Suzanne Hammer
About Suzanne Hammer
Suzanne Hammer is the Chief Compliance Officer (CCO) of Ellington Credit Company (ticker: EARN), serving under a services agreement with Vigilant Compliance, LLC, where she is a Director; the Fund incurred $33,600 in fees payable to Vigilant for her CCO services in 2024 and expects $55,800 for FY 2025–2026, with $13,950 incurred for the three-month period ended March 31, 2025 . The Fund has no employees; executive officers are provided by affiliates and do not receive direct cash compensation from the Fund, and the CCO function is outsourced and reimbursed via service fees rather than pay-for-performance structures . Education, age, and tenure beyond the 2024–2025 service period are not disclosed in Fund filings; external profiles indicate she has served as a Director at Vigilant since 2021, but formal academic credentials are not confirmed in company documents .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ellington Credit Company (EARN) | Chief Compliance Officer | 2024–present | Leads the Fund’s compliance program under the 1940 Act, including oversight of insider trading windows and compliance frameworks; services delivered via Vigilant contract rather than direct employment . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vigilant Compliance, LLC | Director | 2021–present | Provides outsourced CCO services to EARN; contract structure shifts compensation to fixed service fees, with potential conflicts monitored by the Board . |
Fixed Compensation
| Metric | FY 2024 | 3M Ended Mar 31, 2025 | FY 2025–2026 (Expected) |
|---|---|---|---|
| CCO Service Fees (payable to Vigilant) | $33,600 | $13,950 | $55,800 |
- The Fund’s executive officers do not receive direct cash compensation from the Fund; CFO/COO compensation is paid by the Administrator and reimbursed by the Fund, while CCO services are contracted through Vigilant and reimbursed as fees .
- Following the Fund’s conversion, restricted common share awards will not be granted to any trustee, officer, or employee; the 2023 Equity Incentive Plan was terminated prior to the conversion date .
Performance Compensation
- No performance-based compensation metrics (e.g., revenue, EBITDA, TSR-linked PSUs) are disclosed or applicable to the outsourced CCO role; compensation is fee-for-service via Vigilant without disclosed targets or variable payout mechanics .
- As a closed-end fund under the 1940 Act, the Board oversees compliance through committees and monitoring of the Chief Compliance Officer; compensation policies for officers do not include equity incentives post-conversion .
Equity Ownership & Alignment
- The N-2 beneficial ownership tables list trustees and certain executive officers; Ms. Hammer is not listed and no beneficial ownership for her is disclosed as of October 31, 2025 .
- The Fund’s insider trading policy imposes scheduled restrictive periods for insiders and sets requirements around Rule 10b5-1 plans; specific hedging or pledging restrictions are not detailed in the excerpt provided .
- Post-conversion, equity awards to officers are prohibited, which eliminates equity-based alignment and also removes equity-related selling pressure vectors tied to vesting schedules .
Employment Terms
- Engagement Structure: Ms. Hammer serves as CCO via an agreement between the Fund and Vigilant Compliance, LLC; the Fund reimburses fees payable to Vigilant for her services rather than paying salary/bonus directly .
- Term/Severance/Change-of-Control: No employment contract terms (e.g., severance multiples, change-of-control triggers, accelerated vesting) are disclosed for the outsourced CCO engagement .
- Oversight: The Audit Committee and Nominating & Governance Committee, both comprised solely of Independent Trustees, oversee compliance and governance matters, including monitoring the CCO function; each committee met multiple times in 2024 .
- Conflicts Monitoring: The N-2 highlights potential conflicts given affiliations among the Fund, Adviser, Administrator, EMG, and service providers; the Board monitors these arrangements, including the Vigilant engagement for compliance services .
Investment Implications
- Compensation alignment: As an outsourced CCO, Ms. Hammer’s compensation is fixed-fee and not linked to Fund performance metrics; this reduces pay-for-performance alignment but also limits incentives that could drive risk-taking behavior .
- Insider selling pressure: Absence of equity awards post-conversion and no disclosed personal holdings for the CCO minimize vest-driven selling pressure; insider trading windows and policy governance further reduce trading risk signals .
- Retention risk: Retention hinges on the Vigilant contract rather than individual golden parachutes; lack of disclosed severance/change-of-control economics suggests limited transition costs but potential service continuity risk if the third-party engagement changes .
- Governance quality: Independent committee oversight and explicit monitoring of conflicts provide a structured compliance environment, which is favorable for control risk management but decouples the CCO’s incentives from equity value creation .