James R. Matthews
About James R. Matthews
James R. Matthews, age 57, is a Class II Director of Eagle Point Income Company Inc. (EIC), serving since inception and standing for re‑election by preferred shareholders to a term ending at the 2028 annual meeting; he is an “interested” director under the 1940 Act due to his role at Stone Point Capital LLC and its affiliation with EIC’s Adviser, not an independent director . He is a Managing Director of Stone Point Capital (since October 2011) and sits on the Adviser’s Board of Managers; he holds a B.S. from Boston College and an M.B.A. from Harvard Business School . Matthews also serves across the Eagle Point fund complex (ECC chairperson; trustee at Eagle Point Institutional Income Fund, Enhanced Income Trust, Defensive Income Trust) overseeing five portfolios in total .
Note: Matthews is an “interested person” of EIC under the 1940 Act (affiliation with Stone Point/Adviser); he is not independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stone Point Capital LLC | Managing Director | Oct 2011–present | Private equity leadership; Adviser governance via Board of Managers |
| Evercore Partners Inc. | Senior Managing Director; Co‑Head of Private Equity | Prior to joining Stone Point (dates not specified) | Led PE activities |
| Welsh, Carson, Anderson & Stowe | General Partner | 2000–2007 | Focused on information/business services investments |
| J.H. Whitney & Co. | General Partner | Not disclosed | General partner responsibilities |
| Salomon Brothers Inc. | Analyst (M&A) | Career start (dates not disclosed) | M&A analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagle Point Credit Company Inc. (ECC) | Chairperson of the Board | Not disclosed | Board leadership |
| Eagle Point Institutional Income Fund | Trustee | Not disclosed | Fund governance |
| Eagle Point Enhanced Income Trust | Trustee | Not disclosed | Fund governance |
| Eagle Point Defensive Income Trust | Trustee | Not disclosed | Fund governance |
| Alliant Insurance Services, Inc. | Director (Trident Funds portfolio company) | Not disclosed | Portfolio company oversight |
| HireRight Holdings Corporation | Director (Trident Funds portfolio company) | Not disclosed | Portfolio company oversight |
| Private Client Select Insurance Services, LLC | Director (Trident Funds portfolio company) | Not disclosed | Portfolio company oversight |
| SambaSafety (Safety TopCo Holdings GP LLC) | Director (Trident Funds portfolio company) | Not disclosed | Portfolio company oversight |
| Verisys (Trident AV Holdings, L.P.) | Director (Trident Funds portfolio company) | Not disclosed | Portfolio company oversight |
Board Governance
- Classification and election: Class II Director; up for election by preferred shareholders voting as a separate class; if elected, term runs to the 2028 annual meeting .
- Independence: The Board comprises six directors (four independent; two interested). Matthews is an “interested” director due to Stone Point’s affiliation with the Adviser; independent directors are Appleby, McDonald, Tramontano, Weiss .
- Committees: Audit and Nominating Committees consist exclusively of independent directors; Matthews is not a member. Audit chaired by Weiss; Nominating chaired by Appleby .
- Leadership: Majewski is EIC Chairperson and CEO; Weiss is Lead Independent Director .
- Attendance: In FY 2024, the Board met five times; Audit met five times; Nominating met three times. Each director attended at least 75% of meetings; all six attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $0 | Interested directors (affiliated with Adviser/affiliates), including Matthews, receive no compensation from EIC . |
| Committee Membership Fees | $0 | Only independent directors receive fees; Matthews is not independent . |
| Committee Chair Fees | $0 | Audit chair +$10k; Nominating chair +$5k – applies to independent directors only . |
| Meeting Fees | $0 | Not disclosed for interested directors; independent director fees encompass service . |
Performance Compensation
| Instrument/Provision | Grant/Terms | Vesting/Triggers | Notes |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | N/A | EIC does not compensate interested directors with equity . |
| Options | None disclosed | N/A | No option awards to interested directors . |
| Performance metrics tied to pay | Not applicable | N/A | No pay‑for‑performance elements for interested directors . |
| Clawback/Gross‑ups/Change‑of‑Control | Not disclosed | Not disclosed | No director‑specific provisions disclosed in proxy. |
Other Directorships & Interlocks
| Entity | Relationship to EIC/Adviser | Role | Conflict Considerations |
|---|---|---|---|
| Stone Point Capital LLC | Primary owner (via Trident Funds) of EIC’s Adviser; Matthews is Managing Director and on Adviser’s Board of Managers | Managing Director; Adviser Board of Managers | Related‑party affiliation; oversight of Adviser that earns 1.25% management fee ($4.45M in FY 2024) . |
| Eagle Point Credit Company Inc. | Same fund complex | Chairperson of the Board | Governance interlock across complex . |
| Eagle Point Institutional Income Fund | Same fund complex | Trustee | Governance interlock across complex . |
| Eagle Point Enhanced Income Trust | Same fund complex | Trustee | Governance interlock across complex . |
| Eagle Point Defensive Income Trust | Same fund complex | Trustee | Governance interlock across complex . |
Expertise & Qualifications
- Private equity and investment leadership: Managing Director at Stone Point (since Oct 2011); prior senior roles at Evercore, Welsh Carson, J.H. Whitney; M&A foundations at Salomon Brothers .
- Adviser governance: Member of Adviser’s Board of Managers overseeing governance of the Adviser and certain affiliates including Eagle Point Credit Management LLC .
- Education: B.S., Boston College; M.B.A., Harvard Graduate School of Business Administration .
Equity Ownership
| Security | Beneficial Ownership | Dollar Range | Notes |
|---|---|---|---|
| EIC Common Stock | None reported | None | No EIC equity position disclosed for Matthews as of record date (Mar 31, 2025) . |
| EIC Preferred Stock | None reported | N/A | No preferred holdings disclosed . |
Governance Assessment
- Independence and conflicts: Matthews is an “interested” director due to his Stone Point role; Stone Point (via Trident Funds) primarily owns EIC’s Adviser and governs it through intermediary entities and the Adviser’s Board of Managers (which includes Matthews), introducing related‑party exposure and potential conflicts in oversight of fees and operations .
- Compensation alignment: He receives no cash or equity compensation from EIC, which avoids direct pay conflicts but also provides limited direct ownership alignment with public shareholders (no holdings disclosed) .
- Committee effectiveness: Audit and Nominating Committees are independent‑only; Matthews is not a member, which aligns with best practice for committee independence .
- Attendance and engagement: The Board met five times in FY 2024; each director met the ≥75% attendance threshold; all directors attended the 2024 annual meeting, indicating baseline engagement .
- Voting structure signal: Matthews is elected solely by preferred stockholders voting as a separate class, which can create divergent incentives versus common stockholders; investors should monitor governance decisions affecting fee structures and capital allocation across the complex .
RED FLAGS
- Interested director with direct governance role at the Adviser that receives significant management fees (1.25% of Managed Assets; ~$4.45M in FY 2024), creating potential conflicts of interest in fee oversight and strategic decisions .
- No reported EIC share ownership (common or preferred), limiting skin‑in‑the‑game alignment with public investors .
- Multiple interlocks across the Eagle Point fund complex and Stone Point portfolio companies, which may influence information flow and strategic priorities .
Notes on Unavailable Items
- Insider trades: No Form 4 data is disclosed in the proxy; our insider filings fetch encountered an access error. Investors should consult SEC EDGAR for any subsequent Form 4 filings; Matthews reported no beneficial ownership in the proxy, reducing the likelihood of recent reportable EIC transactions .