Matthew Drapkin
About Matthew A. Drapkin
Matthew A. Drapkin, 52, is Vice Chairman of the Board at Great Elm Group (GEG) and has served as a director since April 2017. He is Chief Executive Officer & Portfolio Manager of Northern Right, focused on small and mid-cap public companies, and holds a J.D. and M.B.A. from Columbia University and a B.A. from Princeton University . The Board has determined he is independent under Nasdaq standards, and as Vice Chairman he presides over executive sessions of independent directors held at each regular board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intevac | Director (prior) | — | — |
| Ruby Tuesday | Chairman of the Board (prior) | — | Led governance at restaurant operator |
| Hot Topic | Lead Independent Director (prior) | — | Oversight of independent board processes |
| Xura (Comverse) | Director (prior) | — | Telecom solutions oversight |
| Glu Mobile | Director (prior) | — | Mobile gaming governance |
| Plato Learning | Director (prior) | — | Curriculum management oversight |
| Alloy | Director (prior) | — | Media company governance |
| ENSO Capital | Head of Research, Special Situations & PE (prior) | — | Investment leadership |
| MacAndrews & Forbes | SVP Corporate Development (prior) | — | Participated in >$3B of transactions |
| Condé Nast | GM Epicurious.com & Concierge.com; Head of Internet ventures (prior) | — | Digital ops & venture investing |
| Goldman, Sachs & Co. | Investment Banker (early career) | — | Corporate finance & M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boardroom Alpha, Inc. | Executive Chairman | Current | Analytics company leadership |
| Great Elm Capital Corp. (GECC) | Chairman of the Board | Current | $65,000 annual compensation for GECC board service |
Board Governance
- Committee assignments (FY2025): Chair, Nominating & Corporate Governance; Member, Compensation Committee .
- Expected post-Annual Meeting committees: Nominating & Corporate Governance (Chair Drapkin; Nathan expected to join); Compensation Committee (Parmelee Chair; Schwartz and Drapkin as members) .
- Independence: Board affirmed Drapkin is independent; only CEO Jason Reese is not independent .
- Attendance and engagement: Board held 4 meetings and committees held 10; each director attended at least 75% of combined board/committee meetings; executive sessions of independent directors are held at each regular board meeting and presided over by the Vice Chairman (Drapkin) .
- Director ownership guidelines: Non-employee directors must hold ≥5x annual cash retainer (excluding committee retainers) within five years of election; prohibition on shorting and hedging outlined in insider trading policy .
Fixed Compensation (GEG Board – FY2025)
| Component | Amount ($) | Chair/Member | Form Paid (Drapkin) | Notes |
|---|---|---|---|---|
| Annual Board Retainer | 65,000 | — | Elected stock | Directors may elect cash in fully vested shares |
| Vice Chairman Stipend | 65,000 | Vice Chairman | Elected stock | Cash program allows election to stock; Drapkin shows no cash in table |
| Nominating & Corporate Governance Chair Fee | 10,000 | Chair | Elected stock | Chair fee per program |
| Compensation Committee Membership Fee | 10,000 | Member | Elected stock | Member fee per program |
| Audit Committee Chair Fee | 20,000 | Chair | N/A | Not applicable to Drapkin |
| Meeting Fees | — | — | — | Not disclosed |
| Deferral Elections | — | — | — | Directors may defer retainers/fees (effective Jan 1, 2021) |
| Cash Election in Stock | — | — | — | Allowed since fiscal quarter ended June 30, 2020 |
Director compensation reported (FY2025):
- Drapkin: Fees Earned or Paid in Cash: $0; Stock Awards: $215,000; All Other Compensation: $65,000 (GECC board); Total: $280,000 .
- Interpretation: Drapkin elected to receive all GEG board cash components in stock; “All Other Compensation” reflects GECC board compensation .
Performance Compensation (GEG Board – FY2025)
| Metric/Term | FY2025 Detail |
|---|---|
| Annual Equity Grant Value | $65,000 (restricted stock) |
| Grant Date | January 3, 2025 |
| Valuation Basis | Closing price on grant date |
| Vesting | Monthly from grant date; pro-rated for partial periods of service |
| Cash-to-Stock Election | Non-employee directors may take cash retainers/fees in fully vested shares |
| Deferral | Non-employee directors may defer retainers/fees (effective 1/1/2021) |
| Performance Metrics | None disclosed for director equity; time-based vesting |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Ownership Link |
|---|---|---|---|
| GECC (BDC) | Public | Chairman of the Board | Drapkin compensated $65,000 p.a. for GECC board; GEG and investors formed SPVs investing in GECC shares |
| Boardroom Alpha, Inc. | Private/Analytics | Executive Chairman | External analytics leadership |
| Northern Right | Investment Manager | CEO & PM | Entities affiliated with Northern Right beneficially own 5,368,223 GEG shares; Drapkin associated with Northern Right |
| ICAM/Long Ball (affiliates of CEO Reese) | Investment Manager/Fund | — | ICAM affiliates hold PIK Notes; Long Ball invested alongside Drapkin-affiliated entities in SPVs investing in GECC |
Expertise & Qualifications
- Investment and capital markets expertise; extensive transaction experience including corporate development at MacAndrews & Forbes and hedge fund leadership at ENSO Capital .
- Legal and business training (J.D., M.B.A. Columbia; B.A. Princeton) supporting governance and compensation oversight .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Matthew A. Drapkin | 6,097,972 | 17.7% | As of record date; includes direct and indirect holdings |
| Entities affiliated with Northern Right | 5,368,223 | 15.6% | 13D/A filed Aug 29, 2025; see breakdown below |
Northern Right 13D/A breakdown (Aug 29, 2025):
| Entity | Voting/Dispositive Power | Convertible via PIK Notes | Notes |
|---|---|---|---|
| Northern Right (IM for SMAs) | Sole over 3,088,745 | Includes 1,125,055 shares | SMA holdings include PIK conversion |
| Northern Right QP | Sole over 1,662,331 | Excludes 756,125 shares | PIK notes convertible |
| Northern Right LO Master Fund (NRC LO) | Sole over 617,147 | Excludes 275,176 shares | Fund holdings |
| NRC Fund GP | Shared over 617,147 | — | Over NRC LO shares |
| BC Advisors & Matthew A. Drapkin | Shared over 5,368,223 | Excludes 1,031,301 shares | Aggregated shared power |
| Matthew A. Drapkin (personal) | Sole over 690,286 | — | Personal holdings |
Director ownership guidelines and hedging:
- Guideline: ≥5x annual cash retainer; 5-year compliance window; counting rules exclude performance awards and options; prohibition on shorting and hedging transactions .
Governance Assessment
-
Strengths:
- Independent director with deep investment expertise; Vice Chairman presides over executive sessions of independent directors, supporting board effectiveness .
- Strong attendance (≥75% of combined board/committee meetings) and active committee leadership (Chair Nominating & Corporate Governance; Member Compensation) .
- High ownership alignment: 17.7% beneficial ownership; director stock ownership guideline at 5x retainer; election to receive board cash in stock underscores alignment .
-
Potential conflicts and risk indicators:
- RED FLAG: Related party transactions involving PIK Notes purchased/held by Northern Right and Drapkin; convertible into ~2,250,113 shares with conversion standstill until July 15, 2026 for Drapkin/Northern Right (ICAM, affiliated with CEO Reese, also holds PIK Notes with its own standstill) .
- RED FLAG: Co-investments via Prosper Peak Holdings and Summit Grove Partners into GECC with Long Ball (ICAM-managed) and Elm Haven, alongside Drapkin-affiliated interests—creates interlocks among significant shareholders and directors .
- Board independence is affirmed under Nasdaq rules; however, concentrated ownership and financing ties to management-affiliated entities warrant monitoring for conflicts in compensation, capital allocation, and M&A deliberations .
-
Compensation governance:
- Compensation Committee (Parmelee Chair; Drapkin member) uses independent consultants accountable to the committee; committee met 2 times in FY2025 .
- No director performance metrics disclosed for equity; annual RSU grants are time-based with monthly vesting .
Fixed Compensation (Detail for Drapkin – FY2025)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Matthew A. Drapkin | 0 | 215,000 | 65,000 | 280,000 |
Program terms applicable to Drapkin:
- Cash components elected in stock (fully vested shares) allowed since FQ4 FY2020; deferral elections permitted since 1/1/2021 .
Performance Compensation (Detail for Drapkin – FY2025)
| Equity Component | Grant Date | Grant Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|
| Annual Restricted Stock | Jan 3, 2025 | 65,000 | Monthly; pro-rated | None disclosed (time-based vesting) |
Other Committee Roles & Attendance
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 1 | Committee composition expected to include Nathan post-ASM; all members deemed independent |
| Compensation | Member | 2 | Independent oversight; consultant independence emphasized |
Related Party Transactions (Detail)
| Transaction | Party | Amount/Exposure | Terms/Notes |
|---|---|---|---|
| PIK Notes holdings | Drapkin/Northern Right | ~$7.8M principal; convertible to ~2,250,113 shares | Standstill on conversion until July 15, 2026 |
| PIK Notes holdings | ICAM (CEO Reese affiliate) | ~$8.3M principal; convertible to ~2,400,112 shares | Standstill on conversion until Nov 10, 2026 |
| PIK Notes holdings | Scheyer-affiliated trusts | ~$0.8M principal; convertible to ~243,766 shares | — |
| SPVs investing in GECC (PPH, SGP) | Long Ball (ICAM-managed), Elm Haven, Drapkin-affiliated entities | PPH: $12.0M total; SGP: $24.0M total | Long Ball and Elm Haven each invested $1.5M (PPH) and $825k (SGP); Drapkin/affiliates invested via Elm Haven |
Equity Ownership vs Guidelines
| Requirement | Status |
|---|---|
| ≥5x annual cash retainer within 5 years | Drapkin beneficially owns 6,097,972 shares (17.7%); guidelines define qualifying holdings; individual compliance status not explicitly stated |
Expertise & Qualifications Summary
- Investment, M&A, and corporate development experience suitable for compensation and governance oversight; advanced legal/business education .
Governance Assessment – Bottom Line
- Drapkin brings strong investor alignment and governance leadership (Vice Chair; Nominating Chair; Compensation member), with confirmed independence and solid attendance .
- The most material governance risk is concentration of ownership and financing ties among Northern Right, ICAM/Long Ball, and GECC-related structures; while conversion standstills mitigate immediate dilution, these related-party linkages deserve ongoing scrutiny in any board decisions affecting capital structure, transactions, or compensation .