee processes .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 2,612 (Richard Cohen) |
| Percent of class | <1% |
| Dollar range of ownership | $10,001–$50,000 (based on $10.05 stock price on record date) |
| Shares outstanding (record date) | 11,544,415 |
| Section 16 filings | Company reports compliance for directors in 2024; one exception related to GEG’s Form 4, not Cohen |
| Hedging/pledging policy | Insider trading policy strongly discourages hedging; prohibits short sales/options; prohibits margin accounts/pledging except limited pre‑cleared exceptions |
Governance Assessment
- Board effectiveness: Cohen’s independence and designation as Audit Committee Chair/financial expert strengthen oversight of financial reporting, valuation, auditor independence, and pre‑approval processes—critical in externally managed BDCs .
- Engagement: Service on three committees and ≥75% attendance across Board/committee meetings supports active engagement and governance continuity .
- Alignment: Direct ownership is modest (2,612 shares; $10k–$50k range), and GECC provides no director equity compensation—cash‑heavy pay may limit long‑term alignment compared to equity‑mix practices at peers .
- Conflict landscape: Company-level related‑party exposure (GECM/GEG structure, SPVs, fee arrangements, co‑investment constraints) underscores the importance of independent committee control (Audit, Nominating, Compensation comprised of independent directors) and rigorous adherence to charters and compliance policies .
- Red flags: No director‑specific legal proceedings or Section 16 delinquencies reported for Cohen; however, absence of equity‑based director pay and limited personal ownership, alongside significant related‑party transactions at the company level, are monitoring points for investor alignment and potential perceived conflicts .