Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-29

Ellington Credit (EARN)

Ellington Credit is externally managed by Ellington Management; its CEO, Laurence Penn, is compensated by the manager, not the company, and the filing reports no company-paid total for fiscal year 2025 (SEC filing 0001560672-25-000048 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$0
JR Herlihy total, FY2025
Chief Operating Officer — highest-paid officer; CEO Laurence Penn: paid by the manager
—
CEO (Laurence Penn) pay percentile vs peers
—
CEO-to-median pay ratio
90.87%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Laurence Penn (Chief Executive Officer and President), FY2025 total compensation $0 (base salary $0) [exec_comp, SEC accession 0001560672-25-000048, filed 2025-04-18]

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01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
JR Herlihy$0$0$0$0$0$0$0$0
Chief Operating Officer
Christopher Smernoff00000000
Chief Financial Officer
Laurence Penn00000000
Chief Executive Officer and President

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
JR Herlihy$0—$216,684—
Christopher Smernoff0—121,081—
Laurence Penn0———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against EARN
1 company names EARN as a compensation peer

Each company listed discloses EARN in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named EARN in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Christopher SmernoffCFO$0
JR HerlihyCOO$0
Laurence PennCEO$0
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
David J. MillerIndependent Director$184,817
Mary McBrideIndependent Director$177,317
Michael W. VranosDirector—
Robert B. Allardice, IIIChair of the Board$217,317
Ronald I. Simon, Ph.DIndependent Director$184,817
02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Gregory Morris BorensteinPortfolio Manager2025-09-05A4,000$6$22,480CommonForm 4 ↗
Ronald I. SimonDirector2025-09-11A10,536659,843CommonForm 4 ↗
Gregory Morris BorensteinPortfolio Manager2025-10-01A3,000515,870CommonForm 4 ↗
JR HerlihyChief Operating Officer2025-12-31D5,235527,065CommonForm 4 ↗
Christopher SmernoffChief Financial Officer2025-12-31D2,468512,760CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

05

Incentive-plan design — the Compensation Discussion & Analysis

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantnot disclosed
Clawback policyWith respect to the Performance Fee, there will be no accumulation of the Hurdle Amount from quarter to quarter, no claw back of amounts previously paid if the Pre-Performance Fee Net Investment Income in any subsequent quarter is below the Hurdle Amount for such subsequent quarter, and no delay or adjustment of payment if the Pre-Performance Fee Net Investment Income in any prior quarter was below the Hurdle Amount for such prior quarter.
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-25—————
20252025-05-29—————
20242024-12-0410,231,4741,028,069894,42190.87%Passed
20242024-12-0410,231,4741,028,069894,42190.87%Passed
20232023-05-163,131,678391,338158,32588.89%Passed
20222022-05-173,754,762360,060145,00891.25%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-25—a
20252025-05-29—b
20242024-12-0490.87%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Robert B. Allardice, IIIIndependent · Board Chair · Audit (Chair) · Nominating and Corporate Governance$110,000$100,002$0$0$7,315$217,317
David J. MillerIndependent · Audit · Nominating and Corporate Governance77,500100,002007,315184,817
Ronald I. Simon, Ph.DIndependent · Audit · Nominating and Corporate Governance (Chair)77,500100,002007,315184,817
Mary McBrideIndependent · Audit · Nominating and Corporate Governance70,000100,002007,315177,317
Michael W. VranosEmployee director000—00
Laurence E. PennEmployee director000—00
09

Board fee structure and ownership guideline

Annual cash retainer$85,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 25,000 / 7,500
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$335,000
Equity awards (grant-date value)$400,008
All other compensation$29,260
Total cost of the board$764,268

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Ellington Credit2025Laurence Penn$0$0$0$0$0

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Ellington Credit in fiscal 2025?
As disclosed, JR Herlihy (Chief Operating Officer) was the highest-paid executive at Ellington Credit in fiscal 2025, with total compensation of $0.
How did shareholders vote on Ellington Credit's executive compensation?
As disclosed, 90.87% of shareholders supported Ellington Credit's executive compensation in the latest say-on-pay vote.
How much does Ellington Credit spend in total on board compensation for fiscal 2025?
As disclosed, Ellington Credit reported total board compensation of $764,268 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, JR HerlihyDEF 14A2025-04-180001560672-25-000048Section “Executive Compensation”. As printed: 0. Filing ↗
2Section 01, Christopher SmernoffDEF 14A2025-04-180001560672-25-000048Section “Executive Compensation”. As printed: 0. Filing ↗
3Section 01, Laurence PennDEF 14A2025-04-180001560672-25-000048Section “EXECUTIVE COMPENSATION INFORMATION” · page 21. As printed: 0. Filing ↗
4Section 07, pay ratioDEF 14A2026-05-050001628280-26-029999Section “CEO Pay Ratio”. As printed: —. Filing ↗
5Section 08, Robert B. Allardice, IIIDEF 14A2025-04-180001560672-25-000048Section “Director Compensation”. As printed: 217,317. Filing ↗machine: t10 · r2 · c15 · span 149552–149689
6Section 08, David J. MillerDEF 14A2025-04-180001560672-25-000048Section “Director Compensation”. As printed: 184,817. Filing ↗machine: t10 · r3 · c11 · span 151688–151825
7Section 08, Ronald I. Simon, Ph.DDEF 14A2025-04-180001560672-25-000048Section “Director Compensation”. As printed: 184,817. Filing ↗machine: span 153624–153761
8Section 08, Mary McBrideDEF 14A2025-04-180001560672-25-000048Section “Director Compensation”. As printed: 177,317. Filing ↗machine: t10 · r5 · c11 · span 155550–155687
9Section 08, Michael W. VranosDEF 14A2025-04-180001560672-25-000048Section “Director Compensation”. As printed: 0. Filing ↗
10Section 08, Laurence E. PennDEF 14A2025-04-180001560672-25-000048Section “Director Compensation”. As printed: 0. Filing ↗
11Section 02, Gregory Morris Borenstein 2025-09-05Form 42025-09-090001560672-25-000086Insider equity transaction reported since the proxy statement. Filing ↗
12Section 02, Ronald I. Simon 2025-09-11Form 42025-10-020001628280-25-043740Insider equity transaction reported since the proxy statement. Filing ↗
13Section 02, Gregory Morris Borenstein 2025-10-01Form 42025-10-020001628280-25-043737Insider equity transaction reported since the proxy statement. Filing ↗
14Section 02, JR Herlihy 2025-12-31Form 42026-01-050001628280-26-000459Insider equity transaction reported since the proxy statement. Filing ↗
15Section 02, Christopher Smernoff 2025-12-31Form 42026-01-050001628280-26-000464Insider equity transaction reported since the proxy statement. Filing ↗
16Section 06, 2026 voteForm 8-K2026-05-290001628280-26-039063Item 5.07 · say-on-pay result. As reported: —. Filing ↗
17Section 06, 2025 voteForm 8-K2026-05-290001628280-26-039063Item 5.07 · say-on-pay result. As reported: —. Filing ↗
18Section 06, 2024 voteForm 8-K2024-12-040001560672-24-000150Item 5.07 · say-on-pay result. As reported: 90.87% (votes for as printed: 10,231,474). Filing ↗
19Section 09b board cost (computed)Computed——Cash 335,000 + equity 400,008 + all other 29,260 = 764,268, summed across the director compensation table rows.machine: formula: Σ = 764,268
20Ellington Credit (subject), Section 10b CEO totalDEF 14A2025-04-180001560672-25-000048CEO total compensation as printed in Ellington Credit's own proxy. As printed: 0. Filing ↗

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