Neil A. Cummins
About Neil A. Cummins
Neil A. Cummins (age 71) has served as an independent director of Lument Finance Trust (LFT) since the company’s IPO in March 2013 and currently chairs the Nominating & Corporate Governance Committee while serving on the Audit and Compensation Committees . He brings 40+ years of international financial markets experience, including senior leadership roles at Barclays Capital and Morgan Stanley, and holds a B.A. in Economics from Indiana University . The board has affirmatively determined he is independent under NYSE standards and has no direct or indirect material relationship with the Company or its subsidiaries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclays Capital | Founding Management Committee member; Global Head of Distribution & Research; Global Head of Strategic Relationship Management; voting member, Barclays Bank Group Credit Committee | 1997–2012 | Senior global leadership and credit oversight |
| Morgan Stanley | Managing Director; director Morgan Stanley Bank Luxembourg SA; Supervisory Board, Morgan Stanley Bank AG (Frankfurt) | 1985–1997 | Board roles at EU banking subsidiaries |
| iBoxx Limited; International Index Company | Director | 2003–2006 | Index governance and market structure |
| Mellon Bank N.A. | Various roles in international financial markets | Pre-1985 | International banking experience |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| North Square Investments, LLC | Director | Not disclosed (current) | Private, SEC-registered investment manager |
| Oak Ridge Investments, LLC | Chairman | 2013–2018 | Private investment manager |
Board Governance
- Independence: The board determined all directors other than CEO James P. Flynn and Marie D. Reynolds are independent; Cummins has no direct or indirect relationship with LFT or its subsidiaries .
- Committee assignments: Audit Committee (member; financially literate), Compensation Committee (member), Nominating & Corporate Governance Committee (Chair) .
- Attendance and engagement: In 2024, the board met 4 times; no director attended fewer than 75% of board and applicable committee meetings . Audit Committee met 5 times in 2024 . All directors attended the 2024 Annual Meeting .
- Board leadership: William A. Houlihan is Lead Independent Director; he chairs executive sessions of independent directors .
- Election outcomes (2025): Cummins was re-elected with 30,207,696 “For” votes vs 1,640,949 “Withheld” (9,519,341 broker non-votes) .
- Say-on-pay (2025): Approved with 29,820,293 “For,” 1,666,446 “Against,” 361,906 “Abstain” (9,519,341 broker non-votes) .
Fixed Compensation
- Structure and levels:
- 2024 independent directors: $100,000 annual retainer; additional $10,000 for Lead Independent Director; Chair fees: $15,000 (Audit), $10,000 (Compensation), $10,000 (Nominating & Corporate Governance); stock-for-fees election available .
- 2023 independent directors: $50,000 annual retainer; same chair fees; stock-for-fees election available; approved increase to $100,000 base for 2024 and added $10,000 Lead Independent Director retainer .
| Year | Fees Earned or Paid in Cash (Cummins) | Stock Awards | Notes |
|---|---|---|---|
| 2023 | $60,000 | — | Elected 4,337 shares at $2.2825 in lieu of $9,899 cash |
| 2024 | $110,000 | — | Elected 18,943 shares at $2.4386 in lieu of $46,194 cash |
- Stock-for-Fees program mechanics: Shares issued quarterly at 10-day average closing price preceding payment date; elections apply prospectively; directors commit to receive part of retainer in stock or buy on the open market .
Performance Compensation
- Directors receive no performance-based equity (no RSUs/PSUs), options, or cash bonuses; compensation is retainers and chair fees with optional stock-for-fees in lieu of cash .
| Performance-linked Component | Status |
|---|---|
| Annual bonus / performance cash | Not applicable for directors |
| Performance stock (PSUs) | Not granted |
| Options | Not granted |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed for directors |
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Private | North Square Investments, LLC | Director | None disclosed with LFT counterparties |
| Private | Oak Ridge Investments, LLC | Former Chairman | None disclosed with LFT counterparties |
- Related-party governance context (board-level): Two directors (Flynn and Reynolds) are designated by Lument Investment Holdings, LLC (Lument IH) under a designation agreement; Lument IH held ~27.4% and has an excepted holder limit; Hunt Companies Equity Holdings and James C. Hunt also have excepted holder limits (14.0%) . These arrangements are with other directors/affiliates and not with Cummins; Cummins remains independent .
Expertise & Qualifications
- Deep markets/investment banking expertise from Barclays (global distribution/research leadership; credit committee) and Morgan Stanley (MD; EU bank subsidiary boards) .
- Governance experience through chairing LFT’s Nominating & Corporate Governance Committee .
- Financial literacy: Audit Committee member; all Audit Committee members are NYSE “financially literate” .
- Education: B.A. in Economics, Indiana University .
Equity Ownership
| Metric | Value | As-Of / Notes |
|---|---|---|
| Shares owned (beneficial) | 84,342 | Record date April 15, 2025 |
| Ownership as % of outstanding | <1% | 52,324,472 shares outstanding |
| Shares pledged | None (no directors/officers have pledged) | |
| 2024 Stock-for-Fees shares | 18,943 shares at avg $2.4386 ($46,194 foregone cash) | |
| 2023 Stock-for-Fees shares | 4,337 shares at $2.2825 ($9,899 foregone cash) |
Governance Assessment
-
Strengths
- Independent, long-tenured director with deep capital markets background; chairs Nominating & Corporate Governance and sits on Audit and Compensation, enhancing board oversight breadth .
- Strong engagement: full-year director attendance above 75% thresholds; 2024 Audit Committee met 5x; all directors attended 2024 Annual Meeting .
- Alignment: participates in stock-for-fees program; no pledging of LFT shares .
- Shareholder sentiment: 2025 re-election supported by 30.2M “For” vs 1.64M “Withheld”; say-on-pay approved (29.8M “For” vs 1.7M “Against”) .
-
Watch items / potential risks
- External management model and significant shareholder designation rights (Lument IH) could introduce perceived conflicts at the board level, though Cummins is independent with no material relationships disclosed .
- Compensation Committee activity in 2023 was limited (no meetings), reflecting that executives are compensated by the external Manager; continues to place more weight on governance committees (e.g., Nominating & Corporate Governance) for board effectiveness .
Overall signal: Cummins’ independence, governance chair role, and stock-for-fees participation are constructive for alignment and oversight. Board-level related-party structures (manager affiliate designees, excepted holder limits) warrant ongoing monitoring, but no Cummins-specific conflicts or red flags (e.g., pledging, related-party transactions, attendance shortfalls) are disclosed .