Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-09-10

Ellington Financial Inc. (EFC)

Ellington Financial Inc. is externally managed by Ellington Financial Management; its named officers' pay is set and paid by the manager, not the company, and its highest-paid named officer, Chief Financial Officer JR Herlihy, was paid $1,152,224 in fiscal year 2025 (SEC filing 0001628280-26-024281 ↗): 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.

$1,152,224
JR Herlihy total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
93.13%
Say-on-pay support, latest vote

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EFC's next annual pay disclosure, estimated March 31, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
JR Herlihy$249,375$342,221$500,005$0$0$0$60,623$1,152,224
Chief Financial Officer
Christopher Smernoff223,000172,767250,01000032,158677,935
Chief Accounting Officer

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$1,152,224$1,064,889$1,052,520↑ +87,335
Christopher Smernoff677,935682,960623,872↓ −5,025

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

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$1,152,224 JR Herlihy total, FY2025

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Data as of September 10, 2026 · Source: 0001628280-26-024281 · Velarion Executive Compensation Database, deposited on Zenodo (doi:10.5281/zenodo.22283855).

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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 SmernoffChief Accounting Officer$677,935
JR HerlihyCFO$1,152,224
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
Edward ResendezIndependent Director$273,390
Laurence E. PennDirector—
Lisa MumfordIndependent Director$246,658
Ronald I. Simon, Ph.DIndependent Director$311,658
Stephen J. DannhauserIndependent Director$253,390
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
Michael W. VranosCo-Chief Investment Officer2026-05-11A161,934$0$0Common, indirectForm 4 ↗
Michael W. VranosCo-Chief Investment Officer2026-08-05A6,79400Common, indirectForm 4 ↗
Lisa MumfordDirector2026-09-09A10,18100CommonForm 4 ↗
Edward ResendezDirector2026-09-09A10,18100Derivative, Class A CommonForm 4 ↗
Ronald I. SimonDirector2026-09-09A10,18100Common, indirectForm 4 ↗
Stephen J. DannhauserDirector2026-09-09A10,18100Derivative, Class A CommonForm 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.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
JR HerlihyRSU2025-12-17——36,417—$500,001
Christopher SmernoffRSU2025-12-17——18,209—250,010
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
JR Herlihy$500,001$0$00.0%
Christopher Smernoff250,010000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
JR HerlihyRSU50,428—$684,812
Christopher SmernoffRSU22,581—306,650
05

Incentive-plan design — the Compensation Discussion & Analysis

The compensation program for Compensated NEOs is designed to retain and motivate them by providing fair compensation, encourage share ownership through OP LTIP Units, and align management incentives with the long-term interests of stockholders. Compensation is determined based on the officer's position, contribution, company performance, market practices, and time spent on company affairs.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-2854,695,1303,273,132761,79593.13%Passed
20252025-05-2939,771,1874,968,668726,96487.47%Passed
20242024-05-1736,317,4884,979,356725,79586.42%Passed
20232023-05-1634,659,7154,394,470745,75187.08%Passed
20222022-05-1731,311,8753,478,540481,55890%Passed
20212021-05-1324,420,578583,152387,61797.67%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
20262026-05-2893.13%a
20252025-05-2987.47%b
20242024-05-1786.42%c

a. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote against this proposal.”.

b. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote against this proposal.”.

c. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote against this proposal.”.

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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Ronald I. Simon, Ph.DIndependent · Board Chair · Compensation Committee · Nominating and Corporate Governance Committee$170,000$125,001$0$0$16,657$311,658
Edward ResendezIndependent · Audit Committee · Compensation Committee (Chair) · Nominating and Corporate Governance Committee135,000125,0010013,389273,390
Stephen J. DannhauserIndependent · Audit Committee · Compensation Committee · Nominating and Corporate Governance Committee (Chair)115,000125,0010013,389253,390
Lisa MumfordIndependent · Audit Committee · Compensation Committee · Nominating and Corporate Governance Committee105,000125,0010016,657246,658
Laurence E. PennEmployee director000—00
09

Board fee structure and ownership guideline

Annual cash retainer$105,000
Annual equity retainer$125,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)20,000 / 10,000 / 10,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$525,000
Equity awards (grant-date value)$500,004
All other compensation$60,092
Total cost of the board$1,085,096

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 Financial Inc.2025JR Herlihy$249,375$500,005$0$0$1,152,224

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 Financial Inc. in fiscal 2025?
As disclosed, JR Herlihy (Chief Financial Officer) was the highest-paid executive at Ellington Financial Inc. in fiscal 2025, with total compensation of $1,152,224.
How did shareholders vote on Ellington Financial Inc.'s executive compensation?
As disclosed, 93.13% of shareholders supported Ellington Financial Inc.'s executive compensation in the latest say-on-pay vote.
How much does Ellington Financial Inc. spend in total on board compensation for fiscal 2025?
As disclosed, Ellington Financial Inc. reported total board compensation of $1,085,096 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 14A2026-04-090001628280-26-024281Section “Executive Compensation”. As printed: 1,152,224. Filing ↗machine: span 327940–327949
2Section 01, Christopher SmernoffDEF 14A2026-04-090001628280-26-024281Section “Executive Compensation”. As printed: 677,935. Filing ↗machine: r5 · c36 · span 335595–335602
3Section 03, JR Herlihy RSUDEF 14A2026-04-090001628280-26-024281Section “Grants of Plan-Based Awards for Fiscal 2025” · grants of plan-based awards table. Filing ↗machine: t15 · r2 · c7 · span 347710–347717
4Section 03, Christopher Smernoff RSUDEF 14A2026-04-090001628280-26-024281Section “Grants of Plan-Based Awards for Fiscal 2025” · grants of plan-based awards table. Filing ↗machine: t15 · r3 · c7 · span 349328–349335
5Section 08, Ronald I. Simon, Ph.DDEF 14A2026-04-090001628280-26-024281Section “Director Compensation”. As printed: 311,658. Filing ↗machine: span 248551–248683
6Section 08, Edward ResendezDEF 14A2026-04-090001628280-26-024281Section “Director Compensation”. As printed: 273,390. Filing ↗machine: span 250346–250652
7Section 08, Stephen J. DannhauserDEF 14A2026-04-090001628280-26-024281Section “Director Compensation”. As printed: 253,390. Filing ↗machine: span 254199–254505
8Section 08, Lisa MumfordDEF 14A2026-04-090001628280-26-024281Section “Director Compensation”. As printed: 246,658. Filing ↗machine: span 252283–252589
9Section 08, Laurence E. PennDEF 14A2026-04-090001628280-26-024281Section “Director Compensation”. As printed: 0. Filing ↗
10Section 02, Michael W. Vranos 2026-05-11Form 42026-05-130001628280-26-034682Insider equity transaction reported since the proxy statement. Filing ↗
11Section 02, Michael W. Vranos 2026-08-05Form 42026-08-060001628280-26-054542Insider equity transaction reported since the proxy statement. Filing ↗
12Section 02, Lisa Mumford 2026-09-09Form 42026-09-100001628280-26-061332Insider equity transaction reported since the proxy statement. Filing ↗
13Section 02, Edward Resendez 2026-09-09Form 42026-09-100001628280-26-061341Insider equity transaction reported since the proxy statement. Filing ↗
14Section 02, Ronald I. Simon 2026-09-09Form 42026-09-100001628280-26-061343Insider equity transaction reported since the proxy statement. Filing ↗
15Section 02, Stephen J. Dannhauser 2026-09-09Form 42026-09-100001628280-26-061337Insider equity transaction reported since the proxy statement. Filing ↗
16Section 06, 2026 voteForm 8-K2026-05-290001628280-26-039181Item 5.07 · say-on-pay result. As reported: 93.13% (votes for as printed: 54,695,130). Filing ↗
17Section 06, 2025 voteForm 8-K2025-05-290001411342-25-000058Item 5.07 · say-on-pay result. As reported: 87.47% (votes for as printed: 39,771,187). Filing ↗
18Section 06, 2024 voteForm 8-K2024-05-200001411342-24-000055Item 5.07 · say-on-pay result. As reported: 86.42% (votes for as printed: 36,317,488). Filing ↗
19Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
20Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
21Section 09b board cost (computed)Computed——Cash 525,000 + equity 500,004 + all other 60,092 = 1,085,096, summed across the director compensation table rows.machine: formula: Σ = 1,085,096
22Ellington Financial Inc. (subject), Section 10b CEO totalDEF 14A2026-04-090001628280-26-024281CEO total compensation as printed in Ellington Financial Inc.'s own proxy. As printed: 1,152,224. Filing ↗machine: span 327940–327949

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