The Board has fixed the number of directors at four. The four persons named below (each, a “director nominee”) currently serve on the Board and have been recommended by the Nominating and Corporate Governance Committee and nominated by the Board to serve on the Board until our 20232024 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

The Board has no reason to believe that any of the director nominees will be unable, or will decline, to serve if elected. If any director nominee is unable to stand for election, the persons appointed to vote your proxy may vote at the virtual Annual Meeting for another candidate proposed by the Board, or the Board may choose to reduce the size of the Board, provided that we continue to have a majority of independent directors following any such reduction. In addition, the Board has determined that all of the director nominees, other than Mr. Lown, are independent under applicable rules of the U. S. Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”).

The following table sets forth the name, position with our Company and age at the virtual Annual Meeting of each director nominee:

We believe that all of the director nominees are intelligent, experienced and proactive with respect to management and risk oversight, and that they exercise good judgment. The biographical descriptions below set forth certain information with respect to each director nominee, including the experience, qualifications, attributes or skills of each director nominee that led us to conclude that such person should serve as a director.

Before OTS, from April 2002 to March 2008, Mr. Lown worked at UBS Securities LLC in mortgage trading. While at UBS Securities, Mr. Lown managed an internal mortgage origination platform specializing in Alt-A mortgage loans, overseeing all units within the organization, including sales, capital markets and operations. Mr. Lown began his career at Salomon Brothers (now Citigroup) in 1991, where he spent 11 years working for the mortgage trading desk. The last six years at Citigroup were in the Mortgage Finance Group where Mr. Lown held several positions both in investment banking and mortgage finance roles. While serving in these positions, he developed strong credit, contract finance and securitization skills.

As a consequence of Mr. Lown’s more than 25 years’ experience in the residential mortgage markets, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, believes that he is well qualified to provide valuable advice in many important areas and that he should serve as a director.

Prior to his work at FHFA, Mr. Mercer’s experience included managing problem portfolio workouts, managing due diligence processes involving mergers and acquisitions, purchasing mortgage portfolios and developing or enhancing profit and risk models to improve portfolio predictability and profitability. In addition to his operational experience, he also has an extensive credit risk background, having been Chief Credit Officer of Citicorp National Services. Mr. Mercer has been involved in all aspects of credit risk management, including the development of proprietary score cards.

As President of American Equity Mortgage, Inc. in St. Louis, Missouri, Mr. Mercer was responsible for expanding the retail branch network and improving operational efficiencies. Mr. Mercer has held senior executive and management positions in consumer lending at a series of financial institutions that ultimately became part of National City Bank, including Equibank, Integra Bank and Altegra Credit Company. Prior to that, Mr. Mercer held positions at Citicorp and Valley National Bank in Phoenix, Arizona after beginning his career spending thirteen-years at Ford Motor Credit Company.

Mr. Mercer brings to the Board over 40 years of experience in the consumer lending and mortgage industry sectors. Due to the depth and extent of his financial and credit risk management experience, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, believes that he should serve as a director.

President George W. Bush nominated Mr. Murin in October 2007 to serve as President of Ginnie Mae, a position which he held from July 2008 to August 2009. He also served as a consultant to the White House until he was confirmed by the U.S. Senate from January 2008 until May 2008. Prior to his nomination to serve as President of Ginnie Mae, Mr. Murin was with HUD for two years, to which he brought more than 40 years of diverse experience in the financial services, mortgage and banking industries. This experience includes having served as the Chief Executive Officer of a number of financial organizations such as Century Mortgage Co. from September 1986 to January 1989, Lender’s Service Inc. from May 1991 to December 2001, and Mortgage Settlement Network Innovations from September 2004 to August 2007. Mr. Murin served as a director for iGATE Corporation (NASDAQ: IGTE) from August 2009 to April 2013. Mr. Murin holds a bachelor’s degree in business from National Louis University.

As a consequence of Mr. Murin’s more than 40 years’ experience in the financial services, mortgage and banking industries, including his service as President of Ginnie Mae, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, believes that he is well qualified to provide valuable advice to the Board in many important areas and that he should serve as a director.

Earlier in her career, Ms. Cook spent 12 years as a managing director at investment management firm Legg Mason Wood Walker Inc. and was the deputy assistant director at the Federal Deposit Insurance Corporation (FDIC) for five years. Ms. Cook is a member of the board of directors of the Prevent Cancer Foundation, where she serves on the Finance Committee, and she is a member of the National Association of Corporate Directors. Ms. Cook is a graduate of The George Washington University.

Based on Ms. Cook’s over 30 years of experience in fixed income capital markets and financial services regulation, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, believes that she should serve as a director.

The Board believes that the combination of its current composition, leadership structure and the intelligent, experienced and diverse perspectives of the directors provides the proper independent and expert oversight of our company’s business, strategy and management. Some of the governance and leadership highlights include the following:

Our business is managed by Cherry Hill Mortgage Management, LLC (the “Manager”), subject to the oversight and direction of the Board. Our Manager is an SEC-registered investment adviser and is responsible for administering our business activities and day-to-day operations. The directors are informed about our business at meetings of the Board and its committees and through supplemental reports and communications.

There were four regular meetings of the Board in 20222023 and noone special meetings.meeting. Each director attended all of the meetings of the Board. Each independent director also attended all committee meetings for the committees on which the director served in 2022.2023. Although our company does not have a policy regarding board members’ attendance at the Annual Meeting, all of our directors participated in the 2022 virtual Annual Meeting.2023 annual meeting of stockholders. In accordance with NYSE requirements and our Corporate Governance Guidelines, the independent directors of the Board regularly meet in executive session without management present. Generally, these executive sessions follow a meeting of the Board or of the Audit Committee. If the executive session follows a meeting of the Audit Committee, the chairmanchairperson of the Audit Committee will preside over the executive session. If the executive session follows a meeting of the Board, the lead independent director will preside over the executive session. In 2022,2023, the independent directors of the Board met in executive session elevennine times without management present.

The Board has established three standing committees that are comprised solely of independent directors, the principal functions of which are briefly described below. Matters put to a vote at any one of our three committees must be approved by a majority of the directors on the committee who are present at a meeting at which there is a quorum or by unanimous written consent of the directors on that committee.

Mr. Murin, the chairmanchairperson of the Nominating and Corporate Governance Committee, serves as the lead independent director. The lead independent director generally is the point of contact for persons desiring to communicate directly with the independent directors. All interested parties may do so by using the IR Contact tab under the Investor Relations section on our website, which is www.chmireit.com, and leaving a message.

The Board has determined, after taking into account all facts and circumstances, that there are no material transactions, relationships or arrangements between us and Mr. Mercer, Mr. Murin or Ms. Cook requiring disclosure under applicable SEC rules and regulations or otherwise and that each of them is independent in accordance with applicable NYSE rules.

The Board has adopted Corporate Governance Guidelines, which provide the framework for our governance and represent the Board’s current views with respect to selected corporate governance issues considered to be of significancesignificance to our stockholders.

The Board has established a Code of Business Conduct and Ethics that applies to our officers, directors and employees when such individuals are acting for or on our behalf. Any waiver of the Code of Business Conduct and Ethics may be made only by the Nominating and Corporate Governance Committee and will be promptly disclosed to stockholders in accordance with applicable SEC and NYSE rules.

The Board has adopted a policy prohibiting all of theour directors, officers, and employees, if any, and certain “related persons” (as defined in the policy) of such persons of our company and its subsidiaries and affiliates from engaging in hedging or monetization transactions and other speculative transactions involving our company’s securities.

Stockholders may view our corporate governance and environmental, social and governance (“ESG”) materials, including the charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics our 2023 ESG Report and our Human Rights Policy, on our website at www.chmireit.com under the section “Investor Relations—“Investors—Corporate Governance,Governance—Highlights,” and these documents are available in print to any stockholder upon request by writing to 1451 Route 34, Suite 303, Farmingdale, New Jersey 07727, Attention: Secretary. Information at or connected to our website is not and should not be considered a part of this Proxy Statement.

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

The Nominating and Corporate Governance Committee held four meetings in 2022.2023. The primary purpose of the Nominating and Corporate Governance Committee is to assist the Board by: (i) identifying individuals qualified to become members of the Board, consistent with any guidelines and criteria approved by the Board; (ii) considering and recommending director nominees for the Board to select in connection with each annual meeting of stockholders; (iii) considering and recommending nominees for election to fill any vacancies on the Board and to address related matters; (iv) developing and recommending to the Board corporate governance guidelines applicable to us; (v) overseeing an annual evaluation of the Board’s and management’s performance; (vi) providing counsel to the Board with respect to the organization, function and composition of the Board and its committees; 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.

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

We believe that our leadership structure promotes effective Board oversight of 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, 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 the Board retains ultimate responsibility for nominating individuals for election as directors, the 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, the 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 the Nominating and Corporate Governance Committee, we anticipate that any director candidates submitted to us by our stockholders will be evaluated by the Nominating and Corporate Governance Committee on the same basis as any other director candidate.

The Nominating and Corporate Governance Committee evaluates each individual in the context of the 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 the Board.

Stockholders and other interested parties who wish to communicate with our lead independent director, or the Board or any 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 act as their agent in processing any written communications received. All communications that relate to matters within the scope of the responsibilities of the Board and its standing committees will be forwarded to the lead independent director. Communications that relate to matters that are within the scope of the responsibilities of one of the Board’s standing committees also will be forwarded to the chairmanchairperson of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the responsibilities of the Board will be sent to the appropriate member of management.

The Board and management value the opportunity to engage with our stockholders so as to better understand and focus on the priorities that matter most to them, and to foster consistent and constructive dialogue. The feedback and insight from these meetings, in addition to emerging best practices, policies at other companies and other market standards, arewill be considered and evaluated by management and the Board and management to enhanceBoard. We believe engaging with stockholders will assist us in enhancing the evolution of our disclosures, and practices.

Our ESG initiatives are overseen by our Nominating and Corporate Governance Committee. In April 2023 we published our company, including relevantfirst Environmental, Social and Governance Report (the “2023 ESG issues such as diversityReport”). 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 inclusion.should not be considered a part of this Proxy Statement.

The Board2023 ESG Report outlines our progress towards our ESG goals and managementcommitments across three key ESG areas:

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 spectrum of single-family residential homeowners from new to mature homeowners. The loans underlying our MSR portfolio are owned and/or securitized by Fannie Mae or Freddie Mac, and must conform to the lending standards of the government-sponsored enterprises. These standards include prohibitions against predatory

In addition to the cash retainercompensation described above, our independent directors also receive annual grants of $10,000. common stock pursuant to our equity incentive plan. On June 29, 2023, we granted each of our independent directors 13,945 restricted shares of common stock pursuant to our 2023 Plan. These restricted shares become non-forfeitable on June 29, 2024.

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 2022.2023. Mr. Lown’s compensation is described below under “Executive Compensation”. On March 8, 2023, Sharon Lee Cook was appointed to the Board to serve out the term of Regina Lowrie who passed away on January 1, 2023. Ms. Cook was appointed to serve on the Audit, Compensation and Nominating and Corporate Governance Committees of the Board. She serves as the chair of the Compensation Committee. For 2023, Ms. Cook will participate in the same compensation programs as the other independent directors.

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 the Board. The current term of the management agreement expires on October 22, 20232024 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 2022,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.Freedom 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 the 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 2021 was approved by2022, 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 votes 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 shares representedrecord date for last year’s annual meeting and votedas 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 $2.6 million for 2022. 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 39%38.2% of the $6.6$6.8 million in total management fees and reimbursements paid by us to our Manager for 2022.2023. No specific metrics are utilized by our Manager or its affiliates for purposes of measuring performance to determine our NEOs’ variable/incentive pay.

The 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 the 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,equity 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

When determining the number of LTIP Units granted to each of our named executive officers,NEOs, the Compensation Committee took into account the factors described above, as well as the individual’s role and responsibility in attaining the results listed above, the individual’s expected and actual job performance, the individual’s ability to influence the outcome of our company’s future performance, the value of the award in

The Compensation Committee’s decision on whether to approve any equity awards in future periods will depend on a number of factors, including our company’s performance, market trends and practices, expense implications, tax efficiencies or other considerations in the Compensation Committee’s sole discretion.

The Compensation Committee makes all equity-basedequity compensation decisions related to our named executive officers.NEOs. The Compensation Committee receives input from Mr. Lown, our President and Chief Executive Officer, regarding the equity compensation and performance of named executive officersour NEOs other than himself, including recommendations as to the equity compensation levels that he believes are commensurate with an individual’s job performance, skills, experience, qualifications, criticality to our company, as well as with our compensation philosophy, external market data and considerations of internal equity. Mr. Lown regularly attends meetings of the Compensation Committee, except when the Compensation Committee is meeting in executive session or when his own equity compensation arrangements are being considered. The Compensation Committee communicates its views and decisions regarding equity compensation arrangements for our named executive officersNEOs to Mr. Lown, who is generally responsible for implementing such arrangements.

The management fee under the management agreement is calculated based on a fixed percentage of stockholders’ equity, as adjusted and defined in that agreement, and is payable quarterly in arrears. Calculation of the management fee is not dependent upon our financial performance or the performance of our named executive officers.NEOs. Thus, the management fee does not create an incentive for our managementNEOs to take excessive or unnecessary risks. Specifically, the use of stockholders’ equity to calculate the management fee does not result in leveraged pay-out curves, steep pay-out cliffs, or set unreasonable goals and thresholds, each of which can promote excessive and unnecessary risks. Our independent directorsThe members of the Compensation Committee are provided with the management fees and expenses each quarter, providing a check upon any improper effort by our Manager to increase compensation payments indirectly via the pass-through of costs. We will continue to have certain costs allocated to us by our Manager for compensation, data services and proprietary technology and other costs, including the compensation paid to Mr. Hutchby, our Chief Financial Officer, Treasurer and Secretary, but most expenses we incur with third-party vendors are paid directly by us. The management fee itself cannot be increased or revised without the approval of our independent directors.

We believe this management fee is not likely to create risks that are reasonably likely to have a material adverse effect on us. We have designed the incentives and rewards related to grants of LTIP Units under our 20132023 Plan, as such policies and practices relate to or affect risk taking on our behalf, in a manner that we believe will not cause our named executive officers provided to us through our ManagerNEOs to seek to make higher risk investments. We have designed the equity compensation portion of the compensation program in an attempt to align the efforts of our personnelNEOs to meet specified short-term and strategic goals with the long-term best interests of our stockholders.

On January 16, 2024, the Compensation Committee Reportand the Board approved the grant of an aggregate of 41,925 LTIP Units under our 2023 Plan to our NEOs (the “January 2024 LTIP Awards”). The January 2024 LTIP Awards had an aggregate grant date fair value of $164,346 based on our closing stock price on January 16, 2024 of $3.92.

In accordance with and to the extent permitted by applicable law or regulation, the information contained in this Compensation Committee Report is not “soliciting material,”material”, is not deemed to be “filed” with the SEC and is not to be incorporated by reference into any future filing under the Securities Act or under the Exchange Act, except to the extent that the Company specifically incorporates such information by reference in such filing.

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.Statement.