Ronald Simon
About Ronald I. Simon, Ph.D.
Independent Trustee of Ellington Credit Company (EARN); year of birth 1938; has served on the Board since May 2013. Background: Private Investor; long-tenured board member with audit expertise. Independence: affirmed by the Board under 1940 Act standards; one of four Independent Trustees. Attendance: in 2024, each current trustee attended at least 75% of Board and committee meetings; Simon attended the 2024 Annual Meeting and the Special Meeting. Committees: Chair, Nominating & Corporate Governance; Member, Audit.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Independence Corp. (AIC) | Director | 2002–Aug 2016 | Audit Committee member (at successor IHC later) |
| Independence Holdings Company (IHC) | Director | Aug 2016–Feb 2022 | Audit Committee member Nov 2017–Feb 2022 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ellington Financial Inc. (EFC) | Director; Chairman of the Board; Chairman of Audit Committee | Director since 2007; Board Chair & Audit Chair since Jan 2021 | Oversight of affiliate in Ellington complex |
Board Governance
- Independence: Board determined Simon is independent under 1940 Act; majority of Board independent (4 of 6).
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit.
- Audit financial expertise: Board determined Simon is an “audit committee financial expert.”
- Executive sessions: Independent Trustees met in executive session seven times in 2024.
- Meetings: Board met 17 times in 2024; Audit Committee met 5; Nominating & Corporate Governance met 4.
- Attendance: Each current trustee attended at least 75% of Board and applicable committee meetings; Simon attended the 2024 Annual Meeting and the Special Meeting.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (Independent Trustee) | $70,000 | 2024 trustee program |
| Committee chair retainer (Nominating & Corporate Governance) | $7,500 | 2024 chair fee |
| Total cash fees (2024) | $77,500 | Simon’s “Fees Earned or Paid in Cash” |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Restricted Common Shares | Sep 11, 2024 | 14,472 | $100,002 | 8,684 shares vested on grant; 5,788 vested the day after the Special Meeting (Jan 18, 2025) |
| Dividends on unvested restricted shares (cash) | 2024 | — | $7,315 | Cash paid for dividends on unvested awards |
- Equity award policy change: Following Conversion to a registered investment company, EARN will not grant restricted common share awards to trustees/officers going forward; 2023 Equity Incentive Plan terminated prior to Conversion.
Other Directorships & Interlocks
| Company | Relationship to EARN | Simon’s Role | Governance Risk Note |
|---|---|---|---|
| Ellington Financial Inc. (EFC) | Affiliate within Ellington complex; overlapping leadership with EMG | Director; Chairman; Audit Committee Chair | Cross-board interlock across Ellington entities may warrant monitoring for related-party oversight and advisor/administrator common control dynamics. Independence affirmed by EARN Board. |
Expertise & Qualifications
- Audit committee financial expert designation; financially literate per NYSE and SEC.
- Long-tenured governance leadership (Chair of Nominating & Corporate Governance).
- Extensive board experience across financial services entities (EFC; AIC/IHC).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Dollar Range | Notes |
|---|---|---|---|---|
| Ronald I. Simon, Ph.D. | 69,464 | 0.19% (computed from 37,559,195 shares outstanding) | $100,001–$500,000 | “Less than 1%” per proxy; shares outstanding 37,559,195 as of Apr 10, 2025 |
- Group holdings: All executive officers and trustees as a group (10 persons) own 510,442 shares (1.4%).
- Pledging/Hedging: Not disclosed; no pledging noted.
- Options: None disclosed for Independent Trustees in 2024.
Governance Assessment
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Strengths
- Independent status under 1940 Act; audit financial expert designation enhances committee effectiveness.
- Chairing Nominating & Corporate Governance and membership on Audit aligns with experience; consistent attendance policy and participation.
- Clear post-Conversion governance under 1940 Act with restrictions on trustee equity grants (reduces pay-related conflicts).
-
Watch Items
- Interlocks within the Ellington complex (EFC) combined with common ownership/control among Adviser, Administrator, and EMG create structural related-party dynamics; continued robust committee oversight and related-party review processes are critical.
- Historical equity grants to Independent Trustees (pre-Conversion) could be viewed as alignment, but dividends on unvested shares and immediate vesting tranche warrant monitoring; policy change post-Conversion removes future equity grants.
-
Attendance/Engagement
- Board met 17 times in 2024; Independent Trustees held seven executive sessions; Simon met the 75%+ attendance threshold and attended both the Annual Meeting and Special Meeting, indicating engagement.
-
Compensation Structure Signals
- Cash retainer plus modest chair fee; total 2024 cash fees of $77,500.
- Transition to no trustee equity grants post-Conversion lowers at-risk pay for directors but aligns with 1940 Act requirements; investors should focus on oversight quality and independence processes for advisor/administrator relationships.
RED FLAGS
- Potential conflict-of-interest exposure via cross-directorship at EFC and shared control among Adviser, Administrator, and EMG; mitigated by independence determinations and committee oversight, but merits ongoing monitoring by investors.