Andrew C. Cooper
About Andrew C. Cooper
Andrew C. Cooper (age 63) has served as an independent “Preferred Director” of Priority Income Fund, Inc. since October 2012; his current Class III term runs through the 2027 annual meeting. He is an entrepreneur and Co‑Chief Executive Officer of Unison Energy, LLC, with over 30 years of experience across venture capital, investment banking, and building operating companies. He is independent under the Investment Company Act of 1940 and oversees four funds in the Fund Complex alongside roles at Prospect Capital Corporation, Prospect Floating Rate and Alternative Income Fund, and Prospect Enhanced Yield Fund .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unison Energy, LLC | Co‑Chief Executive Officer | Not disclosed | Energy infrastructure operator; expertise in finance and operations |
| Unison Site Management LLC | Co‑Chief Executive Officer (former) | Not disclosed | Built cellular site portfolio (>4,000 sites) |
| Avesta Technologies | Co‑founder; CFO; VP Business Development (former) | Not disclosed | Enterprise IT management software; sold to Visual Networks (2000) |
| CSG Systems; Protection One Alarm; LionBridge Technologies; Weblink Wireless | Director (former) | Not disclosed | Governance and operational oversight across tech/services |
| Aquatic Energy; Madison Square Boys & Girls Club of New York | Director (former) | Not disclosed | Non‑profit/industrial exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prospect Capital Corporation (PSEC) | Director | Not disclosed | Oversight within Fund Complex; independent director |
| Prospect Floating Rate and Alternative Income Fund, Inc. (PFLOAT) | Director | Not disclosed | Oversight within Fund Complex; independent director |
| Prospect Enhanced Yield Fund (PENF) | Trustee | Not disclosed | Oversight within Fund Complex; independent director |
Board Governance
- Committee assignments: Audit Committee member; Nominating and Corporate Governance Committee member. Audit Committee chair is Eugene S. Stark; Nominating chair is William J. Gremp .
- Independence: The Board determined Cooper is not an “interested person” and qualifies as independent under the 1940 Act .
- Meeting attendance and cadence: FY ended June 30, 2025 included 7 Board meetings, 7 Audit Committee meetings, and 1 Nominating meeting; all directors attended at least 75% of Board and committee meetings. Only one director attended last year’s annual stockholder meeting (virtual) .
- Lead Independent Director: Not designated given board size and independent-majority structure; independent directors meet in executive session and the CCO meets annually in executive session with independent directors .
- Class/constituency: Cooper is designated as a “Preferred Director,” elected solely by holders of outstanding preferred stock .
Meeting Cadence and Attendance (FY2025)
| Metric | Value |
|---|---|
| Board meetings | 7 |
| Audit Committee meetings | 7 |
| Nominating & Corporate Governance meetings | 1 |
| Attendance threshold met | ≥75% by all directors |
| Directors attending prior annual meeting | 1 director |
Fixed Compensation
- Director compensation is an annual cash retainer based on the Fund’s net asset value (paid quarterly in arrears). No meeting fees, chair fees, or equity grants are disclosed .
| Net Asset Value | Annual Cash Retainer |
|---|---|
| $0 – $100 million | $0 |
| $100 – $300 million | $35,000 |
| $300 – $500 million | $50,000 |
| $500 million – $1 billion | $75,000 |
| >$1 billion | $100,000 |
| Fiscal Year | Aggregate Compensation from Fund ($) | Total Compensation from Fund Complex ($) |
|---|---|---|
| FY2014 | None | 108,333 |
| FY2016 | 26,682 | 26,682 |
| FY2019 | 50,000 | 200,000 |
| FY2023 | 50,000 | 225,000 |
| FY2025 | 62,500 | 262,500 |
Notes: The Fund does not have bonus, profit sharing, or retirement plans for directors .
Performance Compensation
- No performance-based compensation disclosed for directors; no RSUs/PSUs, no option awards, no bonus metrics, no vesting schedules .
| Element | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed |
| Bonus/Performance metrics | None disclosed |
| Vesting schedules | Not applicable |
| Clawbacks/COC/Severance | Not applicable to directors; not disclosed |
Other Directorships & Interlocks
- Cooper serves across the Fund Complex at PSEC, PFLOAT, and PENF, creating interlocks within affiliated funds but remaining independent under the 1940 Act .
Expertise & Qualifications
- 30+ years in venture capital, investing, and investment banking; co‑founder/operator across energy and technology firms; qualified for Audit Committee service based on financial and accounting knowledge .
Equity Ownership
| Security | Beneficial Ownership | Dollar Range |
|---|---|---|
| Priority Income Fund (common) | None | None |
| Priority preferred stock | None | Not applicable |
| PFLOAT | Not disclosed as shares; dollar range None | |
| PENF | Not disclosed as shares; dollar range None | |
| PSEC | Not disclosed as shares; dollar range None |
- Hedging and pledging of Fund securities by access persons (including directors) are prohibited under the Fund’s code of ethics; margin accounts/pledging are disallowed .
Governance Assessment
- Alignment: Cash-only retainer with no equity grants and no personal holdings in PRIF, PFLOAT, PENF, or PSEC suggests limited direct “skin-in‑the‑game” alignment; this is a potential investor‑confidence consideration for governance-focused holders .
- Committee effectiveness: Dual service on Audit and Nominating committees supports board oversight; Audit chaired by an audit committee financial expert (Stark) which strengthens financial reporting oversight .
- Independence and interlocks: Cooper is independent under the 1940 Act; interlocks across the Fund Complex are disclosed and the Board concluded no disqualifying relationships with the adviser/administrator/affiliates .
- Attendance and engagement: All directors met the ≥75% attendance threshold, but only one director attended the prior annual meeting—this low participation in the annual meeting is a potential engagement concern to monitor .
- Policies: Robust code of ethics including prohibitions on hedging/pledging and whistleblower protocols enhances governance hygiene .
RED FLAGS
- No equity ownership and no equity-based compensation for Cooper across PRIF/PFLOAT/PENF/PSEC (Dollar Range: “None”), potentially weakening ownership alignment signals .
- Only one director attended last year’s annual stockholder meeting, which could indicate limited direct investor‑facing engagement .
Additional Notes
- The Fund does not maintain a compensation committee (executive officers receive no direct pay from the Fund); advisory fees are approved by independent directors under Section 15(c) of the 1940 Act .
- Cooper’s “Preferred Director” designation indicates he is elected solely by holders of the Fund’s preferred stock, aligning his electoral accountability with preferred holders (relevant for PRIF‑PD constituents) .