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Scott W. Appleby

Independent Trustee at Eagle Point Institutional Income Fund
Board

About Scott W. Appleby

Scott W. Appleby, age 60, is an Independent Class I Trustee of Eagle Point Institutional Income Fund (EIIA), serving since inception; his current term expires at the 2025 annual meeting and, if re-elected, will run through 2028 . He is President of Appleby Capital, Inc. (since April 2009) and previously spent 25+ years in banking and equity research at Deutsche Bank, Robertson Stephens, ABN Amro, and PaineWebber; he was among the first Internet analysts and early coverage initiator of electronic brokerage in 1997 . Appleby holds an MBA from Cornell University and a BS from the University of Vermont . He is designated an Independent Trustee under the 1940 Act and meets NYSE independence standards applicable to closed-end funds .

Past Roles

OrganizationRoleTenureCommittees/Impact
Appleby Capital, Inc.PresidentSince April 2009 Financial advisory leadership; active writer/speaker on fintech and Wall Street trends
Deutsche Bank; Robertson Stephens; ABN Amro; PaineWebberSenior equity analyst/banking rolesNot disclosed (25+ years experience) Early Internet and electronic brokerage coverage; global exchanges/alt asset managers research

External Roles

OrganizationRoleCommittees
Eagle Point Credit Company Inc.Independent DirectorAudit Committee member; Nominating Committee chair
Eagle Point Income Company Inc.Independent DirectorAudit Committee member; Nominating Committee chair
Eagle Point Enhanced Income TrustIndependent TrusteeAudit Committee member; Nominating Committee chair
Eagle Point Defensive Income TrustIndependent TrusteeAudit Committee member; Nominating Committee chair

Board Governance

  • Class and tenure: Class I Trustee; since inception; term expires 2025, 2028 if elected .
  • Independence: One of four Independent Trustees (meets 1940 Act and NYSE Rule 10A-3 independence standards) .
  • Committee assignments: Audit Committee member; Nominating Committee member and chair .
  • Attendance and engagement: In FY2024, the Board met 5 times, Audit Committee 5 times, Nominating Committee 3 times; each Trustee attended at least 75% of Board/committee meetings on which they served .
  • Board leadership context: Board chair is Thomas P. Majewski; Lead Independent Trustee is Jeffrey L. Weiss .

Fixed Compensation

ComponentEIIA FY2024 AmountFund Complex FY2024 AmountNotes
Aggregate cash compensation$26,500 $191,500 Independent Trustees receive annual cash retainer and committee chair fees, determined by NAV and preferred capital at quarter start; no pension/retirement benefits .
Pension/retirementNot applicable Not applicable Trustees do not receive pension/retirement benefits .

The proxy notes total cash amounts; specific breakdown of retainer vs chair fees and meeting fees by trustee is not disclosed .

Performance Compensation

ElementDisclosure
Performance-based cash bonusNot disclosed; compensation framework described as cash retainer and chair fees .
Equity awards (RSUs/PSUs/options)Not disclosed for Independent Trustees .
Performance metrics tied to payNot disclosed .
Clawback/COC provisionsNot disclosed for directors .

Other Directorships & Interlocks

CompanyRelationship to EIIAPotential Interlock Consideration
Eagle Point Credit Company Inc.; Eagle Point Income Company Inc.; Eagle Point Enhanced Income Trust; Eagle Point Defensive Income TrustSame fund complex; Appleby serves on each board/trust Fund complex oversight alignment; Nominating Committees (which Appleby chairs) also recommend Independent Trustee compensation due to no separate compensation committee at EIIA .

Independence mitigants: None of the Independent Trustees or immediate family members owned securities of the Adviser or affiliates, reducing direct economic conflicts with the Adviser .

Expertise & Qualifications

  • Finance/markets expertise: 25+ years in banking and equity research, including early Internet/e-brokerage coverage; ongoing fintech/Wall Street thought leadership .
  • Education: MBA (Cornell University); BS (University of Vermont) .
  • Fund governance: Audit committee experience and Nominating Committee chair roles across four affiliated funds .

Equity Ownership

Holding CategoryEIIA Common SharesEIIA Preferred SharesDollar Range in EIIAAggregate Dollar Range in Fund Complex
Beneficial ownershipNone None None Over $100,000

Security ownership table shows no EIIA shares held by Appleby as of the record date; aggregate dollar range across the EIIA fund complex is “Over $100,000” .

Governance Assessment

  • Strengths: Independent trustee with deep financial markets expertise; active on key governance committees (Audit; Nominating, as chair), which oversee auditor independence, Board self-assessments, nominations, and Independent Trustee compensation . Attendance met or exceeded 75% threshold across Board and committee meetings, supporting engagement .
  • Alignment signals: Appleby holds “Over $100,000” aggregate across the EIIA fund complex but no position in EIIA itself; cash-only director pay structure standard for closed-end funds, with no equity or performance-based components disclosed, limiting pay-for-performance concerns at the director level .
  • Potential conflicts: Multi-board service within the same Adviser’s fund complex can concentrate governance influence; however, the proxy reports no securities ownership in the Adviser or its control affiliates by Independent Trustees or immediate family members, which mitigates direct adviser-aligned conflicts . The Nominating Committee (chaired by Appleby) recommends Independent Trustee compensation due to the absence of a separate compensation committee—investors should monitor compensation decisions for independence and benchmarking rigor .
  • RED FLAGS to monitor:
    • No EIIA share ownership by the director may be viewed as lower direct alignment with EIIA shareholders, notwithstanding aggregate complex holdings .
    • Concentration of roles across the complex (including chairing Nominating Committees) raises interlock considerations; transparency on compensation benchmarking and nomination processes is essential .

Committee Inventory (EIIA)

CommitteeAppleby RoleChair
Audit CommitteeMember Jeffrey L. Weiss
Nominating CommitteeChair Scott W. Appleby

Meeting Activity (FY2024)

BodyMeetings HeldAttendance Benchmark
Board5 Each Trustee attended ≥75% of Board/committee meetings
Audit Committee5 Each Trustee attended ≥75%
Nominating Committee3 Each Trustee attended ≥75%