M. Grier Eliasek
PROSPECT CAPITALAbout M. Grier Eliasek
M. Grier Eliasek is President, Chief Operating Officer, and a Class II director of Prospect Capital Corporation (PSEC). He has served as President and COO since April 13, 2004 and as a director since June 2004; age 52 in the latest proxy . He is an “interested” director due to his officer role at Prospect Capital Management L.P. (PCM) and Prospect Administration LLC, and he leads origination and assessment of investments; prior experience includes consulting at Bain & Company, improving market strategies and operational performance . Company-level TSR, revenue growth, and EBITDA growth metrics tied to executive pay are not disclosed; net income context over the last three fiscal years is shown below.
Company Net Income Context (Annual)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Income - (IS) ($USD) | -$101,641,000 | $262,834,000 | -$469,924,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prospect Capital Corporation | President & COO | Since Apr 13, 2004 | Leads origination/assessment of investments; senior loan, mezzanine, bridge loan, private equity expertise |
| Prospect Capital Corporation | Director (Class II) | Since Jun 2004; term expires 2027 | Board oversight; “interested” director status under 1940 Act |
| Prospect Capital Management L.P. | Managing Director | Since Jul 20, 2004 | Executive leadership at external adviser to PSEC; potential conflicts addressed via co-investment order |
| Prospect Administration LLC | Managing Director | Since Jun 17, 2004 | Oversees administrative services to PSEC; external administrator |
| Bain & Company | Consultant | Not disclosed | Managed engagements; analyzed new business lines; improved sales and operations for clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Priority Income Fund, Inc. | President & CEO | Since Jul 31, 2012 | Registered investment company; part of “Fund Complex” with PSEC |
| Prospect Floating Rate and Alternative Income Fund, Inc. | President & CEO | Since Feb 19, 2013 | Registered investment company; fund complex |
| Prospect Enhanced Yield Fund | Director/Officer (per fund listings) | Since May 28, 2025 | Fund complex; governance roles across affiliates |
Fixed Compensation
- PSEC pays no annual cash compensation to executive officers (including Eliasek) for their services as executive officers; Messrs. Barry and Eliasek are compensated by PCM under the external management agreement, and Ms. Van Dask by Prospect Administration under the administration agreement .
- PSEC has no bonus, profit sharing or retirement plan for directors; independent directors receive fixed retainers; “interested” directors (Barry, Eliasek) receive no director compensation from PSEC .
Company-Paid Executive Compensation (Annual)
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base salary (Company-paid) | None | None |
| Cash bonus (Company-paid) | None | None |
| Pension/retirement (Company-paid) | None | None |
Independent Director Compensation (for context)
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Annual retainer per independent director | $187,500 | $262,500 |
Performance Compensation
- PSEC does not pay executive compensation; therefore, there are no Company-level performance metrics, targets, payouts, options/RSUs, or vesting schedules applicable to Eliasek at PSEC. The Nominating, Corporate Governance and Compensation Committee determines or recommends executive compensation only “to the extent the Company pays any executive officers’ compensation,” which it does not .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable – Company does not pay executive compensation | — | — | — | — | — |
Equity Ownership & Alignment
- Beneficial ownership (common and preferred) for Eliasek is below 1% of outstanding shares; dollar range “Over $100,000” for PSEC equity holdings .
- Access Persons (including directors/officers) are prohibited from hedging PSEC securities; personal trading requires preclearance under the code of ethics. No pledging policy is disclosed .
- Section 16(a) reporting compliance: all required Forms 3/4/5 timely filed in FY2024 and FY2025 .
Beneficial Ownership (Record Dates)
| Item | Sep 18, 2024 | Sep 17, 2025 |
|---|---|---|
| Common shares beneficially owned | 1,666,347 | 2,131,557 |
| Preferred shares beneficially owned | 50 | 50 |
| Common shares acquirable via preferred conversion | 217 | 426 |
| Ownership % of class (common) | <1% (*) | <1% (*) |
| Ownership % of class (preferred) | <1% (*) | <1% (*) |
| Dollar range of PSEC equity holdings | Over $100,000 | Over $100,000 |
Employment Terms
- Employment start date and tenure: President & COO since April 13, 2004; Director since June 2004; Managing Director roles at PCM and Prospect Administration since 2004 .
- Contract structure: Executives are compensated by external adviser (PCM) and administrator (Prospect Administration); PSEC does not disclose executive employment agreements, severance, or change-of-control economics at the Company level. Any such terms would reside at PCM/Prospect Administration and are not included in PSEC filings .
- Hedging prohibition for Access Persons; trading requires preclearance; clawback provisions not disclosed; tax gross-ups not disclosed .
Board Governance
- Dual-role implications: Eliasek is a management executive (President/COO) and an “interested” director, thus not independent under the 1940 Act/Nasdaq; independence mitigants include a lead independent director and fully independent committees .
- Committee memberships: Audit Committee and Nominating, Corporate Governance and Compensation Committee are composed solely of independent directors; chairs: Audit (Eugene S. Stark), Nominating/Compensation (William J. Gremp). Eliasek does not serve on these committees .
- Lead Independent Director: Andrew C. Cooper, who presides over executive sessions and serves as liaison to the Chairman; responsibilities include agenda review and ensuring adequate discussion time .
- Board meeting cadence and attendance: FY2024—9 Board, 12 Audit, 1 Nominating; FY2025—9 Board, 9 Audit, 1 Nominating. All directors attended ≥75% of aggregate meetings; two directors attended the prior annual meeting each year .
Related Party Transactions
- External management/administration: Advisory agreement with PCM (controlled by Chairman John F. Barry III) and administration agreement with Prospect Administration (controlled by PCM); executives serve across affiliated entities. PSEC received a co-investment exemptive order (Jan 13, 2020; amended Aug 2, 2022) to permit negotiated co-investment terms other than price/quantity with Manager-affiliated funds, subject to conditions; allocation procedures aim for fairness across clients .
Performance & Track Record
- Financing execution: As President/COO, Eliasek announced pricing of ~$167 million 5.5% Series A Notes due 2030, rated ilAA- by S&P Global Ratings Maalot; “leverage neutral” offering diversified financing sources, expected listing on TASE (Oct–Nov 2025) . He signed the related 8-K (Oct 28, 2025) .
- Regulatory and capital markets activity: Frequent signatory on post-effective amendments to the Form N-2 shelf and supplemental indentures for InterNotes, evidencing active capital markets management .
Compensation Committee Analysis
- Composition: Cooper, Gremp, Stark (independent); Gremp as chair .
- Consultant use/peer group/target percentile: Not disclosed in filings. Because executives are paid by PCM and Prospect Administration, PSEC does not present executive pay benchmarking or target percentiles .
Equity Ownership & Director Compensation (for Directors)
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Independent director annual fee | $187,500 per director | $262,500 per director |
| “Interested” director compensation from PSEC (Barry, Eliasek) | None | None |
Say-on-Pay & Shareholder Feedback
- Say-on-pay proposals, approval rates, and executive pay votes are not disclosed in these proxies, consistent with PSEC’s externally managed structure where executives are compensated by PCM/Prospect Administration .
Risk Indicators & Red Flags
- Alignment risk: Executives are paid by PCM/Prospect Administration; Company-level pay-for-performance linkages are not disclosed, increasing opacity of incentives .
- Governance: Dual CEO/Chair structure at PSEC with a lead independent director established; Eliasek as an “interested” director underscores independence considerations .
- Hedging prohibition improves alignment; pledging policy not disclosed .
- Section 16 compliance: No delinquent reports noted in FY2024 and FY2025 .
Investment Implications
- Lack of disclosed Company-level executive compensation structures and performance metrics limits pay-for-performance evaluation; incentives reside at PCM/Prospect Administration, introducing potential alignment risk and making peer benchmarking opaque .
- Eliasek’s meaningful but sub-1% beneficial ownership, hedging prohibition, and long tenure suggest some alignment, though pledging status is not disclosed; ownership increased year-over-year in absolute shares held per record dates (see table) .
- Active execution in capital markets (e.g., ilAA- rated notes, TASE listing) indicates operational competence supporting funding diversification, which may be supportive for trading sentiment around financing actions and balance sheet flexibility .
- Governance mitigants (lead independent director; independent committees) are in place, but the presence of “interested” directors (Barry, Eliasek) and related-party advisory/administration agreements require continued monitoring of conflicts and co-investment allocation practices .