Robert Allardice
About Robert B. Allardice, III
Robert B. Allardice, III (born 1946) is the Independent Chairman of the Board at Ellington Credit Company (EARN), serving on the Board since May 2013 and as Chairman since January 2021; his principal occupation is Private Investor . The Board has determined he is independent under the 1940 Act and NYSE standards and that he qualifies as an “audit committee financial expert” as defined by the SEC . In 2024, the Independent Trustees met in executive session seven times without management; the Chairman typically presides over these sessions . He attended the 2024 Annual Meeting of Shareholders and Special Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hartford Financial Services Group, Inc. (NYSE: HIG) | Director; Audit Committee member; Chairman of Finance, Investment and Risk Management Committee | Sep 2008 – Jun 2023 | Led finance/investment/risk oversight at HIG board level |
| GasLog Partners LP (NYSE: GLOP) | Director | Oct 2014 – Jan 2021 | Board oversight at LNG shipping MLP |
External Roles
| Organization | Role | Status |
|---|---|---|
| Private Investor | Principal Occupation | Current |
Board Governance
- Independence: EARN’s Board determined Mr. Allardice is independent; four of six trustees/nominees are Independent Trustees .
- Committee assignments (2024): Audit Committee Chair; Nominating & Corporate Governance Committee Member .
- Audit Committee expertise: All Audit Committee members are financially literate; the Board determined Mr. Allardice is an “audit committee financial expert” .
- Meetings and attendance: 17 Board meetings in 2024; each current trustee attended at least 75% of Board and committee meetings; Audit met 5 times, Nominating & Corporate Governance met 4 times .
- Annual meeting participation: Mr. Allardice attended the 2024 Annual Meeting of Shareholders and Special Meeting .
- Executive sessions: Independent Trustees met in executive session seven times in 2024; Chairman presides .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 5 |
| Nominating & Corporate Governance | Member | 4 |
Audit Committee report: Oversight of financial reporting, internal control, PCAOB/SEC communications; recommended inclusion of audited financials in Form 10-K; affirmed PwC independence compliance .
Fixed Compensation (Trustee Pay – 2024)
- Program structure: Annual cash retainer $70,000 for Independent Trustees; Chairman of Board $25,000; Audit Committee Chair $15,000; Nominating & Corporate Governance Chair $7,500; Compensation Committee Chair $7,500 (committee dissolved in 2025) .
- Mr. Allardice 2024 compensation (cash and totals as reported):
| Name | Fees Earned or Paid in Cash | All Other Compensation (dividends on unvested shares) | Total Compensation |
|---|---|---|---|
| Robert B. Allardice, III | $110,000 | $7,315 | $217,317 |
Performance Compensation (Equity Awards – 2024)
- Equity awards policy shift: Restricted share grants to trustees were permitted prior to EARN’s conversion; going forward, under the 1940 Act, EARN will not grant restricted shares to trustees, officers, or employees; 2023 Equity Incentive Plan terminated prior to Conversion Date .
- 2024 grant details for Independent Trustees (including Mr. Allardice):
| Grant Date | Award Type | Shares | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Sep 11, 2024 | Restricted Common Shares | 14,472 | $100,002 | 8,684 vested immediately; 5,788 vested the day following the Special Meeting |
| Item | Notes |
|---|---|
| Dividends on unvested shares | Cash paid with respect to dividends in 2024 on unvested restricted shares (for Mr. Allardice: $7,315) |
| Future awards | No restricted share awards to trustees post-Conversion per 1940 Act restrictions; 2023 EIP terminated |
No performance-conditioned metrics (e.g., TSR, EBITDA, ESG) tied to director compensation are disclosed; awards are time-based and, post-Conversion, discontinued for trustees .
Other Directorships & Interlocks
| Company | Market | Role | Dates |
|---|---|---|---|
| The Hartford Financial Services Group, Inc. | NYSE: HIG | Director; Audit Member; Chair of Finance/Investment/Risk | Sep 2008 – Jun 2023 |
| GasLog Partners LP | NYSE: GLOP | Director | Oct 2014 – Jan 2021 |
- No related-party transactions involving Mr. Allardice are disclosed; related-party transactions are reviewed by the Nominating & Corporate Governance Committee, and post-Conversion the 1940 Act imposes restrictions on certain transactions with affiliates .
Expertise & Qualifications
- Board leadership: Chairman of the Board since January 2021; Independent Trustee since May 2013 .
- Financial expertise: Designated “audit committee financial expert” by the Board; meets NYSE/SEC independence and financial literacy requirements .
- Risk oversight experience: Chaired Finance, Investment and Risk Management Committee at HIG; significant insurance/financial services governance background .
- Industry governance: Prior board role at GasLog Partners LP, adding energy/shipping sector experience .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Dollar Range Category |
|---|---|---|---|
| Robert B. Allardice, III | 55,703 | <1% | $100,001–$500,000 |
- Shares outstanding reference: 37,559,195 Common Shares as of April 10, 2025 .
- Ownership includes shares with voting/dispositive power and any shares acquirable within 60 days under SEC rules .
- No disclosure identified of share pledging or hedging by Mr. Allardice; EARN maintains an Insider Trading Policy available via its governance materials .
Governance Assessment
- Strengths: Independent Chairman with extensive audit and risk oversight experience; Audit Committee Chair and SEC-designated financial expert; strong engagement with Board and committee processes; attendance at annual meeting supports investor-facing engagement .
- Alignment: Meaningful personal ownership (55,703 shares; disclosed dollar range $100,001–$500,000) aligns incentives with shareholders .
- Compensation mix and future alignment: 2024 package blended cash ($110,000) and equity ($100,002 grant-date RSU value); post-Conversion, equity grants to trustees cease under the 1940 Act, shifting compensation toward cash—investors should monitor ongoing ownership levels to ensure continued alignment .
- Conflicts oversight: Nominating & Corporate Governance Committee pre-approves and reviews related party transactions; 1940 Act restrictions further mitigate affiliate transaction risks; no Allardice-specific related party transactions disclosed .
- Red flags: None disclosed regarding low attendance, option repricing, tax gross-ups, or pledging; continued monitoring warranted given compensation structure changes post-Conversion .