Eric Scheyer
About Eric J. Scheyer
Eric J. Scheyer, 60, has served as an independent director of Great Elm Group (GEG) since February 2020. He is Co‑Founder and Managing Partner of Elda River Capital Management; previously he was a partner at Magnetar Capital (Management Committee and Investment Committee; head of Energy & Infrastructure), consultant at Caxton Associates (two years), principal/executive at Decorel (President of Decorel S.A. de C.V.; EVP of Decorel Inc.), and began his career at Donaldson, Lufkin & Jenrette focusing on oil and gas. He holds a B.A. in History from Trinity College (Hartford, CT) and is cited for investment expertise and capital markets experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magnetar Capital LLC | Partner; Head of Energy & Infrastructure; Member of Management & Investment Committees | 2005 onward until before founding Elda River (dates not fully disclosed) | Led energy/infrastructure investing, senior governance roles |
| Caxton Associates | Consultant | Two years | Trading/strategy consulting exposure |
| Decorel Inc.; Decorel S.A. de C.V. | Principal; President (S.A. de C.V.); EVP (Inc.) | Until sale to Newell Rubbermaid (dates not disclosed) | Senior operating roles; executed sale |
| Donaldson, Lufkin & Jenrette | Analyst/associate focusing oil & gas | Not disclosed | Energy sector finance foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elda River Capital Management, LLC | Co‑Founder & Managing Partner | Current | Investment leadership |
| Lightfoot Capital Partners GP LLC | Board of Managers | Prior | Energy/infrastructure governance |
| Arc Logistics Partners LP | Board of Directors | Prior | Public MLP logistics governance |
Board Governance
- Committee assignments (FY ended June 30, 2025): Member of Compensation Committee and Nominating & Corporate Governance Committee; not on Audit.
- Committee chair roles: None. Nominating & Corporate Governance chaired by Matthew A. Drapkin; Audit chaired by James H. Hugar; Compensation chaired by James P. Parmelee.
- Expected post‑Annual Meeting composition: Scheyer remains on Nominating & Corporate Governance, leaves Compensation; Audit chaired by Parmelee; Compensation members expected to be Parmelee (Chair), Schwartz, Drapkin.
- Independence: Board affirmatively determined Scheyer is independent under Nasdaq rules.
- Attendance/engagement: Board held 4 meetings; committees held 10 meetings; each director attended at least 75% of combined Board/committee meetings. Independent director executive sessions are held at each regular meeting, presided over by the Vice Chairman.
- Committee activity levels (FY 2025): Audit 7 meetings; Compensation 2 meetings; Nominating & Corporate Governance 1 meeting.
- Leadership structure: Combined Chairman/CEO (Jason Reese) and no Lead Independent Director. Executive oversight via committees and governance policies.
Fixed Compensation
Director compensation program (FY 2025):
- Annual cash retainer: $65,000; committee chair retainers: Audit $20,000; Compensation $10,000; Nominating & Corporate Governance $10,000; committee membership fee (non‑chair): $10,000 per committee. Vice Chairman fee: $65,000. Directors may elect to receive cash retainers in fully vested common stock and may defer under the non‑employee director plan.
- Annual equity grant: Restricted stock valued at $65,000; FY25 grant made January 3, 2025, measured at closing price on grant date, subject to monthly vesting and proration for partial service.
Director compensation received:
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2025 | — | 150,000 | 150,000 |
| 2024 | — | 150,000 | 150,000 |
Notes:
- The $150,000 stock awards in FY2025 correspond to the $65,000 annual RS grant plus $85,000 of cash retainer and committee fees taken in stock (retainer $65,000 + membership fees $10,000 × 2 committees). Scheyer’s zero cash figure indicates full equity election for cash components.
Performance Compensation
Director equity details (FY 2025):
| Grant Date | Instrument | Grant Value ($) | Vesting | Notes |
|---|---|---|---|---|
| Jan 3, 2025 | Restricted Stock | 65,000 | Monthly vesting from grant date; prorated for partial service | Measured at closing price on grant date; standard annual director award |
Plan features relevant to directors:
- 2025 Long‑Term Incentive Compensation Plan: administered by independent Compensation Committee; no repricing without shareholder approval; flexibility to grant time‑based and performance‑based awards; non‑employee director annual compensation capped at $500,000 ($750,000 if Chair/Vice Chair).
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Lightfoot Capital Partners GP LLC | Private/PE GP | Board of Managers (prior) | Energy infrastructure governance experience |
| Arc Logistics Partners LP | Public MLP (prior) | Board of Directors (prior) | Logistics/MLP governance background |
| GEG Compensation Committee | Public company | Member (FY 2025) | No compensation committee interlocks disclosed; none were officers/employees or had RPTs requiring disclosure (except as otherwise described). |
Expertise & Qualifications
- Investment expertise and capital markets experience; energy and infrastructure focus.
- Prior operating and transaction execution roles (Decorel sale to Newell Rubbermaid).
- Education: B.A. History, Trinity College (Hartford, CT).
- Board cites him for investment expertise and extensive capital markets experience.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Eric J. Scheyer | 665,485 | 2.0% | Includes direct/indirect holdings; footnotes reference trusts/convertibles where applicable |
| Trusts affiliated with Scheyer (convertible PIK Notes) | — | — | Hold ~$0.8 million principal of PIK Notes, convertible into ~243,766 common shares; 5.0% PIK interest, semiannual; subject to Audit Committee RPT review processes. |
Ownership alignment:
- Director stock ownership guideline: minimum beneficial ownership equal to 5× annual cash retainer (i.e., $325,000 target); five years to attain; specified instruments count/excluded per policy; shorting prohibited.
- Approximate market value of Scheyer’s beneficial shares at Record Date price $2.42 (Oct 10, 2025): ~$1.61 million (=665,485 × $2.42), exceeding 5× retainer guideline.
Say‑on‑Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (Dec 4, 2024) | 16,761,733 | 1,683,843 | 2,664 | 7,908,600 |
| Frequency of future advisory votes | One Year: 18,105,571 | Two Years: 728 | Three Years: 330,720 | Abstain: 11,221 |
Governance Assessment
- Strengths: Independent director; active committee participation (Compensation; Nominating & Corporate Governance); strong attendance; equity‑heavy compensation indicating alignment; meets/exceeds ownership guideline on a value basis; robust hedging prohibition and governance charters.
- Committee effectiveness signals: Compensation Committee met 2×; Nominating & Corporate Governance met 1×; Audit Committee met 7×, indicating regular oversight cadence.
- Board structure risk: Combined Chair/CEO and no Lead Independent Director may reduce independent oversight; executive sessions mitigate risk, chaired by Vice Chairman.
RED FLAGS
- Related‑party exposure: Trusts affiliated with Scheyer hold ~$0.8m principal in GEG PIK Notes convertible into ~243,766 shares, creating potential conflicts in capital structure decisions despite independence designation; Audit Committee is charged with RPT review.
- Concentrated insider influence: Significant related‑party transactions across the board (ICAM/Northern Right PIK Notes; ICAM shared services; Woodstead board designation) heighten governance scrutiny; while not directly Scheyer‑controlled, they shape board dynamics.
Committee & Attendance Detail
| Committee (FY 2025) | Membership | Meetings Held |
|---|---|---|
| Compensation | Parmelee (Chair); Scheyer; Drapkin | 2 |
| Nominating & Corporate Governance | Drapkin (Chair); Scheyer; Hugar | 1 |
| Audit | Hugar (Chair); Matter; Parmelee (expected Chair post‑meeting) | 7 |
| Board | 8 directors; no Lead Independent Director | 4; each director ≥75% attendance |
Director Compensation Structure (Program Summary)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 65,000 | Electable in fully vested stock; deferral permitted |
| Committee Chair Fees | Audit 20,000; Comp 10,000; NCG 10,000 | |
| Committee Membership (non‑chair) | 10,000 per committee | |
| Vice Chairman | 65,000 cash | |
| Annual RS Grant | 65,000 | Jan 3, 2025 grant; monthly vesting; proration |
| Non‑employee director max comp (Plan) | 500,000 (750,000 Chair/Vice Chair) |
Overall, Scheyer’s profile reflects deep investment acumen, consistent engagement, and strong ownership alignment. The primary governance watchpoint is related‑party convertible debt held by affiliated trusts, which warrants ongoing disclosure and Audit Committee oversight to protect investor confidence.