Non-controlling Interests

6 Months Ended

Jun. 30, 2022

Noncontrolling Interest [Abstract]

Non-controlling Interests

Non-controlling Interests

Operating Partnership

Non-controlling interests include the Convertible Non-controlling Interests in the Operating Partnership owned by an affiliate of our Manager, our directors, and certain current and former Ellington employees and their related parties in the form

of OP LTIP Units. Income allocated to Convertible Non-controlling Interests is based on the non-controlling interest owners' ownership percentage of the Operating Partnership during the period, calculated using a daily weighted average of all shares of common stock of the Company and Convertible Non-controlling Interests outstanding during the period. Holders of Convertible Non-controlling Interests are entitled to receive the same distributions that holders of shares of common stock of the Company receive. Convertible Non-controlling Interests are non-voting with respect to matters as to which holders of common stock of the Company are entitled to vote.

As of June 30, 2022, the Convertible Non-controlling Interests consisted of the outstanding 716,067 OP LTIP Units and 46,360 OP Units, and represented an interest of approximately 1.0% in the Operating Partnership. As of December 31, 2021, the Convertible Non-controlling Interests consisted of the outstanding 675,813 OP LTIP Units and 46,360 OP Units, and represented an interest of approximately 1.0% in the Operating Partnership. As of June 30, 2022 and December 31, 2021, non-controlling interests related to all outstanding Convertible Non-controlling Interests was $12.5 million and $13.4 million, respectively.

Joint Venture Interests

Non-controlling interests also include the interests of joint venture partners in various consolidated subsidiaries of the Company. These subsidiaries hold the Company's investments in certain commercial mortgage loans and REO. The joint venture partners participate in the income, expense, gains and losses of such subsidiaries as set forth in the related operating agreements of the subsidiaries. The joint venture partners make capital contributions to the subsidiaries as new approved investments are purchased by the subsidiaries, and are generally entitled to distributions when investments are sold or otherwise disposed of. As of June 30, 2022 and December 31, 2021, the joint venture partners' interests in subsidiaries of the Company were $13.7 million and $18.7 million, respectively.

The joint venture partners' interests are not convertible into shares of common stock of the Company or OP Units, nor are the joint venture partners entitled to receive distributions that holders of shares of common stock of the Company receive.

Share-based Payment Arrangement

Long-Term Incentive Plan UnitsOP LTIP Units subject to the Company's incentive plans are generally exercisable by the holder at any time after vesting. Each OP LTIP Unit is convertible into an OP Unit on a one-for-one basis. Subject to certain conditions, the OP Units are redeemable by the holder for an equivalent number of shares of common stock of the Company or for the cash value of such shares of common stock, at the Company's election. Costs associated with the OP LTIP Units issued under the Company's incentive plans are measured as of the grant date and expensed ratably over the vesting period. Total expense associated with OP LTIP Units issued under the Company's incentive plans for the three-month periods ended June 30, 2022 and 2021 was $0.4 million and $0.2 million, respectively. Total expense associated with OP LTIP Units issued under the Company's incentive plans for the six-month periods ended June 30, 2022 and 2021 was $0.7 million and $0.5 million, respectively.

On March 7, 2022, the Company's Board of Directors authorized the issuance of 40,254 OP LTIP Units to certain of Ellington's personnel dedicated to the Company pursuant to the Company's 2017 Equity Incentive Plan.

The below table details unvested OP LTIP Units as of June 30, 2022:

Grant Recipient	Number of OP LTIP Units Granted	Grant Date	Vesting Date(1)
Directors:
	16,264	September 14, 2021	September 13, 2022
Dedicated or partially dedicated personnel:
	14,598	December 17, 2020	December 17, 2022
	13,534	March 3, 2021	December 31, 2022
	19,701	December 16, 2021	December 16, 2022
	15,789	December 16, 2021	December 16, 2023
	40,254	March 7, 2022	December 31, 2023
Total unvested OP LTIP Units at June 30, 2022	120,140

(1)Date at which such OP LTIP Units will vest and become non-forfeitable.

The following tables summarize issuance and exercise activity of OP LTIP Units for the three-month periods ended June 30, 2022 and 2021:

	Three-Month Period Ended
	June 30, 2022			June 30, 2021
	Manager	Director/ Employee	Total	Manager	Director/ Employee	Total
OP LTIP Units Outstanding (3/31/2022 and 3/31/2021, respectively)	365,518	350,549	716,067	365,518	264,251	629,769
Granted	—	—	—	—	—	—
OP LTIP Units Outstanding (6/30/2022 and 6/30/2021, respectively)	365,518	350,549	716,067	365,518	264,251	629,769
OP LTIP Units Unvested and Outstanding (6/30/2022 and 6/30/2021, respectively)	—	120,140	120,140	—	92,781	92,781
OP LTIP Units Vested and Outstanding (6/30/2022 and 6/30/2021, respectively)	365,518	230,409	595,927	365,518	171,470	536,988

The following tables summarize issuance and exercise activity of OP LTIP Units for the six-month periods ended June 30, 2022 and 2021:

	Six-Month Period Ended
	June 30, 2022			June 30, 2021
	Manager	Director/ Employee	Total	Manager	Director/ Employee	Total
OP LTIP Units Outstanding (12/31/2021 and 12/31/2020, respectively)	365,518	310,295	675,813	365,518	247,020	612,538
Granted	—	40,254	40,254	—	17,231	17,231
OP LTIP Units Outstanding (6/30/2022 and 6/30/2021, respectively)	365,518	350,549	716,067	365,518	264,251	629,769
OP LTIP Units Unvested and Outstanding 6/30/2022 and 6/30/2021, respectively)	—	120,140	120,140	—	92,781	92,781
OP LTIP Units Vested and Outstanding (6/30/2022 and 6/30/2021, respectively)	365,518	230,409	595,927	365,518	171,470	536,988

There were an aggregate of 1,565,004 and 1,624,352 shares of common stock of the Company underlying awards, including OP LTIP Units, available for future issuance under the Company's 2017 Equity Incentive Plan as of June 30, 2022 and December 31, 2021, respectively.