Thomas P. Majewski

About Thomas P. Majewski

Founder and Managing Partner of Eagle Point Credit Management LLC (the Fund’s Adviser), Thomas P. Majewski serves as EIIA’s Chief Executive Officer, Chair of the Board, and a Class III Trustee; he is 50 years old and has been in these roles since the Fund’s inception (subscriptions first accepted April 18, 2022) . He has 30 years of credit/structured finance experience, helped pioneer early refinancing CLOs, and previously held leadership roles at J.P. Morgan, Merrill Lynch, Bear Stearns, RBS, and AMP Capital/AE Capital; he holds a BS in Accounting from Binghamton University . EIIA’s common shares are not exchange-traded (no traditional TSR), and the Fund operates as a registered, non-diversified, closed‑end management investment company .

Past Roles

External Roles

Fixed Compensation

Note: As an “interested” trustee and CEO affiliated with the Adviser, Mr. Majewski is not paid by EIIA; compensation occurs at the Adviser level, which is not detailed in the Fund’s proxy .

Performance Compensation

Adviser fee structure (key incentive alignment for CEO/Chair who is the Adviser’s founder):

• Base management fee: 1.75% per annum of Managed Assets, calculated monthly and paid quarterly in arrears .
• Incentive fee: 20% of Pre‑Incentive Fee Net Investment Income above a 2.00% quarterly (8% annualized) NAV hurdle, with a catch‑up; no incentive on capital gains; unrealized/realized losses do not reduce the incentive fee .
• Total (base + incentive) fees incurred and payable to the Adviser in FY2024: $3.6 million .

Implication: As founder/Managing Partner of the Adviser, Majewski’s economic interests are indirectly tied to AUM growth (via the 1.75% fee) and recurring net investment income generation (via the 20% NII incentive above the hurdle), which can create emphasis on income/scale rather than total return; there is no capital gains incentive component .

Equity Ownership & Alignment

Large holders context (alignment/pressure):

• EPCM Holdings LLC: 885,000 EIIA common shares (7.1%); same address as the Adviser (potential affiliate/complex holder) .
• Karpus Investment Management: 243,642 EIIA Series A Preferred (17.4%) .

Tender‑offer disclosure corroborating management ownership:

Employment Terms

Board Governance

• Structure: Six trustees; four are Independent and two are “interested” (Majewski and Matthews). The Board is classified (3 classes). Majewski is Chair; Jeffrey L. Weiss is Lead Independent Trustee .
• Committees: Audit and Nominating comprised solely of Independent Trustees; Weiss chairs Audit, Appleby chairs Nominating .
• Meetings/attendance: FY2024 – Board: 5; Audit: 5; Nominating: 3; each trustee attended ≥75% of applicable meetings .
• Independence/dual‑role implications: Majewski is CEO, Chair, and an “interested person” due to his role at the Adviser; the Fund uses a Lead Independent Trustee and independent committees as mitigants .

Director Compensation (context)

• Independent Trustees receive cash retainers/committee chair fees based on Fund NAV and preferred capital base; no pension/retirement benefits .
• FY2024 compensation from EIIA: Appleby $26,500; McDonald $25,000; Tramontano $25,000; Weiss $30,000; interested trustees (Majewski, Matthews) received $0 from EIIA .
• Combined Fund Complex compensation FY2024: Appleby $191,500; McDonald $180,000; Tramontano $180,000; Weiss $207,500 .

Compensation Structure Analysis (signals)

• Shift in mix/guarantees: Not applicable at the Fund level (no executive pay from EIIA) .
• Pay‑for‑performance levers: Adviser’s fees scale with Managed Assets (AUM) and with net investment income above the hurdle; no capital gains fee component; losses do not reduce NII incentive, which may bias toward stable income and leverage utilization consistent with the mandate .
• Consultant/committee: Trustee pay overseen by Nominating Committee (no separate comp committee) .

Related Party Transactions (governance risk and economics)

• Investment Adviser: Eagle Point Credit Management LLC; base management fee 1.75% of Managed Assets; incentive fee 20% of Pre‑Incentive Fee NII above 8% annualized hurdle; FY2024 fees totaled $3.6 million .
• Ownership/Control: Adviser wholly owned by EP Holdings LP, primarily owned by Stone Point’s Trident Funds; Adviser governance by a Board of Managers including Mr. Majewski and Stone Point principals; Matthews (Stone Point MD) is an interested trustee of EIIA .
• Administrator: Eagle Point Administration LLC; FY2024 admin expenses/fees $0.5 million .

Performance & Track Record

• Achievements: Led creation of some of the earliest refinancing CLOs; long-tenured structured credit operator .
• Prior roles: J.P. Morgan, Merrill Lynch, Bear Stearns, RBS; AMP/AE Capital US Country Head .
• Fund trading/performance context: EIIA common shares have no established trading market; quarterly issuer tender offers provide liquidity at NAV; e.g., a 5% of NAV tender in Q1 2025, with prior NAV $9.56 on Jan 31, 2025 .

Board Service History and Committee Roles (dual‑role implications)

Governance note: Combining CEO and Chair with an “interested” status heightens conflict risk; mitigants include a Lead Independent Trustee and fully independent Audit and Nominating Committees .

Risk Indicators & Red Flags

• Minimal direct ownership: CEO owns no EIIA common or preferred shares as of record date; aggregate complex holdings >$100k, but none in EIIA specifically .
• Fee incentives: Adviser fee model emphasizes AUM and NII over capital gains/total return; incentive fee unaffected by losses (outside NII), potentially misaligning with long‑term total return .
• Affiliation/Interlocks: Adviser primarily owned by Stone Point’s funds; Stone Point MD (Matthews) is an interested trustee; complex affiliate EPCM Holdings LLC a 7.1% common holder—warrants monitoring for related‑party dynamics .
• Pledging/hedging, clawbacks, severance/golden parachutes: Not disclosed by EIIA .

Employment Terms

Investment Implications

• Alignment: At the Fund level, Majewski receives no compensation and holds no EIIA shares; his economic incentives operate primarily through the Adviser’s fee model (AUM and NII), not through direct equity ownership of EIIA—this may dilute pay‑for‑performance alignment specific to EIIA .
• Governance: CEO/Chair dual role with “interested” status adds conflict potential, but the presence of a Lead Independent Trustee and fully independent committees, along with strong meeting cadence/attendance, partially mitigate oversight risks .
• Trading signals: Lack of insider ownership and absence of disclosed insider buying/selling reduce positive ownership‑based signals; periodic tender offers provide NAV liquidity but not market‑based price discovery for common shares .
• Monitoring priorities: Track Adviser fee accruals versus income generation (NII hurdle/catch‑up), leverage levels, and any evolution in related‑party ties (e.g., Stone Point) or complex‑level holdings (EPCM) that could influence capital allocation and distribution policy .