We are externally managed by our Manager. Each of our executive officers is supplied to us through our Manager. We rely completely on our Manager to provide us with investment advisory services. We do not provide cash compensation to any of our executive officers other than Mr. Levine who receives nominal compensation from our mortgage company subsidiary, Aurora Financial Group, Inc. for serving as its president. For 2017,2019, our named executive officers are were:
Mr. Lown, our President and Chief Executive Officer (our principal executive officer), ;
Mr. Levine,Hutchby, our Chief Financial Officer, Treasurer and Secretary (our principal financial and accounting officer) and ;*
Mr. Evans, our Chief Investment Officer. Officer; and
Martin J. Levine, our former Chief Financial Officer, Treasurer and Secretary.*
*
| On June 12, 2019, our Board accepted the retirement of Mr. Levine as Chief Financial Officer, Treasurer and Secretary of our company effective on that date and appointed Mr. Hutchby as the Chief Financial Officer, Treasurer and Secretary of our company effective on that date. |
We have no executive officers other than Messrs. Lown,
LevineHutchby and Evans.
Compensation Discussion and Analysis
Our Compensation Discussion and Analysis describes our compensation program, objectives and policies for the executive officers named in this Proxy Statement.
Executive Compensation Overview
We are externally managed by our Manager pursuant to a management agreement between our Manager and us. Our named executive officers and other key professionals are supplied to us through our Manager and its services agreement with Freedom Mortgage, which directly pays the cash compensation and benefits for all of our personnel, including our named executive officers. Our Manager does not have any compensation program. The levels of cash compensation for our named executive officers, all of which is fixed rather than variable, are determined solely by Freedom Mortgage based on factors of its choosing, although Mr. Lown, our President and Chief Executive Officer, discusses the levels of cash compensation with the president of Freedom Mortgage. Freedom Mortgage is a privately held mortgage company that is not engaged in the same business as our company. As a result, its approach to employee compensation is tailored to its business rather than that of our company. Our Compensation Committee does not determine the amount of cash compensation paid to our named executive officers. We reimburse our Manager for the cash compensation paid to our allocable shareChief Financial Officer. We believe that our Manager uses payments made by us under the management agreement in part to pay for the services it receives under the services agreement with Freedom Mortgage, including services rendered by our President and Chief Executive Officer and Chief Investment Officer. However, it is not required to do so, and information regarding the portion, if any, of the salary and other benefits paidmanagement fee so used is not available.
As an externally managed company, we utilize a hybrid approach to
Mr. Levine based on an agreed percentage originally based on the percentage of his working time and effort spent on matters related to our company. However, we do not determine the compensation
payable to Mr. Levine or any ofprogram for our
other named executive officers. Our
Compensation Committee has approved our allocable share of the salary and other benefits paid to Mr. Levine in 2017 and reimbursed to our Manager,
by us. Our Manager has anthrough its services agreement with Freedom Mortgage,
pursuantis obligated under the management agreement to
which it reimburses Freedom Mortgage for certain costs and expenses incurred by Freedom Mortgage in providing servicespay or cause to be paid all cash compensation of our named executive officers. Equity incentive compensation that is awarded to our
Manager.Summarynamed executive officers from time to time is our responsibility and is determined by our Compensation Table
TheCommittee, which consists solely of independent directors, in accordance with our 2013 Plan. As described in more detail in the following table sets forth information concerningsections, we believe that the terms of the management agreement and the utilization of our 2013 Plan effectively align the interests of our management with those of our stockholders.
At last year’s annual meeting, which was the first annual meeting of stockholders at which we conducted a non-binding say-on-pay advisory vote on the compensation of our named executive officers, for the pastsay-on-pay proposal passed.
At last year’s annual meeting, we also provided our stockholders with the opportunity to indicate whether we should hold an advisory vote on our named executive officers’ compensation every one, two, or three
fiscal years.
Name and Position | Year | Salary(1) | Stock Awards(2) | Total |
Jeffrey B. Lown II President and Chief Executive Officer (Principal Executive Officer)
| 2017 | | — | | $ | 137,250 | | $ | 137,250 | |
2016 | | — | | $ | 110,950 | | $ | 110,950 | |
2015 | | — | | $ | 110,599 | | $ | 110,599 | |
| | | | | | | | | | |
Martin J. Levine Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
| 2017 | $ | 365,000 | | $ | 91,500 | | $ | 456,500 | |
2016 | $ | 325,000 | | $ | 71,325 | | $ | 396,325 | |
2015 | $ | 300,000 | | $ | 67,150 | | $ | 367,150 | |
| | | | | | | | | | |
Julian B. Evans Chief Investment Officer
| 2017 | | — | | $ | 82,350 | | $ | 82,350 | |
2016 | | — | | $ | 59,438 | | $ | 59,438 | |
| 2015 | | — | | $ | 55,300 | | $ | 55,300 | |
Based on the preference expressed by our stockholders, as well as other factors, our board of directors decided to conduct an advisory vote on executive compensation annually.