Adam Gusky
About Adam S. Gusky
Adam S. Gusky (age 50) has served on Rand Capital Corporation’s Board since 2019. He is Chief Investment Officer of East Asset Management (since 2010), previously served on the investment committee of Rand Capital Management LLC (RCM), Rand’s external investment adviser (Nov 2019–Mar 2023), and holds an MBA (2006) and BA (1997) from Duke University . He is classified as an “interested person” under the Investment Company Act and therefore not independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East Asset Management, LLC | Chief Investment Officer | 2010–present | Extensive deal structuring/financing expertise cited as qualification for Board service . |
| East Resources Acquisition Company (SPAC) | Chief Investment Officer | May 2020–Jun 2023 | CIO until business combination with Abacus Life, Inc. completed in June 2023 . |
| Rand Capital Management LLC (RCM) | Investment Committee Member | Nov 2019–Mar 2023 | External adviser to Rand; participation ended Mar 2023 . |
| CNN/Sports Illustrated; o2 Wireless Solutions | Early-career roles | Prior to East | Background roles (no specific dates disclosed) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abacus Life, Inc. (Nasdaq: ABL) | Director | Current | Current public company directorship . |
Board Governance
- Independence status: Determined to be an “interested person” under the 1940 Act; not independent under Nasdaq rules .
- Committee assignments: Audit and Governance & Nominating Committees are fully independent; Gusky is not listed as a member of either .
- Board/committee activity: In 2024 the Board met 8 times; Audit met 5; Governance & Nominating met 2. Every Director attended 100% of Board and applicable committee meetings in 2024 . In 2023: same meeting counts; 100% attendance by all Directors . In 2022: same meeting counts; Gusky had one excused Board absence but attendance remained >75% threshold .
- Leadership/engagement: Independent Chair (Robert Zak) leads executive sessions of Independent Directors at least twice annually .
- Nominations: East (controlling shareholder) has the right to designate two Board nominees given a five-member Board; Gusky was designated by East .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Director fees earned (cash) | $35,000 | $50,000 | $50,000 |
| Equity grants/options | None (no stock or option plan for Directors) | None | None |
| Meeting fees | None | None | None |
- Committee chair fees exist ($2,500 Audit; $1,000 Governance & Nominating) and Board Chair receives $10,000, but these do not apply to Gusky unless he holds those roles (he does not) .
Performance Compensation
| Incentive/Performance Element | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non-equity incentive plan | None | None | None |
| Performance stock/RSU/PSU | None | None | None |
| Option awards | None | None | None |
| Performance metrics tied to pay | None disclosed | None disclosed | None disclosed |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Abacus Life, Inc. (Nasdaq: ABL) | Director | Current external public board . |
| East Asset Management, LLC | CIO | East controls ~64.2% of Rand; nomination rights under shareholder agreement; potential influence over Board composition . |
| RCM (Rand’s external adviser) | Former investment committee member | Participation until Mar 2023; RCM earns advisory and administration fees from Rand . |
Expertise & Qualifications
- Finance/deal structuring: Cited as core qualification for Board service (CIO tenure at East) .
- Education: Duke University MBA (2006) and BA (1997) .
- Industry experience: SPAC leadership (East Resources Acquisition Company) with transition to Abacus Life board .
Equity Ownership
| Ownership Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (incl. East and AG Energy) | 1,938,976 shares (65.3% of class) | Includes 32,304 shares held by AG Energy, LLC (deemed beneficially owned via control); may be deemed to beneficially own East’s shares by virtue of CIO role; Gusky disclaims beneficial ownership of East’s shares . |
| Dollar range of equity in Rand (Director disclosure) | Over $100,000 | Standard proxy dollar range disclosure . |
| Directly owned common shares (Form 4 post-transaction) | 33,546 shares as of 2025-09-15 | Latest reported post-transaction ownership from Form 4. |
Insider Trades (Form 4 – alignment signals)
Recent open-market purchases by Adam S. Gusky:
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-09-15 | Purchase | 200 | $15.00 | 33,546 | |
| 2025-09-15 | Purchase | 250 | $15.00 | 33,346 | |
| 2025-09-15 | Purchase | 100 | $15.00 | 33,096 | |
| 2025-09-15 | Purchase | 10 | $14.56 | 32,996 | |
| 2025-09-15 | Purchase | 25 | $14.55 | 32,986 | |
| 2025-09-15 | Purchase | 100 | $14.55 | 32,961 | |
| 2025-09-15 | Purchase | 100 | $14.57 | 32,861 | |
| 2025-09-15 | Purchase | 10 | $14.60 | 32,761 | |
| 2025-09-15 | Purchase | 10 | $14.57 | 32,751 | |
| 2025-09-15 | Purchase | 25 | $14.58 | 32,741 |
- Additional purchases 2025-05-27/28 at $15.75–$16.00 (post-transaction holdings ~32,504–32,516) . Purchases also reported in 2024 (Nov 20–21 at ~$16.05–$16.15) and 2023–2022 (multiple buys at ~$12.8–$16.22), indicating continued open-market accumulation .
Equity Ownership & Alignment Policies
- Anti-hedging/derivatives/short sales prohibited for Directors/officers; margin accounts prohibited without CCO pre-approval; no approvals requested to date .
- Dollar range disclosure: “Over $100,000” equity in Rand for Gusky .
- Stock ownership guidelines: Not disclosed in the proxy .
Related-Party Transactions & Conflicts
- Adviser/administrator arrangements: Rand pays RCM a base management fee and incentive fees (income- and capital gains-based) and reimburses administrative expenses; 2024 payments were base $1,212,160, capital gains $1,727,000, income-based $178,218, and administration reimbursement $178,749; RCM reimbursed $9,856 to Rand .
- Potential transaction allocation conflicts: RCM and affiliates serve multiple entities and allocate opportunities under written policies (origination source, strategies, risk/diversification, size/liquidity, regulatory constraints, etc.) .
- CCO outsourcing: OCG retained for CCO services at $8,500/month in 2024; similar arrangement with ACA Global early 2024 (and in 2023) .
- Controlled company status: East holds ~64.2% of shares; Rand avails itself of Nasdaq controlled company exemption to not maintain a standing compensation committee, with applicable functions handled by Governance & Nominating; otherwise does not use other exemptions .
Risk Indicators & Red Flags
- Controlled company influence: East’s 64.2% ownership and nomination rights could concentrate influence; Gusky is East’s CIO and an East-designated nominee, representing a clear governance interlock and potential conflict .
- Interested director: Not independent under Nasdaq; participated on RCM’s investment committee until Mar 2023 while RCM receives fees from Rand, a conflict mitigated by committee independence and policies but still noteworthy .
- No compensation committee: Exemption used due to controlled company status and lack of employees; governance functions migrate to Governance & Nominating—investors should monitor robustness of oversight .
Committee Assignments, Chair Roles, and Expertise
| Committee | 2024 Members | Chair | Independence |
|---|---|---|---|
| Audit | Jaroslawsky, Godley, Kailbourne, Zak | Jaroslawsky (from May 9, 2024; Kailbourne prior) | All independent; additional Rule 10A-3/b Nasdaq independence met . |
| Governance & Nominating | Godley, Jaroslawsky, Kailbourne, Zak | Godley | All independent . |
- Gusky does not sit on Audit or Governance & Nominating Committees .
Director Compensation Structure Analysis
- Shift in cash retainer: Increased from $35,000 (2022) to $50,000 (2023 onward) to better align with activity and to attract/retain Directors .
- No equity or variable incentives: Absence of stock/options or performance-linked pay reduces traditional pay-for-performance leverage; alignment instead evidenced via open-market purchases and significant beneficial ownership .
Attendance & Engagement
- Annual Meeting attendance: All Directors attended 2024 and 2023 annual meetings (virtual) . 2022 annual meeting attendance also reported (virtual pandemic context) .
- Board/committee meeting attendance: See “Board Governance” section; Gusky >75% in 2022 with one excused absence; 100% in 2023–2024 .
Governance Safeguards
- Independent Chair and executive sessions of Independent Directors (at least twice per year) .
- Fully independent Audit and Governance & Nominating Committees; Audit members include two audit committee financial experts (Jaroslawsky and Kailbourne) .
- Confidential whistleblower procedures and robust risk oversight reporting from compliance officers of Rand and RCM .
Insurance
- D&O liability insurance in place (Argonaut Insurance Company) covering 03/31/2024–03/31/2025; premium $49,300; no claims paid .
Governance Assessment
- Strengths: Significant beneficial ownership alignment (albeit with disclaimer), continued open-market purchases, strong attendance, independent Chair, fully independent key committees, anti-hedging policy .
- Concerns/RED FLAGS: Controlled company dynamics (East ownership and nomination rights), Gusky’s “interested” status and prior role on RCM’s investment committee while RCM earns material advisory fees from Rand; absence of a compensation committee (exemption used) .
- Investor implication: Monitor committee independence rigor, related-party fee structures, and allocation policies; Gusky’s ongoing purchases and Board tenure/support suggest engagement, but governance risks tied to control/interlocks warrant higher scrutiny of advisory renewals and valuation/oversight practices .