Jason Reese
About Jason Reese
Jason W. Reese (age 60) is Chairman of the Board (since February 2020) and Chief Executive Officer (since May 2023) of Great Elm Group (GEG). He holds a B.S. in Electrical Engineering from Yale University and previously co‑founded Imperial Capital (broker‑dealer) and Imperial Capital Asset Management (ICAM) in 1997, with earlier roles at Gordon Investment Corporation and PaineWebber . Under his tenure as PEO, GEG’s Pay‑Versus‑Performance table shows cumulative TSR moving from $84 in FY2024 to $96 in FY2025 (base $100 at 6/30/2021) while net income from continuing operations improved from a $(0.9) million loss in FY2024 to $15.6 million profit in FY2025, driven largely by investment gains despite slightly lower revenues year‑over‑year . In Q1 FY2026, management highlighted ~$250 million of recent capital raises across GEG and affiliates, with FPAUM/AUM of $594m/$785m (pro forma $601m/$792m), and continued scaling of the IOS real estate platform and construction services, underscoring platform growth initiatives during Reese’s leadership .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Imperial Capital Asset Management (ICAM) | Co‑Founder, Chairman & CEO | 1997–present (founded 1997) | Managed hedge funds, partnerships, REIT and private equity; significant investing network leveraged at GEG . |
| Imperial Capital, LLC (broker‑dealer) | Co‑Founder | 1997–present (founded 1997) | Established capital markets capabilities and relationships . |
| Gordon Investment Corporation | Principal | Not disclosed | Focus on distressed real estate, high yield, LBOs (credit/distressed skillset) . |
| PaineWebber | Corporate Finance | Not disclosed | Corporate finance background supporting capital market execution . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Monomoy Properties REIT / Monomoy UpREIT | Board roles noted historically via formation; current oversight within GEG platform | Not disclosed | Supports IOS real estate platform integral to GEG strategy . |
| City Ventures, LLC | Director | Since 2009 | Residential development insights/network . |
| Monomoy Properties REIT, LLC (board reference) | Director | Not disclosed | Industrial Outdoor Storage strategy governance . |
Fixed Compensation
Multi‑year summary compensation (USD):
| Year | Base Salary | Bonus (Cash) | Stock Awards (Grant‑date FV) | Option Awards (Grant‑date FV) | Total |
|---|---|---|---|---|---|
| FY2025 | $500,000 | $500,000 | $249,999 | — | $1,249,999 |
| FY2024 | $500,091 | $750,000 | $275,000 | — | $1,525,091 |
| FY2023 | $78,205 | $275,000 | — | $400,000 | $1,468,205 |
Key terms:
- Employment offer letter: Base salary $500,000; target bonus 200% of base for first five years (GECM Bonus Plan eligibility) .
- Board service note: 2023 “All Other Compensation” included cash/equity retainers for board service during that year (prior to/overlapping CEO appointment) .
Performance Compensation
Annual bonus plan
- Executives (including Reese) participate in the GECM Bonus Plan; incentive amounts for FY2025 were discretionary and paid partly in cash and partly in GEG/GECC restricted stock granted in early FY2026; Board retains discretion on payouts .
- The proxy does not disclose formulaic metric weightings/targets for Reese; payouts are described as discretionary and partially equity‑settled .
Equity awards and vesting
| Award type | Grant date | Shares / Options | Vesting / Triggers | Notes |
|---|---|---|---|---|
| Stock options (“Reese Option”) | 5/11/2023 | 2,000,000 options @ $2.05 strike | 5 equal annual tranches (anniv. of 5/5/2023) subject to stock‑price triggers: 30‑day trailing VWAP ≥ $4.07 / $6.00 / $8.00 / $10.00 / $12.00 for tranches 1–5 . | Combines time‑based and rigorous price‑vesting; no FY2025 fair value accretion noted (value $0 at 6/30/2025 for acceleration reference) . |
| Restricted stock (bonus portion FY2024) | 9/20/2024 | 130,208 shares | 25% on grant; 25% annually through 9/20/2027, continued service required . | Equity‑settled portion of FY2024 bonus . |
| Restricted stock (combo Board/CEO) | 9/25/2023 | 132,850 shares (72,464 Board; 60,386 CEO) | 25% on grant; 25% annually . | FY2023 bonus equity . |
| Restricted stock (Board service) | 9/20/2022 | 159,817 shares | 25% on grant; 25% annually . | Granted before CEO appointment . |
Clawback and hedging:
- Clawback: Awards subject to clawback; Compensation Committee may cancel/seek reimbursement in line with applicable law/stock exchange rules; GEG maintains a clawback policy (Exhibit 97.1) .
- Hedging/shorting prohibited by insider trading policy; options trading/short sales not permitted for covered persons .
Equity Ownership & Alignment
As of record date October 10, 2025:
| Item | Detail |
|---|---|
| Total beneficial ownership | 7,418,721 shares (22.2% of class) . |
| Direct vs. indirect | Direct: 1,176,942 shares (incl. 137,867 unvested); Indirect: 5,009,662 via Long Ball; 909,084 via ICAM; 460,900 via ICGH II; Reese has voting/dispositive power over these entities’ shares; each party disclaims beneficial ownership beyond pecuniary interest . |
| Shares vesting within 60 days (included) | 65,765 restricted shares scheduled to vest within 60 days of record date . |
| Voting waiver | 993,119 shares are subject to a voting waiver agreement dated 10/29/2024 (rights may be acquired for beneficial ownership purposes within 60 days) . |
| Options exercisable/unexercisable | 2,000,000 stock options outstanding with price‑vesting triggers; not listed as exercisable at FYE in the table (equity incentive line only) . |
| Convertible exposure (not counted) | ICAM (related) holds ~$8.3m PIK Notes convertible into ~2,400,112 shares; ICAM agreed not to convert before 11/10/2026 (excludes from table) . |
| Shares outstanding | 33,348,987 shares outstanding at record date . |
| Pledging/hedging | No pledging disclosed; hedging/shorting prohibited by policy . |
| Director ownership guideline | Non‑employee directors: 5x annual cash retainer; executive officer guideline not disclosed . |
Note: Beneficial ownership details are based on Form 4 and Schedule 13D/13G information referenced in footnotes .
Employment Terms
Severance, CoC and related economics per offer letter (effective 5/4/2023):
| Scenario | Cash severance | Bonus treatment | Equity treatment |
|---|---|---|---|
| Termination without “cause” or resignation for “good reason” (pre‑CoC) within 5 years of hire | $2,000,000 | Pro‑rated target bonus based on actual performance (illustrative ~$1,000,000 at 6/30/2025) | Accelerated vesting of time‑based portion of Reese Option; remaining portion stays outstanding and eligible to vest for 1 year based on actual performance; aggregate option value $0 at 6/30/2025 reference . |
| Double‑trigger: within 2 years following a Change of Control | $3,000,000 | Pro‑rated target bonus based on actual performance (illustrative ~$1,000,000 at 6/30/2025) | Full accelerated vesting of Reese Option (aggregate option value $0 at 6/30/2025 reference) . |
| Death/disability within 5 years | As above (bonus + equity acceleration per pre‑CoC items (ii) and (iii)) . |
Other terms: Non‑compete, non‑solicit and related restrictive covenant specifics for Reese are not disclosed in the proxy; GEG’s general insider trading and governance policies apply .
Board Governance (Director + CEO)
- Roles: Reese serves as combined Chairman and CEO; the Board currently does not have a lead independent director, with Vice Chairman (Matthew Drapkin) presiding over executive sessions; Reese is not independent under Nasdaq rules due to his CEO role .
- Independence/committees: Audit, Compensation, and Nominating & Corporate Governance Committees are composed of independent directors; Reese does not serve on these committees .
- Attendance: In FY2025, the Board held 4 meetings and committees held 10; each director attended at least 75%; Reese attended the 2024 Annual Meeting of Stockholders .
- Director compensation (context for Reese’s dual role as director): Non‑employee directors receive $65,000 cash retainer; committee chair fees ($20,000 Audit; $10,000 Compensation; $10,000 Nominating); $10,000 per committee membership; Vice Chair $130,000; annual equity grant ~$65,000 (calendar‑year structure, monthly vesting); employee directors are not additionally compensated beyond regular employee pay .
- Ownership guidelines: Directors expected to hold ≥5x the annual cash retainer (time‑vested RS/RSUs count; options/warrants do not) .
Committee composition snapshot (proxy 2025—pre/post meeting expectations):
- Compensation: Chair Parmelee; members Drapkin and (post‑meeting) Schwartz .
- Audit: Chair Parmelee (post‑meeting expectation); members Matter and (expected) Smith .
- Nominating & Governance: Chair Drapkin; members Scheyer and (expected) Nathan .
Performance & Track Record
| Measure | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| TSR – Value of initial fixed $100 investment (read bottom→top across years) | $95 | $84 | $96 |
| Net income (loss) from continuing operations (USD ‘000s) | $27,680 | $(926) | $15,550 |
| Revenues (USD ‘000s; continuing operations) | — | $17,834 | $16,316 |
Highlights under Reese’s CEO tenure:
- Platform growth: Q1 FY2026 results noted nearly $250m of capital raised across GEG and its vehicles, FPAUM/AUM up 9%/6% YoY to $594m/$785m (pro forma 10%/7% to $601m/$792m), and continued real estate build‑to‑suit monetization with a $7.4m property sale (gain ~$0.5m) .
- Balance sheet and buybacks: ~$53.5m cash/marketable securities at 9/30/2025; Board expanded buyback authorization to $25m (remaining ~ $14.1m as of 11/11/2025); ~5.6m shares repurchased at ~$1.93 average through 11/11/2025 .
- Earnings volatility: Q1 FY2026 GAAP net loss of $(7.9)m driven by unrealized losses (GECC, CoreWeave‑related), partially offset by realized gains and BTS sale; Adjusted EBITDA $(0.5)m .
Related Party Transactions (Governance red flags to monitor)
- Convertible PIK Notes: $35.1m outstanding at 6/30/2025; funds managed by ICAM (~$8.3m principal, ~2.4m shares on conversion) and Northern Right (incl. Drapkin) are holders; standstills on conversion until mid‑/late‑2026 cited; trusts affiliated with director Scheyer also hold PIK Notes (~243,766 shares on conversion) .
- Shared services: Shared services agreement with ICAM for back office; FY2025 costs ~$0.5m; expected mainly operational services in FY2026 .
- Woodstead financing: 8/27/2025 Securities Purchase Agreement—GEG issued 4.0m shares at $2.25 ($9m) plus two 10‑year warrants (1.0m @ $3.50; 1.0m @ $5.00); Imperial Capital (affiliate of ICAM/Reese) received a $270,000 finder’s fee; Woodstead board designee (Booker Smith) appointed director .
Equity Ownership & Director Service History (Board section for Reese)
| Aspect | Detail |
|---|---|
| Director since | February 2020 (Chairman); CEO since May 2023 . |
| Independence | Not independent (CEO) . |
| Committee roles | None (committees comprised of independent directors) . |
| Board structure | Combined Chair/CEO; no lead independent director; Vice Chair presides over executive sessions . |
Investment Implications
- Alignment vs. control risk: Reese’s economic exposure is significant (22.2% beneficial ownership), aligning incentives but creating control concentration; a 10/29/2024 voting waiver covers 993,119 shares, and related‑party ICAM holds sizable convertible PIK Notes with a standstill—mitigating near‑term dilution but still a future overhang to monitor .
- Pay‑for‑performance structure: Cash base ($500k) with discretionary annual bonus partially in equity; the 2.0m performance‑priced option (VWAP hurdles $4.07–$12.00) ties upside to sustained share‑price appreciation—supportive for alignment, with limited near‑term vesting pressure given high hurdles .
- Retention risk: Strong severance protections ($2m pre‑CoC; $3m double‑trigger CoC) with bonus proration and equity acceleration reduce turnover risk; absence of disclosed non‑compete terms in public documents introduces some uncertainty on post‑employment restrictions .
- Governance watch‑items: Combined Chair/CEO and no lead independent director reduce formal independence; related‑party transactions (ICAM services, Woodstead fee to affiliate) require continued audit oversight; hedging is prohibited and clawback is in place—positive governance mitigants .
- Trading signals: Upcoming vesting from time‑vested RS awards through 2027 is modest; price‑vested options require higher sustained share prices before becoming saleable—limiting immediate insider‑selling pressure. Buyback authorization and ongoing capital formation may offer technical support, but earnings remain sensitive to investment fair‑value marks (as seen in Q1 FY2026) .
All citations reference SEC filings and company documents:
- 2025 DEF 14A (10/17/2025) [1:*]
- 2024 DEF 14A (10/18/2024) [2:*]
- 2025 10-K (9/02/2025) [27:*]
- 8-K and press release (11/12/2025) [8:*]