William J. Gremp
PROSPECT CAPITALAbout William J. Gremp
Independent Class I director of Prospect Capital Corporation. Age 82; served as a Class II director from 2006–2009 and as a Class I director since April 2010; currently “Retired.” Core credentials: 40+ years in corporate finance and energy/utility investment banking across Merrill Lynch, JPMorgan, and Wachovia; independent under the 1940 Act and Nasdaq rules; elected solely by preferred stockholders. The Board reports all directors attended at least 75% of FY2025 board/committee meetings (9 Board, 9 Audit, 1 Nominating/CG/Comp).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch & Co. | Associate (M&A); later SVP, MD & Head of Regulated Industries Group | 1970–1989 | Led regulated industries coverage; broad transaction origination/execution in energy/utilities |
| JPMorgan Chase & Co. | Managing Director, Global Power & Project Finance | 1989–1996 | Led global power/project finance mandates |
| Wachovia | SVP, MD & Co‑founder, Utilities & Energy Investment Banking Group | Not disclosed | Built utilities/energy IB group; origination/structuring across cap markets and banking products |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Priority Income Fund, Inc. | Director/Trustee | Oct 28, 2012 | Within PSEC “Fund Complex” (registered under the 1940 Act) |
| Prospect Floating Rate and Alternative Income Fund, Inc. | Director/Trustee | Feb 19, 2013 | Within PSEC Fund Complex |
| Prospect Enhanced Yield Fund | Director/Trustee | May 28, 2025 | Within PSEC Fund Complex |
Board Governance
- Independence and election: Determined independent under 1940 Act and Nasdaq; elected solely by holders of PSEC preferred stock. Re-elected for the Class I seat at the Dec 22, 2023 annual meeting of preferred holders (For: 32,427,621; Against: 520,039; Abstain: 1,760,961).
- Committee assignments: Audit Committee member; Nominating, Corporate Governance and Compensation Committee member and Chair. Added to Audit (Apr 1, 2010) and Nominating/CG/Comp (Apr 1, 2010) concurrent with board service.
- Meeting cadence and attendance: FY2025 meetings – Board: 9; Audit: 9; Nominating/CG/Comp: 1; all directors attended ≥75% of aggregate board/committee meetings; two directors attended the prior annual meeting.
- Board structure: Combined CEO/Chair model with a Lead Independent Director (Andrew C. Cooper) who convenes/presides over executive sessions of independent directors and liaises with the Chair.
Fixed Compensation
| Component | FY2025 Amount (PSEC) | FY2025 Total (Company + Fund Complex) | Notes |
|---|---|---|---|
| Independent Director Cash Compensation | $200,000 | $262,500 | Company also discloses an annual fee of $262,500 per independent director plus expense reimbursement during FY2025 |
Performance Compensation
| Category | FY2025 Detail |
|---|---|
| Equity grants (RSUs/PSUs) | Not disclosed for directors |
| Stock options | Not disclosed for directors |
| Performance metrics (e.g., TSR, EBITDA) | Not disclosed/applicable for directors; executive officers receive no direct compensation from PSEC |
| Clawback/COC/severance | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Type | Interlock/Notes |
|---|---|---|
| Priority Income Fund, Inc. | Registered investment company | Part of the PSEC “Fund Complex” overseen by PSEC directors; highlights cross‑fund governance ties |
| Prospect Floating Rate and Alternative Income Fund, Inc. | Registered investment company | Part of PSEC Fund Complex |
| Prospect Enhanced Yield Fund | Registered investment company | Part of PSEC Fund Complex |
Expertise & Qualifications
- Four decades of energy/utility finance, capital markets, project finance, and regulated industries coverage at top-tier banks (Merrill Lynch, JPMorgan, Wachovia). Adds financial/accounting literacy to committees.
- Board designations emphasize his suitability for Audit and Nominating/CG/Comp oversight.
Equity Ownership
| Metric | Mar 11, 2025 | Sept 17, 2025 |
|---|---|---|
| Common shares beneficially owned | 55,154 | 81,372 |
| Ownership % of common | <1% | <1% |
| Dollar range of ownership (PSEC) | Over $100,000 | Over $100,000 |
- Policy alignment: The Code of Ethics prohibits hedging of Company securities by “Access Persons” and requires pre‑clearance for trades; no explicit pledging prohibition is disclosed.
- Section 16 compliance: All filings timely for FYE June 30, 2025 (no delinquencies).
Governance Assessment
- Strengths: Long-tenured independent director with deep financial/energy banking background; serves on both key committees and chairs Nominating/CG/Comp, supporting board refreshment and governance oversight; attendance threshold met by all directors in FY2025; anti‑hedging policy supports alignment; Section 16 compliance clean.
- Potential concerns/monitorables:
- Fund complex interlocks: Concurrent directorships at Priority, PFLOAT, and PENF can concentrate influence within the affiliated complex—monitor for information flow and independence in cross‑fund decisions.
- Externally managed BDC structure: Significant related-party dynamics with PCM and Prospect Administration (management/administration agreements); board relies on Audit and Nominating/CG/Comp (both fully independent) to mitigate conflicts.
- Auditor transition and past ICFR weakness (remediated): Audit Committee (which includes Gremp) oversaw 2023 transition from BDO to Deloitte; prior 2022 ICFR material weaknesses were disclosed as remediated by FY2023.
- Voting/engagement signal: Strong re‑election by preferred stockholders in Dec 2023; board holds executive sessions under Lead Independent Director framework to bolster independent oversight.