Andrew C. Cooper
PROSPECT CAPITALAbout Andrew C. Cooper
Andrew C. Cooper, 63, serves as Lead Independent Director of Prospect Capital Corporation (PSEC). He has been a Class II director since February 12, 2009 (term expires 2027) and is Co-Chief Executive Officer of Unison Energy, LLC; he brings 30+ years of venture capital management, investing, and investment banking experience to the board . The board has appointed Mr. Cooper as Lead Independent Director to set agendas with the Chair and lead executive sessions of independent directors; the board has determined he is independent under the 1940 Act and Nasdaq rules .
Past Roles
| Organization | Role | Notes |
|---|---|---|
| Unison Site Management LLC | Former Co-CEO | Cellular site owner with 4,000+ sites under management |
| Avesta Technologies | Co-founder; former CFO and VP, Business Development | Enterprise IT management software company acquired by Visual Networks in 2000 |
External Roles
| Organization | Role | Since |
|---|---|---|
| Unison Energy, LLC | Co-Chief Executive Officer | Not disclosed in proxy |
| Priority Income Fund, Inc. | Director | October 28, 2012 |
| Prospect Floating Rate and Alternative Income Fund, Inc. | Director | February 19, 2013 |
| Prospect Enhanced Yield Fund | Director | May 28, 2025 |
Board Governance
- Lead Independent Director responsibilities include scheduling independent director meetings, presiding over executive sessions, liaising with the Chairman, and ensuring adequate materials and time for board deliberation .
- Independence: The board concluded Messrs. Cooper, Gremp, and Stark are not “interested persons” under the 1940 Act and are independent under Nasdaq rules; only Messrs. Barry and Eliasek are non-independent .
- Committee assignments:
- Audit Committee member; Eugene S. Stark serves as chair; composition comprises Cooper, Gremp, and Stark (independent) .
- Nominating, Corporate Governance & Compensation Committee member; William J. Gremp serves as chair; composition comprises Cooper, Gremp, and Stark (independent) .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Board meetings (count) | 9 | 9 | 9 |
| Audit Committee meetings (count) | 12 | 12 | 9 |
| Nominating/CG&C Committee meetings (count) | 1 | 1 | 1 |
| Attendance threshold (all directors ≥75%) | Yes | Yes | Yes |
Audit Committee Report signatories: Eugene S. Stark (Chair), Andrew C. Cooper, and William J. Gremp recommended inclusion of FY 2025 audited financials in the 10-K and appointment of Deloitte for FY 2026 .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Aggregate compensation from PSEC ($) | 187,500 | 200,000 |
| Total compensation from Company and Fund Complex ($) | 262,500 | 262,500 |
| Annual independent director fee ($) | 187,500 | 262,500 |
- No pension or retirement benefits; directors do not receive bonuses or profit-sharing .
- Independent directors are reimbursed for reasonable out-of-pocket expenses .
Performance Compensation
| Feature | FY 2024 | FY 2025 |
|---|---|---|
| Bonus/profit sharing (directors) | None disclosed (company does not have such plans for directors) | None disclosed (company does not have such plans for directors) |
| Pension/retirement benefits (directors) | None | None |
The proxy discloses an annual fee structure for independent directors; it does not disclose director equity grants or performance-based metrics for director pay .
Other Directorships & Interlocks
| Organization | Type | Role |
|---|---|---|
| Priority Income Fund, Inc. | 1940 Act investment company within fund complex | Director |
| Prospect Floating Rate and Alternative Income Fund, Inc. | 1940 Act investment company within fund complex | Director |
| Prospect Enhanced Yield Fund | 1940 Act investment company within fund complex | Director |
| CSG Systems | Public company (prior) | Director (prior) |
| Protection One Alarm | Public company (prior) | Director (prior) |
| LionBridge Technologies | Public company (prior) | Director (prior) |
| Weblink Wireless | Public company (prior) | Director (prior) |
| Aquatic Energy | Company (prior) | Director (prior) |
| Madison Square Boys and Girls Club of New York | Non-profit | Director (prior) |
Expertise & Qualifications
- 30+ years spanning venture capital management/investing and investment banking; entrepreneurship track record founding, building, and selling multiple companies .
- Co-founder, Co-CEO, and director roles in energy and telecom infrastructure businesses (Unison Energy; Unison Site Management), and CFO/BD leadership in enterprise software (Avesta Technologies) .
- Knowledge of financial and accounting matters qualifies him to serve on the Audit Committee; independence enhances service on Nominating, Corporate Governance & Compensation .
Equity Ownership
| Dollar Range of PSEC equity beneficially owned | Sep 18, 2024 | Sep 17, 2025 |
|---|---|---|
| Andrew C. Cooper | None | None |
| Fund (Family of Investment Companies) | Dollar Range (as of Sep 17, 2025) |
|---|---|
| Priority Income Fund, Inc. | None |
| Prospect Floating Rate and Alternative Income Fund, Inc. | None |
| Prospect Enhanced Yield Fund | None |
- Ownership ranges based on Nasdaq closing prices: $5.42 on Sep 18, 2024 and $2.76 on Sep 17, 2025 .
- The company’s code of ethics prohibits hedging transactions in PSEC securities by access persons (including directors) .
Governance Assessment
- Board effectiveness: Cooper is Lead Independent Director, sits on both key committees (Audit; Nominating/CG&C), and the board reports consistent meeting cadence with all directors meeting ≥75% attendance across FY 2023–FY 2025, supporting engagement and oversight .
- Independence and conflicts: The board determined Cooper is independent under the 1940 Act and Nasdaq rules, and had no relationships with PCM or affiliates other than his director role; his multiple affiliated fund directorships (Priority, PFLOAT, PENF) indicate intra-complex interlocks to monitor for potential conflicts across funds .
- Compensation and alignment: Independent director pay is a fixed cash retainer with no disclosed variable/performance elements; the annual fee increased from $187,500 (FY 2024) to $262,500 (FY 2025), while Cooper reports “None” for PSEC equity ownership, weakening direct pay-for-performance and “skin-in-the-game” alignment for this director .
- Board leadership structure: PSEC maintains a combined Chairman/CEO role, with Cooper mitigating via the Lead Independent Director role (agenda-setting, executive sessions). Combined leadership is a governance risk flag partially offset by the lead independent arrangement .
- Policies: Whistleblower mechanisms and codes of ethics, including anti-hedging for access persons, are positive governance signals .
RED FLAGS
- No PSEC equity ownership (director-level alignment risk) .
- Significant increase in guaranteed director cash fees YoY without disclosed performance linkage (pay inflation risk for non-employee directors) .
- Multiple affiliated fund directorships within the PSEC fund complex (monitor for potential interlocks or conflicts in cross-entity decisions) .
- Combined CEO/Chair structure at PSEC (governance risk), albeit mitigated by Lead Independent Director role .