Fiscal year 2025 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.
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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| JR Herlihy | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
| Chief Operating Officer | ||||||||
| Christopher Smernoff | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Chief Financial Officer | ||||||||
| Laurence Penn | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| JR Herlihy | $0 | — | — | — |
| Christopher Smernoff | 0 | — | — | — |
| Laurence Penn | 0 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Gregory Morris Borenstein | Portfolio Manager | 2025-09-05 | A | 4,000 | $6 | $22,480 | Common | Form 4 ↗ |
| Ronald I. Simon | Director | 2025-09-11 | A | 10,536 | 6 | 59,843 | Common | Form 4 ↗ |
| Gregory Morris Borenstein | Portfolio Manager | 2025-10-01 | A | 3,000 | 5 | 15,870 | Common | Form 4 ↗ |
| JR Herlihy | Chief Operating Officer | 2025-12-31 | D | 5,235 | 5 | 27,065 | Common | Form 4 ↗ |
| Christopher Smernoff | Chief Financial Officer | 2025-12-31 | D | 2,468 | 5 | 12,760 | Common | Form 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.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | not disclosed |
| Clawback policy | With 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 | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2024 | 2024-12-04 | 10,231,474 | 1,028,069 | 894,421 | 90.87% | Passed |
| 2024 | 2024-12-04 | 10,231,474 | 1,028,069 | 894,421 | 90.87% | Passed |
| 2023 | 2023-05-16 | 3,131,678 | 391,338 | 158,325 | 88.89% | Passed |
| 2022 | 2022-05-17 | 3,754,762 | 360,060 | 145,008 | 91.25% | Passed |
| 2021 | 2021-05-13 | 7,272,817 | 159,725 | 80,877 | 97.85% | Passed |
| 2020 | 2020-05-13 | 7,749,682 | 238,425 | 60,687 | 97.02% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2024 | 2024-12-04 | 90.87%a |
| 2024 | 2024-12-04 | 90.87%b |
| 2023 | 2023-05-16 | 88.89%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Approved under the standard stated in the filing — “Abstentions and broker non-votes will be treated as follows: Proposal Treatment of Abstentions and Broker Non-Votes Proposal 1: Election of Trustees Withhold votes, broker non-votes and Common Shares not represented at the Annual Meeting will have no effect on the election of trustees.”.
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.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Robert B. Allardice, IIIIndependent · Board Chair · Audit (Chair) · Nominating and Corporate Governance | $110,000 | $100,002 | $0 | $0 | $7,315 | $217,317 |
| Ronald I. Simon, Ph.DIndependent · Audit · Nominating and Corporate Governance (Chair) | 77,500 | 100,002 | 0 | 0 | 7,315 | 184,817 |
| David J. MillerIndependent · Audit · Nominating and Corporate Governance | 77,500 | 100,002 | 0 | 0 | 7,315 | 184,817 |
| Mary McBrideIndependent · Audit · Nominating and Corporate Governance | 70,000 | 100,002 | 0 | 0 | 7,315 | 177,317 |
| Michael W. VranosEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Laurence E. PennEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $70,000 |
|---|---|
| Annual equity retainer | $100,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 7,500 / 7,500 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| 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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Ellington Credit | 2025 | Laurence 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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, JR Herlihy | DEF 14A | 2025-04-18 | 0001560672-25-000048 | Section “Executive Compensation”. As printed: 0. Filing ↗ |
| 2 | Section 01, Christopher Smernoff | DEF 14A | 2025-04-18 | 0001560672-25-000048 | Section “Executive Compensation”. As printed: 0. Filing ↗ |
| 3 | Section 01, Laurence Penn | DEF 14A | 2025-04-18 | 0001560672-25-000048 | Section “Executive Compensation”. As printed: 0. Filing ↗ |
| 4 | Section 07, pay ratio | DEF 14A | 2026-05-05 | 0001628280-26-029999 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 5 | Section 08, Robert B. Allardice, III | DEF 14A | 2025-04-18 | 0001560672-25-000048 | Section “Director Compensation”. As printed: 217,317. Filing ↗machine: t10 · r2 · c15 · span 149669–149676 |
| 6 | Section 08, Ronald I. Simon, Ph.D | DEF 14A | 2025-04-18 | 0001560672-25-000048 | Section “Director Compensation”. As printed: 184,817. Filing ↗ |
| 7 | Section 08, David J. Miller | DEF 14A | 2025-04-18 | 0001560672-25-000048 | Section “Director Compensation”. As printed: 184,817. Filing ↗machine: t10 · r3 · c11 · span 151805–151812 |
| 8 | Section 08, Mary McBride | DEF 14A | 2025-04-18 | 0001560672-25-000048 | Section “Director Compensation”. As printed: 177,317. Filing ↗machine: t10 · r5 · c11 · span 155667–155674 |
| 9 | Section 08, Michael W. Vranos | DEF 14A | 2025-04-18 | 0001560672-25-000048 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 08, Laurence E. Penn | DEF 14A | 2025-04-18 | 0001560672-25-000048 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 02, Gregory Morris Borenstein 2025-09-05 | Form 4 | 2025-09-09 | 0001560672-25-000086 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 12 | Section 02, Ronald I. Simon 2025-09-11 | Form 4 | 2025-10-02 | 0001628280-25-043740 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 13 | Section 02, Gregory Morris Borenstein 2025-10-01 | Form 4 | 2025-10-02 | 0001628280-25-043737 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 14 | Section 02, JR Herlihy 2025-12-31 | Form 4 | 2026-01-05 | 0001628280-26-000459 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 02, Christopher Smernoff 2025-12-31 | Form 4 | 2026-01-05 | 0001628280-26-000464 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 06, 2024 vote | Form 8-K | 2024-12-04 | 0001560672-24-000150 | Item 5.07 · say-on-pay result. As reported: 90.87% (votes for as printed: 10,231,474). Filing ↗ |
| 17 | Section 06, 2024 vote | Form 8-K | 2024-12-04 | 0001560672-24-000150 | Item 5.07 · say-on-pay result. As reported: 90.87% (votes for as printed: 10,231,474). Filing ↗ |
| 18 | Section 06, 2023 vote | Form 8-K | 2023-05-16 | 0001560672-23-000048 | Item 5.07 · say-on-pay result. As reported: 88.89% (votes for as printed: 3,131,678). Filing ↗ |
| 19 | Section 09b board cost (computed) | 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 |
| 20 | Ellington Credit (subject), Section 10b CEO total | DEF 14A | 2025-04-18 | 0001560672-25-000048 | CEO total compensation as printed in Ellington Credit's own proxy. As printed: 0. Filing ↗ |