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 ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| JR Herlihy | $249,375 | $342,221 | $500,005 | $0 | $0 | $0 | $60,623 | $1,152,224 |
| Chief Financial Officer | ||||||||
| Christopher Smernoff | 223,000 | 172,767 | 250,010 | 0 | 0 | 0 | 32,158 | 677,935 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| JR Herlihy | $1,152,224 | $1,064,889 | $1,052,520 | ↑ +87,335 |
| Christopher Smernoff | 677,935 | 682,960 | 623,872 | ↓ −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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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.
| Executive | Role | FY2025 total |
|---|---|---|
| Christopher Smernoff | Chief Accounting Officer | $677,935 |
| JR Herlihy | CFO | $1,152,224 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Edward Resendez | Independent Director | $273,390 |
| Laurence E. Penn | Director | — |
| Lisa Mumford | Independent Director | $246,658 |
| Ronald I. Simon, Ph.D | Independent Director | $311,658 |
| Stephen J. Dannhauser | Independent Director | $253,390 |
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 |
|---|---|---|---|---|---|---|---|---|
| Michael W. Vranos | Co-Chief Investment Officer | 2026-05-11 | A | 161,934 | $0 | $0 | Common, indirect | Form 4 ↗ |
| Michael W. Vranos | Co-Chief Investment Officer | 2026-08-05 | A | 6,794 | 0 | 0 | Common, indirect | Form 4 ↗ |
| Lisa Mumford | Director | 2026-09-09 | A | 10,181 | 0 | 0 | Common | Form 4 ↗ |
| Edward Resendez | Director | 2026-09-09 | A | 10,181 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Ronald I. Simon | Director | 2026-09-09 | A | 10,181 | 0 | 0 | Common, indirect | Form 4 ↗ |
| Stephen J. Dannhauser | Director | 2026-09-09 | A | 10,181 | 0 | 0 | Derivative, Class A 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.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| JR Herlihy | RSU | 2025-12-17 | — | — | 36,417 | — | $500,001 |
| Christopher Smernoff | RSU | 2025-12-17 | — | — | 18,209 | — | 250,010 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| JR Herlihy | $500,001 | $0 | $0 | 0.0% |
| Christopher Smernoff | 250,010 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| JR Herlihy | RSU | 50,428 | — | $684,812 |
| Christopher Smernoff | RSU | 22,581 | — | 306,650 |
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 policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-28 | 54,695,130 | 3,273,132 | 761,795 | 93.13% | Passed |
| 2025 | 2025-05-29 | 39,771,187 | 4,968,668 | 726,964 | 87.47% | Passed |
| 2024 | 2024-05-17 | 36,317,488 | 4,979,356 | 725,795 | 86.42% | Passed |
| 2023 | 2023-05-16 | 34,659,715 | 4,394,470 | 745,751 | 87.08% | Passed |
| 2022 | 2022-05-17 | 31,311,875 | 3,478,540 | 481,558 | 90% | Passed |
| 2021 | 2021-05-13 | 24,420,578 | 583,152 | 387,617 | 97.67% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-28 | 93.13%a |
| 2025 | 2025-05-29 | 87.47%b |
| 2024 | 2024-05-17 | 86.42%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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| 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 Committee | 135,000 | 125,001 | 0 | 0 | 13,389 | 273,390 |
| Stephen J. DannhauserIndependent · Audit Committee · Compensation Committee · Nominating and Corporate Governance Committee (Chair) | 115,000 | 125,001 | 0 | 0 | 13,389 | 253,390 |
| Lisa MumfordIndependent · Audit Committee · Compensation Committee · Nominating and Corporate Governance Committee | 105,000 | 125,001 | 0 | 0 | 16,657 | 246,658 |
| Laurence E. PennEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| 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 | — |
| Component | FY2025 |
|---|---|
| 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.
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 Financial Inc. | 2025 | JR 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.
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.
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 | 2026-04-09 | 0001628280-26-024281 | Section “Executive Compensation”. As printed: 1,152,224. Filing ↗machine: span 327940–327949 |
| 2 | Section 01, Christopher Smernoff | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Executive Compensation”. As printed: 677,935. Filing ↗machine: r5 · c36 · span 335595–335602 |
| 3 | Section 03, JR Herlihy RSU | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Grants of Plan-Based Awards for Fiscal 2025” · grants of plan-based awards table. Filing ↗machine: t15 · r2 · c7 · span 347710–347717 |
| 4 | Section 03, Christopher Smernoff RSU | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Grants of Plan-Based Awards for Fiscal 2025” · grants of plan-based awards table. Filing ↗machine: t15 · r3 · c7 · span 349328–349335 |
| 5 | Section 08, Ronald I. Simon, Ph.D | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Director Compensation”. As printed: 311,658. Filing ↗machine: span 248551–248683 |
| 6 | Section 08, Edward Resendez | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Director Compensation”. As printed: 273,390. Filing ↗machine: span 250346–250652 |
| 7 | Section 08, Stephen J. Dannhauser | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Director Compensation”. As printed: 253,390. Filing ↗machine: span 254199–254505 |
| 8 | Section 08, Lisa Mumford | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Director Compensation”. As printed: 246,658. Filing ↗machine: span 252283–252589 |
| 9 | Section 08, Laurence E. Penn | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 02, Michael W. Vranos 2026-05-11 | Form 4 | 2026-05-13 | 0001628280-26-034682 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 11 | Section 02, Michael W. Vranos 2026-08-05 | Form 4 | 2026-08-06 | 0001628280-26-054542 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 12 | Section 02, Lisa Mumford 2026-09-09 | Form 4 | 2026-09-10 | 0001628280-26-061332 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 13 | Section 02, Edward Resendez 2026-09-09 | Form 4 | 2026-09-10 | 0001628280-26-061341 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 14 | Section 02, Ronald I. Simon 2026-09-09 | Form 4 | 2026-09-10 | 0001628280-26-061343 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 02, Stephen J. Dannhauser 2026-09-09 | Form 4 | 2026-09-10 | 0001628280-26-061337 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 06, 2026 vote | Form 8-K | 2026-05-29 | 0001628280-26-039181 | Item 5.07 · say-on-pay result. As reported: 93.13% (votes for as printed: 54,695,130). Filing ↗ |
| 17 | Section 06, 2025 vote | Form 8-K | 2025-05-29 | 0001411342-25-000058 | Item 5.07 · say-on-pay result. As reported: 87.47% (votes for as printed: 39,771,187). Filing ↗ |
| 18 | Section 06, 2024 vote | Form 8-K | 2024-05-20 | 0001411342-24-000055 | Item 5.07 · say-on-pay result. As reported: 86.42% (votes for as printed: 36,317,488). Filing ↗ |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 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 |
| 21 | Section 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 |
| 22 | Ellington Financial Inc. (subject), Section 10b CEO total | DEF 14A | 2026-04-09 | 0001628280-26-024281 | CEO 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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