Stephen Dannhauser
About Stephen J. Dannhauser
Stephen J. Dannhauser, age 74, is an independent director of Ellington Financial Inc. (EFC) and serves as Chair of the Nominating and Corporate Governance Committee; he has served on EFC’s board since January 2021. He spent his career at Weil, Gotshal & Manges LLP, serving as Executive Partner (1989) and Chairman (2001–2012), with a consulting role through 2015; he holds a B.A. from SUNY Stony Brook (1972) and a J.D. from Brooklyn Law School (1975), where he was a member and decisions editor of the Brooklyn Law Review. EFC’s board has determined he is independent under NYSE and company guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weil, Gotshal & Manges LLP | Executive Partner; Chairman | Executive Partner 1989; Chairman 2001–2012; Consultant through 2015 | Oversaw firm operations; led strategy expanding firm to 20 offices across three continents |
| Hydra Industries Acquisition Corp. | Director | Oct 2014–Dec 2016 | SPAC directorship; capital markets and governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various not-for-profit boards, committees, and councils | Board/Committee Member; Philanthropic leader | Ongoing | Significant pro bono and philanthropic activity |
Board Governance
- Independence: Board determined four of five directors are independent, including Dannhauser.
- Committee assignments:
- Audit Committee: Member
- Compensation Committee: Member
- Nominating & Corporate Governance Committee: Chair
- Attendance and engagement:
- 2024: Board met 13 times; each current director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- 2023: Board met 30 times; each current director attended at least 95% of meetings; all directors attended the 2023 Annual Meeting.
- Executive sessions: Independent directors met quarterly; four times in 2024.
- Related-party oversight: As Chair of Nominating & Corporate Governance, he leads director assessments and approves related-party transactions; committee also reviews, updates pre‑approval guidelines.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 10 |
| Compensation | Member | 9 |
| Nominating & Corporate Governance | Chair | 5 |
Fixed Compensation
- Director fee structure (2024): Independent directors received $105,000 annual cash retainer; Committee chair fees: Audit $20,000, Compensation $8,000, Nominating & Corporate Governance $8,000; additional $20,000 retainer for service on Longbridge’s board.
- Dannhauser’s role-based cash fees imply base + Nominating Chair = $113,000 (no indication of Longbridge board service).
| Component (2024) | Amount ($) |
|---|---|
| Independent Director Annual Cash Retainer | 105,000 |
| Audit Committee Chair Fee | 20,000 |
| Compensation Committee Chair Fee | 8,000 |
| Nominating & Corporate Governance Chair Fee | 8,000 |
| Longbridge Board Service Retainer | 20,000 |
| Stephen J. Dannhauser – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 103,000 | 113,000 |
| Equity Compensation Awards – Grant Date FV ($) | 100,000 | 110,003 |
| Dividends on Unvested OP LTIP Units ($) | 8,369 | 12,133 |
| Total ($) | 211,369 | 235,136 |
Performance Compensation
- Equity form: OP LTIP Units under the 2017 Equity Incentive Plan (profits interests in Operating Partnership), time-based vesting; not performance-metric based.
- Dividends: Directors receive dividends on unvested OP LTIP Units; Dannhauser received $12,133 in 2024.
- Vesting schedules:
- 2024 grant: 8,378 OP LTIP Units awarded Sept 11, 2024; vest in full on Sept 10, 2025 subject to continued service.
- 2023 grant: 7,657 OP LTIP Units awarded Dec 14, 2023; vest in full Sept 13, 2024 subject to continued service.
| Equity Award Metrics | 2023 Grant | 2024 Grant |
|---|---|---|
| Grant Date | Dec 14, 2023 | Sept 11, 2024 |
| Units Granted (#) | 7,657 | 8,378 |
| Grant Date Fair Value ($) | 100,000 | 110,003 |
| Vesting | Vests Sept 13, 2024 | Vests Sept 10, 2025 |
| Dividends on Unvested Units ($) | 8,369 (2023 total) | 12,133 (2024 total) |
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| Hydra Industries Acquisition Corp. | Director | Oct 2014–Dec 2016 | SPAC; no disclosed interlocks involving EFC competitors/suppliers/customers. |
- Compensation Committee interlocks: None of the committee members (including Dannhauser) have officer/employee ties to EFC or affiliates, and no relationships requiring Item 404 disclosure; Ms. Mumford is a former CFO, disclosed as exception.
Expertise & Qualifications
- Leadership and legal expertise: Decades of senior leadership at Weil; operational oversight and business strategy execution.
- Governance: Chairs the Nominating & Corporate Governance Committee; experience evaluating board composition and related-party oversight.
- Capital markets: SPAC board experience (Hydra Industries Acquisition Corp.) supports transactional and market acumen.
- Education: BA (SUNY Stony Brook, with honors), JD (Brooklyn Law School, with honors; law review decisions editor).
Equity Ownership
- Anti-hedging/short sale policy: Directors and officers prohibited from short sales and derivative hedging of company securities; supports alignment.
- Beneficial ownership: Less than 1% of outstanding shares.
| As-of Date | Security | Amount | Ownership % |
|---|---|---|---|
| Mar 1, 2024 | OP LTIP Units | 10,265 | <1%* |
| Apr 10, 2025 | OP LTIP Units | 26,300 | <1%* |
*Denotes beneficial ownership of less than 1% of Common Shares; OP LTIP Units are profits interests convertible into OP Units; OP Units redeemable into Common Shares or cash, at EFC’s election.
Governance Assessment
- Strengths:
- Independence confirmed; holds key chair role overseeing nominations, governance practices, and related-party approvals.
- Active committee participation across Audit and Compensation; reflects board effectiveness and broad oversight.
- Attendance strong at board/committee level; consistent participation in executive sessions; annual meeting attendance disclosed.
- Transparent compensation structure with modest equity retainer via OP LTIP Units; time-based vesting ties to continued service rather than guaranteed cash.
- Shareholder-aligned policies: clawback (effective Nov 2, 2023), anti-hedging/short sales restrictions; annual say‑on‑pay support of ~86% (2024) and ~87% (2023) signal investor confidence.
- Potential risks/monitoring points:
- External management model (EMG/Manager) with potential related‑party transactions; mitigated by committee oversight (including Dannhauser’s committee) and pre‑approval protocols.
- No specific performance conditions tied to director equity grants; awards are time-vested (common across REIT directors).
- Red flags observed: None specific to Dannhauser—no Item 404 related-party disclosures, no 16(a) filing delinquencies reported for him (late filings noted for other directors in 2023).