William J. Gremp
About William J. Gremp
William J. Gremp is an independent “Preferred Director” of Priority Income Fund, Inc. (PRIF), serving since October 2012; he is 82 years old and currently a Class II director with a term expiring in 2026 . He brings over 40 years of investment banking experience across energy and utilities sectors, including senior roles at Merrill Lynch, JPMorgan, and Wachovia . He oversees four funds in the Prospect Fund Complex and is independent under the Investment Company Act of 1940, with no relationships to the adviser or affiliates other than his director roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch & Co. | Associate, M&A; later SVP/MD/Head of Regulated Industries | 1970–1989 | Led regulated industries group; broad transaction origination/execution |
| JPMorgan Chase & Co. | Managing Director, Global Power & Project Finance | 1989–1996 | Origination, structuring, negotiation across energy/power finance |
| Wachovia | Senior Vice President, Managing Director, Co‑founder Utilities & Energy IB Group | Not disclosed | Built utilities/energy investment banking group; cross-product execution |
| Merrill Lynch & Co. | Traditional banking services, credit/lending, private equity, cash mgmt | Not disclosed | Corporate finance coverage for energy and utilities clients |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prospect Capital Corporation (PSEC) | Director | Not disclosed | Cross-fund oversight (Fund Complex) |
| Prospect Floating Rate and Alternative Income Fund, Inc. (PFLOAT) | Director | Not disclosed | Cross-fund oversight (Fund Complex) |
| Prospect Enhanced Yield Fund (PENF) | Trustee | Not disclosed | Cross-fund oversight (Fund Complex) |
Board Governance
- Designation: Preferred Director (elected solely by preferred stockholders), Class II; independent under the 1940 Act .
- Committees: Audit Committee member (chair is Eugene S. Stark); Nominating & Corporate Governance Committee chair (members Cooper, Gremp, Stark) .
- Meetings and attendance: FY ended June 30, 2025—Board 7, Audit 7, Nominating 1; all directors attended at least 75% of the aggregate meetings on which they served; one director attended last year’s annual meeting (name not disclosed) .
- Lead Independent Director: None designated; independent directors meet in executive session without management; chief compliance officer oversees compliance and meets separately with independent directors at least annually .
- Independence determination: Board concluded Gremp had no relationships with the adviser/administrator/dealer manager or affiliates beyond his director roles in the Fund Complex .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Aggregate Compensation from PRIF (FY ended 6/30/2025) | $62,500 | Independent director cash compensation |
| Pension/Retirement Benefits | None | Fund does not provide pensions/retirement to directors |
| Total Compensation from Fund Complex | $262,500 | Across PRIF, PFLOAT, PENF, PSEC |
| Annual Cash Retainer Schedule (by PRIF NAV) | $0 (≤$100mm); $35,000 ($100–$300mm); $50,000 ($300–$500mm); $75,000 ($500mm–$1bn); $100,000 (>$1bn) | Retainers determined quarterly in arrears off NAV tiers |
| Committee Chair Fees | Not disclosed | No separate disclosure of chair fees |
| Meeting Fees | Not disclosed | No per‑meeting fees disclosed |
Performance Compensation
| Element | Status | Disclosure Reference |
|---|---|---|
| Equity grants (RSUs/PSUs/Options) | None disclosed | Compensation table lists only cash; no equity awards disclosed for directors |
| Performance‑based cash (bonus) | None disclosed | No director bonus/performance metrics disclosed |
| Compensation Committee | Not applicable | Fund does not have a compensation committee; executives receive no direct compensation from the Fund |
Other Directorships & Interlocks
- Interlocks: Gremp serves on boards across the Prospect Fund Complex (PRIF, PFLOAT, PENF, PSEC), providing continuity but also shared governance across affiliated funds; Board determined independence under the 1940 Act despite these roles .
- Adviser relationships: Board explicitly noted independent status with no relationships to PSSIM, Prospect Administration, PCM, or the Dealer Manager other than director positions .
Expertise & Qualifications
- 40+ years investment banking in energy/utilities; experienced in origination, structuring, negotiation, and execution across capital markets and commercial banking products .
- Qualifications support Audit Committee service; independence enhances role as Nominating & Corporate Governance Committee chair .
Equity Ownership
| Security | Beneficial Ownership (Dollar Range) | Shares Outstanding (for context) | Ownership % |
|---|---|---|---|
| PRIF Common | None | 61,187,445 common shares outstanding (as of 9/17/2025) | 0% (None) |
| PFLOAT | None | Not disclosed | Not applicable |
| PENF | None | Not disclosed | Not applicable |
| PSEC | Over $100,000 | Not disclosed | Not applicable |
- Hedging/Pledging: Access Persons (including directors) are prohibited from hedging transactions and from holding or pledging Fund securities in margin accounts under the code of ethics .
Governance Assessment
- Board effectiveness: Gremp chairs Nominating & Corporate Governance and serves on Audit, aligning with his finance background; independent status under 1940 Act supports objective oversight .
- Alignment: No PRIF equity ownership disclosed (None), which reduces alignment with common shareholders; however, cross‑fund service and cash retainer structure provide standardized governance compensation without performance linkage .
- Engagement: All directors met the ≥75% attendance threshold; note that only one director attended last year’s annual meeting—an engagement watchpoint for investors, though the individual is not identified .
- Conflicts: Cross‑fund interlocks in the Prospect Fund Complex may pose perceived conflicts; mitigated by formal independence determinations and independent committee structures (Audit; Nominating & Governance) .
- Structure risks: No Lead Independent Director and combined Chair/CEO roles increase potential for management influence; mitigations include independent committees and executive sessions with the chief compliance officer .
RED FLAGS
- No Lead Independent Director; Chair/CEO dual role persists .
- Cross‑fund interlocks across Prospect Fund Complex (perceived conflict potential) despite independence determination .
- Only one director attended last year’s annual meeting (engagement signal; individual not disclosed) .