Great Elm Group (GEG) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 4, 2024, to be held virtually, with voting and participation available online.

• Proxy materials distributed primarily via Internet to conserve resources and reduce costs.

• Record date for voting is October 11, 2024, with 29,817,731 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote on: election of six directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and for ONE YEAR frequency on say-on-pay.

• Shareholder proposals for the 2025 meeting must be submitted by June 20, 2025.

Board of directors and corporate governance

• Board consists of six members, with five determined to be independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with written charters.

• Board leadership structure combines Chairman and CEO roles, currently held by Jason W. Reese.

• Director share ownership guidelines require non-employee directors to own stock equal to at least five times the annual cash retainer.

• Board and committees held a total of 13 meetings in fiscal 2024, with all directors attending at least 75% of meetings.