The Board of Directors (the “Board”) of Cherry Hill Mortgage Investment Corporation, a Maryland corporation (“we,” “our,” “us” or “our company”), has made these materials available to you in connection with its solicitation of proxies for its Annual Meeting of Stockholders to be held on June 13, 2024, at 8:00 a.m., Eastern Time, and any adjournment or postponement thereof. The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) will be held over the web in a virtual meeting format only. You will not be able to attend the Annual Meeting in person. To access the Annual Meeting online, go to meetnow.global/MKDMG4S. The approximate date on which this Proxy Statement, the proxy card and other accompany materials are first being sent to stockholders is May 8, 2024.

The current members of ourthe Audit Committee are Mr. Mercer (Chairman)(chairperson), Mr. Murin and Ms. Lowrie.Cook. Each of these members has been determined to be “independent” within the meaning of the applicable standards of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, each of these members meets the financial literacy requirements for audit committee membership under

The members of ourthe Nominating and Corporate Governance Committee are Mr. Murin (Chairman)(chairperson), Mr. Mercer and Ms. Lowrie.Cook. By virtue of his position of chairmanchairperson of the Nominating and Corporate Governance Committee, Mr. Murin also serves as the lead independent director. OurThe Board has determined that each member of ourthe Nominating and Corporate Governance Committee is “independent” within the meaning of the applicable standards of the NYSE.

OurThe Nominating and Corporate Governance Committee held four meetings in 2021.2023. The primary purpose of ourthe Nominating and Corporate Governance Committee is to assist ourthe Board by: (i) identifying individuals qualified to become members of ourthe Board, consistent with any guidelines and criteria approved by ourthe Board; (ii) considering and recommending director nominees for ourthe Board to select in connection with each annual meeting of stockholders; (iii) considering and recommending nominees for election to fill any vacancies on ourthe Board and to address related matters; (iv) developing and recommending to ourthe Board corporate governance guidelines applicable to us; (v) overseeing an annual evaluation of ourthe Board’s and management’s performance; and (vi) providing counsel to ourthe Board with respect to the organization, function and composition of ourthe Board and its committees. Ourcommittees; and (vii) overseeing corporate actions and disclosure, as is determined to be necessary and advisable, relating to material environmental, social and governance matters that may impact long-term performance and risk management strategies in anticipation of changing investor demands and regulatory requirements. The Nominating and Corporate Governance Committee is also in charge of reviewing and, where appropriate, approving transactions between us and Freedom Mortgage or its affiliates.

OurThe Board has not established a fixed policy regarding the separation of the roles of Chief Executive Officer and Chairman of ourthe Board. As of the date of this Proxy Statement, ourthe Board has not named a director to act as Chairman of ourthe Board.

Risk management begins with the Board, through review and oversight of the Company’s risk management framework, and continues with executive management, through ongoing formulation of risk management practices and related execution. Management has implemented various risk management procedures regarding portfolio management, counterparty exposure and financial position that involve close consultation with individuals responsible for those areas. OurThe Board exercises its oversight of risk primarily through the Audit Committee with support from the other committees of the Board. The Board uses its standing committees to monitor and address areas of risk within the scope of each

We believe that our leadership structure promotes effective Board oversight of interest. Our Board also receives updates directly from management.risk management as the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are each comprised solely of independent directors. Each of the committees actively monitors our policies and practices with respect to risk assessment and risk management, and the independent directors are provided with the information necessary to evaluate significant risks and strategies for addressing these risks. In this regard, Mr. Lown, due to his service as a director of our company and as our President and Chief Executive Officer, and President, plays a particularly important role by communicating with our independent directors and keeping them updated on the important aspects of our operations. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through committee reports about such risks as well as through regular reports directly from our executive officers responsible for management of particular risks to the Company.

Although ourthe Board retains ultimate responsibility for nominating individuals for election as directors, ourthe Nominating and Corporate Governance Committee conducts the initial screening and evaluation process. As provided in our Corporate Governance Guidelines, director nominees, including those directors eligible to stand for re-election, are selected based on, among other things, the following factors:

In conducting the screening and evaluation of potential director nominees, ourthe Nominating and Corporate Governance Committee considers candidates recommended by directors and our management, as well as recommendations from our stockholders. Subject to the discretion of ourthe Nominating and Corporate Governance Committee, we anticipate that any director candidates submitted to us by our stockholders will be evaluated by ourthe Nominating and Corporate Governance Committee on the same basis as any other director candidate.

OurThe Nominating and Corporate Governance Committee evaluates each individual in the context of ourthe Board as a whole, with the objective of recommending a group of directors that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment, using its diversity of experience. In determining whether to recommend a director for re-election, the Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of ourthe Board.

We do not have a formal policy about diversity of Board membership, but ourthe Nominating and Corporate Governance Committee will consider a broad range of factors when nominating individuals for election as directors, including differences of viewpoint, professional experience, education, skill, other personal qualities and attributes, race, gender and national origin. OurThe Nominating and Corporate Governance Committee neither includes nor excludes any candidate from consideration solely based on the candidate’s diversity traits.

OurThe Nominating and Corporate Governance Committee will consider appropriate nominees for directors whose names are submitted in writing by a stockholder. See “Other Information—Stockholder Proposals and Director Nominations for the 20232024 Annual Meeting of Stockholders.”Stockholders”.

OurThe Compensation Committee consists of Ms. Lowrie (Chairman)Cook (chairperson), Mr. Mercer and Mr. Murin. None of the members of ourthe Compensation Committee are or have been an employee or officer of our company, our Manager or Freedom Mortgage, and none of such members has any relationship requiring disclosure by our company under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers currently serves, or during the past fiscal year has served, as a member of the board of directors or compensation committee of another entity that has one or more executive officers serving on ourthe Board or Compensation Committee.

Stockholders and other interested parties who wish to communicate with our lead independent director, the Board or our Boardany of its committees may do so by writing to the Secretary of Cherry Hill Mortgage Investment Corporation, 1451 Route 34, Suite 303, Farmingdale, New Jersey 07727. The independent directors have directed our Secretary to

Our BoardESG initiatives are overseen by our Nominating and managementCorporate Governance Committee. In April 2023 we published our first Environmental, Social and Governance Report (the “2023 ESG Report”). The 2023 ESG Report is available on our website at www.chmireit.com under the section “Investors—Corporate Governance—Highlights”. Information at or connected to our website is not and should not be considered a part of this Proxy Statement.

Our environmental strategy is based on simplicity and transparency. Specifically, we endeavor to minimize our environmental impact by reducing waste that is generated by our Company and sent to landfills, purchasing, to the extent practicable, environmentally responsible products, and reducing internal paper usage. We believe that the Company’s corporate footprint and business operations have engageda relatively modest impact on the environment. Nevertheless, we believe in promoting a sustainable environment by using resources as efficiently and responsibly as practicable. Our commitment to these principles is reflected in our daily activities in a variety of ways:

Although we are unable to predict the rate at which climate change will progress, we recognize that the physical effects of climate change could have a material adverse effect on our operations. To the extent that climate change impacts changes in weather patterns, assets in which we hold a direct or indirect interest could experience severe weather, including hurricanes, severe winter storms, wildfires and flooding due to increases in storm intensity and rising sea levels, among other effects that could impact house prices and housing-related costs and/or disrupt borrowers’ ability to pay their mortgage. Moreover, long term climate change could trigger extreme weather conditions that result in macroeconomic and demographic shifts. Over time, these conditions could result in repricing of the process of evaluating the feedbackassets that we hold. There can be no assurance that climate change and insights from these meetings, in addition to emerging best practices, policies at other companies and market standards.severe weather will not have a material adverse effect on our financial performance.

As an externally managed REIT, our corporate responsibility focus is on ourthe team of dedicated professionals.professionals provided to us by our Manager through its relationship with Freedom Mortgage. Through our “we’re all in” ethos, we are committed to building an inclusive, encouraging and respectful workplace that allows us to

As reflected in our Code of Business Conduct and Ethics and our 2023 ESG Report, diversity and inclusion is integrated in everything we do. Currently, our team is comprised of 12 individuals, with women representing one-third of the overall team and key members of our team also being racially and ethnically diverse. We believe the diversity of the Company’s personnel is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment or any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

We believe our management team’s intentional dedication to engage, train and motivate the personnel provided to us and to promote a diverse and inclusive culture has allowed us to retain the talent necessary to operate our company.

The global pandemic hasAs a responsible corporate citizen, we seek to promote and continuesprotect human rights in our business. As reflected in our Human Rights Policy, which is available on our website at www.chmireit.com under the section “Investors—Corporate Governance—Highlights” (information on or connected to presentour website is not and should not be considered a part of this Proxy Statement), we strive to conduct our operations in accordance with the business community with unprecedented challenges, including negative impactsUnited Nations Guiding Principles on Business and Human Rights. We recognize the mortgage industry. Prior to March 2020, our team was already working with a cloud-based environment with established modesimportance of communicationsrespecting, protecting and reliable connections. Bypromoting human rights and fundamental freedoms such as those covered by the onset ofUnited Nations Universal Declaration on Human Rights.

Management is responsible for the stay-at-home orders, we seamlessly transitioned the entiretyongoing maintenance and day-to-day oversight of our teamHuman Rights Policy to remote working. Withensure compliance. The Board will review our “we’re all in” attitude,compliance with the Human Rights Policy at least annually.

We recognize that our team members supported one anotherstakeholders value information about our efforts in this area. We are committed to meet the goalsongoing engagement on issues relating to human rights. We welcome input from our stakeholders on our ongoing commitment to human rights.

We will require our personnel to complete Code of Business Conduct and Ethics and Workplace Harassment training upon hire, and annually thereafter, and to certify upon completing each training session that they have read, and that they understand our company, while providing support and assistance to one another.policies, including our Human Rights Policy.

We adhere to a stringent Code of Business Conduct which covers, among other topics, compliance with applicable laws, the avoidance of conflicts of interest, and a strict prohibition against insider trading, discrimination and harassment. All of our employees are also subject to the Manager’s separate Code of Ethics to ensure we’rewe are acting with integrity, transparency and accountability.

Our acquisition, investment and management portfolios are focused on mortgage servicing rights (MSRs), agency residential mortgage back securities (RMBS) and other residential mortgage assets that target the full

We conduct counterparty due diligence with a third-party that includes reviews of government audit reports and compliance with policies and procedures that address the following:

Mr. Lown, our President and Chief Executive Officer, did not receive any cash or equity compensation from us for his service as a director.

We reimburse our independent directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance at in-person board and committee meetings.

We have entered into indemnification agreements with each of our current directors and intend to enter into indemnification agreements with each of our future directors. The indemnification agreements provide these directors the maximum indemnification permitted under Maryland law. The agreements provide, among other things, for the advancement of expenses and indemnification for liabilities which such person may incur by reason of his or her status as a present or former director of our company in any action or proceeding arising out of the performance of such person’s services as a present or former director of our company.

The table below describes the compensation earned by our directors other than Mr. Lown for 2021.2023. Mr. Lown’s compensation is described below under “Executive Compensation”.

We are a party to a management agreement with our Manager pursuant to which our Manager provides for the day-to-day management of our operations. Our Manager is an SEC-registered investment adviser. The management agreement requires our Manager to manage our business and affairs in conformity with the policies and investment guidelines approved and monitored by ourthe Board. The current term of the management agreement expires on October 22, 20222024 and will be automatically renewed for one-year terms thereafter unless we elect or our Manager elects not to renew the management agreement or the management agreement is terminated by either us or our Manager. Under certain circumstances, our Manager is entitled to receive a termination fee from us in an amount equal to three times the average annual management fee amount earned by our Manager during the two four-quarter periods ending as of the end of the most recently completed fiscal quarter prior to the effective date of termination or, in the case of non-renewal, the expiration of the term.

Under the management agreement, we pay our Manager an annual management fee. The management fee is payable quarterly in arrears in cash in the amount equal to 1.50% per annum of our stockholders’ equity, with stockholders’ equity being calculated, as of the end of any fiscal quarter, as (a) the sum of (1) the net proceeds from any issuances of our common stock or other equity securities issued by us or our operating partnership (without double counting) since our inception, plus (2) our and our operating partnership’s (without double counting) retained earnings calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), at the end of the most recently completed fiscal quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods), less (b) any amount that we or our operating partnership have paid to repurchase shares of our common stock or other equity securities issued by us or our operating partnership since inception. For purposes of the management agreement, “stockholders’ equity” excludes (1) any unrealized gains, losses or other non-cash items that have impacted stockholders’ equity as reported in our financial statements prepared in accordance with GAAP, regardless of whether such items are included in other comprehensive income or loss, or in net income, and (2) one-time events pursuant to changes in GAAP, and certain non-cash items not otherwise described above in each case, after discussions between our Manager and our independent directors and approval by a majority of our independent directors.

Our Manager’s sole member is the CHMM Blind Trust, a grantor trust established for the benefit of, but not controlled by, Mr. Middleman. Mr. Middleman is also the founder and sole voting stockholder ofcontrols Freedom Mortgage. Accordingly, allAll management fee compensation paid by us to our Manager pursuant to the management agreement accrues to the benefit of Mr. Middleman as the beneficiary under the CHMM Blind Trust.

Our Manager is a party to a services agreement with the Services Provider,Freedom Mortgage, pursuant to which the Services ProviderFreedom Mortgage provides to our Manager personnel, including our executive officers, and payroll and benefits

Set forth below are the names, positions and ages of our executive officers as of the date of this Proxy Statement:

Biographical information with respect to Mr. Lown is set forth above under “Proposal No. 1: Election of Directors.”Directors”. We have no executive officers other than the executive officers named above, allabove. Our executive officers are employees of whomFreedom Mortgage and provided to us by our Manager. Our executive officers are fully dedicated to our companyus and itsour business.

We are externally managed byOur Compensation Discussion and Analysis describes 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. For 2021,compensation program, objectives and policies for our named executive officers (“NEOs”). For 2023, our NEOs were:

We are externally managed by our Manager pursuant to a management agreement between our Manager and us. Our named executive officersNEOs and other key professionalspersonnel who provide services to us are suppliedmade available to us through our Manager and its services agreement with the Services Provider,Freedom Mortgage, which directly pays the cash compensation and provides benefits for all ofto our personnel, including our named executive officers. NEOs.

As an externally managed company, we utilize a hybrid approach to the compensation program for our named executive officers.NEOs. Our Manager is obligated under the management agreement to pay or cause to be paid all cash compensation of our named executive officers.NEOs. Our Manager does not have its own formal compensation program. The levels of cash compensation for our named executive officers,NEOs, substantially all of which areis fixed annual base salary rather than variable,variable/incentive pay, are determined based on recommendations by Mr. Lown, as the Presidentan officer of our Manager, which are acknowledged and implemented by the Services Provider. OurFreedom Mortgage. The Compensation Committee does not determine the amountlevels of cash compensation paid to our named executive officers. We reimburse our Manager forNEOs other than the cash compensation paid by our Manager to Mr. Hutchby, our Chief Financial Officer.Officer, Treasurer and Secretary, which we reimburse.

In addition to the cash compensation that the Services ProviderFreedom Mortgage pays to our named executive officers,NEOs, our named executive officersNEOs are eligible to receive equity incentive compensation.compensation from us. Equity compensation that we award to our named executive officersNEOs from time to time is determined by ourthe Compensation Committee, which consists solely of independent directors, in accordance with our equity incentive plan. When we refer to our equity incentive plan, we mean our 2013 Plan.Equity Incentive Plan (“2013 Plan”) for periods prior to June 15, 2023 and our 2023 Plan, which replaced our 2013 Plan, for periods on and after June 15, 2023. As described in more detail in the following sections, we believe that the terms of the management agreement and the utilization of our 2013 Planequity incentive plan effectively align the interests of our managementNEOs with those of our stockholders.

At last year’sour 2023 annual meeting of stockholders, we provided stockholders with the opportunity to cast an advisory, non-binding say-on-pay advisory vote on the compensation of our named executive officersNEOs for 2020 was approved by 89%2022, which consisted solely of equity awards in the form of LTIP Units made in January 2022 to our NEOs for 2022. Approximately 61% of the shares representedvotes cast (excluding abstentions and broker non-votes) on last year’s say-on-pay proposal were voted in favor of the proposal, down from approximately 86% in the prior year. Last year’s say-on-pay vote was the first year that our proposal received less than 70% support from stockholders. Accordingly, the Compensation Committee believes it is too soon to determine whether issues raised by the low level of support are isolated or recurring.

Our common stock is held predominantly by retail investors. As of the record date for last year’s annual meeting and as of the record date for this year’s Annual Meeting, no institutional investor held more than 5% of our outstanding common stock. Because of the retail ownership of our common stock, the Compensation Committee determined that outreach to investors would be difficult and that certain actions needed to be taken to show that it was being responsive to stockholders and their concerns with respect to our executive compensation program. As a result, the Compensation Committee took the following actions in light of the low level of support for our say-on-pay proposal at thelast year’s annual meeting.

The Compensation PhilosophyCommittee is committed to engaging with stockholders in a meaningful way to address any concerns or issues that stockholders may have with respect to our executive compensation program. Stockholders who would like to discuss any issues relating to our executive compensation program should communicate with the Compensation Committee by following the procedures described in this proxy statement under the heading “Corporate Governance—Communication With the Board”.

We are an externally managed mortgage REIT that is focused on investing in, financing and managing residential mortgage assets in the United States. Our principal objective is to generate attractive current yields and risk-adjusted total returns for our stockholders over the long term, primarily through dividend distributions. Our Manager assists in our effortsdistributions and secondarily through capital appreciation. We attempt to achieveattain this objective by selectively constructing and actively managing a portfolio of servicing related assets (mortgage servicing rights and excess mortgage servicing assetsrights) and residential mortgage backedmortgage-backed securities.

Our equity compensation program attemptsWe operate so as to promotecontinue to qualify to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. To qualify as a REIT, we must distribute annually to our principal objective by establishing short-term operational and strategic goals that align with the long-term interestsstockholders an amount at least equal to 90% of our stockholders. The goals coveredREIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital portfoliogain. As a REIT, we are limited in our ability to grow our book value per share of common stock and operational risk control categories and included expansion of our company’sequity capital base through the issuancereinvestment of retained earnings from our business operations. We produce earnings through income we generate on our investments in residential mortgage assets, net of the interest we pay to finance our assets and the other expenses we incur to operating our business. The nature of our business model is a key factor the Compensation Committee considers in determining the amount of equity as and when market conditions permit and growing the servicing portfolio by establishing one or more additional flow purchase programs. We have used long-term incentive partnership units (“LTIP Units”) undercompensation to be awarded to our 2013 Plan to provide the equity compensation for our named executive officers. LTIP Units are a special class of partnership interest in our operating partnership, Cherry Hill Operating Partnership, LP. LTIP Units, whether vested or not, receive a quarterly per unit distribution equal to the per-share distributionsNEOs.

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 the payroll and benefits received by Mr. Lown, our President and Chief Executive Officer, and the payroll and benefits received by Mr. Evans, our Chief Investment Officer. However, our Manager is not required to do so, and it is not required to provide us with information regarding the portion, if any, of the management fee so used. Our Manager itself has no formal compensation program. We do not pay or accrue any salaries to our named executive officers.NEOs. However, under the management agreement, we reimburse our Manager for the cash compensation paid to Mr. Hutchby, our Chief Financial Officer, Treasurer and Secretary, as reflected in the “Summary“Executive Compensation—Summary Compensation Table” below.

Based on conversations with theour Manager, the aggregate compensation of our named executive officersNEOs that may reasonably be associated with their management of our company totaled approximately $2.48$2.6 million for 2021. This2023 (88.3% of which was fixed base salary and 11.7% of which was variable/incentive pay). The aggregate amountcompensation of our NEOs represents approximately 32%38.2% of the $7.8$6.8 million in total management fees and reimbursements paid by us to our Manager for 2021.2023. No specific metrics are utilized by our Manager or its affiliates for purposes of measuring performance to determine our NEOs’ variable/incentive pay.

OurThe Compensation Committee is responsible for overseeing the equity incentivecompensation component of our executive compensation program and approves and recommends all equity awards granted pursuant to our 2013 Plan,equity incentive plan, which awards are then ratified by ourthe Board.

The equity compensation paid to our named executive officersNEOs is designed to drive and reward corporate performance. We believe our equity compensation program reflects good governance practices and the best interests of our stockholders, while striving to meet the following core objectives:

Pursuant to our 2013 Plan, ourequity incentive plan, the Compensation Committee may grant equity awards to our NEOs in the form of LTIP Units, options, stock awards, stock appreciation rights, performance units, incentive awards or other equity-based awards to individuals performing services for us through our Manager.awards. Although our 2013 Planequity incentive plan provides for the use of these types of instruments, we have used LTIP Units with time-based vesting exclusively withas the form of equity awarded to our named executive officers.NEOs.

Initially, LTIP Units do not have full parity with our operating partnership’s common units of limited partnership interest in our operating partnership (“OPCommon Units”) with respect to liquidating distributions. Under the terms of the LTIP Units,our operating partnership’s partnership agreement, our operating partnership revalues its assets upon the occurrence of certain

Upon equalization of the capital accounts of the holders of LTIP Units with the holders of OPCommon Units, the LTIP Units achieve full parity with the OPCommon Units for all purposes, including with respect to liquidating