Christopher Smernoff
About Christopher Smernoff
Christopher Smernoff, age 48, is Chief Financial Officer of Ellington Credit Company (EARN) and has served in this role since April 2018. He joined Ellington Management Group (EMG) in 2007, holds a B.S. in Accounting and Finance from Boston College, and is a member of the American Institute of Certified Public Accountants . He also serves as Chief Accounting Officer of Ellington Financial Inc. (EFC) since April 2018 . EARN’s NEOs are employed by EMG; EARN does not have direct cash compensation agreements with NEOs, and NEOs are not required to devote a specific percentage of time to EARN .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ellington Credit Company (EARN) | Chief Financial Officer | Apr 2018–present | Responsible for all finance and accounting operations |
| Ellington Credit Company (EARN) | Controller | Apr 2013–Apr 2018 | Built reporting and control environment |
| Ellington Financial Inc. (EFC) | Chief Accounting Officer | Apr 2018–present | Oversight of public-company accounting and reporting |
| Ellington Financial Inc. (EFC) | Controller | Feb 2010–Apr 2018 | Led accounting through growth phase |
| EMG (Private entities) | Assistant Controller | Jan 2007–Feb 2010 | Private fund accounting/controls |
| PricewaterhouseCoopers LLP | Manager, Assurance | Pre–Jan 2007 | Audit services for investment management clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ellington Financial Inc. (NYSE: EFC) | Chief Accounting Officer | Apr 2018–present | Dual role alongside EARN CFO |
Fixed Compensation
| Item | FY 2024 | FY 2025 Stub (through Mar 31, 2025) |
|---|---|---|
| Direct cash comp from EARN | Not applicable (executives are EMG employees; no direct cash comp from EARN) | Not applicable |
| Administrator reimbursement for CFO/COO and related expenses (Fund-level estimate) | ≈$1.6 million (would have been reimbursed had Administration Agreement been in place) | No allocable compensation expenses accrued as of Mar 31, 2025 |
Notes:
- CFO compensation is paid by EARN’s Administrator and reimbursed based on allocable time; EARN does not pay or provide benefits directly to NEOs .
- The Administration Agreement took effect on April 1, 2025; reimbursements are based on allocable portion of Administrator’s costs (including CFO/COO compensation) .
Performance Compensation
| Component | Structure | Status |
|---|---|---|
| Equity awards to officers/trustees | Restricted common share grants were permitted under legacy plans pre-Conversion | Going forward, in accordance with the 1940 Act, EARN will not grant restricted common share awards to any trustee, officer, or other employee; 2023 Equity Incentive Plan terminated prior to Conversion |
Equity Ownership & Alignment
| Metric | Dec 9, 2024 | Apr 10, 2025 |
|---|---|---|
| Beneficial ownership (# shares) | 20,537 | 27,214 |
| % of shares outstanding | 0.07% (calculated from 20,537/28,800,345) | 0.07% (calculated from 27,214/37,559,195) |
| Ownership form | Direct/indirect common shares | Direct/indirect common shares |
| Shares pledged as collateral | Not disclosed | Not disclosed |
Unvested/Vesting Schedule (Restricted Common Shares):
| Vest Date | Shares |
|---|---|
| Dec 14, 2024 | 2,217 |
| Dec 15, 2024 | 1,994 |
| Dec 14, 2025 | 2,216 |
| Dec 12, 2025 | 5,663 |
| Dec 14, 2025 | 2,216 |
| Dec 12, 2026 | 2,332 |
Stock ownership guidelines and hedging/pledging policies for executives are not disclosed in the proxy; however, corporate governance materials (including Insider Trading Policy) are available on EARN’s website .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date (CFO) | April 2018 |
| Contract term with EARN | None; executives are EMG employees; no direct cash comp agreements with NEOs |
| Auto-renewal clauses | Not applicable to NEOs; applies to advisory/administration contracts at fund level |
| Severance/Change-of-control (NEOs) | Not disclosed; EARN does not have cash comp agreements with NEOs |
| Time commitment | NEOs are not required to devote a specific percentage of time to EARN |
| Clawbacks / Tax gross-ups | Not disclosed for NEOs |
| Advisory/administration economics (context) | Base management fee 1.50% of NAV; quarterly performance fee with 8% per annum hurdle and 100% catch-up, 17.5% thereafter; performance fee waiver through Jan 2025; advisory agreement has no termination fee (unlike legacy management agreement) |
Performance & Track Record
- Major achievements noted by the Board include managing EARN’s Strategic Transformation (REIT to CLO-focused fund, revocation of REIT election, transition to registered closed-end fund) with positive economic results on new CLO investments and maintaining compliance/exemptions pre-Conversion .
- Board and committees met frequently in 2024; audit and governance frameworks are established and active .
Board Governance (context)
- Smernoff is not a trustee; trustees and committee compositions are disclosed separately. Independent trustees oversee Audit and Nominating & Corporate Governance committees; Compensation Committee was dissolved prior to Conversion .
Compensation Structure Analysis
- Increase in guaranteed compensation vs at-risk pay: Not disclosed for the CFO specifically; fund-level performance fee pertains to adviser, not NEOs .
- Shift from options to RSUs: Officers’ future restricted share grants are prohibited under the 1940 Act; legacy equity plan terminated pre-Conversion .
- Discretionary bonuses, repricing/modification of awards: Not disclosed for NEOs.
Risk Indicators & Red Flags
- Dual roles and time allocation: NEOs (including CFO) are not required to devote a specific percentage of time to EARN; CFO also serves as CAO of EFC, which may create execution bandwidth considerations .
- Insider selling pressure: Multiple vesting dates across 2025–2026 could create potential trading windows; monitor Form 4 filings around vest dates .
- Related party structure: CFO is an officer of EARN’s Adviser and Administrator; fees accrue to affiliated entities under common ownership, with governance protections under the 1940 Act .
Investment Implications
- Alignment: CFO holds a modest equity position (~0.07% of common shares), with scheduled vesting through 2026; watch for potential liquidity events around vest dates .
- Retention/execution risk: As an EMG employee with dual responsibilities, the absence of direct EARN employment agreements and no fixed time commitment can create bandwidth risk; however, the Administration Agreement formalizes reimbursement and role support .
- Trading signals: Monitor insider Forms 4 near December 2025 and December 2026 vesting dates for potential selling pressure and any changes in beneficial ownership; review quarterly performance fee accruals for adviser-level incentives even though they don’t directly govern CFO cash comp .