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 EFC 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 EFC 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 | $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.
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 ↗ |
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 |
|---|---|---|---|---|---|---|---|
| Christopher Smernoff | RSU | 2025-12-17 | — | — | 18,209 | — | $250,010 |
| JR Herlihy | RSU | 2025-12-17 | — | — | 36,417 | — | 500,001 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Christopher Smernoff | $250,010 | $0 | $0 | 0.0% |
| JR Herlihy | 500,001 | 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 Company's compensation program for the Compensated NEOs is designed to: retain and motivate our Compensated NEOs by providing fair compensation; encourage share ownership by providing a portion of compensation through OP LTIP Units; and align management incentives with the long-term interests of our stockholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | True |
| Anti-hedging | true |
| Anti-pledging | false |
| 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 · Audit (Chair) · Compensation · Nominating and Corporate Governance | $170,000 | $125,001 | $0 | $0 | $16,657 | $311,658 |
| Edward ResendezIndependent · Audit · Compensation (Chair) · Nominating and Corporate Governance · Compensation Committee (Chair) | 135,000 | 125,001 | 0 | 0 | 13,389 | 273,390 |
| Stephen J. DannhauserIndependent · Audit · Compensation · Nominating and Corporate Governance (Chair) · Nominating and Corporate Governance Committee (Chair) | 115,000 | 125,001 | 0 | 0 | 13,389 | 253,390 |
| Lisa MumfordIndependent · Audit · Compensation · Nominating and Corporate Governance | 105,000 | 125,001 | 0 | 0 | 16,657 | 246,658 |
| Laurence E. PennEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $80,000 |
|---|---|
| Annual equity retainer | $90,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 8,000 / 8,000 |
| 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 “Summary Compensation Table”. As printed: 1,152,224. Filing ↗machine: span 327940–327949 |
| 2 | Section 01, Christopher Smernoff | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Summary Compensation Table”. As printed: 677,935. Filing ↗machine: r5 · c36 · span 335595–335602 |
| 3 | 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 |
| 4 | 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 |
| 5 | Section 08, Ronald I. Simon, Ph.D | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Director Compensation”. As printed: 311,658. Filing ↗ |
| 6 | Section 08, Edward Resendez | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Director Compensation”. As printed: 273,390. Filing ↗machine: t12 · r3 · c11 · span 250632–250639 |
| 7 | Section 08, Stephen J. Dannhauser | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Director Compensation”. As printed: 253,390. Filing ↗machine: t12 · r5 · c11 · span 254485–254492 |
| 8 | Section 08, Lisa Mumford | DEF 14A | 2026-04-09 | 0001628280-26-024281 | Section “Director Compensation”. As printed: 246,658. Filing ↗machine: t12 · r4 · c11 · span 252569–252576 |
| 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 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 ↗ |
| 12 | 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 ↗ |
| 13 | 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 ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Section 03b vehicle mix (computed) | 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 |
| 16 | Section 09b board cost (computed) | 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 |
| 17 | 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 |