Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-02

NexPoint Real Estate Finance, Inc. (NREF)

CEO James Dondero was paid $2,161,170 in fiscal year 2025, ↓ down 4.1% from fiscal year 2024 (SEC filing 0001437749-26-012765 ↗): 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.

$2,161,170
Matt McGraner total, FY2025
Chief Investment Officer and Executive VP — highest-paid officer; CEO James Dondero: $2,161,170
—
CEO (James Dondero) pay percentile vs peers
—
CEO-to-median pay ratio
98.66%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- James Dondero (President), FY2025 total compensation $2,161,170 (base salary $0) [exec_comp, SEC accession 0001437749-26-012765, filed 2026-04-20]

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NREF's next annual pay disclosure, estimated May 8, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Matt McGraner$0$0$2,161,170$0$0$0$0$2,161,170
Chief Investment Officer and Executive VP
James Dondero002,161,17000002,161,170
President
Paul Richards00885,2610000885,261
Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer

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
Matt McGraner$2,161,170$2,253,975$1,938,541↓ −92,805
James Dondero2,161,1702,253,9752,015,664↓ −92,805
Paul Richards885,261———

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

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$2,161,170 Matt McGraner total, FY2025

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Data as of June 2, 2026 · Source: 0001437749-26-012765 · Velarion Executive Compensation Database, deposited on Zenodo (doi:10.5281/zenodo.22283855).

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

Each company listed discloses NREF 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 NREF in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

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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
Paul RichardsCFO$885,261
James DonderoCEO$2,161,170
Matt McGranerExecutive$2,161,170
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
Catherine WoodIndependent Director$100,949
Dr. Arthur LafferIndependent Director$108,449
Dr. Carol SwainIndependent Director$100,949
Edward ConstantinoIndependent Director$115,949
Scott KavanaughLead Independent Director$118,449
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Paul RichardsRSU—————$885,261
James DonderoRSU—————2,161,170
Matt McGranerRSU—————2,161,170
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Paul Richards$885,261$0$00.0%
James Dondero2,161,170000.0%
Matt McGraner2,161,170000.0%

% 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
James DonderoRSU346,506—$4,878,804
Matt McGranerRSU343,960—4,842,957
Paul RichardsRSU108,701—1,530,510
05

Incentive-plan design — the Compensation Discussion & Analysis

The Company is externally managed, and named executive officers are employees of the Manager who do not receive cash compensation, pension benefits, or perquisites directly from the Company. The Manager determines executive compensation based on a robust review process considering projected goals, performance relative to those goals, and metrics such as assets under management growth, deal activity, and relative investment performance.

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

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-0212,888,429175,01151,07798.66%Passed
20232023-05-0917,231,913——100%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
20262026-06-0298.66%a
20232023-05-09100%b

a. Approved under the standard stated in the filing — “2 - Advisory Vote to Approve the Compensation of our Named Executive Officers Affirmative vote of a majority of the votes cast No Abstentions and broker non-votes are not considered votes cast and will have no effect No.”.

b. 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
Scott KavanaughIndependent · Lead Independent Director · Audit · Compensation · Nominating and Corporate Governance (Chair)$37,500$80,949———$118,449
Edward ConstantinoIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance35,00080,949———115,949
Dr. Arthur LafferIndependent · Audit · Compensation (Chair) · Nominating and Corporate Governance27,50080,949———108,449
Brian MittsNot independent20,00080,949———100,949
Dr. Carol SwainIndependent · Audit · Compensation · Nominating and Corporate Governance20,00080,949———100,949
Catherine WoodIndependent · Audit · Compensation · Nominating and Corporate Governance20,00080,949———100,949
James DonderoEmployee director · Board Chair—————0
09

Board fee structure and ownership guideline

Annual cash retainer$20,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 7,500 / 7,500
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$160,000
Equity awards (grant-date value)$485,694
All other compensation$0
Total cost of the board$645,694

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
1NexPoint Real Estate Finance, Inc.2025James Dondero$0$2,161,170$0$0$2,161,170

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 NexPoint Real Estate Finance, Inc. in fiscal 2025?
As disclosed, Matt McGraner (Chief Investment Officer and Executive VP) was the highest-paid executive at NexPoint Real Estate Finance, Inc. in fiscal 2025, with total compensation of $2,161,170.
How did shareholders vote on NexPoint Real Estate Finance, Inc.'s executive compensation?
As disclosed, 98.66% of shareholders supported NexPoint Real Estate Finance, Inc.'s executive compensation in the latest say-on-pay vote.
How much does NexPoint Real Estate Finance, Inc. spend in total on board compensation for fiscal 2025?
As disclosed, NexPoint Real Estate Finance, Inc. reported total board compensation of $645,694 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, Matt McGranerDEF 14A2026-04-200001437749-26-012765Section “Summary Compensation Table”. As printed: 2,161,170. Filing ↗machine: t12 · r3 · c4 · span 306483–306492
2Section 01, James DonderoDEF 14A2026-04-200001437749-26-012765Section “Summary Compensation Table”. As printed: 2,161,170. Filing ↗machine: t12 · r1 · c4 · span 302818–302827
3Section 01, Paul RichardsDEF 14A2026-04-200001437749-26-012765Section “Summary Compensation Table”. As printed: 885,261. Filing ↗machine: t12 · r5 · c4 · span 310180–310187
4Section 03, Paul Richards RSUDEF 14A2026-04-200001437749-26-012765Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t12 · r5 · c4 · span 310180–310187
5Section 03, James Dondero RSUDEF 14A—0001437749-26-012765Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t12 · r1 · c4 · span 302818–302827
6Section 03, Matt McGraner RSUDEF 14A—0001437749-26-012765Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t12 · r3 · c4 · span 306483–306492
7Section 07, pay ratioDEF 14A2026-04-200001437749-26-012765Section “CEO Pay Ratio”. As printed: —. Filing ↗
8Section 08, Scott KavanaughDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 118,449. Filing ↗machine: span 217252–217259
9Section 08, Edward ConstantinoDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 115,949. Filing ↗machine: span 215116–215123
10Section 08, Dr. Arthur LafferDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 108,449. Filing ↗machine: span 219390–219397
11Section 08, Brian MittsDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 100,949. Filing ↗machine: span 225793–225800
12Section 08, Dr. Carol SwainDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 100,949. Filing ↗machine: span 221526–221533
13Section 08, Catherine WoodDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 100,949. Filing ↗machine: span 223661–223668
14Section 08, James DonderoDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 0. Filing ↗
15Section 06, 2026 voteForm 8-K2026-06-020001437749-26-019167Item 5.07 · say-on-pay result. As reported: 98.66% (votes for as printed: 12,888,429). Filing ↗
16Section 06, 2023 voteForm 8-K2023-11-220001437749-23-009999Item 5.07 · say-on-pay result. As reported: 100%. Filing ↗
17Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
18Section 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
19Section 09b board cost (computed)Computed——Cash 160,000 + equity 485,694 + all other 0 = 645,694, summed across the director compensation table rows.machine: formula: Σ = 645,694
20NexPoint Real Estate Finance, Inc. (subject), Section 10b CEO totalDEF 14A2026-04-200001437749-26-012765CEO total compensation as printed in NexPoint Real Estate Finance, Inc.'s own proxy. As printed: 2,161,170. Filing ↗machine: t12 · r1 · c4 · span 302818–302827

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