Theodore Brombach
About Theodore Brombach
Theodore J. Brombach (Year of Birth: 1963) serves as Trustee, President and Chief Executive Officer of XAI Octagon Floating Rate & Alternative Income Trust (XFLT). He has been a Trustee since the Trust’s inception in 2017 and is classified as an “Interested Trustee” due to his officer role at the Adviser (XA Investments LLC), reflecting a dual role across the Trust and its investment adviser . Brombach’s credentials include over 30 years in investment banking and asset management, notably as Co‑Chief Executive Officer of XAI (2016‑present), Co‑Founding Partner of XMS Capital Partners, LLC (2006‑present), Co‑Head of Midwest Investment Banking at Morgan Stanley (1990‑2006), and Analyst at Kidder, Peabody & Co. (1985‑1988), as well as chairing SPACs focused on power and digital infrastructure . He is not compensated by the Trust (officers receive no Trust compensation), and he beneficially owns common shares of XFLT, aligning his interests with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morgan Stanley | Co‑Head of Midwest Investment Banking, Managing Director; Founding Member of Financial Sponsors Group | 1990–2006 | Led sponsor coverage and IB execution; deep capital markets and advisory experience |
| Kidder, Peabody & Co. | Analyst | 1985–1988 | Early analytical training and markets exposure |
| XA Investments LLC (XAI) | Co‑Chief Executive Officer | 2016–present | Adviser leadership; product strategy and governance |
| XMS Capital Partners, LLC | Co‑Founding Partner | 2006–present | Firm building; deal origination; financial expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Power & Digital Infrastructure Acquisition Corp. I | Chair of the Board | 2020–2022 | SPAC leadership in power/digital infrastructure |
| Power & Digital Infrastructure Acquisition Corp. II | Chair of the Board | 2021–2024 | SPAC leadership (second vehicle) |
| RiverWood Bank | Director | 2006–2024 | Regional banking oversight |
| Trust (Fund Complex) | Trustee (Class I) | 2017–present | Trustee since inception; Interested Trustee designation |
Fixed Compensation
The Trust’s officers (including Brombach) receive no compensation from the Trust; interested Trustees who are officers of the Adviser are not paid by the Trust.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from the Trust (Theodore J. Brombach) | None | None |
| Note | Trustees who are officers/employees of the Adviser receive no compensation from the Trust | Trustees who are officers/employees of the Adviser receive no compensation from the Trust |
Effective January 1, 2025, independent Trustees’ fee schedule: $66,000 annual retainer; Audit Chair +$17,500; Board Chair +$10,000; Governance Chair +$5,000, allocated across funds proportionate to managed assets. Interested Trustees (including Brombach) receive none from the Trust .
Performance Compensation
No Trust-paid annual or long-term incentive awards (cash bonus, RSUs/PSUs, options) are disclosed for Brombach; officers receive compensation via the Adviser (not disclosed in the Trust proxy) .
Equity Ownership & Alignment
| Holder | Shares Owned | % of Outstanding | Dollar Range | Notes |
|---|---|---|---|---|
| Theodore J. Brombach (Direct) | 541,405 | Less than 1% | Over $100,000 | Interested Trustee; President & CEO |
| Adviser (XA Investments LLC) | 10,205 | — | — | Brombach may be deemed beneficial owner due to control of Adviser |
| Trustees & Officers (Group) | — | ~1.8% | — | As of Dec 31, 2024 |
Additional detail: As of Dec 31, 2024, Brombach’s disclosed dollar range for Trust holdings is “Over $100,000,” reinforcing alignment; he may be deemed to beneficially own Adviser-held shares via control . No pledging or hedging policy disclosures specific to trustees/officers were identified in the 2025 proxy excerpts reviewed .
Employment Terms
- Officers of the Trust are appointed by the Board and serve until successors are chosen and qualified; the proxy details this for executive officers who are not Trustees (general policy), with no Brombach-specific employment contract or severance/clawback terms disclosed in the Trust’s proxy excerpts reviewed .
- Brombach is an Interested Trustee due to his officer role at the Adviser and certain affiliates .
Board Governance
- Independence and leadership: Independent Chair (Gregory G. Dingens); supermajority of Independent Trustees; committee membership limited to Independent Trustees .
- Committees: Audit Committee (Cupps, Dingens, Franklin, Jones; Chair: Jones; Audit Committee Financial Expert) and Governance Committee (Cupps, Dingens, Franklin, Jones; Chair: Franklin). Brombach does not serve on these committees given his Interested Trustee status .
- Meeting cadence and attendance: In FY ended Sep 30, 2024, Board held 6 meetings; Audit Committee held 4; Governance Committee held 2. All Trustees attended the May 21, 2024 annual meeting of shareholders .
- Board classification and tenure: Brombach is a Class I Trustee; Trustees’ terms are staggered consistent with prior proxy descriptions .
- Dual-role implications: The Trust’s governance structure (independent chair, independent committees, independent counsel for Independent Trustees) is designed to mitigate potential conflicts from the Interested Trustee dual role across the Trust and the Adviser .
Investment Implications
- Alignment: Brombach’s direct ownership of 541,405 common shares (dollar range “Over $100,000”) and potential deemed ownership of Adviser-held 10,205 shares demonstrate material personal alignment, though the percentage is less than 1% given Trust size . Officers receive no compensation from the Trust, suggesting principal financial incentives flow through the Adviser rather than Trust-paid director/officer fees .
- Governance risk mitigation: His Interested Trustee status and dual role (Trust President/CEO and Adviser leadership) raise independence considerations; however, the independent chair, independent-only committee structure, and separate counsel for Independent Trustees mitigate conflict risk and concentration of control in board processes .
- Retention and incentive opacity: Absence of disclosed Trust-level salary/bonus/equity awards for Brombach limits pay-for-performance evaluation at the Trust level; investors should focus on Adviser-linked incentives and any future filings that detail advisory compensation structures and performance metrics (none identified in the Trust proxy excerpts) .
- Trading signals: No Brombach-specific recent Form 4/5 transactions were identified in the returned results; broad insider filings reflect DRIP accruals and gifts by other insiders. Continued monitoring of Section 16 filings for Brombach is warranted to assess potential selling pressure or 10b5‑1 plans .