JR Herlihy
About JR Herlihy
JR Herlihy is Chief Operating Officer (since April 2018) and Treasurer (since May 2017) of EARN; he is age 43 and a Managing Director at Ellington Management Group (EMG). He also serves as Chief Financial Officer of Ellington Financial Inc. (EFC) since April 2018 and previously held senior roles at Ellington Housing Inc. (EHR); he earned a B.A. in Economics and History from Dartmouth College, summa cum laude and Phi Beta Kappa . EARN’s compensation program for partially dedicated executives is discretionary without formulaic performance metrics; bonus and equity awards reflect committee judgment based on role, contribution, and company/EMG performance rather than fixed TSR/revenue/EBITDA targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ellington Management Group (EMG) | Managing Director; various capacities | Apr 2011–present | Senior leadership at EMG supporting investment management and operations across platforms . |
| Ellington Housing Inc. (EHR) | Co-Chief Investment Officer | Sep 2012–Dec 2016 | Led REIT focused on single- and multi-family residential assets; portfolio management and strategy . |
| Ellington Housing Inc. (EHR) | Interim Chief Financial Officer | Mar 2015–Jan 2016 | Oversaw finance function during transition period . |
| GTIS Partners LP | Real estate private equity professional | Prior to 2011 | Real estate investing experience; precursor to EMG roles . |
| Capmark Financial Group (formerly GMAC Commercial Mortgage) | Various positions | Prior to 2011 | Mortgage finance and real estate operations exposure . |
| Jones Lang LaSalle | Various positions | Prior to 2011 | Real estate services experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ellington Financial Inc. (EFC) | Chief Financial Officer; Treasurer | CFO since Apr 2018; Treasurer since May 2017 | Oversees finance for NYSE-listed credit platform; cross-functional alignment with EMG . |
| EMG | Managing Director | Apr 2011–present | Supports EMG’s investment and risk oversight; personnel provisioning to EARN via services agreement . |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary (portion reimbursed by EARN to Manager) | $49,500 | $49,271 | $51,000 |
| Bonus (portion reimbursed by EARN to Manager) | $58,500 | $64,350 | $90,405 |
| Stock Awards (grant-date fair value) | $81,010 | $58,235 | $63,754 |
| All Other Compensation (dividends on unvested RSUs) | $11,050 | $11,344 | $11,525 |
| Total | $200,060 | $183,200 | $216,684 |
- EMG employment base salary (informational): $300,000 annual base salary in 2023 (EMG employment terms; EARN reimburses allocable portion) .
Performance Compensation
Incentive Cash Bonus & Deferral
| Year | Bonus Amount (EMG-paid) | Deferred % | Deferred Amount | Deferral Until | Notes |
|---|---|---|---|---|---|
| 2022 | N/A in EMG aggregate; EARN deferred portion disclosed | ~28% | $22,575 | Dec 31, 2023 | Discretionary bonus paid by EMG; EARN reimburses allocable share . |
| 2023 | $106,250 | ~36% | $38,420 | Dec 31, 2024 | Committee approved reimbursement of EMG bonus; deferred portion subject to forfeiture prior to deferral date . |
- Dividends on RSUs paid while unvested: $11,525 received in 2023 .
Restricted Common Share Awards (RSUs)
| Grant Date | Shares Granted | Grant-Date Fair Value | Vesting Schedule | Dividend Rights |
|---|---|---|---|---|
| Dec 15, 2022 | 8,122 | Included in $58,235 2022 stock awards | 50% vests Dec 15, 2023; 50% vests Dec 15, 2024 (continuous employment) | Eligible; cash dividends paid at same rate as common . |
| Dec 14, 2023 | 10,040 | Included in $63,754 2023 stock awards | 50% vests Dec 14, 2024; 50% vests Dec 14, 2025 (continuous employment) | Eligible; $11,525 dividends in 2023 . |
Outstanding Equity Awards at Fiscal Year-End (Unvested)
| As of | Unvested Shares | Market Value | Key Vesting Dates (counts) |
|---|---|---|---|
| Dec 31, 2021 | 10,702 | $111,194 | Dec 16, 2022 (3,884); Dec 17, 2022 (2,935); Dec 16, 2023 (3,883) |
| Dec 31, 2022 | 12,005 | $82,354 | Dec 15, 2023 (4,061); Dec 16, 2023 (3,883); Dec 15, 2024 (4,061) |
| Dec 31, 2023 | 14,101 | $86,439 | Dec 14, 2024 (5,020); Dec 15, 2024 (4,061); Dec 14, 2025 (5,020) |
Equity Ownership & Alignment
Beneficial Ownership Over Time
| Reference Date | Beneficial Shares | % of Outstanding | Shares Outstanding | Notes |
|---|---|---|---|---|
| Mar 1, 2022 | 22,019 | * (<1%) | 13,109,926 | Includes unvested RSUs scheduled 2022–2023 . |
| Mar 1, 2023 | 28,041 | * (<1%) | 13,781,492 | Includes unvested RSUs scheduled 2023–2024 . |
| May 31, 2024 | 35,593 | * (<1%) | 20,474,793 | Includes 2024–2025 vesting tranches . |
| Dec 9, 2024 | 35,593 | * (<1%) | 28,800,345 | Includes 2024–2025 vesting tranches . |
| Apr 10, 2025 | 57,094 | * (<1%) | 37,559,195 | Includes Dec 2025 and Dec 2026 vesting tranches . |
- Dollar range of equity securities beneficially owned (as of Apr 10, 2025): $100,001–$500,000 .
Upcoming Vesting Schedule (as disclosed)
| Vest Date | Shares |
|---|---|
| Dec 12, 2025 | 11,687 |
| Dec 14, 2025 | 5,020 |
| Dec 12, 2026 | 12,659 |
Alignment Policies
- Hedging/short sales prohibited for trustees, officers, and EMG personnel; no derivative transactions to offset declines in EARN securities are permitted .
- Equity plan consists of restricted common shares; no stock option program outstanding under the plan (N/A exercise price) .
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment Agreements | No employment agreements with EARN for executive officers; executives are employed by EMG and made available to EARN . |
| Compensation Structure | Base salary and discretionary bonus paid by EMG; EARN reimburses allocable portions for CFO and COO based on time spent; EARN may grant incentive equity . |
| Termination (other than cause or voluntary resignation) | Deferred portion of cash bonus and outstanding unvested restricted common shares continue to vest per EMG employment contract . |
| Change of Control | Restricted common shares immediately vest under award agreements . |
| Administration Agreement Context | As of Mar 31, 2025, no allocable compensation accrued under new Administration Agreement; estimate ~$1.6 million FY 2024 expenses including CFO/COO compensation would have been paid to Administrator if agreement were in place . |
| Dividend Rights | RSU holders receive cash dividends at same rate and time as common shareholders (e.g., $11,525 to Herlihy in 2023) . |
Investment Implications
- Pay-for-performance linkage is discretionary rather than metric-driven; committee weighs role, contribution, and company/EMG performance with no explicit TSR/financial targets, limiting clear alpha-aligned incentives .
- Upcoming vesting tranches in Dec 2025 and Dec 2026 (aggregate 29,366 shares) can create calendar-driven selling pressure depending on liquidity and personal diversification, though hedging is prohibited and dividends accrue pre-vesting, encouraging holding through vest dates .
- Alignment via meaningful restricted stock exposure and continued vesting on termination (other than cause) reduces abrupt retention risk and provides downside protection on job transition, while immediate vesting on change-of-control creates incremental value capture in strategic events .
- Absence of options and presence of RSUs indicate lower risk tolerance in equity mix; no pledging policy is not specifically disclosed, but hedging and short sales are prohibited, which curbs misalignment via derivatives .