Mary McBride
About Mary McBride
Mary McBride (born 1955) is an Independent Trustee of Ellington Credit Company (NYSE: EARN), serving since March 2021. She is a former President of CoBank, ACB (2013–2016) and today is a private investor, bringing deep financial and risk oversight experience. The Board has determined she is independent and an “audit committee financial expert” under SEC rules, and she currently serves on both the Audit Committee and the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoBank, ACB | President | 2013–2016 | Senior operating and financial leadership in a regulated financial institution |
| — | Private Investor | Past five years (current) | Ongoing investment oversight experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Intrepid Potash Inc. | Director | Since May 2020 | Diversified minerals company |
| CatchMark Timber Trust, Inc. | Director (former) | Feb 2018–Sep 2022 | Timberland REIT (acquired/combined; tenure ended 2022) |
Board Governance
- Independence, composition, and sessions
- The Board has six trustees, four of whom are independent under the 1940 Act; McBride is independent .
- Independent Trustees held seven executive sessions in 2024 without management .
- Committee assignments and expertise
- Audit Committee: Member; the Board designated McBride an “audit committee financial expert”; each Audit member meets NYSE/SEC independence and financial literacy requirements .
- Nominating & Corporate Governance Committee: Member .
- Attendance and engagement
- In 2024, the Board held 17 meetings; each current trustee attended at least 75% of Board and committee meetings on which they served. McBride also attended the 2024 Annual Meeting and the Special Meeting .
- Committee leadership and meeting cadence
- Audit Committee (Chair: Robert B. Allardice III) met 5 times in 2024; Nominating & Corporate Governance Committee (Chair: Ronald I. Simon, Ph.D.) met 4 times in 2024 .
Fixed Compensation
| Component (Director) | Amount/Detail | Period |
|---|---|---|
| Annual cash retainer (Independent Trustees) | $70,000 | FY2024 |
| Committee chair retainers | Not applicable to McBride (member, not chair) | FY2024 |
| All other compensation (cash paid on dividends on unvested restricted shares) | $7,315 | FY2024 |
| Total cash (McBride) | $70,000 | FY2024 |
Notes:
- 2024 trustee compensation framework: Independent Trustees received a $70,000 cash retainer; additional chair retainers applied only to committee chairs and the Board Chair (not McBride) .
- The Compensation Committee was dissolved in 2025 prior to the conversion to a registered investment company structure .
Performance Compensation
| Instrument | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Restricted Common Shares (director equity grant) | Sep 11, 2024 | 14,472 | $100,002 | 8,684 vested immediately on grant; 5,788 vested the day after the Jan 17, 2025 Special Meeting (i.e., following day) |
- Options/PSUs/TSR/performance metrics: None disclosed for directors in 2024; equity grants were time-based restricted Common Shares with the vesting schedule above .
- Forward-looking change: Following the April 1, 2025 conversion to a registered investment company, EARN will not grant restricted common share awards to any trustee, officer, or employee; the 2023 Equity Incentive Plan was terminated prior to the Conversion Date .
Other Directorships & Interlocks
| Company | Committee Roles (if disclosed) | Overlap/Interlock Relevance |
|---|---|---|
| Intrepid Potash Inc. (current) | Not disclosed in EARN’s proxy | Industrial minerals; no interlock with EARN’s adviser disclosed in proxy |
| CatchMark Timber Trust, Inc. (former) | Not disclosed | Ended Sep 2022; no related-party transactions disclosed involving McBride |
Expertise & Qualifications
- Audit committee financial expert; financially literate and NYSE/SEC independent for Audit service .
- Senior leadership in financial services as President of CoBank, ACB (2013–2016), supporting credit risk, governance, and control acumen .
- Service on resource and real asset boards (Intrepid Potash; prior CatchMark Timber) adds cross-industry perspective .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Dollar Range (as of April 10, 2025; NAV per share $6.53 on 12/31/24) |
|---|---|---|---|
| Mary McBride | 33,667 | Less than 1% (denoted “*”) | $100,001–$500,000 |
Context:
- Shares outstanding: 37,559,195 as of April 10, 2025 (record date context used in proxy) .
- No pledging/hedging by trustees is disclosed in the proxy; no specific related-party transactions involving McBride are disclosed .
Governance Assessment
-
Strengths
- Independence and expertise: McBride is an Independent Trustee and designated audit committee financial expert; this supports robust financial oversight amidst EARN’s 2024–2025 strategic shift and conversion to a registered investment company .
- Engagement: Attendance met the ≥75% threshold; she attended the 2024 Annual and Special Meetings; Independent Trustees held seven executive sessions in 2024, enhancing independent oversight .
- Ownership alignment: Direct beneficial ownership of 33,667 shares and a disclosed dollar range of $100,001–$500,000 provide tangible skin-in-the-game for a director .
-
Watch items and potential red flags
- Shift away from equity for directors: Post-conversion (effective April 1, 2025), directors will no longer receive restricted share awards; while this aligns with 1940 Act constraints, it reduces equity-based alignment relative to 2024 practice .
- External management conflicts (fund-level): EARN is externally managed by an affiliate of Ellington Management Group; advisory and performance fee structures require vigilant independent oversight (primarily via the Audit Committee and the Nominating & Corporate Governance Committee’s related-party review). No specific related-party transactions involving McBride are disclosed in the proxy .
- Committee structure/coverage: Only Audit and Nominating & Corporate Governance committees are in place; the Compensation Committee was dissolved in 2025, placing greater emphasis on governance and audit functions for adviser oversight and related-party review .
Overall, McBride’s financial expertise, independence, multi-sector board experience, and meaningful personal ownership support investor confidence in board oversight; investors should monitor the post-conversion compensation framework’s reduced equity linkage and ongoing management fee governance given the external adviser model .
Appendix: Key 2024 Trustee Compensation Details (for context)
| Name | Fees Earned or Paid in Cash | Restricted Common Share Awards (grant-date value) | All Other Compensation (dividends on unvested shares) | Total |
|---|---|---|---|---|
| Mary McBride | $70,000 | $100,002 | $7,315 | $177,317 |
Citations:
- Board nominees, McBride bio, directorships, year of birth:
- Independence determination, executive sessions:
- Committee memberships, audit expert designation, meeting counts:
- Trustee compensation program and shift post-conversion:
- 2024 individual trustee compensation detail:
- Beneficial ownership table, share count, and dollar range:
- Adviser/administration agreements and fees (governance context):