Ellington Financial (EFC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 29, 2025, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Stockholders of record as of March 31, 2025, are eligible to vote; multiple voting methods are available, including online, phone, and mail.

• The company is externally managed by Ellington Financial Management LLC, an affiliate of Ellington Management Group.

Voting matters and shareholder proposals

• Proposals include electing five directors, an advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor for 2025.

• Directors are elected by plurality; say-on-pay and auditor ratification require a majority of shares present or represented.

• No cumulative voting or dissenter's rights apply.

• Stockholder proposals for the 2026 meeting must be received by December 19, 2025.

Board of directors and corporate governance

• Board consists of five directors, four of whom are independent per NYSE standards.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all comprised solely of independent directors.

• Directors are expected to attend all meetings; in 2024, all attended at least 75% of meetings.

• Board leadership roles of CEO and Chairman are currently separated.

• Code of Business Conduct and Ethics and a Clawback Policy are in place.