Adam Kleinman
About Adam Kleinman
Adam M. Kleinman, age 50, is President of Great Elm Group, Inc. (GEG) and also serves as GECC’s Chief Compliance Officer and Secretary and GECM’s General Counsel and Chief Compliance Officer. He has held the President role since March 21, 2018 and previously was Partner, COO and General Counsel at MAST Capital; he began his career at Bingham McCutchen in Banking & Leveraged Finance. He graduated Phi Beta Kappa from Haverford College (BA, History) and holds a JD from the University of Virginia School of Law. Pay-versus-performance disclosures show the value of a $100 TSR investment at $95 (FY2023), $84 (FY2024), and $96 (FY2025), with net income moving from $27.7M (FY2023) to $(0.9)M (FY2024) to $15.6M (FY2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MAST Capital | Partner, COO, General Counsel | 2009–Sep 2017 | Led operations and legal; institutional credit/distressed investing platform |
| Bingham McCutchen LLP | Associate, Banking & Leveraged Finance | Not disclosed | Structured syndicated debt, ABL facilities, and workouts; foundational finance/legal expertise |
External Roles
- No current external directorships disclosed for Mr. Kleinman in the 2024/2025 proxy statements .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 399,997 | 400,091 | 400,000 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Cash Bonus Paid ($) | 200,000 | 200,000 | 200,000 |
| Total Reported Compensation ($) | 939,011 | 738,291 | 738,800 |
Performance Compensation
| Component | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| RS – Bonus portion (FY2024 performance) | Sep 20, 2024 | 32,552 | 62,500 | 25% on grant; 25% each anniversary through Sep 20, 2027 | Discretionary GECM Bonus Plan payout in stock |
| RS – Bonus portion (FY2023 performance) | Sep 25, 2023 | 60,386 | 125,000 | 25% on grant; 25% each anniversary through Sep 25, 2026 | Discretionary GECM Bonus Plan payout in stock |
| RS – Prior award | Sep 20, 2022 | 49,230 | Not separately disclosed | 25% on grant; 25% each anniversary | Time-based |
| Stock Options (Kleinman Option) | Sep 18, 2017 | 213,000 | — | Fully vested; $3.60 strike; expires Sep 18, 2027 | Options currently out-of-the-money vs $2.42 record-date price |
| Incentive Plan | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| GECM Bonus Plan | Qualitative & quantitative firm metrics (not itemized) | Not disclosed | Not disclosed | Discretionary | Mix of cash and GEG/GECC restricted stock | RS vests 25% at grant, then annually |
Equity Ownership & Alignment
| Ownership Metric | FY2024 | FY2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 793,730 | 798,394 |
| Ownership (% of outstanding) | 2.5% | 2.4% |
| Vested Stock Options (shares) | 213,000 | 213,000 |
| Vested Restricted Stock (shares) | 421,557 | 462,843 |
| Unvested Restricted Stock (shares) | 66,915 | 48,606 |
| Options In/Out of the Money | Stock $2.42 vs $3.60 strike → OTM | Stock $2.42 vs $3.60 strike → OTM |
- Hedging prohibited; company policy bans shorts, options/warrants trading, and monetization strategies by insiders .
- Pledging of executive stock is not disclosed; director ownership guidelines exist (5× cash retainer) but apply to non-employee directors, not executives .
Employment Terms
| Term | Details |
|---|---|
| Role and Start Date | President since March 21, 2018 |
| Current Base Salary | $400,000 (FY2025) |
| Bonus Eligibility | GECM Bonus Plan; discretionary metrics and payouts |
| Severance (No Cause/Good Reason) | $550,000 cash + COBRA reimbursement for 1 year (~$59,338) |
| Equity Acceleration (No Cause/Good Reason) | Kleinman Option credited with 12 months of service (in addition to already-vested) |
| Change-of-Control (within 2 years) | Acceleration of Kleinman Option upon qualifying termination (double-trigger) |
| Non-compete/Non-solicit/Garden Leave | Not disclosed in proxy |
| Clawback | Company plan authorizes cancellation/reimbursement of awards per policy and applicable rules |
Pay versus Performance Reference
| Measure | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Value of $100 cumulative TSR investment | $95 | $84 | $96 |
| Net Income (Loss) ($000s) | $27,680 | $(926) | $15,550 |
Investment Implications
- Alignment and monetization: Equity mix is primarily time-based RS plus legacy options; with stock at $2.42 and Kleinman’s $3.60 strike, options are out-of-the-money—limiting near-term monetization and reducing immediate selling pressure; RSs vest annually (25% tranches), creating predictable potential Form 4 activity around September grant anniversaries .
- Retention risk: Cash severance of $550k and COBRA reimbursement plus option vesting credit provide moderate retention economics; a change-of-control includes double-trigger acceleration—supportive in transactions but may modestly increase turnover risk post-deal .
- Pay-for-performance visibility: Bonus outcomes are discretionary under the GECM Bonus Plan with qualitative/quantitative criteria not itemized, reducing transparency into metric weightings; however, firm-level performance improved in FY2025 (positive net income and stronger TSR vs FY2024), which may support ongoing equity payouts .
- Trading signals: Watch September vesting cycles (2026–2027) for RS release and potential sales; options expire Sep 18, 2027 and remain OTM—limited exercise incentive at current prices .
- Governance risk mitigants: Hedging/shorting prohibitions reduce misalignment; no pledging disclosures; director share-ownership guidelines are robust but executive-specific ownership guidelines are not disclosed .
Overall, Kleinman’s compensation is weighted to time-vested equity with discretionary cash bonuses tied to firm outcomes. Near-term insider selling pressure is modest given OTM options; annual RS vesting warrants monitoring. Performance momentum in FY2025 supports incentive realization, but limited metric disclosure tempers pay-for-performance confidence .