M. Grier Eliasek

About M. Grier Eliasek

M. Grier Eliasek serves as Chairman of the Board, Chief Executive Officer, and President of Priority Income Fund, Inc. (the “Fund”) and has held these roles since inception (July 2012) . He is 52 years old (as of the 2025 proxy) and holds an MBA from Harvard Business School and a B.S. in Chemical Engineering with Highest Distinction from the University of Virginia (Jefferson and Rodman Scholar) . Beyond the Fund, he is President and COO of Priority Senior Secured Income Management (the adviser), a Managing Director of Prospect Administration, President/COO and a Director at Prospect Capital Corporation (PSEC), Chairman/CEO/President of Prospect Floating Rate and Alternative Income Fund (PFLOAT), and President/CEO of Prospect Enhanced Yield Fund (PENF), and he leads Prospect Capital Management’s investment committees . The Fund is preparing for a potential listing of its common stock by December 31, 2026 (subject to conditions) as noted in the 2025 proxy letter signed by Eliasek; he also signed the June 20, 2025 8‑K furnishing a listing presentation .

Past Roles

External Roles

Fixed Compensation

The Fund pays no direct compensation to its executive officers; Mr. Eliasek receives no cash compensation from the Fund (compensated instead by Prospect Capital Management/PCM and affiliates under advisory arrangements).

Notes:

• The Fund does not operate a bonus, profit sharing, or retirement plan for executives; it has no compensation committee because executives receive no direct compensation from the Fund .
• Mr. Eliasek is compensated by PCM from income PCM receives as owner of the Adviser; the Fund does not intend to pay any annual cash compensation to its executive officers .

Performance Compensation

• The Fund discloses no stock, option, or other equity incentive awards for executive officers; executive pay is externalized to the adviser (no company-paid base salary, bonus, or equity awards for Mr. Eliasek) .
• As such, there are no disclosed performance metrics, targets, or vesting schedules at the Fund level for Mr. Eliasek’s compensation .

Equity Ownership & Alignment

Additional alignment policies:

• The Fund’s code of ethics prohibits Access Persons (including directors/officers) from hedging the Fund’s securities and from holding Fund securities in margin accounts or pledging them as collateral, and requires pre‑clearance for trading Fund shares .

Employment Terms

Board Governance

• Dual role: The Board explicitly endorses combining the CEO and Chairman roles as a “superior model” for efficiency; there is no Lead Independent Director given the small Board size (4 directors) . Independent directors meet in executive session; Audit and Nominating/Governance Committees are composed solely of independent directors .
• Independence: The Board determined all directors other than Mr. Eliasek are independent under the 1940 Act; he is an “interested” director due to roles with PCM and the Fund .
• Committees: Audit Committee (Cooper, Gremp, Stark; Stark as Chair and “audit committee financial expert”); Nominating & Corporate Governance Committee (Cooper, Gremp, Stark; Gremp as Chair) .
• Meetings/attendance (FY ended June 30, 2025): 7 Board meetings, 7 Audit Committee meetings, 1 Nominating/Governance meeting; all directors attended at least 75% of meetings; one director attended last year’s annual meeting .

Director Compensation (context; for Mr. Eliasek specifically)

• As an “interested” director, Mr. Eliasek receives no director compensation from the Fund .
• Independent director retainers scale with Fund NAV (e.g., $75,000 at $500M–$1B NAV); paid quarterly in arrears; no pension or retirement benefits .

Performance & Track Record

• Leadership continuity: Chairman/CEO/President since July 2012, with extensive prior investing and operating roles (Prospect Street Ventures; Bain) and current leadership across the Fund Complex and PCM’s investment committees .
• Strategic initiatives: The Fund is pursuing a potential listing of common stock, targeted prior to Dec 31, 2026 (subject to conditions); Eliasek communicated the plan in the 2025 proxy letter and signed the June 20, 2025 8‑K furnishing the listing presentation .
• Market overhang mitigation: The Board proposed post‑listing transfer restrictions on pre‑listing common shares (quarterly release over 270 days) to reduce immediate selling pressure and perceived overhang following a listing .

Investment Implications

• Pay-for-performance alignment: Because the Fund pays no executive compensation and discloses no equity awards to executives, traditional pay-for-performance levers (salary/bonus metrics, PSUs/RSUs, vesting schedules) are absent at the Fund level for Eliasek; incentives operate primarily through adviser economics and his significant involvement at PCM/PSEC/PFLOAT/PENF .
• Skin-in-the-game at Priority: The proxy reports no beneficial ownership in the Fund by Eliasek (no common or preferred shares), which may signal limited direct equity alignment with Fund stockholders; he does disclose “Over $100,000” holdings at PSEC .
• Governance risk/mitigants: Combining CEO/Chairman without a Lead Independent Director can elevate governance risk; mitigants include fully independent Audit and Nominating/Governance Committees and executive sessions of independent directors .
• Trading/pledging risk: The code of ethics prohibits hedging and pledging of Fund securities by Access Persons, reducing alignment risks from derivative hedging or margin pledges .
• Near-term selling pressure: If the Fund lists, proposed 270‑day transfer restrictions on pre‑listing common shares could dampen initial selling pressure post‑listing and manage perceived overhang, potentially stabilizing price discovery in early trading windows .