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

NexPoint Real Estate Finance, Inc. (NREF)

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.

$2,161,170
Matt McGraner total, FY2025
Chief Investment Officer and Executive VPhighest-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
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.

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 FY20242025
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.

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
James DonderoRSU$2,161,170
Paul RichardsRSU885,261
Matt McGranerRSU2,161,170
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
James Dondero$2,161,170$0$00.0%
Paul Richards885,261000.0%
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
Paul RichardsRSU108,7011,530,510
Matt McGranerRSU343,9604,842,957
05

Incentive-plan design — the Compensation Discussion & Analysis

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 policytrue
Anti-hedgingTrue
Anti-pledgingFalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-0212,888,429175,01151,07798.66%Passed
202317,231,913100%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
2023100%a
20262026-06-0298.66%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.

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/Governance (Chair)$37,500$80,949$0$0$0$118,449
Edward ConstantinoIndependent · Audit (Chair) · Compensation · Nominating/Governance35,00080,949000115,949
Dr. Arthur LafferIndependent · Audit · Compensation (Chair) · Nominating/Governance27,50080,949000108,449
Brian MittsNot independent20,00080,949000100,949
Catherine WoodIndependent · Audit · Compensation · Nominating/Governance20,00080,949000100,949
Dr. Carol SwainIndependent · Audit · Compensation · Nominating/Governance20,00080,949000100,949
James DonderoEmployee director · Board Chair00000
09

Board fee structure and ownership guideline

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
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.

FAQ

Frequently asked questions

Who was the highest-paid executive at NexPoint Real Estate Finance, Inc. in fiscal 2025?
Matt McGraner, serving as 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 does NexPoint Real Estate Finance, Inc.'s chief executive pay compare to its disclosed peer group?
The company reported that the CEO pay percentile of disclosed peers was not disclosed in this extract.
What is NexPoint Real Estate Finance, Inc.'s CEO-to-median employee pay ratio?
The CEO-to-median employee pay ratio was not disclosed in this extract.
How did shareholders vote on NexPoint Real Estate Finance, Inc.'s executive compensation?
Shareholders supported the executive compensation plan with 98.66% approval in the latest vote.
How much does NexPoint Real Estate Finance, Inc. spend in total on board compensation for fiscal 2025?
The company reported total board compensation for fiscal 2025 was $645,694.

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, James Dondero RSUDEF 14A0001437749-26-012765Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t12 · r1 · c4 · span 302818–302827
5Section 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
6Section 03, Matt McGraner RSUDEF 14A0001437749-26-012765Section “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: t9 · r2 · c11 · span 217252–217259
9Section 08, Edward ConstantinoDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 115,949. Filing ↗machine: t9 · r1 · c11 · span 215116–215123
10Section 08, Dr. Arthur LafferDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 108,449. Filing ↗machine: t9 · r3 · c11 · span 219390–219397
11Section 08, Brian MittsDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 100,949. Filing ↗machine: t9 · r6 · c11 · span 225793–225800
12Section 08, Catherine WoodDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 100,949. Filing ↗machine: t9 · r5 · c11 · span 223661–223668
13Section 08, Dr. Carol SwainDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 100,949. Filing ↗machine: t9 · r4 · c11 · span 221526–221533
14Section 08, James DonderoDEF 14A2026-04-200001437749-26-012765Section “Director Compensation”. As printed: 0. Filing ↗
15Section 06, 2023 voteForm 8-K2023-11-220001437749-23-009999Item 5.07 · say-on-pay result. As reported: 100%. Filing ↗
16Section 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 ↗
17Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
18Section 03b vehicle mix (computed)ComputedcomputedRSU / 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)ComputedcomputedCash 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