You
are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Meeting”) of Eagle Point Income Company Inc.
(the “Company”) to be held on May 13, 2021 at 8:15 a.m., Eastern Time, at 600 Steamboat Road, Suite 202, Greenwich,
CT 06830.
The
Notice of the Annual Meeting of Stockholders and the Proxy Statement accompanying this letter describe the business to be conducted at
the Meeting. At the Meeting, holders of the outstanding shares of the Company’s common stock will be asked to elect two directors
of the Company.
It
is important that your shares be represented at the Meeting. If you are unable to attend the Meeting in person, please complete, date
and sign the enclosed proxy card and promptly return it in the envelope provided. Your vote is important.
The
Proxy Statement and the Annual Report to Stockholders for the fiscal year ended December 31, 2020 are available at www.eaglepointincome.com.
The
following information applicable to the Meeting is found in the Proxy Statement and accompanying proxy card:
PROXY
STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 2021
April 6, 2021
This Proxy Statement is furnished
in connection with the solicitation by the Board of Directors (the “Board,” and each member, a “Director”) of
the holders of the capital stock (the “Stockholders”) of Eagle Point Income Company Inc. (the “Company,” “we,”
“us” or “our”) of proxies to be voted at the 2021 Annual Meeting of Stockholders (the “Meeting”) and
any adjournment(s) or postponement(s) thereof. The Meeting will be held at our offices, which are located at 600 Steamboat Road,
Suite 202, Greenwich, CT 06830, on Thursday, May 13, 2021 at 8:15 a.m., Eastern Time. The Notice of Annual Meeting of Stockholders
(the “Notice”), this Proxy Statement and the enclosed proxy card are first being sent to Stockholders on or about April 6,
2021. A copy of the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2020 (the “Annual
Report”) was previously transmitted to the Stockholders and is also available to Stockholders, without charge, upon request by writing
to Courtney Fandrick, Secretary, Eagle Point Income Company Inc., 600 Steamboat Road, Suite 202, Greenwich, CT 06830, by calling
(844) 810-6501 or by visiting the Company’s website at www.eaglepointincome.com.
The Board has fixed the close
of business on March 31, 2021 as the record date (the “Record Date”) for the determination of Stockholders entitled to
notice of, and to vote at, the Meeting. The Meeting is scheduled as a meeting of all Stockholders. As of the Record Date, 6,106,458 shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), were issued and outstanding.
Stockholders of record may
vote by mail by returning a properly executed proxy card or in person by attending the Meeting. Shares of Common Stock represented by
duly executed and timely delivered proxies will be voted as instructed on the proxy. If you execute and return the enclosed proxy and
no vote is indicated, your proxy will be voted “FOR” the proposal described in this Proxy Statement (as applicable).
At any time before it has
been voted, your proxy may be revoked in one of the following ways: (1) by a signed, written letter of revocation delivered on any
business day before the date of the Meeting to the Secretary of the Company at 600 Steamboat Road, Suite 202, Greenwich, CT 06830,
(2) by properly completing and executing a later-dated proxy and returning it in time to be received before the Meeting, or (3) by
attending the Meeting and voting in person. Please call (844) 810-6501 for information on how to obtain directions to attend the Meeting
and vote in person.
Purpose of Meeting
At the Meeting, holders of
the outstanding shares of the Common Stock will be asked to elect two (2) Directors, Mr. Scott W. Appleby and Mr. Jeffrey
L. Weiss, each to serve until the 2024 annual meeting of stockholders or until his successor is duly elected and qualifies.
Quorum
A quorum must be present
at the Meeting for any business to be conducted. The presence at the Meeting, in person or by proxy, of the holders of a majority of the
Company’s Common Stock entitled to vote at the Meeting will constitute a quorum. Proxies that reflect abstentions will be treated
as shares present for quorum purposes. In addition, shares held of record by brokers or nominees as to which voting instructions have
not been received from the beneficial owners or the persons entitled to vote, and the broker or nominee does not otherwise have discretionary
power to vote on non-routine matters, will be entitled to vote at the Meeting and will be treated as shares present for quorum purposes.
If a quorum is not present
at the Meeting, the presiding officer shall have power to adjourn the Meeting from time to time, without notice other than announcement
at the Meeting, until a quorum shall be present or represented. At such adjourned Meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the Meeting as originally noticed. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned Meeting, a notice of the adjourned Meeting
shall be given to each Stockholder entitled to vote at the Meeting.
Vote Required
The Stockholders of record
on the Record Date will be entitled to one vote per share on each matter to which they are entitled to vote and that is to be voted on
by Stockholders, and a fractional vote with respect to fractional shares, with no cumulative voting rights in the election of Directors.
Votes cast by proxy or in person at the Meeting will be counted by the Company’s proxy tabulation firm.
The election of a Director
requires the affirmative vote of a plurality of the votes cast at the Meeting in person or by proxy. Therefore, a plurality of the votes
cast at the Meeting by Stockholders must be “FOR” the election of each of Mr. Appleby and Mr. Weiss for him to be
re-elected as a Director.
If you vote “Withhold”
with respect to a nominee, your shares will not be voted with respect to the person indicated. Such abstentions will not be included in
determining the number of votes cast and, as a result, will have no effect on the election. If you execute and return the enclosed proxy
and no vote is indicated, your proxy will be voted “FOR” the proposal described in this Proxy Statement (as applicable).
Adjournment
The Meeting may be adjourned
for such periods as the presiding officer of the Meeting or the stockholders present in person or by proxy and entitled to vote shall
direct.
Additional Information
The Company will bear the
expense of the solicitation of proxies for the Meeting, including the cost of preparing, printing and mailing this Proxy Statement, the
accompanying Notice and the enclosed proxy card. The Company intends to use the services of American Stock Transfer & Trust Company,
LLC, its transfer agent, and Broadridge Financial Solutions, Inc., a provider of investor communications solutions, to aid in the
distribution and collection of proxy votes. The Company expects to pay market rates for such services. We have requested that brokers,
nominees, fiduciaries and other persons holding shares of Common Stock in their names, or in the name of their nominees, which are beneficially
owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. We will reimburse such persons for their
reasonable expenses in so doing. In addition, proxies may be solicited in person and/or by telephone, mail or facsimile transmission by
Directors or officers of the Company, officers or employees of Eagle Point Income Management LLC, our investment adviser (the “Adviser”),
Eagle Point Administration LLC, our administrator (the “Administrator”), and/or by a retained solicitor. No additional compensation
will be paid to such Directors, officers or regular employees for such services. If the Company retains a solicitor, the Company has estimated
that it would pay approximately $10,000 for such services. If the Company engages a solicitor, you could be contacted by telephone on
behalf of the Company and urged to vote. The solicitor will not attempt to influence how you vote your shares, but will only ask that
you take the time to cast a vote. If engaged, the solicitor may also ask if you would like to vote over the telephone and to have your
vote transmitted to our proxy tabulation firm.
As of the date of this Proxy
Statement, the Board, the Company’s officers and the Adviser know of no business to come before the Meeting other than as set forth
in the Notice. If any other business is properly brought before the Meeting, the persons named as proxies will vote in their sole discretion.
PROPOSAL: ELECTION OF DIRECTORS
The
Board is currently comprised of six (6) Directors, four (4) of whom are not “interested persons” (as defined in
the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Company, and meet the independence requirements of
Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the New York Stock Exchange listing
rules (the “Independent Directors”). The Board is divided into three classes with the term of only one class expiring
at each annual meeting. Classes I, II and III are each comprised of two (2) Directors.
The
Nominating Committee (the “Nominating Committee”) of the Company and the Board have recommended Mr. Appleby and Mr. Weiss
for re-election as Class I Directors by the Stockholders. Accordingly, at the Meeting, the holders of Common Stock are being asked
to re-elect each of Messrs. Appleby and Weiss as Class I Directors, each to serve until the 2024 annual meeting of stockholders
or until his respective successor is duly elected and qualifies.
Messrs. Appleby
and Weiss are currently serving as Class I Directors and have agreed to continue to serve as Class I Directors, if re-elected.
If either Mr. Appleby or Mr. Weiss is not available for re-election at the time of the Meeting, the persons named as proxies
will vote for such substitute nominee(s) as the Nominating Committee and the Board may select. The Board has no reason to believe
that either Mr. Appleby or Mr. Weiss will be unable or unwilling to serve.
A
Stockholder can vote “for,” or “withhold” its vote with respect to, any nominee. In the absence of instructions
to the contrary, it is the intention of the persons named as proxies to vote such proxy “FOR” the election of each nominee.
THE BOARD UNANIMOUSLY
RECOMMENDS THAT YOU VOTE “FOR” THE RE-ELECTION OF EACH NOMINEE.
Information about
the Board
The
business of the Company is managed under the direction of the Board. Subject to the provisions of the Company’s certificate of incorporation,
its bylaws and applicable state law, the Directors have all powers necessary and convenient to carry out this responsibility, including
the election and removal of the Company’s officers. The Board is divided into three classes, with the term of only one class expiring
at each annual meeting of the stockholders.
Class I
Directors. Mr. Scott W. Appleby and Mr. Jeffrey L. Weiss are currently serving as Class I Directors.
Messrs. Appleby and Weiss were elected to serve as Directors on October 1, 2018 by the sole member of the Company with an initial
term expiring at the Meeting. Messrs. Appleby and Weiss will continue to serve as Class I Directors if re-elected at the Meeting.
Class II
Directors. Mr. James R. Matthews and Mr. Paul E. Tramontano are currently serving as Class II Directors.
Messrs. Matthews and Tramontano were most recently elected to serve as Directors at the 2019 annual meeting of stockholders. Their
term expires at the 2022 annual meeting of stockholders.
Class III
Directors. Mr. Thomas P. Majewski and Mr. Kevin F. McDonald are currently serving as Class III
Directors. Messrs. Majewski and McDonald were most recently elected to serve as Directors at the 2020 annual meeting of stockholders.
Their term expires at the 2023 annual meeting of stockholders.
Board
Leadership Structure. Currently, the Board consists of six (6) Directors, four (4) of whom are Independent
Directors and two (2) of whom are “interested persons” as defined in the 1940 Act. Each Independent Director also meets
the definition of “independent director” in the corporate governance standards of the New York Stock Exchange as applicable
to closed-end management investment companies. Messrs. Appleby, McDonald, Tramontano and Weiss qualify as Independent Directors.
Mr. Majewski, who serves as our Chairperson (the “Chairperson”) and Chief Executive Officer, and Mr. Matthews are
interested persons of the Company. The Chairperson presides at meetings of the Directors and may call meetings of the Board and any Board
committee whenever he deems necessary. The Chairperson participates in the preparation of the agenda for meetings of the Board and the
identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairperson also
generally acts as a liaison with our management, officers and attorneys and other Directors between meetings. The Chairperson may perform
such other functions as may be requested by the Board from time to time. Except for any duties specified pursuant to our certificate of
incorporation or bylaws, or as assigned by the Board, the designation of a Director as Chairperson does not impose on that Director any
duties, obligations or liability that are greater than the duties, obligations or liability imposed on any other Director, generally.
The
Board has designated Mr. Weiss as “Lead Independent Director.” The Lead Independent Director generally acts as a liaison
between the other Independent Directors and our management, officers and attorneys between Board meetings. The Lead Independent Director
may perform such other functions as may be requested by the Board from time to time. Except for any duties specified pursuant to our certificate
of incorporation or bylaws, or as assigned by the Board, the designation of a Director as Lead Independent Director does not impose on
that Director any duties, obligations or liability that are greater than the duties, obligations or liability imposed on any other Director,
generally.
The
Board has established two standing committees to facilitate oversight of the management of the Company: the Audit Committee and the Nominating
Committee. The functions and roles of each committee are described below under the section “Board Committees and Meetings.”
The membership of each committee consists of all of the Independent Directors, which the Board believes allows them to participate in
the full range of the Board’s oversight duties.
The
Board reviews its leadership structure periodically, and the Board believes that the current leadership structure is appropriate because
it allows the Board to exercise informed judgment over matters under its purview, and it allocates areas of responsibility among committees
or working groups of Directors and the full Board in a manner that enhances effective oversight. The Board also believes that having a
majority of Independent Directors is appropriate and in the best interest of the Stockholders. Nevertheless, the Board also believes that
having interested persons serve on the Board brings corporate and financial viewpoints that are, in the Board’s view, crucial elements
in its decision-making process. In addition, the Board believes that Mr. Majewski, Managing Partner of the Adviser, provides the
Board with the Adviser’s perspective in managing and sponsoring us. The leadership structure of the Board may be changed, at any
time and in the discretion of the Board, including in response to changes in circumstances or our characteristics.
Risk
Oversight. As a registered investment company, we are subject to a variety of risks, including investment risks,
financial risks, compliance risks and operational risks. As part of its overall activities, the Board oversees the management of our risk
management structure by various departments of the Adviser and the Administrator, as well as by our Chief Compliance Officer (“CCO”).
The responsibility to manage our risk management structure on a day-to-day basis is subsumed within the Adviser’s overall investment
management responsibilities. The Adviser has its own, independent interest in risk management.
The
Board recognizes that it is not possible to identify all of the risks that may affect us or to develop processes and controls to eliminate
or mitigate their occurrence or effects. The Board discharges risk oversight as part of its overall activities. In addressing issues regarding
our risk management between meetings, appropriate representatives of the Adviser communicate with the Chairperson, the relevant committee
chair or our CCO, who is directly accountable to the Board. As appropriate, the Chairperson and the committee chairs confer among themselves,
with our CCO, the Adviser, other service providers and external fund counsel to identify and review risk management issues that may be
placed on the full Board’s agenda and/or that of an appropriate committee for review and discussion with management. With respect
to the COVID-19 pandemic, the Board has been actively engaged with management in responding to and monitoring the impacts of the evolving
COVID-19 pandemic. The Adviser and management is in regular communication with the Board about the assessment and management of the significant
risks to the Company and strategy decisions related to the impact of COVID-19 on our business.
Information about the Directors and Nominees
The
following table provides information concerning the Directors/Director nominees.
Name,
Address(1)
and Age
|
|
Position(s)
Held with the
Company
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number of
Portfolios in Fund
Complex Overseen
by Director or
Nominee
|
|
Other
Directorships Held
by Director or
Nominee for
Director
|
Class I Director Nominees
Independent Directors
|
|
|
|
|
|
|
Scott W.
Appleby
Age: 56
|
|
Class I
Director
|
|
Since inception;
Term expires
2021 (2024 if
re-elected)
|
|
President of Appleby Capital, Inc., a financial advisory firm, since April 2009.
|
|
2
|
|
Eagle Point Credit Company Inc.
|
|
|
|
|
|
Jeffrey L. Weiss
Age: 60
|
|
Class I
Director
|
|
Since inception;
Term expires
2021 (2024 if
re-elected)
|
|
Private Investor since June 2012; Managing Partner of Colter Lewis Investment Partners LLC since January 2018.
|
|
2
|
|
Eagle Point Credit Company Inc.
|
Directors Not Up for Re-Election at the Meeting
Independent Directors
|
|
|
|
|
Paul E. Tramontano
Age: 59
|
|
Class II
Director
|
|
Since inception;
Term expires
2022
|
|
Senior Managing Director and Portfolio Manager at First Republic Investment Management since October 2015.
|
|
2
|
|
Eagle Point Credit Company Inc.
|
|
|
|
|
|
|
|
|
|
|
|
Kevin F. McDonald
Age: 54
|
|
Class III Director
|
|
Since inception;
Term expires
2023
|
|
Chief Operating Officer of AltaRock Partners, an asset management firm, since January 2019; Director of Business Development and Investor Relations of Folger Hill Asset Management, LP from December 2014 to July 2018; Principal of Taylor Investment Advisors, LP from March 2002 to March 2017.
|
|
2
|
|
Eagle Point Credit Company Inc.
|
Interested Directors
|
|
|
|
|
|
|
|
|
James
R.
Matthews(2)
Age: 53
|
|
Class II
Director
|
|
Since inception;
Term expires
2022
|
|
Principal of Stone Point Capital LLC since October 2011.
|
|
2
|
|
Eagle Point Credit Company Inc.
|
|
|
|
|
|
|
|
|
|
|
|
Thomas P. Majewski(3)
Age: 46
|
|
Class III
Director,
Chairperson
of the Board
and Chief
Executive
Officer
|
|
Since inception;
Term expires
2023
|
|
Managing Partner of the Adviser since September 2018; Managing Partner of Eagle Point Credit Management LLC since September 2012.
|
|
2
|
|
Eagle Point Credit Company Inc.
|
|
(1)
|
The business address of each Director is c/o Eagle Point Income Company Inc., 600 Steamboat Road, Suite 202, Greenwich, CT 06830.
|
|
(2)
|
Mr. Matthews is an interested person of the Company due to his position with Stone Point Capital LLC (“Stone Point”), which is an affiliate of the Adviser.
|
|
(3)
|
Mr. Majewski is an interested person of the Company due to his position as Chief Executive Officer of the Company and his position with the Adviser.
|
|
|
|
|
|
|
|
|
|
|
|
Each of the Directors also
serves on the board of directors of Eagle Point Credit Company Inc. (“Eagle Point Credit Company”), a closed-end management
investment company registered under the 1940 Act which is part of the same fund complex as us.
Other than with respect to
the Company and Eagle Point Credit Company, none of the Directors serves, nor have they served during the last five years, on the board
of directors of another company with a class of securities registered pursuant to Section 12 of the Exchange Act (or subject to the
reporting requirements of Section 15(d) of the Exchange Act), or registered as an investment company under the 1940 Act (including
any other companies in a fund complex with us).
The following table states
the dollar range of equity securities of the Company beneficially owned as of the Record Date by each Director and Director nominee.
Name of Director/Nominee
|
|
Dollar Range of Equity
Securities in the Company(1)(2)
|
Interested Directors
|
|
|
Thomas P. Majewski
|
|
Over $100,000
|
James R. Matthews
|
|
None
|
Independent Directors
|
|
|
Scott W. Appleby
|
|
$50,000 – 100,000
|
Kevin F. McDonald
|
|
$10,000 – 50,000
|
Paul E. Tramontano
|
|
$50,000 – 100,000
|
Jeffrey L. Weiss
|
|
$10,000 – 50,000
|
(1)
|
Securities are valued as of the Record Date.
|
(2)
|
Dollar ranges are as follows: None, $1 – $10,000,
$10,001 – $50,000, $50,001 – $100,000 and over $100,000.
|
To the knowledge of the Company,
as of the Record Date, none of the Independent Directors or their immediate family members owned securities of the Adviser or a person
(other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with the Adviser.
Compensation. As
compensation for serving on the Board each Independent Director receives an annual fee of $60,000, as well as reasonable out-of-pocket
expenses incurred in attending Board and committee meetings. The chairman of the Audit Committee receives an additional annual fee of
$10,000 and the chairman of the Nominating Committee receives an additional annual fee of $5,000 for their additional services in these
capacities.
Directors do not currently
receive any pension or retirement benefits from the Company.
Each Director who is a director,
officer, partner, member or employee of the Adviser, or of any entity controlling, controlled by or under common control with the Adviser,
including any Director who is an “interested person” (as such term is defined in the 1940 Act) of the Company, serves without
any compensation from the Company.
The following table provides
information concerning the compensation paid to the Directors during the fiscal year ended December 31, 2020.
Name of Director/Nominee
|
|
Aggregate Compensation
from the Company to
Director/Nominees for the
Fiscal Year
ended December 31, 2020
|
|
|
Aggregate Compensation
from the Fund Complex2 to
Director/Nominees for the
Fiscal Year
ended December 31, 2020
|
|
Independent Directors
|
|
|
|
|
|
|
|
|
Scott W. Appleby
|
|
$
|
59,583
|
1
|
|
$
|
151,250
|
1,
3
|
Kevin F. McDonald
|
|
$
|
42,315
|
1
|
|
$
|
129,398
|
1,
3
|
Paul E. Tramontano
|
|
$
|
55,000
|
1
|
|
$
|
142,083
|
1,
3
|
Jeffrey L. Weiss
|
|
$
|
64,167
|
1
|
|
$
|
162,709
|
1,
3
|
|
|
|
|
|
|
|
|
|
Interested Directors
|
|
|
|
|
|
|
|
|
Thomas P. Majewski
|
|
|
—
|
|
|
|
—
|
|
James R. Matthews
|
|
|
—
|
|
|
|
—
|
|
1
Reflects $27,083, $12,315, $25,000, and $29,167 relating to the year ended December 31,
2019 that was payable to each of Mr. Appleby, Mr. McDonald, Mr. Tramontano and Mr. Weiss as of December 31,
2019, respectively, and paid during the period ended December 31, 2020; does not reflect $127,500 relating to the year ended December 31,
2020 that was paid during the month ended January 31, 2021, which amount was comprised of $32,500, $30,000, $30,000 and $35,000
paid to each of Mr. Appleby, Mr. McDonald, Mr. Tramontano and Mr. Weiss, respectively.
2
The “Fund Complex” includes the Company and Eagle Point Credit Company
Inc.
3
Reflects $41,667, $39,583, $39,583, and $44,792 relating to the year ended December 31,
2019 that was payable to each of Mr. Appleby, Mr. McDonald, Mr. Tramontano and Mr. Weiss, respectively, and paid during
the fiscal year ended December 31, 2020; does not reflect $198,750 relating to the year ended December 31, 2020 that was paid
during the month ended January 31, 2021, which amount was comprised of $50,000, $47,500, $47,500 and $53,750 paid to each of Mr. Appleby,
Mr. McDonald, Mr. Tramontano and Mr. Weiss, respectively.
Director
Qualifications. Although the Nominating Committee has general criteria that guides its choice of candidates
to serve as Independent Directors, there are no specific required qualifications for Board membership. See “— Board
Committees and Meetings — Nominating Committee.” The Board believes that the different perspectives, viewpoints,
professional experience, education and individual qualities of each Director represent a diversity of experiences and a variety of complementary
skills. When considering potential nominees to fill vacancies on the Board, and as part of its annual self-evaluation, the Board reviews
the mix of skills and other relevant experiences of the Directors.
In respect of each current
Director, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related
to the operations of the Company, were a significant factor in the determination by the Board that the individual is qualified to serve
as a Director. The following is a summary of various qualifications, experiences and skills of each Director (in addition to business
experience during the past five years set forth in the table above) that contributed to the Board’s conclusion that an individual
is qualified to serve on the Board. References to qualifications, experiences and skills are not intended to hold out the Board or individual
Directors as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person
or on the Board by reason thereof.
Independent Directors
Scott
W. Appleby (Nominee). Mr. Appleby is the President of Appleby Capital, Inc. and has more than
20 years of banking experience at Appleby Capital, Deutsche Bank, Robertson Stephens, ABN Amro and Paine Webber. As a senior equity analyst,
Mr. Appleby has written on global exchanges, alternative asset managers and financial technology. Mr. Appleby was also one of
the first Internet analysts and, in 1997, the first analyst to cover the electronic brokerage industry. Mr. Appleby remains an active
writer and speaker on financial technology and Wall Street trends. Mr. Appleby serves on a number of private company and community
boards. Mr. Appleby holds an M.B.A. from Cornell University and a B.S. from the University of Vermont.
Mr. Appleby also serves
as an independent director of Eagle Point Credit Company and is a member of the audit committee and the chair of the nominating committee
of Eagle Point Credit Company.
Kevin
F. McDonald. Mr. McDonald is the Chief Operating Officer of AltaRock Partners as of January 2019.
Mr. McDonald has previously served as Director of Business Development and Investor Relations of Folger Hill Asset Management, LP
from December 2014 to July 2018. Mr. McDonald was also a Principal of Taylor Investment Advisors, LP, which he co-founded,
from 2002 to March 2017, and served as the Chief Executive Officer from 2006 to December 2014. Previously, Mr. McDonald
was a Director at Larch Lane Advisors LLC, an alternative asset management firm specializing in multi-manager hedge fund portfolios, from
1999 to 2001. Mr. McDonald was a Vice President in the futures and options group at JP Morgan Securities from 1994 to 1999 and served
as an Assistant Treasurer and proprietary fixed-income trader at BSI Bank (subsidiary of Generali S.P.A.) from 1991 to 1994. Mr. McDonald
began his career at Chemical Bank in 1989 where he was a credit analyst in the corporate finance group. Mr. McDonald holds a B.A.
from the University of Virginia.
Mr. McDonald
also serves as an independent director of Eagle Point Credit Company and is a member of the audit committee and nominating committee
of Eagle Point Credit Company.
Paul
E. Tramontano. Mr. Tramontano has served as a Senior Managing Director and Wealth Manager at First
Republic Investment Management since October 2015. Prior to joining First Republic Investment Management, Mr. Tramontano was
the founder and Co-Chief Executive Officer at Constellation Wealth Advisors LLC for eight years and was responsible for managing the firm’s
East Coast operations as well as serving on both the investment and executive management committees. Prior to forming Constellation Wealth
Advisors, Mr. Tramontano spent 17 years at Citi Smith Barney, most recently as a Managing Director and Senior Advisor of Citi Family
Office. Mr. Tramontano holds a B.S. from Villanova University and attended the Certified Investment Management program at the Wharton
School of Business at the University of Pennsylvania.
Mr. Tramontano also
serves as an independent director of Eagle Point Credit Company and is a member of the audit committee and nominating committee of Eagle
Point Credit Company.
Jeffrey
L. Weiss (Nominee). Mr. Weiss has served as the Managing Partner of Colter Lewis Investment Partners
LLC since January 2018 and is also a private investor (since 2012). Mr. Weiss is a former Managing Director at Lehman Brothers
and Barclays, where he also held a number of senior leadership positions. From 2008 to 2012, Mr. Weiss served as Global Head of Financial
Institutions at Barclays. Prior to joining Barclays, Mr. Weiss spent 25 years with Lehman Brothers, most recently as a Managing Director.
From 2005 to 2008, Mr. Weiss served on the management committee of Lehman Brothers and from 2007 to 2008 Mr. Weiss was responsible
for the financial institutions group businesses at Lehman Brothers. Mr. Weiss serves as the Treasurer and a board member of City
Harvest, a non-profit organization. Mr. Weiss holds a B.S. from the University of Wisconsin.
Mr. Weiss also serves
as an independent director of Eagle Point Credit Company and chair of the audit committee and is a member of the nominating committee
of Eagle Point Credit Company.
Interested Directors
Thomas
P. Majewski. Mr. Majewski is a Managing Partner of the Adviser and Managing Partner and a founder
of Eagle Point Credit Management LLC (“Eagle Point Credit Management”), and serves as a director and Chief Executive Officer
of Eagle Point Credit Company. Mr. Majewski has been involved in the formation and/or monetization of many collateralized loan obligation
(“CLO”) transactions across multiple market cycles. Mr. Majewski led the creation of some of the earliest refinancing
CLOs, introducing techniques that are now commonplace in the market. Mr. Majewski’s experience in the CLO market dates back
to the 1990s. He has spent his entire career in the structured finance and credit markets. Mr. Majewski is also a member of the Adviser’s
Board of Managers and Eagle Point Credit Management’s investment committee.
Prior to joining Eagle Point
Credit Management in September 2012, Mr. Majewski was a Managing Director and U.S. Head of CLO Banking at RBS Securities Inc.,
or “RBS,” from September 2011 through September 2012, where he was responsible for all aspects of RBS’s new-issue
CLO platform. Prior to joining RBS, Mr. Majewski was the U.S. country head at AMP Capital Investors (US) Ltd. and AE Capital Advisers
(US) LLC, where he was responsible for investing in credit, structured products and other private assets on behalf of several Australian
investors. Prior to this, Mr. Majewski was a Managing Director and head of CLO banking at Merrill Lynch Pierce Fenner and Smith Inc.
Mr. Majewski also has held leadership positions within the CLO groups at JPMorgan Securities Inc. and Bear, Stearns & Co.
Inc. Mr. Majewski serves as a member of the board of managers and investment committee of Marble Point, and as a director of Marble
Point Loan Financing Limited, an investment fund managed by Marble Point which is listed on the London Stock Exchange. Mr. Majewski
has a B.S. from Binghamton University and has been a Certified Public Accountant (inactive).
Mr. Majewski also serves
as a member of the board of directors of Eagle Point Credit Company.
James
R. Matthews. Mr. Matthews was appointed to the Board as a representative of the Adviser and
the Trident V private equity funds (the “Trident V Funds”). Mr. Matthews is currently a Principal of Stone Point (since
October 2011). Mr. Matthews is a member of the Adviser’s Board of Managers and Eagle Point Credit Management’s investment
committee. He joined Stone Point from Evercore Partners Inc., where he was a Senior Managing Director and Co-Head of Private Equity. From
2000 to 2007, Mr. Matthews was with Welsh, Carson, Anderson & Stowe, where he was a General Partner and focused on investments
in the information services and business services sectors. Previously, Mr. Matthews was a General Partner of J.H. Whitney &
Co. and started his career as an Analyst in the mergers and acquisitions group of Salomon Brothers Inc. Mr. Matthews is a director
of various portfolio companies of the Trident V Funds, including Alliant Insurance Services, Inc., Bridgepoint Risk Management, LLC,
Enhanced Capital Holdings, Inc., Enhanced Capital Partners, LLC, HireRight GIS Group Holdings LLC, Tree Line Direct Lending GP, LLC
and Tree Line Capital Partners, LLC. Mr. Matthews holds a B.S. from Boston College and an M.B.A. from the Harvard Graduate School
of Business Administration.
Mr. Matthews also serves
as chairperson of the board of directors of Eagle Point Credit Company.
Board Committees and
Meetings
The
Board has established two standing committees to facilitate oversight of the management of the Company: the Audit Committee and the Nominating
Committee.
Audit
Committee. The members of the Audit Committee are Messrs. Appleby, McDonald, Tramontano and
Weiss, each of whom is an Independent Director. Each member of the Audit Committee is financially literate with at least one having
accounting or financial management expertise. The Board has adopted a written charter for the Audit Committee. The Audit Committee
recommends to the full Board the independent registered public accounting firm for us, oversees the work of the independent
registered public accounting firm in connection with the Company’s audit, communicates with the independent registered public
accounting firm on a regular basis and provides a forum for the independent registered public accounting firm to report and
discuss any matters it deems appropriate at any time. The Audit Committee is also responsible for establishing guidelines and making
recommendations to the Board regarding the valuation of the Company’s investments, which are considered when the Board
determines, within the meaning of the 1940 Act, the value of the Company’s investments. The Audit Committee also functions as
the qualified legal compliance committee of the Company and is responsible for the confidential receipt, retention and consideration
of any report of evidence of (i) a material violation of applicable federal or state securities law, (ii) a material
breach of fiduciary duty arising under federal or state law or (iii) a similar material violation of any federal or state law
by the Company or any officer, director, employee or agent of the Company that has occurred, is ongoing or is about to occur.
Mr. Weiss currently serves as chair of the Audit Committee. A copy of the Audit Committee Charter is available on the
Company’s website (www.eaglepointincome.com).
Nominating
Committee. The members of the Nominating Committee are Messrs. Appleby, McDonald, Tramontano and
Weiss, each of whom is an Independent Director. The Board has adopted a written charter for the Nominating Committee. The Nominating
Committee periodically reviews the committee structure, oversees the conduct of an annual self-assessment of the Board and its
committees and makes the final selection and nomination of candidates to serve as Independent Directors. In addition, the Nominating
Committee makes recommendations regarding the compensation of the Company’s Independent Directors for approval by the Board as
there is no separate compensation committee of the Company. The Board nominates and selects the interested Directors and the
officers. Mr. Appleby serves as chair of the Nominating Committee. A copy of the Nominating Committee Charter is available on
the Company’s website (www.eaglepointincome.com).
In
reviewing a potential nominee and in evaluating the re-nomination of current Independent Directors, the Nominating Committee will generally
apply the following criteria: (1) the nominee’s reputation for integrity, honesty and adherence to high ethical standards;
(2) the nominee’s business acumen, experience and ability to exercise sound judgment; (3) a commitment to understand the
Company and the responsibilities of a director of an investment company; (4) a commitment to regularly attend and participate in
meetings of the Board and its committees; (5) the ability to understand potential conflicts of interest involving management
of the Company and to act in the interests of all Stockholders; and (6) the absence of a real or apparent conflict of interest
that would impair the nominee’s ability to represent the interests of all Stockholders and to fulfill the responsibilities
of an Independent Director. The Nominating Committee does not necessarily place the same emphasis on each criteria and each nominee may
not have each of these qualities.
As
long as an existing Independent Director continues, in the opinion of the Nominating Committee, to satisfy these criteria, we anticipate
that the Nominating Committee would favor the re-nomination of an existing Independent Director rather than nominate a new candidate.
Consequently, while the Nominating Committee will consider nominees recommended by Stockholders to serve as Independent Directors, the
Nominating Committee may only act upon such recommendations if there is a vacancy on the Board or a committee and it determines that the
selection of a new or additional Independent Director is in the Company’s best interests. In the event that a vacancy arises or
a change in membership is determined to be advisable, the Nominating Committee will, in addition to any Stockholder recommendations, consider
candidates identified by other means, including candidates proposed by members of the Nominating Committee. The Nominating Committee
may retain a consultant to assist it in a search for a qualified candidate.
The
Nominating Committee has not adopted a formal policy with regard to the consideration of diversity in identifying individuals for election
as Independent Directors, but the Nominating Committee will consider such factors as it may deem are in the best interests of the Company
and the Stockholders. Such factors may include the individual’s professional experience, education, skills and other individual
qualities or attributes, including gender, race or national origin.
Consideration
of Candidates Recommended by Stockholders. The Nominating Committee will review and consider nominees recommended
by Stockholders to serve as Independent Directors, provided that the recommending Stockholder follows the procedures for Stockholders
to submit nominee candidates as set forth in the Company’s bylaws and Nominating Committee’s charter, and summarized here.
For
any Stockholder recommendation for Independent Director to be included in the Company’s proxy statement, it must be submitted in
compliance with all of the pertinent provisions of Rule 14a-8 under the Exchange Act to be considered by the Nominating Committee.
In evaluating a nominee recommended by a Stockholder, the Nominating Committee, in addition to the criteria discussed above, may consider
the objectives of the Stockholder in submitting that nomination and whether such objectives are consistent with the interests of all Stockholders.
If the Board determines to include a Stockholder’s candidate among the slate of nominees, the candidate’s name will be placed
on the Company’s proxy card. If the Nominating Committee or the Board determines not to include such candidate among the Board’s
designated nominees and the Stockholder has satisfied the requirements of Rule 14a-8, the Stockholder’s candidate will
be treated as a nominee of the Stockholder who originally nominated the candidate. In that case, the candidate will not be named on the
proxy card distributed with the Company’s proxy statement.
A
Stockholder who is entitled to vote at the applicable annual meeting and who intends to nominate a director must comply with the advance
notice procedures of the Company’s bylaws. To be timely, the Stockholder’s notice must be delivered by a nationally recognized
courier service or mailed by first class United States mail, postage or delivery charges prepaid, and received at the principal executive
offices of the Company addressed to the attention of the Secretary not less than ninety (90) days nor more than one hundred twenty (120)
days in advance of the anniversary of the date the Company’s proxy statement was released to the Stockholders in connection with
the previous year’s annual meeting of Stockholders; provided, however, that in the event that no annual meeting was held in the
previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time
of the previous year’s proxy statement, notice by the Stockholder must be received by the Secretary not later than the close of
business on the later of (x) the ninetieth (90th) day prior to such annual meeting and (y) the seventh (7th) day following the
day on which public announcement of the date of such meeting is first made. Such Stockholder’s notice to the Secretary shall
set forth (i) as to each person whom the Stockholder proposes to nominate for election or reelection as a Director, (a) the
name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the
class and number of shares of capital stock of the Company that are beneficially owned by the person and (d) any other information
relating to the person that is required to be disclosed in solicitations for proxies for election of Directors pursuant to the rules and
regulations of the Securities and Exchange Commission (the “SEC”) under Section 14 of the Exchange Act, and (ii) as
to the Stockholder giving the notice (a) the name and record address of the Stockholder and (b) the class and number of shares
of capital stock of the Company that are beneficially owned by the Stockholder. The Company may require any proposed nominee to furnish
such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as
a Director. No person nominated by a Stockholder as an Independent Director shall be eligible for election as a Director unless nominated
in accordance with the procedures set forth herein. An officer of the Company presiding at an annual meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should
so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.
Meetings. The
Board meets regularly, at least four times each year, to discuss and consider matters concerning the Company, and also holds special meetings
to address matters arising between regular meetings. The Independent Directors regularly meet outside the presence of management. During
the fiscal year ended December 31, 2020, the Board held four regular meetings and three special meetings. The Audit Committee met
in separate session four times and the Nominating Committee met in separate session three times. Each Director attended 75% or more of
the aggregate number of meetings of the Board and the committees on which such Director served and that were held during the fiscal year
ended December 31, 2020.
The
Directors are not required to attend the Company’s annual meetings of stockholders but are encouraged to do so. All six (6) Directors
attended the 2020 annual meeting of stockholders.
ADDITIONAL INFORMATION
Stockholder Communications
with the Board
Stockholders
may communicate with the Directors as a group or individually. Stockholder communications must (1) be in writing and be signed by
the Stockholder and (2) identify the class and number of shares of Common Stock held by the Stockholder. Any such communication should
be sent to the Board or an individual Director c/o the Secretary at the following address: 600 Steamboat Road, Suite 202, Greenwich,
CT 06830. The Secretary or his designee is responsible for reviewing properly submitted Stockholder communications. The Secretary shall
either (1) provide a copy of each properly submitted Stockholder communication to the Board at its next regularly scheduled meeting
or (2) forward the communication to the Director(s) promptly after receipt if the Secretary determines that the communication
requires more immediate attention. The Secretary may, in good faith, determine that a Stockholder communication should not be provided
to the Board or Director(s) because it does not reasonably relate to the Company or its operations, management, activities, policies,
service providers, Board, officers, Stockholders or other matters relating to an investment in the Company or otherwise is routine or
ministerial in nature.
These
procedures do not apply to (1) any communication from a Director or an officer of the Company, (2) any communication from an
employee or agent of the Company, unless such communication is made solely in such employee’s or agent’s capacity as a Stockholder,
or (3) any Stockholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act or any communication made in connection
with such a proposal. The Directors are not required to make themselves available to Stockholders for communications, other than by the
aforementioned procedures.