DEF 14A 1 ny20005013x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

☒	Filed by the Registrant

☐	Filed by a party other than the Registrant

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

GREAT ELM GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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October 11, 2022

Dear Fellow Stockholders:

We invite you to join us at the 2022 Annual Stockholders’ Meeting (the “Annual Meeting”) of Great Elm Group, Inc., on Monday, November 21, 2022, beginning at 8:30 a.m., Eastern Standard Time. We will be holding the Annual Meeting online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GEG2022AM.

The Notice of Annual Stockholders’ Meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting.

We elected to deliver our proxy materials to the majority of our stockholders over the Internet. On or about October 11, 2022, we will mail a notice of Internet availability (the “Notice”) and make our proxy materials available to our stockholders over the Internet. The Notice contains instructions on how to access our proxy materials over the Internet, as well as how to receive a paper copy of our proxy materials. This approach conserves natural resources, reduces our printing and distribution costs and expedites stockholders’ receipt of proxy materials.

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote and submit your proxies over the Internet or by mail as soon as possible. This will not prevent you from voting in person (virtually). If you virtually attend the Annual Meeting you will have the right to revoke your proxy and vote your shares in person (virtually). If your shares are held in the name of a brokerage firm, bank or other nominee of record, please follow the voting instructions appearing on your voting instruction card or the information set forth in the proxy materials. Your vote and participation in our governance is very important to us.

On behalf of our Board of Directors, thank you for your continued support.

Sincerely yours,

/s/ Peter A. Reed
Peter A. Reed
Chief Executive Officer

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Great Elm Group, Inc.

Notice of Annual Stockholders’ Meeting

The 2022 Annual Stockholders’ Meeting (the “Annual Meeting”) of Great Elm Group, Inc., a Delaware corporation (the “Corporation”), will be held on Monday, November 21, 2022, beginning at 8:30 a.m. Eastern Standard Time, online at www.virtualshareholdermeeting.com/GEG2022AM.

The following matters will be considered at the Annual Meeting:

•	The election of each of Matthew A. Drapkin, James H. Hugar, David Matter, James P. Parmelee, Jason W. Reese and Eric J. Scheyer to serve as members of the Board of Directors of the Corporation until the earlier of their death, resignation, removal or election of their successor;

•	The approval of an increase of the number of shares of our common stock, par value $0.001 per share, authorized for issuance under the Amended and Restated 2016 Long-Term Incentive Compensation Plan by 2,900,000;

•

The approval, for the purpose of complying with the Nasdaq Listing Rule 5635(a)(2), of the issuance of shares of the Corporation’s common stock, par value $0.001 per share, based on the volume-weighted average price of the Corporation’s common stock for the 30-day period prior to the date of issuance, sufficient to repay the outstanding principal amount of the $5.7 million promissory note issued by Great Elm Capital Management, Inc. (“GECM”) to Imperial Capital Asset Management, LLC (“ICAM”) and pay the $2.0 million in earnouts (if required) pursuant to an asset purchase agreement, dated as of May 4, 2022, between GECM and ICAM with respect to GECM’s acquisition of the investment management agreement and certain related assets for Monomoy Properties REIT, LLC.;

•	The ratification of the selection of Grant Thornton LLP to serve as the Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2023;

•	The approval, on an advisory basis, of the compensation of the Corporation’s named executive officers; and

•	Other matters that may properly come before the Annual Meeting.

The items to be considered at the Annual Meeting may be considered at the meeting or at any adjournment or postponement of the meeting.

You are entitled to attend and participate in the Annual Meeting, or at any adjournment or postponement thereof, only if you were a stockholder of the Corporation at the close of business on September 23, 2022. To attend and participate in the meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. You may also ask questions, vote online, and examine our stockholder list during the meeting by following the instructions provided at www.virtualshareholdermeeting.com/GEG2022AM during the meeting.

Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read this proxy statement and promptly vote your shares. You have a choice of voting on the Internet, by telephone, or by mail. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers — How You Can Vote” beginning on page 4 and to the notice of Internet availability of proxy materials (the “Notice”) or to the instructions on your voting instruction card or the information set forth in the proxy materials.

/s/ Adam M. Kleinman
Adam M. Kleinman
Secretary
Waltham, Massachusetts
October 11, 2022

Important Notice Regarding the Availability of Proxy Statement Materials for the

Annual Stockholders’ Meeting to be Held on November 21, 2022.

The Proxy Statement, Proxy Card and our 2022 Annual Report on Form 10-K

are available on the Internet at www.ProxyVote.com.

The Notice, the proxy statement and the accompanying proxy card or voting instruction card, and our 2022 Annual

Report on Form 10-K are being provided to stockholders beginning on or about October 11, 2022.

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			Page
GENERAL INFORMATION			1
QUESTIONS AND ANSWERS			1
Proxy Materials			1
Proposals to Be Voted on			2
How You Can Vote			4
Attending the Annual Meeting			6
Stockholder Proposals and Director Nominations			6
Obtaining Additional Information			7
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			9
PROPOSALS TO BE CONSIDERED AND VOTED ON			11
Proposal 1: Election of Directors			11
Proposal 2: Approval of 2,900,000 Additional Shares for Issuance Under the Amended and Restated 2016 Long-Term Incentive Compensation Plan			14
Proposal 3: Approval, Pursuant to Nasdaq Listing Rule 5635(a)(2), of the Issuance of Shares of Our Common Stock to Settle the ICAM Promissory Note and Pay the Earnouts (if Required)			23
Proposal 4: Ratification of Independent Registered Public Accounting Firm			25
Proposal 5: Advisory Vote on the Compensation of Our Named Executive Officers			27
CORPORATE GOVERNANCE			28
Board of Directors			28
Committees of our Board of Directors			31
Communications with our Board of Directors			33
Nasdaq Board Diversity Rules			34
Compensation Committee Interlocks and Insider Participation			34
Insider Trading Policy — Hedging			34
Certain Relationships and Related Transactions			34
Executive Officers			36
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS			38
Employment Agreements/Arrangements with our Named Executive Officers			38
Cash Bonuses			39
Equity-Based Compensation			39
Compensation of Our Board of Directors			40

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PROXY STATEMENT

2022 ANNUAL STOCKHOLDERS’ MEETING

TO BE HELD ON NOVEMBER 21, 2022

GENERAL INFORMATION

We are furnishing you this proxy statement in connection with the solicitation of proxies by the Board of Directors of Great Elm Group, Inc., a Delaware corporation (the “Corporation,” the “Company,” “GEG,” “we,” “us,” or “our”). This proxy statement addresses the items of business for the 2022 Annual Stockholders’ Meeting of GEG (the “Annual Meeting”) to be held on November 21, 2022, or any adjournment or postponement thereof. We will hold the Annual Meeting at 8:30 a.m., Eastern Standard Time, online at www.virtualshareholdermeeting.com/GEG2022AM. The Company is holding the Annual Meeting online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GEG2022AM. The notice of Internet availability of proxy materials (“Notice”), the Notice of Annual Stockholders’ Meeting, this proxy statement, our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, the proxy or voting instruction card and any additional accompanying proxy materials are being made available to stockholders on or about October 11, 2022.

QUESTIONS AND ANSWERS

Proxy Materials

1.	Why did I receive GEG’s proxy materials?

Since you owned shares of our common stock at the close of business on September 23, 2022, the record date for the Annual Meeting (the “Record Date”), you are considered a stockholder of record. As a stockholder of record, you are invited to virtually attend the Annual Meeting and are entitled and requested to vote on the business items described in this proxy statement. This proxy statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and is designed to assist you in voting your shares.

2.	What is included in the proxy materials?

The proxy materials include:

•	Our Notice of Annual Stockholders’ Meeting;

•	Our proxy statement for the Annual Meeting;

•	Our 2022 Annual Report on Form 10-K; and

•	A proxy card or voting instruction card.

3.	Why did I receive the Notice instead of a paper copy of the full set of proxy materials?

We will be utilizing the “notice and access” delivery method under the SEC’s Rule 14a-16, which allows companies to provide their proxy materials over the Internet. As a result, we are mailing the Notice instead of a paper copy of the proxy materials to a majority of our stockholders. The Notice contains instructions on how to access the proxy materials and submit your vote over the Internet and how you may request printed copies of the proxy materials by mail, if you wish. If you previously requested printed copies of the proxy materials, we have provided you with printed copies of the proxy materials.

4.	What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, our Board of Directors and board committees, corporate governance, the compensation of our directors and executive officers, and other required information.

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5.	I share an address with another stockholder, and we received only one Notice or paper copy of the proxy materials. How may I obtain an additional copy?

If you share an address with another stockholder, you may receive only one Notice or one set of printed proxy materials unless you have provided contrary instructions. If you wish to receive a separate Notice or set of printed proxy materials, please request the additional copy by contacting Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or by calling (866) 540-7095. A separate Notice or set of the materials will be sent promptly following receipt of your request.

If you are a stockholder of record and wish to receive a separate Notice or set of printed proxy materials in the future, or if you have received multiple Notices or sets of printed proxy materials and would like to receive only one Notice or set of printed proxy materials in the future, please contact our transfer agent, Computershare, at 150 Royall Street, Suite 101, Canton, MA 02021 or call (800) 736-3001.

If you are a beneficial owner of shares and wish to receive a separate Notice or set of printed proxy materials in the future, or if you have received multiple Notices or sets of printed proxy materials and would like to receive only one Notice or set of printed proxy materials in the future, please contact your bank or broker directly.

Stockholders also may write to, or email, us at the address below to request a separate copy of the proxy materials:

Great Elm Group, Inc.

Attn: Investor Relations

800 South Street, Suite 230

Waltham, MA 02453

investorrelations@greatelmcap.com

6.	Who pays the cost of soliciting proxies for the Annual Meeting?

GEG is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing the Notice and any printed proxy materials and of soliciting proxies.

Our directors, officers and employees also may solicit proxies in person, by telephone or by electronic communication. They will not receive any additional compensation for these activities.

We will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy materials to beneficial stockholders.

Proposals to Be Voted on

7.	What items of business will be voted on at the Annual Meeting?

The business items to be voted on at the Annual Meeting are:

•	Election of directors;

•	Approval of an increase of the number of shares of the Corporation’s common stock, par value $0.001 per share, authorized for issuance under the Amended and Restated 2016 Long-Term Incentive Compensation Plan;

•

Approval, for the purpose of complying with the Nasdaq Listing Rule 5635(a)(2), of the issuance of shares of the Corporation’s common stock, based on the volume-weighted average price of the Corporation’s common stock for the 30-day period prior to the date of issuance, sufficient to repay the outstanding principal amount of the $5.7 million promissory note (the “Promissory Note”) issued by Great Elm Capital Management, Inc. (“GECM”) to Imperial Capital Asset Management, LLC (“ICAM”) and pay the Earnouts (as defined below) (if required) pursuant to an asset purchase agreement, dated as of May 4, 2022 (the “Monomoy Purchase Agreement”), between GECM and ICAM with respect to GECM’s acquisition of the investment management agreement and certain related assets for Monomoy Properties REIT, LLC (“Monomoy REIT”). Solely for illustrative purposes, using the Record Date as the date of issuance, up to 3,613,599 shares of our common stock could be issued to repay the outstanding amount of the Promissory Note and pay the full amount of the Earnouts, if required. The actual number of shares issued, if any, would be based upon the volume-weighted average price of the Corporation’s common stock for the 30-day period prior to the date of issuance and, therefore, is not currently known and may be higher or lower than the illustrative amount in the preceding sentence;

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•	Ratification of the selection of Grant Thornton LLP (“Grant Thornton”) to serve as the Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2023; and

•	Approval, on an advisory basis, of the compensation of the Corporation’s named executive officers.

8.	What are my voting choices?

You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on any proposal.

9.	How does the Board of Directors recommend that I vote?

Our Board of Directors recommends that you vote your shares “FOR” each of the nominees for election to the board; “FOR” the approval of an increase of the number of shares of our common stock authorized for issuance under the Amended and Restated 2016 Long-Term Incentive Compensation Plan; “FOR” the approval of the issuance of shares of our common stock to repay the outstanding principal amount of the ICAM Promissory Note and pay the Earnouts (if required); “FOR” the ratification of the Corporation’s independent registered public accounting firm; and “FOR” the approval, on an advisory basis, of the compensation of our named executive officers.

10.	What vote is required to approve each item?

To conduct business at the Annual Meeting, a quorum must be established. Pursuant to our Amended and Restated Bylaws (our “Bylaws”), a quorum is established by the presence, in person (virtually) or by proxy of holders, of a majority of our outstanding stock and entitled to vote thereat.

If you indicate “ABSTAIN,” your vote will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting, but will not be considered a vote cast with respect to the election of any director nominee or any other proposal. You are not entitled to cumulative voting in the election of directors.

As described below, broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting, but will not be considered votes cast with respect to the election of any director nominee, the approval of the increase of the number of shares of our common stock authorized for issuance under the Amended and Restated 2016 Long-Term Incentive Compensation Plan, the approval of the issuance of shares of our common stock to repay the outstanding principal amount of the ICAM Promissory Note and pay the Earnouts (if required) or the advisory vote on executive compensation.

Proposal		Required Vote
1.	Election of directors	Majority of the shares present at the Annual Meeting
2.	Approval of 2,900,000 additional shares of our common stock authorized for issuance under the Amended and Restated 2016 Long-Term Incentive Compensation Plan	Majority of the shares present at the Annual Meeting
3.	Approval of the issuance of shares of our common stock to repay the outstanding principal amount of the ICAM Promissory Note and pay the Earnouts (if required)	Majority of the shares present at the Annual Meeting
4.	Ratification of independent registered public accounting firm	Majority of the shares present at the Annual Meeting
5.	Advisory vote on executive compensation	Majority of the shares present at the Annual Meeting

11.	What happens if additional items are presented at the Annual Meeting?

We are not aware of any item that may be voted on at the Annual Meeting that is not described in this proxy statement. However, the holders of the proxies that we are soliciting will have the discretion to vote them in accordance with their best judgment on any additional matters that may be voted on, including matters incidental to the conduct of the meeting.

12.	Is my vote confidential?

All voted proxies and ballots will be handled to protect your voting privacy as a stockholder. Confidentiality will not apply to the extent that voting disclosure is required by law or is necessary or appropriate to assert or defend any claim relating to voting.

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Confidentiality will also not apply with respect to any matter for which votes are solicited in opposition to the director nominees or voting recommendations of our Board of Directors, unless the persons engaging in the opposing solicitation provide stockholders with confidential voting comparable to that which we provide.

13.	Where can I find the voting results?

We expect to announce preliminary voting results at the Annual Meeting and to publish final results in a Current Report on Form 8-K that we will file with the SEC within four business days following the meeting. The report will be available on our website at www.greatelmgroup.com.

How You Can Vote

14.	What shares can I vote?

You are entitled to one vote for each share of our common stock that you owned at the close of business on the Record Date. You may vote all shares owned by you on the Record Date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner through a bank, broker or other nominee. On the Record Date, 30,019,372 shares of our common stock were outstanding.

15.	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares through a bank, broker or other nominee rather than having the shares registered directly in their own name. Summarized below are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with our transfer agent, you are the stockholder of record of the shares. As the stockholder of record, you have the right to grant a proxy to vote your shares to representatives from the Corporation or to another person, or to vote your shares in person (virtually) at the Annual Meeting, or any adjournment or postponement thereof. You have received a proxy card to use in voting your shares, which instructs you how to vote.

Beneficial Owner

If your shares are held through a bank, broker or other nominee, it is likely that they are registered in the name of the nominee and you are the beneficial owner of shares held in street name.

As the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct, and you also are invited to virtually attend the Annual Meeting. Your bank, broker, plan trustee or other nominee has provided a voting instruction card for you to use in directing how your shares are to be voted. However, since a beneficial owner is not the stockholder of record, you may not vote your shares in person (virtually) at the Annual Meeting, or any adjournment or postponement thereof, unless you obtain a legal proxy from the registered holder of the shares giving you the right to do so.

16.	How can I vote?

For directions on how to vote, please refer to the following instructions and those included on the Notice or your proxy or voting instruction card. Whether you hold your shares as a stockholder of record or as a beneficial owner, you may direct how your shares are to be voted without virtually attending the Annual Meeting or any adjournment or postponement thereof. If you are a stockholder of record, you may vote by submitting a proxy. If you hold shares as a beneficial owner, you may vote by submitting voting instructions to the registered owner of your shares.

Voting in Person (Virtually). You may vote online during the Annual Meeting, or any adjournment or postponement thereof, those shares that you hold in your name as the stockholder of record prior to the closing of the polls. Beneficial owners should follow the steps set forth in Question 15 above. See Question 23 below regarding how to attend (virtually) the Annual Meeting.

Even if you plan to attend the Annual Meeting virtually, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend.

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Voting by Internet. Stockholders may vote over the Internet by following the instructions on the Notice, proxy or voting instruction card. When voting by internet, stockholders must have available the control number included on their proxy card.

Voting by Telephone. Stockholders of record may vote by telephone by calling the number specified on the Notice or proxy card and following the instructions. When voting by telephone, stockholders must have available the control number included on their proxy card. Most stockholders who are beneficial owners of their shares and have received a voting instruction card may vote by phone by calling the number specified on the voting instruction card provided by their bank, broker or nominee. These stockholders should check the voting instruction card for telephone voting availability.

Voting by Mail. Stockholders who have received a paper copy of the proxy materials may vote by mail by signing, dating and returning their proxy or voting instruction card in the envelope provided. If you only received the Notice and wish to vote by proxy via mail, you may do so by requesting printed copies of the proxy materials and then filling out the proxy card and sending it back in the envelope provided.

17.	How will my shares be voted?

Your shares will be voted as you specifically instruct on your online ballot, proxy card or voting instruction card, as applicable. If you complete and submit your online ballot or sign and return your proxy or voting instruction card without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of Directors and in the discretion of the proxy holders on any other matter that properly comes before the Annual Meeting, or any postponement or adjournment thereof.

18.	Will shares I hold in my brokerage account be voted if I do not provide timely voting instructions?

If your shares are held through a brokerage firm, they will be voted as you instruct on the voting instruction card provided by your broker. If you sign and return your card without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of Directors and in the discretion of the proxy holders on any other matter that properly comes before the Annual Meeting, or any postponement or adjournment thereof.

If you do not provide timely instructions as to how your brokerage shares are to be voted, your broker will have the authority to vote them only on the proposal to ratify the appointment of our independent registered public accounting firm.

Your broker will be prohibited from voting your shares on any of the other proposals. These “broker non-votes” will be counted only for the purpose of determining whether a quorum is present at the meeting and not as votes cast with respect to such other proposals.

19.	Will shares that I own as a stockholder of record be voted if I do not timely complete and submit my online ballot or return my proxy card?

Shares that you own as a stockholder of record will be voted as you instruct on your online ballot, proxy card or voting instruction card, as applicable. If you complete and submit your online ballot or sign and return your proxy card without giving specific instructions, they will be voted in accordance with the recommendations of our Board of Directors and in the discretion of the proxy holders on any other matter that properly comes before the Annual Meeting, or any postponement or adjournment thereof.

If you do not timely complete and submit your online ballot or return your proxy card, your shares will not be voted unless you or your proxy holder virtually attends the Annual Meeting or any adjournment or postponement thereof and votes in person (virtually) as described in Question 16.

20.	When is the deadline to vote?

If you hold shares as the stockholder of record, your vote by proxy must be received before the polls close at the Annual Meeting or any adjournment or postponement thereof. The deadline for voting by Internet or telephone is 11:59 p.m., Eastern Standard Time, on Sunday, November 20, 2022.

If you hold shares as a beneficial owner, please follow the voting instructions provided by your bank, broker or other nominee.

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21.	May I change or revoke my vote?

You may change your vote at any time prior to the vote at the Annual Meeting.

If you are a stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to our Corporate Secretary at the address set forth in Question 24 prior to your shares being voted, or by attending the Annual Meeting and voting in person (virtually). Virtual attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

For shares you hold as a beneficial owner, you may change your vote by timely submitting new voting instructions to your bank, broker or other nominee (which revokes your earlier instructions), or, if you have obtained a legal proxy from the nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person (virtually).

22.	Who will serve as inspector of elections?

The inspector of elections will be a representative of Broadridge Financial Solutions, Inc.

Attending the Annual Meeting

23.	Who can attend the Annual Meeting?

The Annual Meeting has been designed to provide substantially the same opportunities to participate as you would have at an in-person meeting. Stockholders will be able to attend and participate online and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GEG2022AM.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. The Annual Meeting will begin promptly at 8:30 a.m., Eastern Standard Time. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 8:15 a.m.

The Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Stockholders should ensure that they have a strong internet connection if they intend to attend and/or participate in the Annual Meeting. Attendees should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page for assistance. Technical support will be available beginning at 8:15 a.m. Eastern Standard Time on November 21, 2022 through the conclusion of the Annual Meeting.

Stockholder Proposals and Director Nominations

24.	What is the deadline to submit stockholder proposals to be included in the proxy materials for next year’s Annual Stockholders’ Meeting?

Stockholder proposals that are intended to be included in our proxy materials for next year’s Annual Stockholders’ Meeting must be received by our Corporate Secretary no later than June 13, 2023 and must be submitted to Corporate Secretary, Great Elm Group, Inc., 800 South Street, Suite 230, Waltham, MA 02453.

Proposals that are not timely submitted by June 13, 2023 or are submitted to the incorrect address or other than to the attention of our Corporate Secretary will be considered untimely and may, at our discretion, be excluded from our proxy materials. Stockholder proponents must meet the eligibility requirements of the SEC’s Stockholder Proposal Rule (Rule 14a-8), and their proposals must comply with the requirements of that rule to be included in our proxy materials.

See Question 25 for a description of the procedures in our Bylaws through which stockholders may nominate and include director candidates in our proxy statement.

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25.	How may I nominate director candidates or present other business for consideration at an Annual Stockholders’ Meeting?

Stockholders who wish to (1) submit director nominees for inclusion in our proxy materials for next year’s Annual Stockholders’ Meeting or (2) present other items of business directly at next year’s Annual Stockholders’ Meeting must give written notice of their intention to do so in accordance with the deadlines described below to our Corporate Secretary at the address set forth in Question 24. Any such notice also must include the information required by our Bylaws (which may be obtained as provided in Question 27) and must be updated and supplemented as provided in the Bylaws.

Notice of director nominees, or for the presentation of other items of business, must be received not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s Annual Stockholders’ Meeting, unless the date of next year’s Annual Stockholders’ Meeting has been changed by more than 30 days from such anniversary date. In that case, such notice must be received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public announcement of the date of such meeting is first made, whichever first occurs. The period for the receipt from stockholders of any such notice for next year’s Annual Stockholders’ Meeting is currently set to begin on July 24, 2023 and end on August 23, 2023.

These above-mentioned notice requirements applicable under our advance notice Bylaw provisions do not apply to stockholder proposals intended for inclusion in our proxy materials under the SEC’s Stockholder Proposal Rule (Rule 14a-8). The deadline for receiving those proposals is set forth in Question 24. These notice requirements also do not apply to questions that a stockholder may wish to ask at the Annual Stockholders’ Meeting.

In addition to satisfying the notice requirements under our advance notice Bylaw provisions, to comply with the universal proxy rules stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than 60 calendar days prior to the first anniversary date of the Annual Meeting. If the date of the next annual meeting is changed by more than 30 calendar days from the anniversary of the Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the next annual meeting or the 10th calendar day following the day on which public announcement of the date of the next annual meeting is first made. Accordingly, for next year’s Annual Stockholders’ Meeting we must receive such notice no later than September 22, 2023.

26.	How may I recommend candidates to serve as directors?

Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee of our Board of Directors by writing to our Corporate Secretary at the address set forth in Question 24. A recommendation must be accompanied by a statement from the candidate that he or she would give favorable consideration to serving on our Board of Directors and should include sufficient biographical and other information concerning the candidate and his or her qualifications to permit the committee to make an informed decision as to whether further consideration of the candidate would be warranted.

Obtaining Additional Information

27.	How may I obtain financial and other information about GEG?

Our consolidated financial statements are included in our 2022 Annual Report on Form 10-K that accompanies this proxy statement.

We file our Annual Report on Form 10-K with the SEC, located at 100 F Street, N.E., Washington, D.C. 20549. Our Form 10-K and other information that we file with the SEC are available on our website at www.greatelmgroup.com.

We also will furnish a copy of our 2022 Form 10-K (excluding exhibits, except those that are specifically requested) without charge to any stockholder who so requests by writing to our Corporate Secretary at the address set forth in Question 24.

By writing to us, stockholders also may obtain, without charge, a copy of our Bylaws, corporate governance guidelines, codes of conduct and board standing committee charters. You also can view these materials on the Internet by accessing our website at www.greatelmgroup.com.

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28.	What if I have questions for GEG’s transfer agent?

If you are a stockholder of record and have questions concerning share certificates, dividend checks, ownership transfer or other matters relating to your share account, please contact our transfer agent at the following address or phone number:

Computershare

150 Royall Street, Suite 101

Canton, MA 02021

(800) 736-3001

29.	How do I get additional copies of this proxy statement or voting materials?

If you need additional copies of this proxy statement or voting materials, please contact us at:

Great Elm Group, Inc.

Attn: Investor Relations

800 South Street, Suite 230

Waltham, MA 02453

investorrelations@greatelmcap.com

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the Record Date, certain information regarding the beneficial ownership of our common stock by:

•	each of the directors and named executive officers for the fiscal year ended June 30, 2022;

•	all of our current executive officers and directors as a group; and

•	each person known by us to be beneficial owners of 5% or more of our outstanding common stock.

Except as indicated in the footnotes to this table and under applicable community property laws, to our knowledge, the persons named in the table have sole voting and investment power with respect to all shares of common stock. Holders of shares of unvested restricted stock, which are considered issued and outstanding, have voting rights with respect to such shares. For the purposes of calculating percent ownership, as of the Record Date, 30,019,372 shares of common stock were issued and outstanding, and, for any individual or entity that beneficially owns shares represented by (1) options exercisable and restricted stock units vesting within sixty days of the Record Date or (2) PIK Notes or Additional PIK Notes (each as defined below) convertible within sixty days of the Record Date, these shares are treated in each case as if outstanding for that person, but not for any other person.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent Of Class
Directors and Named Executive Officers
Matthew A. Drapkin⁽²⁾	5,526,286	17.3%
Thomas S. Harbin III⁽³⁾	248,603	*
James H. Hugar⁽⁴⁾	166,541	*
Adam M. Kleinman⁽⁵⁾	742,461	2.5%
David Matter⁽⁶⁾	267,096	*
James P. Parmelee⁽⁷⁾	207,425	*
Brent J. Pearson⁽⁸⁾	127,188	*
Peter A. Reed⁽⁹⁾	1,163,939	3.8%
Jason W. Reese⁽¹⁰⁾	7,464,356	23.3%
Eric J. Scheyer⁽¹¹⁾	401,410	1.3%
Jeffrey S. Serota⁽¹²⁾	175,145	*
All current executive officers and directors as a group (12 persons)	16,538,994	47.3%
5% Stockholders
Entities affiliated with Northern Right Capital Management, L.P., 9 Old Kings Hwy S., 4th Floor, Darien, CT 06820⁽¹³⁾	5,228,387	16.4%
Entities affiliated with Imperial Capital Asset Management, LLC, 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410⁽¹⁴⁾	6,899,454	21.5%
Entities affiliated with PC Elfun LLC, 3547 53rd Avenue West, #220, Bradenton, FL 34210⁽¹⁵⁾	2,829,542	8.6%

*	Less than 1% of the outstanding shares of our common stock.

(1)	This table is based upon information supplied by each officer and director, and Schedules 13D and 13G, if any, filed with the SEC. Unless otherwise indicated in the table, the address for each person named above is c/o Great Elm Group, Inc., 800 South Street, Suite 230, Waltham, MA 02453.

(2)

Includes the 5,228,387 shares identified in footnote (13) below and 80,845 shares issuable upon the conversion of 5.00% convertible senior PIK notes due 2030 (“PIK Notes”), including additional PIK Notes issued as interest payments on the PIK Notes (“Additional PIK Notes”), and 217,054 shares of restricted stock directly held by Mr. Drapkin, of which 98,009 shares of Restricted Stock are vested and 119,045 shares of Restricted Stock are unvested and are deferred pursuant to a pre-established deferral election.

(3)	Includes 192,655 shares of vested restricted stock and 14,361 shares of unvested restricted stock.

(4)	Includes 135,248 shares of vested restricted stock and 16,789 shares of unvested restricted stock.

(5)	Includes 257,047 vested stock options, 2,381 unvested stock options, 253,853 shares of vested restricted stock and 136,922 shares of unvested restricted stock.

(6)	Includes 22,142 shares of vested restricted stock and 12,006 shares of unvested restricted stock.

(7)	Includes 166,850 shares of vested restricted stock and 15,575 shares of unvested restricted stock.

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(8)	Includes 64,383 vested stock options, 7,069 unvested stock options, 16,771 shares of vested restricted stock and 29,965 shares of unvested restricted stock.

(9)	Includes 382,047 vested stock options, 2,381 unvested stock options and 249,878 shares of vested restricted stock.

(10)	Includes the 6,899,454 shares identified in footnote (14) below and 366,242 shares of vested restricted stock and 198,660 shares of unvested restricted stock directly held by Mr. Reese.

(11)

Includes 210,197 shares issuable upon conversion of the PIK Notes, including the Additional PIK Notes, and 175,638 shares of vested restricted stock and 15,575 shares of unvested restricted stock. Mr. Scheyer disclaims beneficial ownership of certain securities issuable upon conversion of the PIK Notes, except to the extent of his pecuniary interest therein.

(12)	Includes 161,997 shares of vested restricted stock and 13,148 shares of unvested restricted stock.

(13)

Based on information furnished in a Schedule 13D/A filed with the SEC on July 18, 2022, jointly by Northern Right Capital Management, L.P. (“Northern Right”), Northern Right Capital (QP), L.P. (“Northern Right QP”), NRC Partners I, LP (“NRC”), BC Advisors, LLC (“BCA”) and Matthew A. Drapkin. Northern Right reported sole voting and dispositive power over 2,618,850 shares of our common stock, which includes 970,130 shares of our common stock issuable upon the conversion of the PIK Notes to the separate managed accounts on behalf of investment advisory clients (“Managed Accounts”) and reported shared voting and dispositive power of 2,441,541 shares of our common stock currently held by Northern Right QP and NRC, which includes 889,286 shares of our common stock issuable upon conversion of the PIK Notes to Northern Right and NRC. Northern Right QP reported sole voting and dispositive power over 1,853,894 shares of our common stock, which includes 404,221 shares of our common stock issuable upon the conversion of the PIK Notes. NRC reported sole voting and dispositive power over 587,647 shares of our common stock, which includes 485,065 shares of our common stock issuable upon the conversion of the PIK Notes. BCA and Mr. Drapkin reported shared voting and dispositive power over 5,060,391 shares of our common stock, which includes 1,859,416 shares of our common stock issuable upon conversion of the PIK Notes. The 5,228,387 shares listed in the table above includes an additional 167,996 shares of our common stock, in the aggregate, reported by Northern Right on subsequently filed Form 4s.

(14)

Based on information furnished in a Schedule 13D/A filed with the SEC on June 13, 2022, jointly by Long Ball Partners, LLC (“Long Ball”), ICAM, the managing member and investment manager of Long Ball, and Jason Reese, the Chairman and Chief Executive Officer of ICAM and portfolio manager of Long Ball. Long Ball reported beneficial ownership of 5,202,692 shares of our common stock and ICAM reported beneficial ownership of 6,572,676 shares of our common stock (as to which each of Long Ball and ICAM claims shared voting and dispositive power), each of which includes 2,019,129 shares of our common stock issuable upon the conversion of the PIK Notes. In addition to the information furnished in the aforementioned Schedule 13D/A filed with the SEC on June 13, 2022, on June 30, 2022, we issued Additional PIK Notes. The 6,899,454 shares listed in the table above includes an additional 268,926 shares of our common stock, in the aggregate, reported by Long Ball, ICAM and Jason Reese on subsequently filed Form 4s. The 6,899,454 shares of our common stock listed in the table above also includes an additional 50,478 shares of our common stock issuable upon the conversion of the Additional PIK Notes issued since the aforementioned Schedule 13D/A.

(15)

Based on information furnished in a Schedule 13G filed with the SEC on February 9, 2022, jointly by PC Elfun LLC, Pine Crest Capital LLC, Michael Hughes and Daniel J. Hopkins in which each reported beneficial ownership of 2,627,529 shares of our common stock (as to which each claims shared voting and dispositive power), which includes 2,627,529 shares of our common stock issuable upon the conversion of PIK Notes. In addition to the information furnished in the aforementioned Schedule 13G filed with the SEC on February 9, 2022, on June 30, 2022, we issued Additional PIK Notes. The 2,829,542 shares of our common stock listed in the table above includes an additional 69,013 shares of our common stock issuable upon the conversion of the Additional PIK Notes issued since the aforementioned Schedule 13G.

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PROPOSALS TO BE CONSIDERED AND VOTED ON

Proposals 1, 2, 3, 4 and 5 are included in this proxy statement at the direction of our Board of Directors. Our Board of Directors recommends that you vote “FOR” each nominee in Proposal 1 and “FOR” each of Proposals 2, 3, 4 and 5.

Proposal 1: Election of Directors

The Board of Directors currently has eight members. Directors are elected at each Annual Stockholders’ Meeting for terms expiring at the next Annual Stockholders’ Meeting. The Board of Directors expects to approve a decrease in the size of the Board of Directors from eight directors to six, concurrent with the Annual Stockholders’ Meeting.

The Nominating and Corporate Governance Committee recommended and our Board of Directors nominated the following six individuals for election as directors, all of whom currently are directors:

James H. Hugar

Chair

✔

David Matter

✔⁽¹⁾

Jason W. Reese

Eric J. Scheyer

✔

Matthew A. Drapkin

Chair

✔

James P. Parmelee

✔

Chair

(1)	Mr. Matter will become a member of the Audit Committee, effective as of Mr. Matter’s reelection as director at the Annual Stockholders’ Meeting.

Properly executed proxies will be voted for these six nominees, unless other instructions are specified. If any nominee should become unavailable to serve, the proxies may be voted for a substitute nominee designated by our Board of Directors, or our Board of Directors may reduce the authorized number of directors. In no event may the proxies be voted for more than six nominees. Election of directors requires the receipt of “FOR” votes constituting a majority of the votes cast for each nominee at the Annual Meeting, assuming a quorum is present.

Our Board of Directors determined that each nominee, except Mr. Reese, is an independent director. Our Board of Directors determines the independence of our directors by applying independence principles and standards established by Nasdaq. Based on these standards, our Board of Directors determined that Mr. Reese is not independent, due to his position with ICAM. See “Corporate Governance—Certain Relationships and Related Transactions, and Director Independence.”

Information about the Director Nominees

Biographical information regarding each director nominee and his qualifications to serve as a director is set forth on the succeeding pages. The year shown as election as a director is the year that the director nominee was first elected as one of our directors. Unless otherwise indicated, each director nominee held his principal occupation or other positions with the same or predecessor organizations for at least the last five years. There are currently no family relationships among any director nominee or executive officer.

James H. Hugar is 76 years old and has been a member of our Board of Directors since March 2020. Mr. Hugar was previously a member of the Board of Directors of Vitesse Semiconductor Corporation from 2009 until its acquisition in April 2015. Mr. Hugar was also on the Board of Advisors of American Relocation & Logistics, Inc., a privately-held company, until its sale in December, 2017. Mr. Hugar retired from Deloitte & Touche, LLP where he was an audit partner from 1982 to 2008, specializing in the financial service industry. Prior to his retirement, he served as the partner-in-charge of the Southern California Investment Company and Broker/Dealer Practice Unit. Mr. Hugar holds a BS degree in Accounting from Pennsylvania State University and a MSBA degree from the University of California, Los Angeles and is a Certified Public Accountant

Mr. Hugar brings to our Board of Directors extensive financial and accounting experience.

David Matter is 53 years old and has been a member of our Board of Directors since May 2022. Mr. Matter was previously a Managing Director at BlackRock where he served as the Co-Chief Investment Officer of BlackRock

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Alternative Advisors (BAA), BlackRock’s Hedge Fund Solutions team. He chaired the BAA Investment Committee and was also a member of the BAA Management Committee and the Co-Investment Portfolio Management Group. Mr. Matter started his career as a financial analyst with American Funds-Capital Group and Bankers Trust before joining Quellos Group in 1998. At Quellos he was a Principal and member of the Investment Committee responsible for management of Absolute Return Strategy portfolios and Investment Research. The alternative investment management business of Quellos was subsequently acquired by BlackRock in 2007 where Mr. Matter stayed on. Mr. Matter earned a BA with a concentration in international relations from the University of Pennsylvania, an MBA with honors and an MA in international studies, both from the University of Washington, and holds the Chartered Financial Analyst (“CFA”) designation from the CFA Institute.

Mr. Matter brings to our Board of Directors investment expertise and extensive experience in capital markets.

Jason W. Reese is 56 years old and is the Executive Chairman of our Board of Directors. Mr. Reese is the Co-Founder, Chairman and Chief Executive Officer of ICAM and the Co-Founder and Executive Committee Member of Imperial Capital, LLC (“Imperial Capital”), both founded in 1997. ICAM is a registered investment advisor which has managed various hedge funds, investment partnerships, a private REIT and a private equity fund. Imperial Capital is a registered broker-dealer and an affiliate of ICAM. Prior to Imperial Capital Group, Mr. Reese was a principal with Gordon Investment Corporation, a merchant banking firm in New York and Dallas, where he focused on investing in distressed real estate transactions, high yield securities and leveraged buyouts. Prior to his time with Gordon, Mr. Reese worked in the Corporate Finance Group at PaineWebber in New York. Mr. Reese is currently on the board of directors of City Ventures, LLC, a California-based private home builder. Mr. Reese graduated with honors from Yale University with a B.S. in Electrical Engineering.

Mr. Reese brings to our Board of Directors investment expertise and extensive experience in capital markets.

Eric J. Scheyer is 57 years old and has been a member of our Board of Directors since February 2020. Mr. Scheyer is a partner at Magnetar Capital, member of the Magnetar Management Committee and Magnetar Investment Committee and head of the Energy and Infrastructure group. Prior to joining Magnetar in 2005, Mr. Scheyer spent two years as a consultant at Caxton Associates. Prior to Caxton, Mr. Scheyer was a principal of Decorel Incorporated where he served as President of Decorel S.A. de C.V. and Executive Vice President of Decorel Inc. until the sale of the company to Newell Rubbermaid. Mr. Scheyer began his career at Donaldson, Lufkin & Jenrette focusing on the oil and gas sector. Previously, Mr. Scheyer served on the board of managers of Lightfoot Capital Partners GP LLC and the board of directors of Arc Logistics Partners LP. Mr. Scheyer holds a Bachelor of Arts in History from Trinity College in Hartford, Connecticut.

Mr. Scheyer brings to our Board of Directors investment expertise and extensive experience in capital markets.

Matthew A. Drapkin is 49 years old and is the Vice Chairman of our Board of Directors. He has been a member of our Board of Directors since April 2017. Mr. Drapkin is Chief Executive Officer & Portfolio Manager of Northern Right Capital, an alternative asset manager focused on small and mid-cap public companies.

Mr. Drapkin currently serves as Executive Chairman of Boardroom Alpha, Inc., an analytics company, and as the Chairman of the board of directors of Great Elm Capital Corp. (“GECC”), a business development company. Mr. Drapkin previously served on the board of directors of Intevac, a publicly-traded provider of equipment solutions to the hard-disk drive industry and high-sensitivity imaging products, primarily for the defense market, as Chairman of the Board of Ruby Tuesday, a restaurant operator, Lead Independent Director of Hot Topic, a specialty retailer, and a director of Xura (formerly known as Comverse), a provider of telecommunications businesses solutions, Glu Mobile, a mobile gaming company, Plato Learning, a provider of curriculum management, and Alloy, a diversified media company. Before joining Northern Right Capital in December 2009, Mr. Drapkin had extensive investment experience, including his work as Head of Research, Special Situations, and Private Equity at ENSO Capital, a New York-based hedge fund, and Senior VP of Corporate Development at MacAndrews & Forbes, where he participated in more than $3 billion of transactions, including Scientific Games, Deluxe Entertainment Services, AM General, and Scantron. Prior to MacAndrews & Forbes, Mr. Drapkin served as General Manager of two of Condé Nast publications’ wholly-owned Internet sites, Epicurious.com and Concierge.com, and headed Conde Nast’s Internet venture investment effort. Mr. Drapkin began his career as an investment banker at Goldman, Sachs and Co where he advised companies on corporate finance and M&A matters. He holds a J.D. from Columbia Law School, an M.B.A. from Columbia Business School, and a B.A. in American History from Princeton University.

Mr. Drapkin brings to our Board of Directors investment expertise and extensive experience in capital markets.

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James P. Parmelee is 56 years old and has been a member of our Board of Directors since June 2017. Mr. Parmelee is a managing director of Hamilton Robinson Capital Partners, a private equity firm that invests in middle-market specialty manufacturing, industrial technology and business services companies in the U.S. and Canada. Mr. Parmelee currently serves on the board of directors of PNE LLC based in Longview, WA, GrayMatter Systems based in Pittsburgh, PA and Tanknology, based in Austin, TX.

Mr. Parmelee is a former member of the board of directors of The Meet Group based in New Hope, PA. Previously, Mr. Parmelee was a Partner in Peak Ten Management, a long/short equity fund backed by Tiger Management LLC focused on investing in the global information technology sector. Mr. Parmelee was responsible for the firm’s investments in the software, IT infrastructure and Internet verticals. Prior to joining Peak Ten Management, Mr. Parmelee was a partner in Union Square Advisors LLC, a strategic advisory firm. Mr. Parmelee led the firm’s global IT infrastructure practice providing strategic M&A advisory services to the firm’s clients. From 1992 to 2004, Mr. Parmelee was a senior equity research analyst responsible for coverage of the data networking and telecommunications equipment sectors, primarily at Credit Suisse First Boston where he was most recently a Managing Director and served as the Global Coordinator of Technology Research for the firm. He holds an M.B.A. from Columbia Business School and a B.A. in Economics from Trinity College-Hartford.

Mr. Parmelee brings to our Board of Directors investment expertise and extensive experience in capital markets.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

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Proposal 2: Approval of 2,900,000 Additional Shares for Issuance Under the Amended and Restated 2016 Long-Term Incentive Compensation Plan

Background and Rationale

We are asking our stockholders to consider and approve an increase of the number of shares of our common stock authorized for issuance (the “LTIP Increase”) under our Amended and Restated 2016 Long-Term Incentive Compensation Plan (the “Amended and Restated LTIP”). Our Board of Directors approved the LTIP Increase on September 22, 2022, subject to approval by our stockholders at the Annual Meeting. If this Proposal 2 is approved by our stockholders, the LTIP Increase will become effective upon the date of the Annual Meeting. In the event that our stockholders do not approve this Proposal 2, the LTIP Increase will not become effective and the Amended and Restated LTIP will continue in its current form.

Our sole reason for asking stockholders to approve this Proposal 2 is to increase the number of common shares, par value $0.001 per share, authorized for issuance under the Amended and Restated LTIP by 2,900,000.

The full text of the Amended and Restated LTIP, as amended by the LTIP Increase, is attached hereto as Appendix A. The description of the Amended and Restated LTIP contained in this proposal is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix A.

Purpose and Key Features of the Amended and Restated LTIP

The Amended and Restated LTIP is an equity incentive plan that is designed to align management interests with those of stockholders, provide opportunities for wealth creation and ownership, and encourage a long-term focus, all of which we believe promotes director and employee retention. The Amended and Restated LTIP is designed to promote our long-term success and increase stockholder value by attracting, motivating and retaining our non-employee directors, officers, employees and consultants. It contains features that are consistent with good governance as well as the interests of stockholders, including the following:

•	Fair Market Value Grants. The exercise price of each option or stock appreciation right may not be less than the fair market value of our common stock on the date of grant.

•	No Repricing. To better align our executive officers’ long-term interests with those of our stockholders, the Amended and Restated LTIP does not allow the repricing of stock grants once they are awarded, without prior stockholder approval.

•	Flexibility. The Amended and Restated LTIP was designed with the flexibility to award stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance unit awards, performance share awards, cash-based awards and other equity-based awards to eligible persons.

•	Committee Administration. The Amended and Restated LTIP is administered by a compensation committee composed solely of independent members of our Board of Directors.

•

Limited Share Recycling Provisions. Subject to the Amended and Restated LTIP’s share counting rules, shares covered by an award granted under the Amended and Restated LTIP will not be counted as used until they are actually issued and delivered to a participant. The following shares will not be added back to the aggregate share limit under the Amended and Restated LTIP: (1) shares tendered or otherwise used in payment of an option’s exercise price; (2) shares withheld or otherwise used by us to satisfy tax withholding obligations; (3) shares subject to an appreciation right that are not actually issued in connection with its share settlement on exercise; and (4) shares that are repurchased by us with option proceeds.

Why We Believe You Should Vote for this Proposal

We believe our future success depends in part on our ability to attract, motivate, and retain high quality employees and directors and that the ability to provide equity-based and incentive-based awards under the Amended and Restated LTIP is critical to achieving this success. The use of common shares as part of our compensation program is also important because equity-based awards are an essential component of our compensation for key employees, as they help link compensation with long-term stockholder value creation and reward participants based on service and/or performance.

Based on the closing price on the NASDAQ Stock Market for our common shares on the Record Date of $2.05 per share, the aggregate market value as of the Record Date of the new 2,900,000 shares of common stock requested under the LTIP Increase is $5,945,000.

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If the LTIP Increase is approved, we intend to utilize the shares authorized under the Amended and Restated LTIP, as amended by the LTIP Increase, to continue our practice of incentivizing key individuals through equity grants. We currently anticipate that the shares requested in connection with the approval of the LTIP Increase, together with the remaining shares available under the LTIP as of the date hereof, will last for about 5 years, based on our historic grant rates and the approximate current share price, but could last for a different period of time if actual practice does not match recent rates or our share price changes materially.

Material Changes to Amended and Restated LTIP as a result of the LTIP Increase

The only material change to the Amended and Restated LTIP contemplated by the LTIP Increase is an increase in the number of common shares authorized for issuance thereunder by 2,900,000 (from 6,050,000, of which 1,268,819 shares remain available for awards as of June 30, 2022, to 8,950,000).

Description of the Amended and Restated LTIP

The following is a summary of the material features of the Amended and Restated LTIP, but does not describe all of its terms. Therefore, you are encouraged to read the complete text of the Amended and Restated LTIP, as amended by the LTIP Increase, included as Appendix A to this proxy statement. Capitalized terms used in this Proposal 2 are defined in the Amended and Restated LTIP. In the event of any inconsistency between the Amended and Restated LTIP and this summary, the Amended and Restated LTIP will control.

Administration of the Amended and Restated LTIP

The Compensation Committee has the exclusive authority to operate, manage and administer the Amended and Restated LTIP in accordance with its terms and conditions. As administrator of the Amended and Restated LTIP, the Compensation Committee has the authority to grant awards to those individuals who are eligible to receive awards under the Amended and Restated LTIP. Among other things, the Compensation Committee has the power to determine the non-employee directors, employees and consultants who will be granted awards, the size and types of awards, the terms and conditions of awards, and the form and content of the award agreements. The Compensation Committee is also authorized to establish, administer and waive terms, conditions and performance goals of outstanding awards and to accelerate the vesting or exercisability of awards, in each case, subject to limitations contained in the Amended and Restated LTIP. The Compensation Committee also has the authority to interpret the Amended and Restated LTIP and award agreements and has the authority to correct any defects, supply any omissions and reconcile any inconsistencies in the Amended and Restated LTIP and/or any award agreements. The Compensation Committee’s decisions and actions concerning the Amended and Restated LTIP are final and conclusive. Within the limitations of the Amended and Restated LTIP and applicable law, the Compensation Committee may delegate its responsibilities under the Amended and Restated LTIP to persons selected by it. Our Board of Directors is permitted, under certain circumstances, to exercise all of the Compensation Committee’s powers under the Amended and Restated LTIP.

Eligible Participants

Our employees and consultants and those of our eligible subsidiaries and affiliates, as well as our non-employee directors, are eligible to receive awards under the Amended and Restated LTIP, as determined by the Compensation Committee in its discretion. As of the Record Date, we had approximately 10 employees, 8 non-employee directors and three consultants who were eligible to participate in the Amended and Restated LTIP. The basis for participation in the Amended and Restated LTIP is being eligible and selected by the Compensation Committee or its designee to receive a grant thereunder.

Shares Subject to the Amended and Restated LTIP

Upon the effectiveness of the LTIP Increase, up to 8,950,000 shares, subject to adjustment in the event of certain corporate events, stock splits, and similar transactions, may be issued pursuant to awards granted under the Amended and Restated LTIP. The shares subject to awards under the Amended and Restated LTIP may be authorized and unissued shares, or previously issued shares we re-acquired.

The aggregate number of shares subject to awards granted under the Amended and Restated LTIP will not be reduced by (i) shares of our common stock subject to awards that have been canceled, expired, forfeited or settled in cash or (ii) shares of our common stock issued in lieu of cash compensation based on fair market value. In addition, any

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shares subject to an award or portion of an award that is forfeited, terminated or settled for cash or otherwise expires will be available for future awards under the Amended and Restated LTIP. If we or one of our subsidiaries acquires or combines with another company, any awards that may be granted under the Amended and Restated LTIP in substitution or exchange for outstanding stock options or other awards of the other company will not reduce the shares available for issuance under the Amended and Restated LTIP.

However, the aggregate number of shares available for issuance of awards under the Amended and Restated LTIP will be reduced by shares withheld by GEG, tendered or otherwise used in payment of the exercise price of an option; shares withheld or otherwise used by GEG to satisfy a tax withholding obligation; shares subject to a SAR that are not actually issued in connection with the settlement thereof; and shares reacquired by GEG on the open market or otherwise using cash proceeds from the exercise of options.

Types of Awards

Under the Amended and Restated LTIP, the Compensation Committee is authorized to grant stock options, stock appreciation rights, restricted stock and restricted stock unit awards, performance units, performance shares, cash-based awards, and other stock-based awards.

Stock Options. A stock option is the right to purchase a specified number of shares of our common stock in the future at a specified exercise price and subject to the other terms and conditions specified in the award agreement and Amended and Restated LTIP. Stock options may either be granted in the form of incentive stock options, which may be eligible for special tax treatment under the Code, or nonqualified stock options. The Compensation Committee sets the exercise price of each stock option, which cannot be less than 100% of the fair market value of our common stock at the time of grant. The terms of any incentive stock option granted under the Amended and Restated LTIP must comply with the provisions of Section 422 of the Code. Stock options granted in substitution or exchange for stock options or awards of another company involved in a corporate transaction with us or a subsidiary will have an exercise price that is intended to preserve the economic value of the award that is replaced. The exercise price of any stock options may be paid in cash, shares of common stock already owned by the option holder, or any other method the Compensation Committee approves, such as a cashless broker-assisted exercise, that complies with applicable law, or any combination of these methods.

Stock options are evidenced by an award agreement specifying the exercise price, the vesting schedule, the number of options granted, and the other terms of the stock option. Stock options expire at the time set forth in the agreement, however no stock option shall be exercisable later than ten years from the date of grant. Unless the award agreement provides otherwise, the Amended and Restated LTIP provides that stock options terminate immediately upon the termination of a participant’s employment or service, although the Compensation Committee may determine in its discretion that option awards may be exercised following such termination.

Stock Appreciation Rights. A stock appreciation right (“SAR”) is the right to receive the appreciation in the fair market value of our common stock between the date of grant and the exercise date for the number of shares of our common stock that are exercised. The Compensation Committee sets the grant price for each SAR. A SAR may be granted as a stand-alone award, or in tandem with the grant of a stock option. When a SAR is exercised, the holder is entitled to an amount equal to the difference between (a) the exercise price of the SAR and (b) the fair market value of a share of our common stock on the date the SAR is exercised. SARs granted with a stock option will be exercisable or terminate only when the related stock option is exercisable or terminates. A stock option will no longer be exercisable to the extent that the holder exercises the related SAR. Likewise, a SAR will not be exercisable to the extent that a related stock option is exercised. SARs may be settled in cash, shares or a combination of cash and shares.

Each SAR is evidenced by an award agreement specifying the exercise price, the vesting schedule, the number of shares granted, and the other terms of the SAR. SARs expire at the time set forth in the award agreement, and any SAR granted in tandem with a stock option will have the same term as the related stock option. No SAR will be exercisable more than 10 years after it is granted. When a participant’s service terminates, the unvested portion of the SAR will be forfeited unless otherwise provided in the award agreement. Unless the applicable award agreement or certificate provides otherwise, the Amended and Restated LTIP provides that SARs cease to be exercisable upon the termination of a participant’s employment or service, though the Compensation Committee may determine in its discretion that an option award may be exercised following such termination.

Restricted Stock and Restricted Stock Unit Awards. Restricted stock is an award of shares of our common stock that vests in accordance with the terms and conditions set forth in the award agreement. Until the applicable restrictions lapse, the shares are subject to forfeiture and may not be sold or otherwise disposed of by the participant who holds

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them. After all conditions and restrictions applicable to such shares of restricted stock have been satisfied or lapse, such them. After all conditions and restrictions applicable to such shares of restricted stock have been satisfied or lapse, such shares shall become freely transferable by such participant.

Restricted stock units confer the right to receive shares at a future date and are denominated in units of shares of our common stock. No shares of stock actually are issued to the recipient of a restricted stock unit on the grant date. Instead, when a restricted stock unit award vests, it is settled by a delivery of shares, a cash payment determined by the then-current fair market value of the shares, or a combination of shares and cash.

Each restricted stock award or restricted stock unit is evidenced by an award agreement specifying the number of shares, the vesting schedule, the vesting conditions, and the other terms of the restricted stock award or restricted stock unit. Vesting of restricted stock awards and restricted stock units may be based on continued employment or service and/or satisfaction of performance goals or other conditions established by the Compensation Committee. Unless set forth in the award agreement, a recipient of restricted stock will have the rights of a stockholder during the restriction period, including the right to receive any dividends, which may be subject to the same restrictions as the restricted stock. A recipient of restricted stock units will have none of the rights of a stockholder unless and until shares are actually delivered to the participant. Upon termination of employment or a period of service, or failure to satisfy other vesting conditions, a participant’s unvested shares of restricted stock and unvested restricted stock units are forfeited, unless the participant’s award agreement, or the Compensation Committee, provides otherwise.

Performance Units, Performance Shares and Cash-Based Awards. Performance units, performance shares and/or cash-based awards granted to a participant are amounts credited to a bookkeeping account established for the participant. Each performance unit shall have an initial value that is established by the Compensation Committee at the time of grant. Each performance share shall have an initial value equal to the fair market value of a share on the date of grant. Each cash-based award shall have a value that is determined by the Compensation Committee. After a performance unit, performance share or cash-based award has vested, the participant will be entitled to receive a payout of cash, shares of our common stock, or a combination thereof depending upon the extent to which performance goals or other conditions the Compensation Committee established at the time of grant are satisfied. The number of performance units, performance shares and cash-based awards granted to a participant is determined by the Compensation Committee. A participant’s award agreement describes the effect of a termination of employment on the participant’s performance units, performance shares or cash-based award. The Compensation Committee shall determine the extent to which any pre-established performance goals or other terms and conditions of the awards have been attained (or not attained) at the completion of the performance period. The Compensation Committee may, in its discretion, waive any such performance goals and/or other terms and conditions relating to any such award. The performance goals applicable to payment of performance units, performance shares and/or cash-based awards may provide for a targeted level or levels of achievement.

Other Stock-Based Awards. The Compensation Committee may grant to participants other awards (which may include rights to dividends and dividend equivalents) that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of our common stock. Other stock-based awards may be granted either alone or in addition to other stock awards granted under the Amended and Restated LTIP. Each other stock-based award will be evidenced by an agreement specifying the date of grant, the number of shares or cash equivalent subject to the award, and other terms of the award. The Compensation Committee will determine the effect of a termination of employment or service on a participant’s other stock-based awards.

Fair Market Value

Fair market value is generally defined by the Amended and Restated LTIP as the last sale price reported for our common stock on the primary stock exchange where our common stock is traded on the date for which fair market value is being determined. In the event no sale is reported on that date, the fair market value is the last sale price on the last preceding day on which a sale was reported. The closing per share trading price of our common stock on the Record Date was $2.05.

Limitations on the Number of Shares that may be Awarded to a Participant under the Amended and Restated LTIP

No participant may receive stock options and SARs for more than 1,000,000 shares in any fiscal year. In connection with a participant’s commencement of service for us or any of our subsidiaries or affiliates, a participant may be granted stock options and SARs for up to an additional 3,000,000 shares. The foregoing limits are subject to adjustment in the event of certain corporate events, stock splits, and similar transactions. In addition, no non-employee director may receive awards

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for service in any fiscal year that, together with any cash compensation payable for such fiscal year, have a grant date value of more than $500,000 (or $750,000 for the chair and/or vice chair).

Adjustments to the Shares Available for Issuance under the Amended and Restated LTIP

In the event of any corporate event or transaction, such as a reclassification, recapitalization, merger, consolidation, reorganization, issuance of warrants or rights, dividend or other distribution, stock split or reverse stock split, spin-off, split-up, combination or exchange of shares, repurchase of shares, or other similar change in corporate structure, partial or complete liquidation of our company or distribution (other than normal cash dividends) to our stockholders, or any similar corporate event or transaction, the Compensation Committee shall substitute or adjust, as applicable, the number, class and kind of securities which may be delivered, the size of the plan reserve, and the individual participant limits, in order to prevent dilution or enlargement of participants’ rights under the Amended and Restated LTIP. The Compensation Committee shall also make appropriate adjustments and modifications in the terms of any outstanding awards to reflect any such events, adjustments, substitutions or changes. The Compensation Committee’s adjustment shall be effective and binding for all purposes of the Amended and Restated LTIP, subject to the restrictions specified in the Amended and Restated LTIP.

Repricing of Stock Options or SARs

Except for adjustments to reflect the effects of certain corporate transactions, the exercise price of stock options and the grant price of SARs may not be lowered, stock options and SARs may not be cancelled or exchanged for stock options or SARs with a lower exercise price or grant price, and stock options and SARs with an exercise price or grant price, as the case may be, that is higher than the current fair market value may not be cancelled in exchange for cash or any other type of award, in each case without prior stockholder approval.

Transferability of Awards

Except as otherwise determined by the Compensation Committee, no award and no right under any award may be assigned, sold or transferred by a participant other than by will or by the laws of descent and distribution. The Compensation Committee may permit transferability for certain awards, on a general or specific basis, and may impose conditions and limitations on any permitted transferability, provided that no award may be transferred for value or other consideration without first obtaining approval by our stockholders.

Clawback Policy

Awards made under the Amended and Restated LTIP will be subject to recoupment, clawback or similar policy as in effect from time to time, as well as similar provisions of applicable law. These policies may require repayment or forfeiture of awards and payouts under certain circumstances.

Change of Control

In the event of a change of control, as defined in the Amended and Restated LTIP, the Compensation Committee, in its discretion and on such terms and conditions as it deems appropriate, may take any of the following actions: provide that any outstanding awards become vested, non-forfeitable and/or exercisable; cancel or terminate restrictions or other conditions applicable to awards or deem any performance goals achieved; remove from awards any restrictions on transfer, sale, assignment, pledge or other disposition; treat target payment opportunities attainable under any performance-based awards as fully or partially earned immediately prior to the effective date of the change of control; substitute for each share subject to an award the consideration received by stockholders in the transaction; convert awards into a right to receive cash equal to the spread between the exercise price, grant price or outstanding unpaid purchase price, as applicable, and the highest price per share paid in the transaction or, if higher, the highest fair market value of a share during the 30 consecutive business days immediately prior to the closing date of the transaction, multiplied by the number of shares subject to such award; and provide that an award can or cannot be exercised after, or will otherwise terminate or not terminate as of, a change of control; or provide that awards be exercised after, or will otherwise terminate or not terminate as of, a change of control; or provide that awards be assumed or replaced. If an award is not assumed or replaced, then such award will: become fully vested, non-forfeitable and/or exercisable; have its restrictions, performance goals or other conditions cancelled, terminated or deemed achieved; have any restrictions on transfer, sale assignment, pledge or other disposition with respect to such award lapse; and have any target payment opportunities under such outstanding performance-based award deemed to have been fully earned for the entire performance period immediately prior to the change of control.

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Unless otherwise provided in an award agreement, if a participant with respect to whom an award has been assumed or replaced is terminated without “cause” or for “good reason” by us, an affiliate or a subsidiary after the change of control, all outstanding awards held by such terminated employee will: become fully vested, non-forfeitable and/or exercisable; have their restrictions, performance goals or other conditions cancelled, terminated or deemed achieved; or have any restrictions on transfer, sale assignment, pledge or other disposition lapse.

However, with respect to outstanding performance-based awards not assumed or replaced, such awards: will be deemed achieved for the entire performance periods immediately prior to the change of control; any awards denominated in shares will be paid a pro rata number of shares (or, in the discretion of the Compensation Committee, the equivalent fair market value in cash of such shares) based on the target or, if greater, actual performance; and any such awards denominated in cash will be paid a pro rata amount of cash, in either case for the length of the performance period prior to either the change of control or an individual’s termination of service, as applicable.

Term of the Amended and Restated LTIP

The Amended and Restated LTIP, as amended by the LTIP Increase, will become effective upon approval by our stockholders and will remain in effect until all shares subject to the Amended and Restated LTIP have been delivered and any restrictions on such shares have lapsed, unless the Amended and Restated LTIP is terminated earlier by our Board of Directors. No awards may be granted under the Amended and Restated LTIP on or after June 15, 2026.

Amendments, Modification or Termination of the Amended and Restated LTIP

Our Board of Directors may amend, alter, suspend, discontinue or terminate the Amended and Restated LTIP or any portion of it at any time. However, changes that would increase the maximum number of shares which may be sold or awarded under the Amended and Restated LTIP, decrease the minimum stock option price or grant price, change the class of persons eligible to receive awards under the Amended and Restated LTIP, extend the duration of the Amended and Restated LTIP or the period during which stock options or SARs may be exercised, or that otherwise require stockholder approval to comply with any applicable law, regulation or rule may not be made without stockholder approval.

The Compensation Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any awards granted under the Amended and Restated LTIP. Any such action that would adversely affect the right of any participant shall not be made without the consent of the affected participant. Notwithstanding the foregoing, the Compensation Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, awards in recognition of unusual or nonrecurring events affecting us or any of our affiliates, or financial statements of ours or any of our affiliates, or of changes in applicable laws, regulations, or accounting principles, whenever the Compensation Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Amended and Restated LTIP.

New Plan Benefits

Following the approval of the Amended and Restated LTIP, in fiscal 2023, each of the Company’s non-employee directors will receive their regularly scheduled annual grant of restricted stock units valued at $65,000 (measured by our closing stock price on the date of grant and subject to vesting and proration, as further described below). However, other than with respect to these director grants, it is not possible to determine the specific amounts and types of awards that may be awarded in the future under the Amended and Restated LTIP because the grant and actual pay-out of awards under the Amended and Restated LTIP are subject to the discretion of the plan administrator.

Name and Position			Dollar Value ($)
Named Executive Officers
Peter A. Reed (Chief Executive Officer)			N/A
Brent J. Pearson (Chief Financial Officer and Chief Accounting Officer)			N/A
Adam K. Kleinman (President)			N/A
Executive Group			N/A
Non-Executive Director Group			520,000
Non-Executive Officer Employee Group			N/A

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Historical Grant Information

Since its inception, the following aggregate amount of option and RSU grants have been made under the Amended and Restated LTIP:

Name and Position	Number of Option Shares (#)	Number of RSUs (#)
Named Executive Officers
Peter A. Reed (Chief Executive Officer)	731,308	25,381
Brent J. Pearson (Chief Financial Officer and Chief Accounting Officer)	104,904	13,563
Adam K. Kleinman (President)	464,318	25,381
Executive Group	1,300,530	64,325
Non-Executive Officer Director Group	—	845,742
Non-Executive Officer Employee Group	524,733	22,122

Federal Income Tax Consequences under the Amended and Restated LTIP

The following discussion of certain U.S. federal income tax consequences of awards under the Amended and Restated LTIP is based on current U.S. federal tax laws and regulations and does not purport to be a complete discussion. This description may differ from the actual tax consequences incurred by any individual recipient of an award. Moreover, existing law is subject to change by new legislation, by new regulations, by administrative pronouncements and by court decisions, or by new or clarified interpretations or applications of existing laws, regulations, administrative pronouncements and court decisions. Any such change may affect the federal income tax consequences described below. The following summary of the federal income tax consequences in respect of the Amended and Restated LTIP is for general information only. Interested parties should consult their own tax advisors as to specific tax consequences, including the application and effect of foreign, state and local laws.

Non-Qualified Stock Options.

The grant of a non-qualified stock option does not result in taxable income to the optionee or a deduction for us at the time it is granted. Instead, an optionee exercising a stock option will generally realize taxable compensation at that time in the amount of the difference between the stock option price and the then market value of the shares, and income tax withholding requirements apply upon exercise. Generally, we will be allowed a deduction for federal income tax purposes in an amount equal to the taxable compensation realized by the optionee in the year of exercise. The optionee’s tax basis in the option shares is equal to the stock option price paid for the shares plus the amount includable in income upon exercise. At sale, appreciation (or depreciation) after the date of exercise is treated as either short-term or long-term capital gain (or loss) depending upon how long the shares have been held.

Incentive Stock Options.

An optionee is not taxed at the time an incentive stock option is granted. The tax consequences upon exercise and later disposition of the underlying shares generally depend upon whether the optionee was an employee of ours or a subsidiary at all times from the date of grant until three months preceding exercise (one year in the case of disability) and on whether the optionee holds the shares for more than one year after exercise and two years after the date of grant of the stock option.

If the optionee satisfies both the employment rule and the holding rule for income tax purposes, the optionee will not recognize income upon exercise of the stock option and we will not be allowed an income tax deduction at any time. The difference between the stock option exercise price and the amount realized upon disposition of the shares by the optionee will constitute either a long-term capital gain or a long-term capital loss.

If the optionee meets the employment rule, but fails to observe the holding rule (a disqualifying disposition), the optionee generally recognizes the excess of the fair market value of the shares at the date of exercise over the option exercise price as ordinary income in the year of the disqualifying disposition. Any excess of the sales price over the fair market value at the date of exercise will be recognized by the optionee as capital gain (long-term or short-term depending on the length of time the shares were held after the stock option was exercised). If the sale price is less than the fair market value on the date of exercise, then the ordinary income recognized by the optionee is generally limited to the excess of the sales price over the stock option exercise price. In both situations, the tax deduction we are allowed will be limited to the ordinary income recognized by the optionee. Under current Internal Revenue

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Service (“IRS”) guidelines, we are not required to withhold any federal income tax in the event of a disqualifying disposition. Different consequences may apply for an optionee subject to the alternative minimum tax.

Restricted Stock.

Upon the grant of restricted stock, a participant will not recognize taxable income and we will not be allowed a tax deduction. Rather, on the date when the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the shares on that date (less the price paid, if any, for such shares). Alternatively, a participant may file with the IRS a “section 83(b) election” no later than 30 days after the date of grant of restricted stock, as a result of which he will recognize taxable ordinary income at the time of the grant, generally in an amount equal to the fair market value of the shares on the date of grant, less any amount paid for the grant. The amount recognized by the participant is subject to income tax withholding requirements. At the time the participant recognizes income with respect to the restricted stock, we are generally entitled to a deduction in an equal amount. Upon the sale of any shares that are delivered to the participant pursuant to an award, the participant will realize capital gain (or loss) measured by the difference between the amount realized and the fair market value of the shares on the date the shares were vested/delivered to the participant pursuant to the award.

Restricted Stock Unit Awards, Performance Share Awards, Performance Unit Awards and Other Stock Based Awards.

A participant who receives a restricted stock unit award, performance share award, performance unit award or other stock-based award which includes a performance and/or vesting requirement or other restriction that must be satisfied prior to payment will not recognize any income for federal income tax purposes at the time of the grant of such award and we are not entitled to a deduction at that time.

When any part of a performance share award or award of restricted stock units is paid (in the case of cash) or delivered (in the case of shares) to the participant, the participant will realize compensation taxable as ordinary income in an amount equal to the cash paid or the fair market value of shares delivered.

Income tax withholding requirements generally apply to amounts that are recognized as ordinary income and we generally will be entitled to a deduction in the same amount and at the same time that the participant recognizes ordinary income. Upon the sale of any shares that are delivered to the participant pursuant to an award, the participant will realize either long-term or short-term capital gain (or loss), depending on how long the shares were held, equal to the difference between the amount realized and the fair market value of the shares on the date the shares were vested or delivered to the participant pursuant to the award.

Cash-Based Awards.

A participant who receives a cash-based award will realize compensation taxable as ordinary income in an amount equal to the cash paid at the time of such payment. Income tax withholding requirements generally apply to amounts that are recognized as ordinary income and we generally will be entitled to a deduction in the same amount and at the same time that the participant recognizes ordinary income.

Impact of Section 409A

Section 409A of the Code applies to deferred compensation, unless the compensation was both deferred and vested prior to January 1, 2005. Generally speaking, “deferred compensation” is compensation earned currently, the payment of which is deferred to a later taxable year, and an amount is “vested” on the date that the participant’s right to receive the amount is no longer conditioned on the participant’s performance of services or upon the occurrence of an event (such as a change in control) or the achievement of performance goals that are substantially related to the purpose of the compensation.

Stock options, restricted stock awards, restricted stock unit awards, performance share awards, and other stock-based awards available under the Amended and Restated LTIP are designed either to be exempt from the requirements of Code Section 409A or to satisfy its requirements. Awards subject to Code Section 409A and that fail to satisfy its requirements will subject the award holder to immediate taxation, an interest penalty, and an additional 20% tax on the amount underlying the award.

Registration with the Securities and Exchange Commission

We intend to file a Registration Statement on Form S-8 relating to the issuance of shares of our common stock under the Amended and Restated LTIP, as amended by the LTIP Increase, with the Securities and Exchange Commission pursuant to the Securities Act, as soon as practicable after approval of the LTIP Increase by our stockholders.

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Vote Requirement

The LTIP Increase to the Amended and Restated LTIP Proposal will be approved if a majority of the shares of our common stock, present in person or represented by proxy and entitled to vote on the subject matter, vote in favor of the proposal. If Proposal 2 is not approved, the LTIP Increase will not become effective and the Amended and Restated LTIP will continue operating under its current terms.

Equity Compensation Plan Information

Plan Category (as of June 30, 2022)	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	3,446,728	$3.68⁽¹⁾	2,212,819⁽²⁾
Equity compensation plans not approved by security holders	—	—	—

(1)	Represents the weighted average exercise price of outstanding options only, as restricted share units do not have an exercise price.

(2)	Total includes 1,268,819 under the Great Elm Group, Inc. 2016 Long-Term Incentive Plan and 944,000 under the Great Elm Group, Inc. 2016 Employee Stock Purchase Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2.

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Proposal 3: Approval, Pursuant to Nasdaq Listing Rule 5635(a)(2), of the Issuance of Shares of Our Common Stock to Settle the ICAM Promissory Note and Pay the Earnouts (if Required)

Background

On May 4, 2022, GECM entered into the Monomoy Purchase Agreement with ICAM to acquire the investment management agreement and certain related assets for Monomoy REIT. Monomoy REIT focuses on acquiring, owning and managing primarily industrial properties to lease to single investment grade tenants in the United States. Formed in 2014, Monomoy REIT is a private real estate investment trust founded by ICAM, with a 114 property portfolio of diversified net leased industrial assets representing approximately $358 million of real estate at fair value as of June 30, 2022. The transaction closed contemporaneously with signing the Monomoy Purchase Agreement.

The upfront purchase price of $10.0 million was financed through (1) $2.5 million in newly issued shares of our common stock, which equals 1,369,984 shares issued at $1.81 per share, which is the 30-calendar day volume-weighted average of the closing sales price per share of our common stock ending on April 14, 2022, (2) $1.25 million of shares of common stock, par value $0.01 per share, of GECC (“GECC Common Stock”), which were owned by us, valued at $12.50 per share, and (3) the ICAM Promissory Note issued by GECM in an aggregate principal amount of approximately $6.3 million, which bears interest at 6.5% per annum. The ICAM Promissory Note is due August 4, 2023, but may be extended by GECM for an additional nine months, subject to certain conditions. The ICAM Promissory Note may be repaid at any time, in whole or in part, at GECM’s option with cash or newly issued shares of our common stock. GECM has repaid approximately $600,000 of the aggregate principal amount of the ICAM Promissory Note and approximately $5.7 million remains outstanding.

In addition to the consideration paid at closing, we agreed to pay up to $2.0 million in the aggregate if certain performance targets are met during each of the first two years following closing (the “Earnouts”), payable at our option with either cash or newly issued shares of our common stock. Notwithstanding the ability to settle the ICAM Promissory Note and pay the Earnouts using shares of our common stock, no additional shares of our common stock may be issued without stockholder approval. Any shares of our common stock issued under the Monomoy Purchase Agreement will receive customary registration rights.

In connection with the transaction, we committed to investing $15.0 million into Monomoy REIT, and intend on investing an additional $15.0 million in Monomoy REIT over the next 12 months, although we are not contractually obligated to do so.

Jason Reese, the Executive Chairman of our Board of Directors, is the Co-Founder, Chairman and Chief Executive Officer of ICAM, and Mr. Reese and Long Ball Partners LLC, which is managed by ICAM, beneficially own, in aggregate, approximately 23.3% of our common stock. The transaction was approved under our related party transaction policy and unanimously approved by the disinterested members of our Board of Directors.

On May 5, 2022, we filed a Current Report on Form 8-K (“Form 8-K”) with the SEC regarding the terms of the Monomoy Purchase Agreement. Please see the Form 8-K for a further description of the transaction.

Why We Are Seeking Stockholder Approval

Our common stock is listed on the Nasdaq Global Select Market and we are subject to the Nasdaq Listing Rules. Pursuant to Nasdaq Listing Rule 5635(a)(2), when a Nasdaq-listed company proposes to issue securities in connection with the acquisition of the stock or assets of another company, stockholder approval is required if any director, officer or substantial stockholder of such company has a 5% or greater interest, directly or indirectly, in such company or the assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock (or securities convertible into or exercisable for common stock) could result in an increase in outstanding shares of common stock or voting power of 5% or more. Nasdaq Listing Rule 5635(e)(3) defines a substantial stockholder as the holder of an interest of 5% or more of either the number of shares of common stock or the voting power outstanding of a Nasdaq-listed company.

The ICAM Promissory Note will be payable in cash at maturity, and the Earnouts (if required) will be settled in cash. Alternatively, but only if our stockholders have approved the issuance of stock as described in this Proposal 3 under Nasdaq Listing Rule 5635(a)(2), the ICAM Promissory Note will be settleable in newly issued shares of our common stock at maturity at GECM’s option (or earlier at GECM’s option), and the Earnouts will be settleable in newly issued shares of our common stock at GECM’s option. Stockholder approval is required under Nasdaq Listing Rule 5635(a)(2) because the additional shares of our common stock would be issued to a substantial stockholder affiliated with one of our directors and result in an increase in outstanding shares of common stock or voting power

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above 5%. We are seeking stockholder approval of this Proposal 3 in order to satisfy the requirements of Nasdaq Listing Rule 5635(a)(2) with respect to the issuance of shares of our common stock to ICAM, as Jason Reese, the Executive Chairman of our Board of Directors, is the Co-Founder, Chairman and Chief Executive Officer of ICAM, and Mr. Reese and Long Ball Partners LLC, which is managed by ICAM, beneficially own, in aggregate, approximately 23.3% of our common stock. If such stockholder approval is not obtained prior to maturity, the ICAM Promissory Note will only be settled, and the Earnouts will only be paid, in cash. If such stockholder approval is obtained, we may issue shares of our common stock to settle the principal amount outstanding under the ICAM Promissory Note and pay the Earnouts (if required).

We are not seeking stockholder approval of our entry into the Monomoy Purchase Agreement. We already entered into the Monomoy Purchase Agreement. The failure of our stockholders to approve this proposal will not negate the existing terms of the Monomoy Purchase Agreement or any other documents relating to the transaction.

Effect of the Proposal 3 on Current Stockholders

If this Proposal 3 is adopted, we may issue shares of our common stock, based on the volume-weighted average price of our common stock for the 30-day period prior to the date of grant, sufficient to repay the outstanding principal amount of the ICAM Promissory Note and pay the Earnouts (if required) pursuant to the Monomoy Purchase Agreement with respect to GECM’s acquisition of the investment management agreement and certain related assets for Monomoy REIT. Solely for illustrative purposes, using the Record Date as the date of grant, up to 3,613,599 shares could be issued to repay the outstanding amount of the ICAM Promissory Note and pay the full amount of the Earnouts, if required. The actual number of shares issued, if any, would be based upon the volume-weighted average price of our common stock for the 30-day period prior to the date of issuance and, therefore, is not currently known and may be higher or lower than the illustrative amount in the preceding sentence. Any such issuance of common stock would result in dilution to our stockholders.

Vote Requirement

The issuance of shares of our common stock to settle the ICAM Promissory Note and pay the Earnouts (if required) will be approved if a majority of the shares of our common stock, present in person or represented by proxy and entitled to vote on the subject matter, vote in favor of the proposal.

THE DISINTERESTED MEMBERS OF OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND

THAT YOU VOTE “FOR” PROPOSAL 3.

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Proposal 4: Ratification of Independent Registered Public Accounting Firm

The members of our Audit Committee and our Board of Directors believe the continued retention of Grant Thornton as our independent registered public accounting firm is in our and our stockholders’ best interest. Ratification requires the receipt of “FOR” votes constituting a majority of the votes cast on the proposal at the Annual Meeting, assuming a quorum is present.

Representatives of Grant Thornton are not expected to attend the Annual Meeting. Thus, it is not expected that they will have an opportunity to make a statement regarding their services, or be available to respond to appropriate questions. The Board of Directors does not know of any direct or indirect financial interest of Grant Thornton in the Corporation.

The following table presents aggregate fees billed to us for services rendered by Grant Thornton for the fiscal years ended June 30, 2022 and 2021:

	Year Ended June 30,
In thousands	2022	2021
Audit Fees:
Audit services, statutory audits, quarterly reviews and 1933 Act filings	$683	$561
Audit-Related Fees:
Due diligence, accounting consultations and audits in connection with mergers and acquisitions and attest services related to financial reporting that are not required by statute or regulation	$192	$75
Tax Fees:
Income tax compliance and consulting	—	—
All Other Fees: (including financial information systems design and implementation)	—	—
Total fees	$875	$636

Audit Committee Pre-Approval Policies and Procedures. Among its other duties, our Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent auditor. Our Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent auditor. On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of our Audit Committee is requested. Our Audit Committee reviews these requests and advises management if the committee approves the engagement of the independent auditor. On a periodic basis, management reports to our Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. All services performed by Grant Thornton during fiscal years 2022 and 2021 were approved in accordance with our Audit Committee’s pre-approval guidelines.

Audit Committee Report.As of June 30, 2022, the Audit Committee of our Board of Directors was composed of the three directors named below, each of whom have been determined by our Board of Directors to be independent directors. Our Board of Directors also determined that each member of the Audit Committee is financially literate and that Mr. Hugar is an audit committee financial expert as defined by the rules of the U.S. Securities and Exchange Commission. The committee’s charter, adopted by our Board of Directors, is posted on our website at www.greatelmgroup.com.

The following report of the Audit Committee, covering our fiscal year ended June 30, 2022, shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulations 14A or 14C of the SEC, or the liabilities of Section 18 of the Exchange Act. Such Report shall not be deemed incorporated by reference into any filing under the Exchange Act or Securities Act, notwithstanding any general incorporation by reference of this Proxy Statement into any other document.

Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors, Grant Thornton, are responsible for performing an audit of the consolidated financial statements in accordance with generally accepted auditing standards.

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In performing its oversight role, the Audit Committee has reviewed and discussed the audited financial statements with management. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received the written disclosures and letter from the independent auditors required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence.

Based on the Audit Committee’s review and discussions described above, and subject to the limitations on its role and responsibilities as described above and in the Audit Committee Charter, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K of the Company for the year ended June 30, 2022 for filing with the U.S. Securities and Exchange Commission.

James H. Hugar, Chair

Thomas S. Harbin III

James P. Parmelee

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 4.

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Proposal 5: Advisory Vote on the Compensation of Our Named Executive Officers

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are asking stockholders to approve an advisory resolution on the compensation of the named executive officers, as reported in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our fiscal executive compensation program. Additional information on our executive pay program is provided in this proxy statement under the heading “Compensation of Directors and Executive Officers.”

We are asking our stockholders to vote in favor of the following resolution:

“RESOLVED, that the stockholders of Great Elm Group, Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Great Elm Group, Inc.’s Proxy Statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the information in the Summary Compensation Table, related compensation tables, and other related narrative disclosure under the heading “Compensation of Directors and Executive Officers” below.

Approval requires the receipt of “FOR” votes constituting a majority of the votes cast on the proposal at the Annual Meeting, assuming a quorum is present.

While this vote is advisory and non-binding, to the extent there is a significant vote against the compensation of our named executive officers, we will consider our stockholders’ concerns and the Compensation Committee will evaluate what actions may be necessary or appropriate to address those concerns.

Advisory “say-on-pay” votes have been scheduled to be held once every year. We expect to hold the next advisory vote to approve the compensation of our named executive officers next year.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 5.

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CORPORATE GOVERNANCE

Our business and affairs are managed and all corporate powers are exercised under the direction of our Board of Directors. Our Board of Directors establishes fundamental corporate policies and oversees our performance and our Chief Executive Officer and the other officers to whom our Board of Directors delegated authority to manage day-to-day business operations.

Our Board of Directors adopted corporate governance guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for our governance. It also adopted a Code of Conduct that applies to members of our Board of Directors, our executive officers as well as all of our employees. Our Board of Directors has committees that assist our Board of Directors in carrying out its responsibilities. Each operates under a written charter adopted by our Board of Directors.

Our standing committee charters, including our Audit, Compensation, and Nominating and Corporate Governance Committee charters, and Code of Conduct are posted on our website at www.greatelmgroup.com. Paper copies may be obtained upon request by writing to: Corporate Secretary, Great Elm Group, Inc., 800 South Street, Suite 230, Waltham, MA 02453.

Board of Directors

Functions

In addition to its general oversight role, our Board of Directors performs a number of specific functions, including:

•	Hiring and firing our Chief Executive Officer and overseeing his or her performance and that of other senior management in the operation of the Corporation;

•	Planning for management succession;

•	Guiding corporate strategy;

•	Reviewing and monitoring strategic, financial and operating plans and budgets and their development and implementation by management;

•	Assessing and monitoring risks and risk-management strategies;

•	Suggesting, reviewing and approving significant corporate actions;

•	Reviewing and monitoring processes designed to maintain our integrity, including financial reporting, compliance with legal and regulatory obligations, and relationships with stockholders, employees, customers, suppliers and others; and

•	Selecting director nominees, appointing board committee members, forming board committees and overseeing effective corporate governance.

Leadership Structure

Our Board of Directors retains the flexibility to determine on a case-by-case basis whether the positions of Chief Executive Officer and Chairman of the Board should be combined or separated and whether an independent director should serve as Chairman. This flexibility permits our Board of Directors to organize its functions and conduct its business in a manner it deems most effective in then prevailing circumstances. Our Board of Directors determined that its leadership structure is appropriate in light of our current management framework.

Currently, we have a non-independent Chairman, whose roles include:

•	To act as the principal liaison between the independent directors and the Chief Executive Officer;

•	To review and approve all board and committee agendas and approve information sent to our Board of Directors, providing input to management on the scope and quality of such information;

•	To consult with the Chief Executive Officer and committee chairs regarding the topics and schedules of the meetings of our Board of Directors and its committees and approve such schedules to assure that there is sufficient time for discussion of all agenda items;

•	To call a special meeting of our Board of Directors or the independent directors at any time, at any place and for any purpose;

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•	To be available for consultation and direct communication with GEG’s major stockholders;

•	To consult with the Nominating and Corporate Governance Committee as part of the committee’s review of director nominations and recommendations of director candidates;

•	To consult with directors regarding acceptance of memberships on other boards to assure that multiple board service does not conflict or otherwise interfere with such directors’ service to GEG;

•	Led by the Compensation Committee and together with the Chief Executive Officer, to report annually to our Board of Directors on succession planning, including policies and principles for executive officer selection;

•	To organize, convene and preside over executive sessions of the independent directors and promptly communicate approved messages and directives to the Chief Executive Officer; and

•	To perform such other duties as may be assigned from time-to-time by the independent directors.

The position and role of Chairman is intended to provide board leadership. It is also intended to expand lines of communication between our Board of Directors and members of management. It is not intended to reduce the free and open access and communications that each independent board member has with other board members and members of management.

Mr. Reese currently serves as Executive Chairman of the Board and Mr. Drapkin currently serves as Vice Chairman of the Board.

Our Board of Directors believes that its independence and oversight of management is maintained effectively through this flexible leadership structure, our Board of Directors’ composition and sound corporate governance policies and practices.

Director Independence

Our Board of Directors determines the independence of our directors by applying the independence principles and standards established by Nasdaq. These provide that a director is independent only if our Board of Directors affirmatively determines that the director has no direct or indirect material relationship with the Corporation that would interfere with the exercise of independent judgment in carrying out their responsibilities as a director. They also identify various relationships that preclude a determination of director independence. Material relationships may include commercial, industrial, consulting, legal, accounting, charitable, family and other business, professional and personal relationships.

Applying these standards, our Board of Directors annually reviews the independence of our directors and director nominees. In its most recent review, our Board of Directors considered, among other things, the absence of any employment relationships between the Corporation and its current directors and nominees and their immediate family members; the absence of any of the other specific relationships that would preclude a determination of independence under the Nasdaq independence rules; the absence of any affiliation of our directors and their immediate family members with our independent registered public accounting firm, compensation consultants, legal counsel, and investment bankers; and the absence of any transactions with directors and members of their families that would require disclosure in this proxy statement under SEC rules regarding related person transactions (other than as described herein).

Based upon this review, our Board of Directors affirmatively determined that each of our directors, except for Messrs. Reese and Serota, is independent. The independent directors are:

•	Matthew A. Drapkin	•	David Matter
•	Thomas S. Harbin III	•	James P. Parmelee
•	James H. Hugar	•	Eric J. Scheyer

The Board of Directors expects to approve a decrease in the size of the Board of Directors from eight directors to six, concurrent with the Annual Stockholders’ Meeting, and expects to have all independent directors, except for Mr. Reese.

Director Share Ownership Guidelines

Our Board of Directors has established director share ownership guidelines. Our non-employee directors are expected to beneficially own during their service as a board member common stock equal in value to at least five times the annual cash retainer for non-employee directors, excluding any committee retainers. Non-employee directors have

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five years from their initial election to the Board of Directors to meet the target stock ownership guideline, and they are expected to continuously own sufficient shares to meet the guideline once attained. The value of a non-employee director’s beneficial ownership of common stock is calculated by multiplying (i) the sum of the number of shares of common stock beneficially owned by the non-employee director (as determined in accordance with the next paragraph) by (ii) the closing price per share of the common stock on the applicable measurement date.

Shares that count toward meeting the stock ownership guidelines for the directors are any class of our equity securities in any case held (i) directly or indirectly or by or for the benefit of immediate family members; (ii) by trusts for the benefit of such person or such person’s immediate family members; (iii) in a 401(k) plan, IRA or deferred compensation plan; (iv) as shares of restricted common stock and as shares subject to outstanding restricted stock unit awards, in either case, that vest solely based on the passage of time; and (v) as shares subject to outstanding deferred stock units. Shares of common stock subject to outstanding stock options, whether exercisable or unexercisable; unearned restricted common stock, restricted stock unit awards or other incentive awards, in each case, that vest based on performance; and warrants and all other forms of derivative securities do not count toward the stock ownership guidelines.

We prohibit shorting our stock by our directors and executive officers.

Board and Committee Meetings; Executive Sessions; Annual Stockholders’ Meetings

At regularly scheduled board and committee meetings, directors review and discuss management reports regarding our performance, prospects and plans, as well as significant opportunities and immediate issues facing us. At least once a year, our Board of Directors also reviews management’s long-term strategic and financial plans.

The Chief Executive Officer proposes the agenda and schedule for each board meeting to the Chairman of the Board, who then reviews and modifies or approves it. Committee agendas and schedules are set by or in consultation with the committee chair and with the approval of the Chairman of the Board. Directors are encouraged to propose agenda items, and any director also may raise at any meeting subjects that are not on the agenda. Information and other materials important to understanding the business to be conducted at Board of Directors and its committee meetings, to the extent available, are distributed in writing to the directors in advance of the meeting. Additional information may be presented at the meeting. An executive session of independent members of the Board of Directors is held at each regular board meeting, and any director may call for an executive session at any Board of Directors’ meeting. The Vice Chairman of the Board presides over executive sessions.

During the fiscal year ended June 30, 2022, our Board of Directors held 4 meetings and committees of our Board of Directors held 7 meetings. Directors, on an aggregate basis, attended 100% of the combined number of these meetings.

Evaluation of Board and Director Performance

The Nominating and Corporate Governance Committee is required to annually review and evaluate the performance of our Board of Directors. The committee is required to assess our Board of Directors’ contribution as a whole and identify areas in which our Board of Directors or senior management believes a better contribution may be made. The purpose of the review is to increase the effectiveness of our Board of Directors, and the results are required to be reviewed with our Board of Directors and its committees.

Our Board of Directors is required to annually review the individual performance and qualifications of each director who may wish to be considered for nomination to an additional term. The evaluations are required to be reviewed by the Nominating and Corporate Governance Committee, which is required to make recommendations to our Board of Directors regarding nominees for election as directors.

Risk Oversight

Our Board of Directors is responsible for the general oversight of risks that affect us. Our Board of Directors receives regular reports on our operations from our Chief Executive Officer, as well as other members of management. Our Board of Directors reviews these reports and makes inquiries in their business judgment.

Our Board of Directors also fulfills its oversight role through the operations of its various committees, including our Audit Committee. Our Board of Directors receives periodic reports on each committee’s activities. Our Audit Committee has responsibility for risk oversight in connection with its review of our financial reports filed with the

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SEC. Our Audit Committee receives reports from our Chief Financial Officer and our independent auditors in connection with the review of our quarterly and annual financial statements regarding significant financial transactions, accounting and reporting matters, critical accounting estimates and management’s exercise of judgment in accounting matters. When reporting on such matters, our independent auditors also provide their assessment of management’s report and conclusions.

Succession Planning and Management Development

Our Compensation Committee oversees and regularly evaluates leadership succession planning practices and results. Our Compensation Committee reports annually to our Board of Directors on succession planning, including policies and principles for executive officer selection.

Review of Related Person Transactions

SEC rules require us to disclose certain transactions involving more than $120,000 in which we are a participant and any of our directors, nominees as directors or executive officers, or any member of their immediate families, has or will have a direct or indirect material interest. The charter of our Audit Committee requires the committee to review and approve or ratify any such “related person transaction” that is required to be disclosed. Except as disclosed in this proxy statement, there have been no transactions or proposed transactions requiring review during fiscal 2022 through the date of the mailing of this proxy statement.

Board Access to Senior Management, Independent Accountants and Counsel

Directors have complete access to our independent registered public accounting firm, senior management and other employees. They also have complete access to counsel, advisors and experts of their choice with respect to any issues relating to our Board of Directors’ discharge of its duties.

Retirement Policy

We have not established a board retirement policy.

Committees of our Board of Directors

Audit Committee

Our Audit Committee reviews our internal accounting procedures and considers and reports to our Board of Directors with respect to other auditing and accounting matters, including the selection of our independent auditors, the scope of annual audits, fees to be paid to our independent auditors and the performance of our independent auditors. Our Audit Committee relies on the expertise and knowledge of management and the independent auditors in carrying out its oversight responsibilities. On a routine basis, our Audit Committee meets separately with our independent auditors and invites select employees who work under the Chief Financial Officer to participate in its meetings. Our Audit Committee charter requires that each of the members of our Audit Committee is independent, as defined under SEC rules and Nasdaq listing standards, and that at least one member of our Audit Committee has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the individual’s financial sophistication, including having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities. The responsibilities and activities of our Audit Committee are described in greater detail in our Audit Committee charter.

Our Board of Directors determined that each member of our Audit Committee met the independence and financial knowledge requirements under the Audit Committee charter, the SEC rules, and the Nasdaq listing standards. Our Board of Directors also determined that Mr. Hugar qualifies as an “audit committee financial expert” in accordance with SEC rules, based upon his experience and understanding with respect to accounting and auditing matters. Our Audit Committee held 4 meetings during the fiscal year ended June 30, 2022.

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Compensation Committee

The Compensation Committee of our Board of Directors acts on behalf of our Board of Directors to review, adopt and oversee our compensation and employee benefit programs and practices, including, but not limited to:

•	establishment of corporate goals and objectives relevant to the compensation of our named executive officers and our other executive officers and evaluation of performance in light of these stated objectives;

•

evaluation of the performance of the named executive officers and determination and approval of, and, in the case of our Chief Executive Officer, recommendation to our Board of Directors for approval, the compensation and other terms of employment, including long-term incentive compensation, severance and change-in-control arrangements, of our named executive officers;

•

appointment, retention, compensation, termination and oversight of the work of any independent experts, consultants and other advisers, review and approval of the fees and retention terms for such experts, consultants and other advisers and consideration at least annually of the independence of such consultants;

•	review and administration of our general compensation plans and other employee benefit plans, including incentive-based compensation and equity compensation plans and other similar plans and programs; and

•

review with management the Compensation Discussion and Analysis (or other applicable executive compensation disclosure), including the determination of whether to recommend that it be included in the proxy statement. In fulfilling its responsibilities, our Compensation Committee is entitled to delegate to a subcommittee for any purpose it deems appropriate, including delegation to a subcommittee of our Board of Directors consisting of one or more members of our Board of Directors the authority to make awards to non- executive officers under the equity-based plans, in accordance with guidelines and policies set by our Compensation Committee.

For executive officers other than our Chief Executive Officer, our Compensation Committee considers evaluations and recommendations submitted to our Compensation Committee by our Chief Executive Officer on which compensation determinations are then made. In the case of our Chief Executive Officer, the evaluation of his performance is conducted by our Compensation Committee, which determines whether, and if so in what manner, to recommend to the full Board of Directors any adjustments to his compensation as well as awards to be granted. Our Compensation Committee does not determine non-employee director compensation.

Our Board of Directors determined that each of the members of our Compensation Committee is independent as defined by the Nasdaq rules. In addition, each member of our Compensation Committee is a “non-employee” director as defined under Section 16 of the Exchange Act. The Compensation Committee met 2 times during the fiscal year ended June 30, 2022. Our Compensation Committee operates under a written charter adopted by our Board of Directors,

The charter of our Compensation Committee provides that any independent compensation consultant engaged by our Compensation Committee works for our Compensation Committee, not our management, with respect to executive and director compensation matters.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating individuals to serve as our directors, advising our Board of Directors with respect to its composition, procedures and committees, evaluating incumbent directors, and assessing the performance of management. Our Nominating and Corporate Governance Committee also oversees the development of our corporate governance matters. The responsibilities and activities of our Nominating and Corporate Governance Committee are described in greater detail in the Nominating and Corporate Governance Committee charter.

Our Nominating and Corporate Governance Committee is committed to a diversified board, seeking members from various professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for the highest personal and professional integrity. However, our Nominating and Corporate Governance Committee does not have a policy with respect to diversity considerations in the selection of director nominees. Our Nominating and Corporate Governance Committee evaluates nominees to our Board of Directors, which evaluation applies to both new director candidates as well as incumbent directors, in the context of the current composition of our Board of Directors, the operating requirements of the Corporation and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers the criteria for director qualifications set by our Board of Directors, as well as diversity, age, skills, and such other factors as it deems

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appropriate to maintain a balance of knowledge, experience, effectiveness and capability. In the case of incumbent directors whose terms of office are set to expire, our Nominating and Corporate Governance Committee typically reviews such directors’ overall service during their term, including:

•	the number of meetings attended;

•	the level of participation;

•	the quality of performance; and

•	any other relationships and transactions that might impair such directors’ independence.

In the case of new director candidates, our Nominating and Corporate Governance Committee also determines whether the nominee must be independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. Our Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. Our Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board of Directors. Our Nominating and Corporate Governance Committee arranges for as many members of the Nominating and Corporate Governance Committee as it determines advisable to interview each potential candidate it is considering recommending to our Board of Directors. Our Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our Board of Directors by majority vote.

Our Nominating and Corporate Governance Committee believes that a candidate for director should have certain minimum qualifications. Our Nominating and Corporate Governance Committee will generally consider such factors as:

•	possessing relevant expertise upon which to be able to offer advice and guidance to management, including public company board experience and international business experience;

•	the ability to read and understand basic financial statements;

•	having sufficient time to devote to our affairs;

•	a reputation for personal integrity and ethics;

•	demonstrated excellence in his or her field;

•	the ability to work effectively with the other members of our Board of Directors;

•	having the ability to exercise sound business judgment; and

•	the commitment to rigorously represent the long-term interests of the stockholders.

Notwithstanding the foregoing, our Nominating and Corporate Governance Committee reserves the right to modify these factors from time to time, taking into account the then current needs of our Board of Directors in an effort to maintain a balance of knowledge, experience and capability.

Our Nominating and Corporate Governance Committee considers and evaluates any candidate who is properly recommended by stockholders, identified by members of our Board of Directors or our executive officers, or, at the discretion of our Nominating and Corporate Governance Committee, an independent search firm.

Our Nominating and Corporate Governance Committee held 1 meeting during the fiscal year ended June 30, 2022.

Communications with our Board of Directors

Stockholders and other interested parties may contact any member (or all members) of our Board of Directors (including, without limitation, the non-management directors as a group), any committee of our Board of Directors or the Chair of any such committee by mail. All such correspondence may be sent addressed to our Board of Directors, any committee or any individual director, c/o Corporate Secretary, Great Elm Group, Inc., 800 South Street, Suite 230, Waltham, MA 02453.

All stockholder communications will be opened and reviewed by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to the directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the

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addressee. In the case of communications to our Board of Directors or any group or committee of directors, the Corporate Secretary will make sufficient copies and send one copy to each director who is a member of the group or committee to which the envelope is addressed.

Nasdaq Board Diversity Rules

On August 6, 2021, the SEC approved new Nasdaq Rules concerning board diversity. The new Nasdaq Rules require each Nasdaq-listed company to disclose its board diversity on an annual basis and, by August 7, 2023, to either have a diverse board (or explain why it does not).

The Board diversity matrix below presents the Board’s diversity statistics as required by Nasdaq Rules.

(As of the Record Date)*

Total Number of Directors: 8

Part I: Gender Identity	Male	Female	Non-Binary	Not Disclosed
Number of Directors Based on Gender Identity	8	—	—	—

Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	8	—	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee during fiscal 2022:

•	was an officer or employee of ours or any of our subsidiaries;

•	was formerly an officer of ours or any of our subsidiaries; or

•	(except as described herein) had any relationship requiring disclosure by us under the SEC’s rules requiring disclosure of related party transactions in this proxy statement.

Insider Trading Policy — Hedging

Our insider trading policy provides that all directors, officers and employees of the Company and GECM and the executive officers and certain employees with access to financial information of Great Elm Healthcare, LLC (Covered Persons) and certain of their related persons may not engage in any hedging or monetization transactions, such as zero cost collars and forward sale contracts, with respect to Company securities, including those granted to, or held directly or indirectly by, such Covered Persons. Further, such persons may not trade in options, warrants, puts and calls or similar instruments on Company securities or sell Company securities “short.”

Certain Relationships and Related Transactions

On February 26, 2020, we issued $30 million aggregate principal amount of the PIK Notes. Funds managed by ICAM and Northern Right, significant stockholders of the Company, and Mr. Scheyer’s affiliated trusts, each purchased the PIK Notes.

In October 2020, GECM entered into a shared personnel and reimbursement agreement with ICAM. Jason W. Reese, the Executive Chairman of our Board of Directors, is the Chief Executive Officer of ICAM. Costs incurred under this agreement that are not reimbursed by third parties are included in investment management expenses in our condensed consolidated statement of operations. For the fiscal year ended June 30, 2022, gross costs incurred under the

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agreement were $1.2 million. The net amount paid to ICAM pursuant to the agreement in for the fiscal year ended June 30, 2022 after reimbursement by third parties was $0.9 million. Such net amount reflects third-party reimbursements made during one quarter of the fiscal year ended June 30, 2022.

On March 10, 2021, we issued $2.25 million of PIK Notes to MAST Capital Management, LLC (“MAST Capital”) in exchange for all outstanding obligations under the $3.1 million senior secured note issued by GECC GP Corp. (“GP Corp.”). to MAST Capital, all common stock in GP Corp. held by MAST Capital and its affiliates, and termination of MAST Capital’s board appointment rights. Separately, we repurchased the GP Corp. common stock held by certain of our employees for nominal consideration. MAST Capital owned 5% or more of our outstanding common stock at the time of the transactions.

On June 23, 2021, our majority-owned indirect subsidiary, Great Elm FM Acquisition, Inc. (“FM Acquisition”), entered into an agreement (the “Real Estate Purchase Agreement”) with Monomoy Properties Fort Myers FL, LLC (“Monomoy FM”) to sell our real estate business (“Real Estate Business”) to Monomoy FM for $4.6 million in cash. The Real Estate Business consists of majority-interests in two Class A office buildings totaling 257,000 square feet situated on 17 acres of land in Fort Myers, Florida. We acquired the Real Estate Business in March 2018 for $2.7 million. Pursuant to the terms of the Real Estate Purchase Agreement, the proceeds of the sale were reinvested in newly issued membership interests of Monomoy Properties, LLC (“Monomoy Fund”), a privately-held fund managed by ICAM and comprised of a portfolio of net leased industrial real estate assets. Jason W. Reese, the Executive Chairman of the Company’s board of directors, is the Co-Founder, Chairman and Chief Executive Officer of ICAM, and Mr. Reese and Long Ball Partners LLC, which is managed by ICAM, beneficially own, in aggregate, approximately 23.3% of our common stock.

On May 4, 2022, GECM entered into the Monomoy Purchase Agreement with ICAM to acquire the investment management agreement and certain other assets related thereto for Monomoy REIT. Monomoy REIT focuses on acquiring, owning and managing primarily industrial properties to lease to single investment grade tenants in the United States. Formed in 2014, Monomoy REIT is a private real estate investment trust founded by ICAM, with a 114 property portfolio of diversified net leased industrial assets, including the Real Estate Business acquired by Monomoy Fund in June 2021, representing approximately $358 million of real estate at fair value as of June 30, 2022. The transaction closed contemporaneously with signing the Monomoy Purchase Agreement.

The upfront purchase price of $10.0 million was financed through (1) $2.5 million in newly issued shares of our common stock, which equals 1,369,984 shares issued at $1.81 per share, which is the 30-calendar day volume-weighted average of the closing sales price per share of our common stock ending on April 14, 2022, (2) $1.25 million of shares of GECC Common Stock, which were owned by us, valued at $12.50 per share, and (3) the ICAM Promissory Note issued by GECM in an aggregate principal amount of approximately $6.3 million, which bears interest at 6.5% per annum. The ICAM Promissory Note is due August 4, 2023, but may be extended by GECM for an additional nine months, subject to certain conditions. The ICAM Promissory Note may be prepaid at any time, in whole or in part, at GECM’s option with cash or newly issued shares of our common stock. GECM has repaid approximately $600,000 of the aggregate principal amount of the ICAM Promissory Note and approximately $5.7 million remains outstanding.

In addition to the consideration paid at closing, we agreed to pay up to $2.0 million if certain performance targets are met during the first two years following closing, payable at our option with either cash or newly issued shares of our common stock. Notwithstanding the ability to settle the ICAM Promissory Note and pay the Earnouts using shares of our common stock, no additional shares of our common stock may be issued without stockholder approval. Any shares of our common stock issued under the Monomoy Purchase Agreement will receive customary registration rights.

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Our Amended and Restated Certificate of Incorporation and indemnification agreements with our directors and executive officers obligate us to indemnify our directors and executive officers. We have also purchased director and officer indemnification insurance.

Our Code of Conduct applies to our directors and employees (including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer). Our Code of Conduct provides our written policies and procedures for the review of any activities by a director, executive officer or employee or members of their immediate families which create or appear to create an actual or potential conflict between the individual’s interests and our interests. Our Audit Committee is responsible for interpreting our Code of Conduct, reviewing reports of alleged breaches of such Code of Conduct and granting waivers of or approving amendments of such Code of Conduct. Our Audit Committee is responsible for reviewing past or proposed transactions between us and related persons. We expect that any amendment to the code, or any waiver of its requirements, will be disclosed on our website. The identification of our website does not include or incorporate by reference the information on our website into this report.

Our Code of Conduct requires all of our employees, executive officers and directors to avoid any activity or personal interest that creates or appears to create a conflict of interest with us, and requires all of our personnel to disclose any such activity or interest to management. Our directors and executive officers are required to obtain the prior written approval of our Audit Committee, or its designated member, following the full disclosure of all facts and circumstances before making any investment, accepting any position or benefits, or participating in any transaction or business arrangement that creates or appears to create a conflict of interest. All of our other employees are required to make such disclosure to, and receive the prior written approval of, those individuals who are delegated such responsibility through policies and procedures adopted by us.

Executive Officers

Name	Age	Position
Peter A. Reed	42	Chief Executive Officer
Brent J. Pearson	41	Chief Financial Officer & Chief Accounting Officer
Nichole Milz	48	Chief Operating Officer
Adam M. Kleinman	47	President

Peter A. Reed has been our Chief Executive Officer since September 2017. Mr. Reed served as a member of our Board of Directors from May 2015 until May 2022. Mr. Reed previously served as President, Chief Executive Officer, and Chairman of the board of directors of GECC. Until September 2017, Mr. Reed was Portfolio Manager and Partner at MAST Capital, a Boston-based registered investment advisor. Prior to joining MAST Capital in 2004, Mr. Reed was an investment banking analyst at Brown, Gibbons, Lang & Company where he worked on mergers and acquisitions, in- court and out-of-court financial restructurings, and debt and equity private placements for middle market companies.

Brent J. Pearson has been our Chief Financial Officer since September 2019, and previously served as our interim Chief Financial Officer from February 2019 to September 2019. Mr. Pearson has also served as our Chief Accounting Officer since October 2018. Prior to joining GEG, Mr. Pearson was a Senior Manager in the audit practice at Deloitte, where he held various positions of increasing responsibility from 2005-2018. Mr. Pearson received a Master’s in Accounting and a Bachelor of Science from Boston College and is a Certified Public Accountant.

Nichole Milz has been our Chief Operating Officer since September 6, 2022. Prior to joining GEG, Mrs. Milz spent 16 years at Magnetar Capital LLC where she worked in various senior Operations, Finance and Strategy roles. At Magnetar, she served as Deputy Chief Operating Officer and ESG Officer of the Magnetar Energy and Infrastructure Group as well as a member of the Energy & Infrastructure management committee. Mrs. Milz also served as Treasurer of Star Peak Energy Transition Corp and Star Peak Corp II, two alternative energy-focused Special Purpose Acquisition Corporations. Prior to Magnetar, Mrs. Milz spent four years at Citadel Investment Group as head of Capital Structure Analysis, a team supporting the Global Credit group in modeling and fundamental credit analysis. She began her career at Ernst & Young where she was an Audit manager in the Entrepreneurial Services group, a Firm Educator, and a nominee and participant in the firm’s National Accounting Research Program. Mrs. Milz received her Master of Professional Accountancy and Bachelor of Business Administration with honors from the McCombs School of Business at The University of Texas at Austin in 1997.

Adam M. Kleinman has been our President since March 21, 2018. Mr. Kleinman is GECC’s Chief Compliance Officer and GECM’s President, General Counsel and Chief Compliance Officer. Mr. Kleinman was a Partner, Chief Operating Officer and General Counsel of MAST Capital from 2009 to September 2017. Prior to joining MAST

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Capital, Mr. Kleinman was an associate in the Banking and Leverage Finance group at Bingham McCutchen LLP, where he represented financial institutions, hedge funds and corporate borrowers in a broad range of commercial finance transactions, including syndicated debt financings, asset-based credit facilities and domestic and international debt workouts and restructurings. Mr. Kleinman graduated Phi Beta Kappa form Haverford College in 1997 with a BA in History and received his JD from the University of Virginia School of Law in 2004.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Summary Compensation Table

Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)⁽⁴⁾	Stock Awards ($)⁽⁵⁾	Option Awards ($)⁽⁵⁾	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)⁽⁶⁾	Total ($)
Peter A. Reed⁽¹⁾ Chief Executive Officer	2022	300,000	—	—	—	—	233,788	533,788
Peter A. Reed⁽¹⁾ Chief Executive Officer	2021	275,000	172,812	—	—	—	10,844	458,656
Brent J. Pearson⁽²⁾ Chief Financial Officer & Chief Accounting Officer	2022	250,000	87,500	12,500	12,500	—	11,600	374,100
	2021	250,000	75,000	24,999	14,608	—	11,400	376,007
Adam M. Kleinman⁽³⁾ President	2022	300,000	35,938	—	—	—	214,100	550,038
Adam M. Kleinman⁽³⁾ President	2021	275,000	157,500	—	—	—	10,844	443,344

(1)	Mr. Reed became our Chief Executive Officer on September 18, 2017.

(2)	Mr. Pearson has served as our Chief Accounting Officer since October 29, 2018, was appointed our Chief Financial Officer in September 2019 and previously served as Interim Chief Financial Officer from February 2019 until September 2019.

(3)	Mr. Kleinman has been our President since March 21, 2018. $160,581 and $85,000 of Mr. Kleinman’s compensation in the fiscal years ended June 30, 2022 and 2021, respectively, was reimbursed by GECC.

(4)	Incentive amounts payable under the GECM Performance Bonus Plan for the performance period ended June 30, 2022 are discretionary and were paid partially in cash, which is reported in this column, and partially in shares of GEG stock granted in fiscal 2023 for Messrs. Pearson and Kleinman.

(5)	The amounts in this c