Great Elm Capital Group, Inc. (NASDAQ:GEC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Richard S. Chernicoff

On March 21, 2018, Richard S. Chernicoff resigned, effective immediately, as President and Chief Operating Officer and as a member of the board of directors (the “Board”) of Great Elm Capital Group, Inc. (the “Company”). Mr. Chernicoff’s resignation was not related to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. Following Mr. Chernicoff’s departure, the number of members on the Board decreased to seven persons.

In connection with his resignation, Mr. Chernicoff entered into post-employment consulting arrangements with the Company to a letter agreement with the Company (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Chernicoff will continue to provide services to the Company as an independent contractor in a consulting capacity for which he will receive an upfront payment of $100,000 and may earn additional compensation based on certain performance-based criteria specified in the Consulting Agreement. In addition, as of March 21, 2018, all vesting conditions related to Mr. Chernicoff’s outstanding performance-based restricted shares of the Company will be deemed to have been satisfied. The Company will also pay up to $30,000 of COBRA insurance coverage premiums for Mr. Chernicoff and his family members for a period of one year, and will reimburse him for his reasonable and documented out-of-pocket costs in connection with performing his services under the Consulting Agreement.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2018.

Appointment of Adam M. Kleinman

On March 21, 2018, the Board appointed Adam M. Kleinman to assume Mr. Chernicoff’s position as President and Chief Operating Officer of the Company, effective immediately.

Mr. Kleinman, 43, currently serves as Chief Operating Officer, General Counsel and Chief Compliance Officer of Great Elm Capital Management, Inc. (“GECM”). GECM, a wholly-owned subsidiary of the Company, is the external manager and investment adviser of pooled investment vehicles and accounts, including Great Elm Capital Corp. (“GECC”), an externally-managed business development company that invests in the debt instruments of middle market companies with a focus on special situations and catalyst-driven opportunities. Mr. Kleinman currently serves as the Chief Compliance Officer of GECC. Prior to joining GECM and GECC in 2017, Mr. Kleinman served as Partner, Chief Operating Officer and General Counsel of MAST Capital Management, LLC, a private investment manager.

About Great Elm Capital Group, Inc. (NASDAQ:GEC)

Great Elm Capital Group, Inc., formerly Unwired Planet, Inc., is a holding company. The Company makes investments in businesses and assets in various industries. The Company’s investment for long-term value creation is in the asset management business. The Company continues to explore other opportunities in the investment management business, including other business development companies (BDCs) that trade at a discount to their net asset value. The Company intends to build a diversified investment company consisting of the following three business lines: investment management, financial products and merchant banking. It is embarking on a program of creating bespoke financial products and creating a pipeline of acquisition opportunities. The Company’s subsidiary is Great Elm Capital Corporation (GECC).