Gregory Dingens
About Gregory G. Dingens
Independent Trustee and Chair of the Board at XAI Octagon Floating Rate & Alternative Income Trust (XFLT). Year of birth: 1964; Trustee since 2017; standing for re‑election in 2025 as a Class II Trustee to serve until the 2028 annual meeting. Background spans over 25 years in investment banking and fund management, including senior roles at Merrill Lynch, Lehman Brothers, Monroe Financial Partners, and Siena Capital Partners .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monroe Financial Partners, Inc. | Executive Vice President | 2006–2024 | Investment banking and trading; financial/investment expertise |
| Lehman Brothers | Managing Director | 2004–2006 | Senior leadership in investment banking |
| Merrill Lynch | Managing Director | 1993–2003 | Senior leadership in investment banking |
| Siena Capital Partners GP LLC | Member | 2006–present | Private investment fund; investment management expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Infusion Marketing Group, LLC | Director | 2024–present | Provider of marketing, regulatory, analytical and funding services to financial service companies |
Board Governance
- Independent Chair of the Board; sets meeting tone, encourages open dialogue and independent inquiry; Board has a supermajority of Independent Trustees and committees are solely Independent Trustees .
- Committees:
- Audit Committee member; committee chaired by Scott Craven Jones (Audit Committee Financial Expert) .
- Governance (Nominating) Committee member; committee chaired by Philip G. Franklin .
- Re‑election: Class II Trustee nominee to serve until 2028 annual meeting .
- Independence: Classified as “Independent Trustee” under the 1940 Act .
- Executive sessions: Independent Trustees are represented by independent legal counsel and regularly meet outside management’s presence .
- Meeting cadence and attendance:
- Board held 6 meetings in FY ended September 30, 2024; Audit Committee 4; Governance Committee 2; all Trustees attended the May 21, 2024 annual meeting of shareholders .
- Section 16 compliance: All applicable Section 16 filings completed and filed on time for FY 2024 .
Fixed Compensation
| Metric | FY 2024 (Actual) | Notes |
|---|---|---|
| Aggregate Compensation from XFLT | $60,000 | Trustee compensation for FY ended Sep 30, 2024 |
| Total Compensation from Fund Complex | $60,000 | Fund complex total for FY 2024 |
| Pension/Retirement Benefits | None | Trust does not accrue/pay retirement or pension benefits to Trustees |
| Compensation Policy (Effective Jan 1, 2025) | Amount | Allocation/Notes |
|---|---|---|
| Aggregate annual retainer (Independent Trustees) | $66,000 | Across fund complex; allocated by managed assets |
| Chair of the Board additional | $10,000 | Dingens qualifies as Board Chair |
| Audit Committee Chair additional | $17,500 | Chair is Scott Craven Jones; Dingens is a member |
| Governance Committee Chair additional | $5,000 | Chair is Philip G. Franklin; Dingens is a member |
- No equity compensation, options, or meeting fees disclosed for Trustees; compensation framework is cash retainer plus chair fees as applicable .
Performance Compensation
- No performance-based compensation, stock awards (RSUs/PSUs), option awards, or bonus/performance metrics disclosed for Trustees .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock with XFLT |
|---|---|---|---|
| Infusion Marketing Group, LLC | Private | Director | None disclosed with XFLT; no supplier/customer link noted in proxy |
- No public company directorships disclosed for Dingens in the past five years (proxy lists only Infusion Marketing Group, LLC) .
Expertise & Qualifications
- Over 25 years of investment management and banking experience (Monroe Financial Partners; Siena Capital Partners; Lehman Brothers; Merrill Lynch) .
- Board determined qualifications include availability/commitment, financial and regulatory expertise, and effective interaction with adviser/sub‑adviser, service providers, counsel, and auditors .
Equity Ownership
| As of Dec 31, 2024 | Shares Owned | % of Common Shares Outstanding | Dollar Range in XFLT | Aggregate Dollar Range in Fund Complex |
|---|---|---|---|---|
| Gregory G. Dingens | 28,200 | Less than 1% | Over $100,000 | Over $100,000 |
- Shares outstanding at record date (Apr 30, 2025): Common Shares 76,117,645; 2026 Preferred 1,596,000; Series II 2029 Preferred 1,100,000 .
- No disclosure of pledged shares, hedging, or deferred stock units for Trustees .
Governance Assessment
-
Board effectiveness: Independent Chair structure with supermajority Independent Trustees and independent counsel enhances oversight; committee composition limited to Independent Trustees supports robust governance .
-
Independence/engagement: Dingens is an Independent Trustee since 2017 and active on both Audit and Governance Committees; nominee for re‑election through 2028, indicating Board confidence and continuity .
-
Attendance signal: Board and committees met frequently in FY 2024 (6/4/2 meetings); all Trustees attended the 2024 annual meeting—positive engagement indicator .
-
Alignment: Personal ownership of 28,200 shares and “Over $100,000” dollar range provides skin‑in‑the‑game, though the Trust’s director pay is cash‑only with no equity awards disclosed .
-
Conflicts/related-party: Proxy does not disclose related‑party transactions involving Dingens; Section 16 filings were timely—no compliance red flags noted .
-
Compensation structure: Increase in base retainer effective 2025 ($66,000) and additional Board Chair fee ($10,000) reflects role responsibility; absence of at‑risk or performance pay for Trustees is consistent with closed‑end fund governance norms but limits pay‑for‑performance linkage .
-
RED FLAGS: None disclosed related to Dingens (no pledging/hedging, no delinquent filings, no related‑party transactions cited) .