David Matter
About David Matter
David Matter (age 56) has served as an independent director of Great Elm Group (GEG) since May 2022. He is Co‑Chief Investment Officer of Silver Creek Capital Management and previously was Managing Director and Co‑CIO of BlackRock Alternative Advisors, chairing its Investment Committee; earlier roles include Quellos Group, American Funds/Capital Group, and Bankers Trust. He holds a BA (University of Pennsylvania), MBA with honors and MA in International Studies (University of Washington), and is a CFA charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock Alternative Advisors (BAA) | Managing Director; Co‑CIO, Hedge Fund Solutions | Not disclosed (pre‑2022) | Chaired BAA Investment Committee; member of BAA Management Committee and Co‑Investment Portfolio Mgmt Group |
| Quellos Group | Principal; Investment Committee member | Not disclosed | Managed Absolute Return Strategy portfolios and Investment Research |
| American Funds – Capital Group | Financial Analyst | Not disclosed | Early career foundation in investment analysis |
| Bankers Trust | Financial Analyst | Not disclosed | Early career foundation in finance |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Silver Creek Capital Management | Co‑Chief Investment Officer | Private | Current primary role; no related‑party transactions with GEG disclosed |
Board Governance
- Independence: Board determined Matter is independent under Nasdaq rules .
- Committees: Member, Audit Committee (FY2025); expected to remain member post‑2025 Annual Meeting; James P. Parmelee to chair; Booker Smith to join Audit post‑meeting .
- Attendance: In FY ended June 30, 2025, Board held 4 meetings and committees held 10; each director attended at least 75% of combined Board and committee meetings .
- Executive Sessions: Independent directors hold an executive session at each regular Board meeting; Vice Chairman presides .
- Audit Committee Activity: 7 meetings in FY2025; Board determined members (including Matter) are independent and financially literate; Parmelee is the audit committee financial expert .
Fixed Compensation
- Non‑employee director program (FY2025):
- $65,000 annual cash retainer; $20,000 Audit Chair; $10,000 Compensation Chair; $10,000 Nominating Chair; $10,000 per non‑chair committee; $65,000 cash for Vice Chairman; annual restricted stock grant valued at $65,000 (Jan 3, 2025), monthly vesting, pro‑rated .
- Director compensation (FY2025): | Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) | |---|---:|---:|---:|---:| | David Matter | — | 140,000 | — | 140,000 |
The “Stock Awards” include annual restricted stock and any elected stock in lieu of cash retainers; fair value per FASB ASC 718 .
Performance Compensation
| Item | Details |
|---|---|
| Instrument | Restricted stock (annual director grant) |
| Grant date / value | Jan 3, 2025; $65,000 annual grant; additional stock may reflect elections in lieu of cash |
| Vesting | Monthly from grant date; pro‑rated for partial service |
| Performance Metrics | None disclosed for director equity (time‑based vesting) |
| 2025 LTIP Context | New plan caps non‑employee director total comp (cash + awards) at $500,000; $750,000 for chair/vice chair |
| Forthcoming RSUs | In FY2026, non‑employee directors to receive RSUs valued at $65,000 (standard annual grant) |
Other Directorships & Interlocks
| Person | Other Public Boards | Interlocks / Relationships |
|---|---|---|
| David Matter | Not disclosed | No related‑party transactions disclosed involving Matter; Board independence affirmed |
| Board Context | — | Significant shareholder relationships disclosed for other directors/affiliates (ICAM/Long Ball, Northern Right, Woodstead), but not involving Matter |
Expertise & Qualifications
- Technical/Professional: Alternative investments, capital markets strategy, risk management; board‑level investment oversight .
- Education/Certifications: BA (UPenn), MBA and MA (Univ. of Washington), CFA charterholder .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Breakdown |
|---|---|---|---|
| David Matter | 482,234 | 1.4% | Includes 236,006 vested restricted stock and 13,280 unvested restricted stock |
- Director Ownership Guidelines: Required to beneficially own ≥5x annual cash retainer; five years to comply; time‑based RS/RSUs count; performance‑based awards/options do not .
- Compliance Indicator: Retainer $65,000 → guideline value $325,000 . Using Record Date closing price $2.42 → implied threshold ≈134,297 shares; Matter’s 482,234 shares exceed guideline (inputs cited) .
- Hedging/Pledging: Hedging, shorting, and trading in derivatives on GEG stock prohibited for directors; shorting expressly prohibited .
Insider Trades
| Date (Filed) | Period of Report | Form | Transaction | Shares | Post‑Txn Holdings |
|---|---|---|---|---|---|
| 2025‑01‑07 | 2025‑01‑03 | Form 4 | Stock Award (Grant) | 41,209 | 482,234 |
| 2025‑01‑07 | 2025‑01‑03 | Form 4 | Stock Award (Grant) | 35,714 | 441,025 (interim) |
| 2023‑01‑04 | 2023‑01‑04 | Form 4 | Stock Award (Grant) | 33,937 | 330,445 (interim) |
| 2023‑01‑04 | 2023‑01‑04 | Form 4 | Stock Award (Grant) | 29,412 | 296,508 (interim) |
SEC EDGAR index confirms 2025 Form 4 filings by Matter; third‑party trackers summarize share counts consistent with proxy ownership table .
Governance Assessment
- Board effectiveness: Matter strengthens Audit oversight; Audit met 7 times in FY2025; Board/committees combined 14 meetings; executive sessions each regular meeting improve independent oversight .
- Independence and conflicts: Board affirmatively determined Matter is independent; no Item 404 related‑party transactions disclosed for Matter; broader company relationships (ICAM/Northern Right/Woodstead) create potential influence dynamics but are transparently disclosed and do not implicate Matter .
- Alignment: High personal stake (1.4% of common) materially exceeds ownership guideline; hedging/shorting prohibitions and ownership guideline structure support long‑term alignment .
- Compensation mix: For directors, predominately time‑based equity with optional equity in lieu of cash, reinforcing alignment but lacking performance‑based metrics; annual grant mechanics are standardized and capped under LTIP .
- Attendance/engagement: Matter met ≥75% attendance threshold; ongoing Audit participation indicates consistent engagement .
Red Flags to monitor
- Concentrated influence from significant shareholders/affiliates (ICAM/Long Ball, Northern Right, Woodstead board designee) could affect governance balance; continued Audit/Nominating oversight is key .
- Convertible PIK Notes held by other directors/affiliates represent potential dilution; ICAM and Northern Right have agreed not to convert prior to specified dates, partially mitigating near‑term risk .
Committee Assignments and Composition (Current and Expected)
| Committee | FY2025 Members | Chair FY2025 | Expected Post‑2025 Meeting |
|---|---|---|---|
| Audit | James H. Hugar; David Matter; James P. Parmelee | Hugar | Parmelee as Chair; add Booker Smith; Matter remains member |
| Compensation | Eric J. Scheyer; Matthew A. Drapkin; James P. Parmelee | Parmelee | Parmelee Chair; Drapkin & Scheyer continue |
| Nominating & Corporate Governance | Matthew A. Drapkin (Chair); Eric J. Scheyer; Lloyd Nathan (expected) | Drapkin | Drapkin Chair; Scheyer & Nathan members |
Director Compensation Program Details
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $65,000 | Non‑employee directors |
| Audit Chair | $20,000 | Cash |
| Compensation Chair | $10,000 | Cash |
| Nominating Chair | $10,000 | Cash |
| Committee member (non‑chair) | $10,000 each | Cash |
| Vice Chairman | $65,000 | Cash |
| Annual Equity | $65,000 | Restricted stock; monthly vesting; Jan 3, 2025 grant |
| Cash in Stock Election | Allowed | Fully vested shares in lieu of cash |
| Deferrals | Allowed | Retainer and fees deferrable |
| Non‑employee Director Cap | $500,000 ($750,000 chair/vice chair) | Under 2025 LTIP |
Equity Ownership Guidelines and Compliance
| Guideline | Input | Derived Threshold | Matter Status |
|---|---|---|---|
| ≥5x annual cash retainer | Retainer $65,000 | $325,000 value; ≈134,297 shares at $2.42 Record Date price | Holds 482,234 shares; exceeds guideline |
Shares counted include time‑based restricted stock and RSUs; performance‑based awards/options do not count .
Related Party Transactions and Policies
- Item 404 disclosures detail PIK Notes holdings and Woodstead financing/board designation; fees to Imperial Capital (affiliate of CEO Jason Reese) disclosed; no transactions involving Matter disclosed .
- Code of Business Conduct and Ethics mandates Audit Committee pre‑approval of potential conflicts; hedging/shorting prohibited; director independence reviewed annually .
Compensation Committee Analysis
- Composition: Independent directors; no interlocks or insider participation requiring disclosure .
- Administration: 2025 LTIP administered by independent Compensation Committee; prohibits option/SAR repricing without shareholder approval; sets director compensation caps .
Summary Signals for Investors
- Strong alignment: Significant personal ownership and strict anti‑hedging policy .
- Governance rigor: Active Audit engagement; regular executive sessions; annual independence review .
- Conflicts: Broader shareholder/affiliate relationships are disclosed and managed; no Matter‑specific related transactions identified .