David Miller
About David J. Miller
Independent Trustee of Ellington Credit Company (EARN), born 1959, serving since May 2013; principal occupation is Private Investor. He is classified by the Board as an Independent Trustee and designated an “audit committee financial expert,” overseeing one portfolio in the fund complex; he attended at least 75% of Board and committee meetings in 2024 and participated in the 2024 Annual Meeting and Special Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StoneMor Inc. (NYSE: STON; public predecessor to Everstory Inc.) | Director | Jul 2019 – Nov 2022 | Chair, Compensation, Nominations & Governance; Member, Audit |
| Figure Acquisition Corp. (NYSE: FACA) | Director; Audit Committee Chair | Feb 2021 – Dec 2022 | Led audit oversight for SPAC stage |
| Lombard International Assurance | Director | Jul 2015 – Dec 2023 | Board service concluded Dec 2023 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Everstory Inc. (private; successor to StoneMor) | Director | Nov 2022 – Present | Chair, Compensation, Nominations & Governance; Member, Audit and Trust Investment |
| J.G. Wentworth | Chairman of the Board; Director | Jan 2018 – Present | Board leadership |
| Prima Insurance | Director | Jul 2018 – Present | Chair, Risk and Control Committee |
Board Governance
- Independence: Board determined David J. Miller is independent under the 1940 Act; four of six trustees are independent .
- Committees (EARN): Audit Committee Member; Nominating & Corporate Governance Committee Member. Audit met 5 times; Nominating met 4 times in 2024 .
- Financial expertise: Board determined Miller is an “audit committee financial expert” and financially literate .
- Attendance: In 2024, there were 17 Board meetings; each trustee attended at least 75% of Board and committee meetings; Miller attended the 2024 Annual Meeting and the Special Meeting .
- Executive sessions: Independent Trustees held 7 executive sessions in 2024, typically presided over by the Chairman .
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Annual Cash Retainer (Independent Trustee) | $70,000 | 2024 | Standard cash retainer for Independent Trustees |
| Committee Chair Fee (Compensation Committee) | $7,500 | 2024 | Paid while Miller chaired the Compensation Committee prior to its dissolution in 2025 |
| Fees Earned or Paid in Cash (Total) | $77,500 | 2024 | Sum of retainer + chair fee |
| “All Other Compensation” (cash paid on dividends on unvested restricted shares) | $7,315 | 2024 | Dividend-equivalent cash during vesting |
Performance Compensation
| Equity Award Detail | Grant Date | Number of Shares | Grant-Date Fair Value (USD) | Vesting Schedule |
|---|---|---|---|---|
| Restricted Common Shares (2024 Independent Trustee grant) | Sep 11, 2024 | 14,472 | $100,002 | 8,684 vested immediately; 5,788 vested the day following the Jan 17, 2025 Special Meeting |
- Total compensation (cash + equity fair value + dividends) for 2024: $184,817 .
- Structural change: Following the April 1, 2025 conversion to a registered investment company, EARN will not grant restricted common shares to trustees, officers, or employees; the 2023 Equity Incentive Plan was terminated prior to conversion . This shifts director pay mix toward cash and away from equity, reducing equity-based alignment going forward.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Everstory Inc. | Private | Director; multiple committee chairs/members | Funeral/cemetery services; no disclosed transactions with EARN or Adviser |
| J.G. Wentworth | Private | Chairman | Consumer finance/services; no disclosed transactions with EARN or Adviser |
| Prima Insurance | Private | Director; Chair Risk & Control | Insurance; no disclosed transactions with EARN or Adviser |
| Figure Acquisition Corp. (FACA) | Public (former) | Director; Audit Chair | Tenure ended Dec 2022; unrelated to EARN post-conversion |
| StoneMor Inc. | Public (former) | Director | Transitioned to Everstory; unrelated to EARN |
| Lombard International Assurance | Private | Director | Resigned Dec 2023; unrelated to EARN |
- Related-party transactions: The Nominating & Corporate Governance Committee reviews related-party transactions; none involving Miller were disclosed. Post-conversion, 1940 Act restrictions further limit affiliated transactions (e.g., principal/joint transactions absent exemptive relief) .
Expertise & Qualifications
- Audit committee financial expert; financially literate per SEC/NYSE standards .
- Significant governance leadership across multiple boards (chair roles in compensation, risk & control) indicating expertise in remuneration policy, audit oversight, and enterprise risk controls .
- Private investor background; brings broad judgment and time availability vetted by the Nominating & Corporate Governance Committee criteria .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| David J. Miller | 65,703 | <1% (denoted “*”) | Includes 10,000 shares held jointly with spouse |
| Dollar Range of Equity Securities (Trustee disclosure) | — | — | $100,001–$500,000 (based on $6.53 per share NAV as of Dec 31, 2024) |
- Pledging/Hedging: No pledging or hedging disclosures for Miller were identified in the proxy; no loans or company-provided financing noted .
- Ownership guidelines: Not disclosed for trustees in the proxy .
Governance Assessment
- Strengths: Independence affirmed; active committee roles (Audit, Nominating & Corporate Governance); audit committee financial expert designation; adequate attendance; meaningful personal share ownership; robust executive-session cadence supports independent oversight .
- Alignment/Pay Mix: Prior equity grants (time-based vesting) enhanced alignment; however, post-conversion prohibition on restricted share grants to trustees shifts compensation to cash, potentially modestly reducing long-term alignment signals versus prior structure .
- Conflicts/Related Parties: No related-party transactions involving Miller disclosed; 1940 Act constraints further mitigate conflict risk; committee pre-approval processes in place .
- Workload/Overboarding: Multiple concurrent board roles across private companies (Everstory, J.G. Wentworth, Prima Insurance). The Nominating & Corporate Governance Committee explicitly considers time availability and conflicts; 2024 attendance and meeting participation thresholds were met, which supports engagement quality .
- RED FLAGS: None disclosed regarding low attendance, related-party transactions, pledging/hedging, or legal proceedings. Monitoring recommended for future pay mix changes and potential overboarding risk as responsibilities evolve .