Great Elm Group (GEG) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 5, 2025, to be held virtually, allowing electronic voting and participation.

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

• Stockholders as of October 10, 2025, are eligible to vote on key proposals and director elections.

Voting matters and shareholder proposals

• Election of eight directors to serve until the next annual meeting or until successors are elected.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending June 30, 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the 2025 Long-Term Incentive Compensation Plan to replace the expiring 2016 plan.

• Board recommends voting FOR all proposals and nominees.

Board of directors and corporate governance

• Board consists of eight members, with one director retiring and a new nominee proposed.

• Majority of directors are independent as per Nasdaq standards; only the CEO is not independent.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• Board leadership structure combines Chairman and CEO roles, with a Vice Chairman and no lead independent director.

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