Thomas P. Majewski
About Thomas P. Majewski
Thomas P. Majewski is ECC’s Chief Executive Officer and a Class III Director, serving since inception; his current Director term expires in 2026 and he is deemed an “interested person” due to his role with the external Adviser . He has ~30 years of credit and structured finance experience, pioneered early CLO refinancings, and previously held leadership roles at J.P. Morgan, Merrill Lynch, Bear Stearns, and RBS; he was U.S. Country Head at AMP Capital/AE Capital and began his career in Arthur Andersen’s securitization group; he holds a BS in Accounting from Binghamton University . ECC is externally managed; officers are not directly compensated by ECC, and interested Directors (including Majewski) receive no compensation from ECC; ECC pays the Adviser base management and NII-based incentive fees ($42.9 million for FY2024; $33.4 million for FY2023), and pays the Administrator cost-based fees ($1.4 million FY2024; $1.2 million FY2023) . The Board’s governance structure includes a Lead Independent Director (Weiss), an Independent Chairperson (Matthews), and two committees composed entirely of Independent Directors (Audit chaired by Weiss; Nominating); the Board met five times in FY2024 and all Directors met the ≥75% attendance threshold .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.P. Morgan; Merrill Lynch; Bear Stearns; RBS | Leadership roles in Fixed Income divisions | Not disclosed | Led creation of early CLO refinancings; pioneered market techniques now commonplace |
| AMP Capital/AE Capital | U.S. Country Head | Not disclosed | Oversaw credit/private investments for Australian investors |
| Arthur Andersen | Securitization group (career start) | Not disclosed | Early securitization experience; foundation for structured credit career |
External Roles
| Organization | Role(s) | Years |
|---|---|---|
| Eagle Point Income Company Inc. | Chair of Board; Chief Executive Officer | Not disclosed |
| Eagle Point Institutional Income Fund | Trustee; Chief Executive Officer; Principal Executive Officer | Not disclosed |
| Eagle Point Enhanced Income Trust | Trustee; Chief Executive Officer; Principal Executive Officer | Not disclosed |
| Eagle Point Defensive Income Trust | Trustee; Chief Executive Officer; Principal Executive Officer | Not disclosed |
Fixed Compensation
| Component | ECC Policy | Amount |
|---|---|---|
| Base Salary | Not directly compensated by ECC (externally managed structure) | Not applicable |
| Target Bonus % / Actual Bonus | Not directly compensated by ECC | Not applicable |
| Director Fees (Majewski) | Interested Directors serve without compensation from ECC | Not applicable |
Independent Directors receive $95,000 annual retainer, plus $12,500 Audit Chair and $5,000 Nominating Chair fees; Majewski as an interested Director receives none .
Performance Compensation
| Metric | Applies To | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Net Investment Income (NII) | Adviser’s incentive fee basis under Advisory Agreement | Not disclosed | Not disclosed | Not disclosed | Incentive fee paid to Adviser based on NII | Not disclosed |
ECC’s external Advisory Agreement compensates the Adviser via base management fee and an incentive fee tied to ECC’s NII, which indirectly aligns the managing partner’s (Majewski’s) economic incentives with income generation; specific personal award mechanics for Majewski are not disclosed at ECC .
Equity Ownership & Alignment
| Period | Common Shares Beneficially Owned | % of Common Outstanding | Preferred Shares Beneficially Owned | % of Preferred Outstanding |
|---|---|---|---|---|
| Q4 2023 (Record Date) | 62,000 | “*” (<1.0%) | — | “*” (<1.0%) |
| Q1 2025 (Record Date) | 62,000 | “*” (<1.0%) | 3,000 | “*” (<1.0%) |
| Q3 2025 (Record Date) | 32,000 | “*” (<1.0%) | 4,086.96 | “*” (<1.0%) |
- Shares outstanding context: 76,948,138 common / 3,328,948 preferred (Q4 2023) ; 120,183,480 common / 11,570,770 preferred (Q1 2025) ; 130,832,939 common / 14,449,646 preferred (Q3 2025) .
- Dollar range of ECC equity owned by Majewski: “Over $100,000” (ECC and Fund Complex) .
- Pledging/hedging: No disclosure identified in the proxies searched; no pledging or hedging policy references found in these documents .
Notable change: common beneficial ownership reported decreased from 62,000 (Q4 2023 and Q1 2025 records) to 32,000 (Q3 2025 record); reason not disclosed in proxies .
Employment Terms
- ECC officers are not directly compensated by the Company (externally managed model); compensation flows via Adviser and Administrator agreements .
- No ECC employment agreement, severance, change-of-control, or executive equity award schedules for Majewski are disclosed in the proxies reviewed .
Board Governance
- Board composition: six Directors; four Independent (Appleby, McDonald, Tramontano, Weiss) and two interested (Matthews—Chairperson; Majewski—CEO) .
- Lead Independent Director: Weiss; Audit Committee Chair: Weiss; committees (Audit, Nominating) comprise only Independent Directors .
- Board/committee activity in FY2024: Board met five times; Audit Committee met five times; Nominating Committee met three times; each Director attended ≥75% of meetings of Board/committees served .
- Dual-role implications: Majewski is both CEO and a Director (interested); Chairperson role is held by another interested Director (Matthews) while a Lead Independent Director is designated, which partially mitigates governance concentration concerns .
Related Party Transactions (Advisory and Administration)
| Fiscal Year | Advisory Fees (Base + Incentive) | Administration Fees |
|---|---|---|
| FY2023 | $33.4 million | $1.2 million |
| FY2024 | $42.9 million | $1.4 million |
- Adviser background: Established in November 2012 by Majewski and Stone Point; owned primarily via EP Holdings LP/Trident Funds; governance via Board of Managers including Majewski and Stone Point principals; AUM ~$9.1B (Dec 31, 2023) and ~$11B (Dec 31, 2024) including undrawn commitments .
Performance & Track Record
- Professional track record: 30 years in credit/structured finance; led early CLO refinancing innovations; senior roles at major banks, US Country Head for AMP Capital/AE Capital; BS in Accounting (Binghamton University) .
- ECC operating context: Adviser incentive fee linked to ECC’s NII, which emphasizes income generation; disclosure does not provide individual performance targets or executive payout curves for Majewski at ECC .
Director Compensation (Context)
- Independent Director cash retainers: $95,000; Audit Chair +$12,500; Nominating Chair +$5,000; amounts and fund-complex aggregates disclosed for 2023 and 2024 .
- Interested Directors (including Majewski) receive no compensation from ECC for Board service .
Insider Transactions (Trading Signals)
- Public aggregator records indicate Majewski’s holdings and some open-market ECC/EIC purchases over prior years; for example, third-party sources show ECC holdings and past buys (e.g., 2022 and earlier); these are not ECC proxy disclosures and should be cross-verified against Form 4 filings .
Note: Proxies provide beneficial ownership snapshots; detailed Form 4 transaction data should be reviewed directly on EDGAR for precise timing and volumes .
Investment Implications
- Pay-for-performance alignment: As ECC is externally managed, Majewski’s economic exposure is indirect through Adviser economics; the Adviser’s incentive fee is tied to ECC NII, reinforcing income generation but potentially incentivizing asset growth and leverage within 1940 Act constraints; absence of individual CEO bonus/equity award disclosures at ECC limits transparency into personal incentive alignment .
- Ownership signal: Beneficial ownership is consistently <1% of ECC’s float and showed a reduction in reported common shares in 2025 vs. 2024 record dates; while dollar range remains “Over $100,000,” limited direct ownership concentration reduces immediate insider alignment but is typical for externally managed funds .
- Governance mitigants: Separate Chairperson (Matthews), designated Lead Independent Director (Weiss), and independent-only committees provide checks on Majewski’s dual role as CEO/Director; consistent meeting cadence and attendance support oversight quality .
- Related-party economics: Adviser and Administrator fees are material ($42.9m advisory; $1.4m admin FY2024), warrant ongoing monitoring for fee levels vs. NII coverage and shareholder returns; fee growth from 2023 to 2024 reflects scale, but investors should evaluate NII and distribution sustainability given leverage targets and preferred share structures .
- Data gaps: No ECC disclosure of executive employment agreements, severance/change-in-control terms, equity awards, or anti-pledging/hedging policies for executives; trading signals should rely on verified Form 4s and beneficial ownership trends rather than proxy-only snapshots .