Gregory Borenstein
About Gregory Borenstein
Gregory Borenstein, age 40, serves as a Portfolio Manager of Ellington Credit Company (EARN) and is Managing Director and Head of Corporate Credit at Ellington Management Group (EMG). He leads EMG’s CLO investment business, manages index and bespoke tranches, and contributes to hedging strategy and broader portfolio management; prior roles include Goldman Sachs’ Secondary CLO trading desk and Proprietary Structured Credit Desk. He holds degrees in Applied Mathematics and Economics from Johns Hopkins University . Fund-level documents do not disclose individual TSR, revenue, or EBITDA performance metrics tied to his compensation; EARN’s executive officers are employed by EMG and do not receive direct compensation from the Fund .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ellington Management Group (EMG) | Managing Director; Head of Corporate Credit | 2012–present | Established and grew EMG’s CLO capabilities; oversees CLOs and credit derivatives portfolio management; serves on Portfolio Management and Risk Oversight Committees . |
| Goldman Sachs | Secondary CLO Trading Desk member | Prior to 2012–2012 | Traded U.S. and European CLOs and TruPS; contributed to secondary market liquidity and pricing . |
| Goldman Sachs | Proprietary Structured Credit Desk | Prior to 2012 | Managed multi-billion portfolio exposure in CLOs and credit derivatives . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EMG Portfolio Management Committee | Member | Not disclosed | Governance over investment policies and portfolio decisions across EMG strategies . |
| EMG Risk Oversight Committee | Member | Not disclosed | Oversight of risk management, including hedging strategies and portfolio risk controls . |
Fixed Compensation
EARN is externally managed; executive officers (including Portfolio Managers) are employed by EMG and do not receive direct cash compensation from the Fund. The Fund does not have compensation agreements with its named executive officers (NEOs) and does not intend to pay cash compensation directly to them; CFO/COO compensation is paid by the Administrator and may be reimbursed by the Fund on an allocable basis under an Administration Agreement. Borenstein is not listed as an NEO in the proxy and no base salary, bonus, or benefits are disclosed for him in Fund documents .
| Component | 2024 | 3M Ended Mar 31, 2025 | Notes |
|---|---|---|---|
| Base Salary (Fund-paid) | Not disclosed; Fund does not pay executive officers . | Not disclosed; Fund does not pay executive officers . | Executive officers are employed by EMG; no direct Fund cash comp. |
| Target Bonus % (Fund) | Not disclosed . | Not disclosed . | No Fund bonus programs for executive officers. |
| Cash Paid/Reimbursed via Administrator | Estimate in proxy pertains to CFO/COO; ~$1.6M would have been incurred if Admin Agreement in place in 2024 . | ~$0.4M would have been incurred for CFO/COO/admin personnel in Q1 FY25 if Admin Agreement in place . | Borenstein’s comp not included; relates to CFO/COO and admin personnel. |
Performance Compensation
The Fund’s prior Management Agreement and current Investment Advisory Agreement compensate the Adviser, not individual executive officers; performance fees are calculated on Pre-Performance Fee Net Investment Income subject to a hurdle and “catch-up” and were waived through January 2025. No individual metric weighting, targets, or payouts are disclosed for Borenstein; executives do not receive direct incentive compensation from the Fund .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for individual executives; Adviser-level performance fee applies | N/A | N/A | N/A | N/A | N/A . |
Equity Ownership & Alignment
| Metric | Apr 10, 2025 | Jun 6, 2025 | Notes |
|---|---|---|---|
| Common Shares Beneficially Owned | 18,000 | 18,000 | Less than 1% of shares outstanding at each date . |
| Ownership as % of Shares Outstanding | <1% | <1% | 37,559,195 shares outstanding as of Apr 10/Jun 6, 2025 used in tables . |
| Unvested RSUs / Restricted Shares | None indicated for Borenstein (footnotes detail vesting for CFO/COO only) . | None indicated . | 2023 Equity Incentive Plan terminated at conversion; 39,577 restricted shares outstanding under prior plan, not shown for Borenstein . |
| Pledging of Shares | Prohibited by Fund Insider Trading Policy . | Prohibited . | Aligns with anti-pledging best practices. |
| Hedging/Short Sales | Prohibited (hedging/monetization transactions and short sales) . | Prohibited . | Reduces misalignment risk. |
| Margin Purchases | Prohibited . | Prohibited . | Limits leverage-related forced selling risk. |
| Rule 10b5-1 Plans | Permitted with pre-clearance and compliance requirements . | Permitted with constraints . | Could indicate planned selling cadence if adopted. |
Employment Terms
- Employment and role: Borenstein is a Portfolio Manager of the Fund and an officer of the Adviser; executive officers are EMG employees made available to the Adviser under a Services Agreement; the Fund has no direct compensation agreements with executive officers .
- Administration Agreement: Effective April 1, 2025, the Administrator provides personnel and services; the Fund reimburses allocable costs including CFO/COO compensation; terminable by the Fund on 60 days’ notice and by the Administrator on 90 days’ notice .
- Services Agreement: EMG provides personnel/services to the Adviser and Administrator; the Fund is a third-party beneficiary with direct recourse against EMG for breaches .
- Clawback Policy: Adopted April 1, 2025; Effective Date February 3, 2025; applies to executive officers for incentive-based compensation tied to financial reporting measures; recovery upon “Restatement” unless “Impracticable”; no indemnification for recoveries; includes stock price and TSR among financial reporting measures .
- Insider Trading Policy: Prohibits trading on MNPI, hedging/monetization transactions, short sales, pledging, margin purchases; allows Rule 10b5-1 plans with pre-clearance; violations may be cause for termination; certification required .
- Severance/change-of-control: No executive officer severance/change-of-control economics are disclosed; the Manager waived termination fees in connection with the conversion, but that pertains to the advisory contract, not individual executives .
Investment Implications
- Alignment: Borenstein’s direct ownership is modest (18,000 shares, <1%); anti-hedging/pledging policies reduce misalignment risk; absence of disclosed RSUs/options or vesting events for him suggests limited near-term selling pressure compared to CFO/COO vesting schedules noted elsewhere .
- Incentives: Fund-level performance compensation accrues to the Adviser, not directly to executives; documents do not disclose Borenstein’s participation in EMG profits, which limits visibility into his pay-for-performance alignment at the individual level .
- Retention and conflicts: As an EMG employee critical to CLO strategy, retention hinges on EMG rather than Fund contracts; Fund risk factors highlight potential conflicts given overlapping roles across EMG/EFC and the Fund, which investors should weigh when assessing governance and execution risk .
- Trading signals: Pledging/hedging prohibitions and pre-clearance for 10b5-1 plans imply any future sales are likely pre-planned; monitor for adoption or modifications of Rule 10b5-1 plans and any Form 4 activity to gauge timing and magnitude of potential insider selling .
Overall, the structure emphasizes firm-level advisory economics and stringent trading policies, with limited disclosure on individual compensation metrics for Borenstein; focus diligence on EMG platform performance and Fund-level advisory/fee constructs, while tracking beneficial ownership changes and any pre-planned trading activity .