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 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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Matt McGraner | $0 | $0 | $2,161,170 | $0 | $0 | $0 | $0 | $2,161,170 |
| Chief Investment Officer and Executive VP | ||||||||
| James Dondero | 0 | 0 | 2,161,170 | 0 | 0 | 0 | 0 | 2,161,170 |
| President | ||||||||
| Paul Richards | 0 | 0 | 885,261 | 0 | 0 | 0 | 0 | 885,261 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Matt McGraner | $2,161,170 | $2,253,975 | $1,938,541 | −92,805 |
| James Dondero | 2,161,170 | 2,253,975 | 2,015,664 | −92,805 |
| Paul Richards | 885,261 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| James Dondero | RSU | — | — | — | — | — | $2,161,170 |
| Paul Richards | RSU | — | — | — | — | — | 885,261 |
| Matt McGraner | RSU | — | — | — | — | — | 2,161,170 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| James Dondero | $2,161,170 | $0 | $0 | 0.0% |
| Paul Richards | 885,261 | 0 | 0 | 0.0% |
| Matt McGraner | 2,161,170 | 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 |
|---|---|---|---|---|
| James Dondero | RSU | 346,506 | — | $4,878,804 |
| Paul Richards | RSU | 108,701 | — | 1,530,510 |
| Matt McGraner | RSU | 343,960 | — | 4,842,957 |
The compensation paid by our Manager and its affiliates to each of our named executive officers is based upon a robust review process (which includes self-evaluation and peer-review) that takes into consideration the named executive officer's projected goals for the given year and the named executive officer's performance relative to those goals.
| 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 | 2026-06-02 | 12,888,429 | 175,011 | 51,077 | 98.66% | Passed |
| 2023 | — | 17,231,913 | — | — | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2023 | — | 100%a |
| 2026 | 2026-06-02 | 98.66%b |
a. Voting standard not stated in the filing.
b. 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.”.
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 |
|---|---|---|---|---|---|---|
| Scott KavanaughIndependent · Lead Independent Director · Audit · Compensation · Nominating/Governance (Chair) | $37,500 | $80,949 | $0 | $0 | $0 | $118,449 |
| Edward ConstantinoIndependent · Audit (Chair) · Compensation · Nominating/Governance | 35,000 | 80,949 | 0 | 0 | 0 | 115,949 |
| Dr. Arthur LafferIndependent · Audit · Compensation (Chair) · Nominating/Governance | 27,500 | 80,949 | 0 | 0 | 0 | 108,449 |
| Brian MittsNot independent | 20,000 | 80,949 | 0 | 0 | 0 | 100,949 |
| Catherine WoodIndependent · Audit · Compensation · Nominating/Governance | 20,000 | 80,949 | 0 | 0 | 0 | 100,949 |
| Dr. Carol SwainIndependent · Audit · Compensation · Nominating/Governance | 20,000 | 80,949 | 0 | 0 | 0 | 100,949 |
| James DonderoEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| 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 | $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.
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 | NexPoint Real Estate Finance, Inc. | 2025 | James 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.
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, Matt McGraner | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “Summary Compensation Table”. As printed: 2,161,170. Filing ↗machine: t12 · r3 · c4 · span 306483–306492 |
| 2 | Section 01, James Dondero | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “Summary Compensation Table”. As printed: 2,161,170. Filing ↗machine: t12 · r1 · c4 · span 302818–302827 |
| 3 | Section 01, Paul Richards | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “Summary Compensation Table”. As printed: 885,261. Filing ↗machine: t12 · r5 · c4 · span 310180–310187 |
| 4 | Section 03, James Dondero RSU | DEF 14A | — | 0001437749-26-012765 | Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t12 · r1 · c4 · span 302818–302827 |
| 5 | Section 03, Paul Richards RSU | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t12 · r5 · c4 · span 310180–310187 |
| 6 | Section 03, Matt McGraner RSU | DEF 14A | — | 0001437749-26-012765 | Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t12 · r3 · c4 · span 306483–306492 |
| 7 | Section 07, pay ratio | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 8 | Section 08, Scott Kavanaugh | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “Director Compensation”. As printed: 118,449. Filing ↗machine: t9 · r2 · c11 · span 217252–217259 |
| 9 | Section 08, Edward Constantino | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “Director Compensation”. As printed: 115,949. Filing ↗machine: t9 · r1 · c11 · span 215116–215123 |
| 10 | Section 08, Dr. Arthur Laffer | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “Director Compensation”. As printed: 108,449. Filing ↗machine: t9 · r3 · c11 · span 219390–219397 |
| 11 | Section 08, Brian Mitts | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “Director Compensation”. As printed: 100,949. Filing ↗machine: t9 · r6 · c11 · span 225793–225800 |
| 12 | Section 08, Catherine Wood | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “Director Compensation”. As printed: 100,949. Filing ↗machine: t9 · r5 · c11 · span 223661–223668 |
| 13 | Section 08, Dr. Carol Swain | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “Director Compensation”. As printed: 100,949. Filing ↗machine: t9 · r4 · c11 · span 221526–221533 |
| 14 | Section 08, James Dondero | DEF 14A | 2026-04-20 | 0001437749-26-012765 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 06, 2023 vote | Form 8-K | 2023-11-22 | 0001437749-23-009999 | Item 5.07 · say-on-pay result. As reported: 100%. Filing ↗ |
| 16 | Section 06, 2026 vote | Form 8-K | 2026-06-02 | 0001437749-26-019167 | Item 5.07 · say-on-pay result. As reported: 98.66% (votes for as printed: 12,888,429). Filing ↗ |
| 17 | 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) |
| 18 | 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 |
| 19 | Section 09b board cost (computed) | 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 |
| 20 | NexPoint Real Estate Finance, Inc. (subject), Section 10b CEO total | DEF 14A | 2026-04-20 | 0001437749-26-012765 | CEO 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 |