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AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167
March 22, 201921, 2022
Dear stockholder:Fellow Stockholders:
You are cordially invited to attend the 2019 annual meeting2022 Annual Meeting of stockholdersStockholders (the “Annual Meeting”) of AG Mortgage Investment Trust, Inc., which will be held on Thursday,Monday, May 2, 20192022 at 10:11:00 a.m., Eastern Time, atTime. Due to the officespublic health impact of Angelo, Gordon & Co., L.P. (“Angelo Gordon”), located on the 25th Floorcoronavirus outbreak (COVID-19) and to support the health and well-being of 245 Park Avenue, New York, New York 10167.our stockholders, this year’s Annual Meeting will be held in a virtual meeting format only. We believe that a virtual meeting allows the full participation by, and interaction with, our stockholder base, while also being mindful of the public health and travel concerns our stockholders may have in light of the COVID-19 pandemic. You will be able to participate in the Annual Meeting, to vote, and submit your questions via live webcast by visiting https://web.lumiagm.com/201017455. Details of the business to be presented at the meeting can be found in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.proxy statement (the “Proxy Statement”).
Pursuant to rules adopted by the United States Securities and Exchange Commission, we have provided access to our proxy materials over the Internet. Accordingly, we are sending a notice regarding the Internet availability of proxy materials (“Notice”) on or about March 22, 201921, 2022 to our stockholders of record on March 8, 2019.2022. The Notice and Proxy Statement contain instructions for your use ofparticipation in this process, including how to access our proxy statementProxy Statement and annual reportthe Annual Report to Stockholders for the fiscal year ended December 31, 2021 over the Internet, how to authorize your proxy to vote online, and how to request a paper copy of the proxy statementProxy Statement and annual reportAnnual Report to Stockholders if you so desire.
If you are unable to attend the meeting in person,virtual Annual Meeting, it is nevertheless very important that your shares be represented and voted at the annual meeting.voted. You may authorize your proxy to vote your shares over the Internet as described in the Notice and Proxy Statement. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card by mail so that your shares may be voted. You may also vote by telephone as described in your proxy card. If you vote your shares over the Internet, by mail or by telephone prior to the annual meeting,Annual Meeting, you may nevertheless revoke your proxy and cast your vote personallyelectronically via live webcast at the meeting.Annual Meeting.
On behalf of the boardBoard of directors,Directors, I extend our appreciation for your participation and continued support.
Sincerely,
David N. Roberts
Chairman of the Board & Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 20192022
NOTICE IS HEREBY GIVEN that the 2019 annual meetingto holders of stockholders (“Annual Meeting”)shares of common stock of AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”“Company,” “we,” “us,” or “our”), that the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) will be held at the offices of Angelo, Gordon & Co., L.P., located at 245 Park Avenue, 25th Floor, New York, New York 10167, on Thursday,Monday, May 2, 20192022, at 10:11:00 a.m., Eastern Time, for the purposes set forth below:
1.to consider and vote upon the election of six directors, with each director serving until the 2023 annual meeting of stockholders and until his or her successor is duly elected and qualified;
2.to consider and vote upon the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022;
3.to consider and vote upon the approval, on an advisory basis, of our executive compensation, as described in the Proxy Statement; and
4.to consider and vote upon the transaction of such other business as may properly broughtcome before the Annual Meeting and any postponement or adjournment or postponement thereof.
We know of no other matter to come before the Annual Meeting. Only holders of record of our common stock at the close of business on March 8, 20192022 (the “Record Date”) are entitled to notice of, and to attend and to vote at, the Annual Meeting and any adjournmentpostponement or postponementadjournment thereof.
If you plan on virtually attending the Annual Meeting, in person, you will need to presententer the 11-Digit Control Number on your admission ticket, or an account statement showing your ownershipnotice regarding the Internet availability of our common stock as of the Record Date, and photo identification. Your proxy card or Notice Regarding the Availability of Proxy Materials (the “Notice”materials ("Notice") will serve as your admission ticket.. Whether or not you plan to attendaccess the Annual Meeting, in person, please authorize your proxy to vote your shares over the Internet, as described in the Notice. Alternatively, if you received a paper copy of the proxy card by mail, please mark, sign, date and promptly return the proxy card in the self-addressed stamped envelope provided. You may also authorize your proxy to vote your shares by telephone as described in your proxy card. Stockholders who authorize a proxy to vote their shares over the Internet, by mail or by telephone prior to the Annual Meeting may nevertheless attendaccess the Annual Meeting, revoke their proxies and cast their vote their shares in person.electronically at the virtual meeting.
By Order of the Board of Directors,
General Counsel and Secretary
March 22, 201921, 2022
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Thursday,Monday, May 2, 2019.2022. This proxy statementProxy Statement and the Company’s Annual Report on Form 10-Kto Stockholders for the fiscal year ended December 31, 20182021 are available on the “Financial Reports” page of the “Investor Relations” section of our web sitewebsite at www.agmit.com.
TABLE OF CONTENTS
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AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167
PROXY STATEMENT
FOR
2022 ANNUAL MEETING OF STOCKHOLDERS
This proxy statement (the “Proxy Statement”) is being furnished in connection with the solicitation of proxies by the boardBoard of directorsDirectors (the “Board”) of AG Mortgage Investment Trust, Inc. (the “Company,” “we,” “us” or “our”) for use at our 2019 annual meeting2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday,Monday, May 2, 20192022 at 10:11:00 a.m., Eastern Time, atTime. Due to the officespublic health impact of Angelo, Gordon & Co., L.P., located at 245 Park Avenue, 25th Floor, New York, New York 10167,the coronavirus outbreak (COVID-19) and at any adjournment or postponement thereof. We are sending this proxy statementto support the health and the enclosed proxy towell-being of our stockholders, commencingthis year’s Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. We believe the virtual meeting format allows the full participation by, and interaction with, our stockholder base, while also being mindful of the public health and travel concerns that our stockholders may have in light of the COVID-19 pandemic. Any reference herein to attending the Annual Meeting, including any reference to “in-person” attendance, means attending by remote communication via live webcast on the Internet.
Like an in-person meeting, you can vote and submit questions during the Annual Meeting by visiting https://web.lumiagm.com/201017455. You must have your 11-Digit Control Number in order to access the Annual Meeting. The Proxy Statement, proxy card, and our 2021 Annual Report to Stockholders (the “Annual Report”) will be distributed or made available on or about March 22, 2019.21, 2022 to stockholders of record on the Record Date.
| In this section of the Proxy Statement, we answer some common questions regarding our Annual Meeting and the voting of shares at the meeting. | ||||||||
| Q: | Where and when will the annual meeting be held? | |||||||
| A: | ||||||||
| Q: | Why is the Company holding a virtual meeting? | |||||||
| A: | ||||||||
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| Q: | What is the quorum for the meeting? | |||||||
| A: | A quorum will be present at the Annual Meeting if a majority of the votes entitled to be cast are present, whether in person or by proxy. No business may be conducted at the Annual Meeting if a quorum is not present. As of the Record Date, | |||||||
| A: | (1) | ||||||||||||
| (2) | Ratification of the appointment of PricewaterhouseCoopers LLP | ||||||||||||
| independent registered public accounting firm for the year ending December 31, 2022; and | ||||||||
| Approval, on an advisory basis, of our executive compensation, as |
| Q: | How does the Board recommend that I vote on these proposals? | |||||||
| A: | “FOR” the | |||||||
| “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022; and | ||||||||
| (3) | “FOR” the approval, on an advisory basis, of our resolution on executive compensation, as described in | |||||||
| Q: | Who is entitled to vote? | |||||||
| A: | Only stockholders of record of our common stock as of the close of business on the Record Date or their duly authorized proxies are entitled to vote at the Annual Meeting. | |||||||
| Q: | How do I vote? | |||||||
| A: | Whether or not you plan to attend the Annual Meeting, we urge you to authorize your proxy to vote your shares over the Internet as described in your notice regarding the | |||||||
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| Q: | How do I vote my shares that are held by my broker? | |||||||
| A: | If you have shares held by a broker, you may instruct your broker to vote your shares by following the instructions that the broker provides to you. Most brokers allow you to authorize your proxy by mail, telephone and on the Internet. | |||||||
| Q: | How do I vote my shares at the Annual Meeting? | |||||||
| A: | First, you must satisfy the requirements for admission to the Annual Meeting by visiting https://web.lumiagm.com/201017455 and entering the passcode "ag2022". Then, if you are a stockholder of record at the close of business on March 8, 2022, you may cast your vote electronically at the Annual Meeting. You may vote shares held in “street name” at the Annual Meeting only if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we encourage you to authorize a proxy to vote your shares in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting. | |||||||
| Q: | How many votes do I have? | |||||||
| A: | You are entitled to one vote for each share of common stock you hold as of the Record Date. Our stockholders do not have the right to cumulate their votes for directors. | |||||||
| Q: | What are the voting requirements that apply to the proposals discussed in this Proxy Statement? | |||||||
| A: | With respect to the election of directors, you may vote “For” all nominees, “Withhold” your vote as to all nominees, or you may vote “For All Except” one or more nominees. A properly executed proxy marked “Withhold” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. Members of the Board are elected by a plurality of votes cast, in person or by proxy, at the Annual Meeting, provided that a quorum is present. This means the six nominees who receive the greatest number of “For” votes cast will be elected. Neither broker non-votes nor votes marked “Withhold” will have an effect with respect to the election of any nominee. You may vote “For,” “Against” or “Abstain” on Proposals 2 and 3. To be approved, each of Proposals 2 and 3 must receive the affirmative vote of a majority of the votes cast, in person or by proxy, at the Annual Meeting on the proposal, provided that a quorum is present. Abstentions and broker non-votes, if any, will not be counted as votes cast on Proposals 2 and 3 and will have no effect on the result of the vote. | |||||||
Proposal | Vote Required | Discretionary Voting Allowed? | ||||||||||||
| (1) | Election of directors | Plurality** | No | |||||||||||
| (2) | Ratification of the appointment of PricewaterhouseCoopers LLP | Majority* | Yes | |||||||||||
| (3) | Approval, on an advisory basis, of our executive compensation | Majority* | No | |||||||||||
| * “Majority” means a majority of the votes cast at the Annual Meeting on the particular matter. | ||||||||||||||
| ** “Plurality” means with regard to the election of directors, that the six nominees for director receiving the greatest number of “for” votes from our shares entitled to vote will be elected. | ||||||||||||||
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| Q: | What is the difference between holding shares as a stockholder of record and as a beneficial owner? | |||||||
| A: | If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are the “stockholder of record” of those shares. | |||||||
| If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares. The Notice and Proxy Statement and any accompanying document have been forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet. | ||||||||
| Q: | How do I attend the Annual Meeting? | |||||||
| A: | You can attend the Annual | |||||||
| Q: | May stockholders ask questions at the Annual Meeting? | |||||||
| A: | Yes. There will be time allotted at the end of the meeting when our representatives will answer questions from participants of the webcast. | |||||||
| Q: | Why did I not receive my proxy materials in the mail? | |||||||
| A: | As permitted by rules of the United States Securities and Exchange Commission (the “SEC”), we are making this | |||||||
| On or about March | ||||||||
| Q: | Can I vote my shares by filling out and returning the Notice? | |||||||
| A: | No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to authorize your proxy via the Internet or by telephone or vote in person at the Annual Meeting or to request a paper proxy card, which will contain instructions for authorizing a proxy by the Internet, by telephone or by returning a signed paper proxy card. | |||||||
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| Q: | Will there be any other items of business on the agenda? | |||||||
| A: | ||||||||
| Q: | Who has paid for this proxy solicitation? | |||||||
| A: | We pay for the cost of preparing, printing and mailing the Notice and, to the extent requested by our stockholders, the proxy materials and any additional materials furnished to stockholders. Proxies may be solicited by our directors or our executive officers or by executive officers of AG REIT Management, LLC (our “Manager”) personally, by e-mail or by telephone without additional compensation for such activities. We have also retained D.F. King & Co., Inc. to perform proxy solicitation services at a fee estimated at $7,000, plus out of pocket expenses. We will also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send appropriate solicitation materials to such beneficial owners, and we will pay such holders their standard and ordinary fees. We will also reimburse such holders for their reasonable out-of-pocket expenses. | |||||||
| Q: | What does it mean if I receive more than one Notice? | |||||||
| A: | ||||||||
| Q: | What if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted? | |||||||
| A: | If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, all of your shares will be voted FOR Proposals 1, 2, and 3. | |||||||
| If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under the rules of the New York Stock Exchange (“NYSE”), brokers and other nominees have the discretion to vote on routine matters, such as Proposal 2, but do not have discretion to vote on non-routine matters, such as Proposals 1 and 3. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal 2 and any other routine matters properly presented for a vote at the Annual Meeting. | ||||||||
| Q: | How are abstentions and | |||||||
| A: | Under NYSE rules, brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on a limited number of “routine” proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. Your shares may be voted on Proposal 2 if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions, since the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firms is considered a “routine” proposal. All other items on this year’s ballot are considered “non-routine” proposals under NYSE rules for which brokers may not vote absent voting instructions from the beneficial owner. A “broker non-vote” occurs when a broker or other nominee does not vote on a particular proposal because such broker or nominee does not receive such voting instructions and does not have the discretion to vote the shares. | |||||||
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| Q: | Can I change my vote after I have voted? | |||||||
| A: | Yes. •executing or authorizing, dating and delivering to us a new proxy with a later date that is received no later than April 29, 2022; •voting again via the Internet •sending a written statement revoking your proxy •by Your virtual attendance at the Annual Meeting will not, by itself, Proxy revocation | |||||||
| Q: | Can I find additional information on the Company’s | |||||||
| A: | Yes. Our | |||||||
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PROPOSAL 1: ELECTION OF DIRECTORS
Our nominatingBoard currently consists of six members, including four directors that meet the independence standards of the NYSE. Our Nominating and corporate governance committeeCorporate Governance Committee analyzes the composition of our board of directorsBoard each year. In connection with this review, the nominatingBoard, upon the recommendation of the Nominating and corporate governance committee concluded that each of our current board members should beCorporate Governance Committee, nominated to serve another term. Accordingly, our board of directors agreed with all of these conclusions.
All of the Nominees currently serve as directors untilon the 2020Board and were elected by the stockholders at the 2021 annual meeting and until their successors are duly elected and qualified.of stockholders, except for Mr. Jozoff, who was nominated by the Board for election at the Annual Meeting. The board of directorsBoard anticipates that, if elected, each Nominee will serve as a director. However, if any Nominee is unable to accept election, the proxies will be voted for the election of such other person or persons as the boardBoard may recommend, unless the Board determines to reduce the number of directors may recommend.or to leave a vacant seat on our Board in accordance with the Company’s charter and bylaws.
RECOMMENDATION OF THE BOARD:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS.
The voting requirements for this proposal are described above and in the “Questions“General Information About the Annual Meeting and Answers” section.Voting” section of this Proxy Statement.
7
DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
Information Regarding Director Nominees
We believe that all of the Nominees are intelligent, collegial, insightful, proactive with respect to management and risk oversight, diligent and exercise good judgment. The biographical descriptions below set forth certain information with respect to each Nominee for election as a director at the Annual Meeting, including the age of each Nominee as of the date of this proxy statement,Proxy Statement, and the experience, qualifications, attributes or skills of each Nominee that led us to conclude that such person should serve as a director.
David N. Roberts Chairman of the Board & Chief Executive Officer Age: | Mr. Roberts joined Angelo, Gordon & Co., L.P. ("Angelo Gordon") in 1993 and Due to his senior management and finance experience and his experience as a director of public and private boards, we believe Mr. Roberts should serve as a member of our | |||||||
T.J. Durkin Age: | Mr. Durkin joined Angelo Gordon in 2008 and is a Managing Director, a member of the firm’s Advisory Board, Executive Committee and Co-Head of the firm’s Structured Credit Platform. Due to his vast industry experience and mortgage and structured products expertise, we believe Mr. Durkin should serve as a member of our | |||||||
8
Age: | Committees (prior to May | ||||||
- Audit (Chair) - Compensation | - Audit | ||||||
- Nominating and Corporate Governance (Chair) | ||||||||
Ms. Hess Due to her extensive mortgage banking, finance and real estate experience, her role as the Chief Financial Officer of various publicly traded companies in our sector, and her significant financial, accounting and compliance experience at public companies, we believe Ms. Hess should serve as a member of our | ||||||||
Age: 59 - Audit - Nominating and Corporate Governance Committees (effective May 2, 2022): - Audit (Chair) - Nominating and Corporate Governance | Due to | |||||||
9
Matthew Jozoff Independent Director Nominee Age: 56 Committees (effective May 2, 2022): - Audit - Compensation | Mr. Jozoff is currently a Managing Director at Radkl, a quantitative trading firm for digital assets and cryptocurrencies, where he has served since 2021. Prior to joining Radkl, Mr. Jozoff served in various positions at J.P. Morgan Chase & Co., including as a Managing Director and Co-Head of Fixed Income, Currencies, Commodities and Index Research (2019-2021); Head of Rates and Securitized Products Research (2013-2019); and Head of Mortgage/Securitized Products Research (2006-2013). Prior to joining J.P. Morgan, Mr. Jozoff worked at Goldman Sachs & Co. as a Vice President and Head of Mortgage Strategy from 1997 to 2006 and at Lehman Brothers in its Mortgage Research division from 1991 to 1997. Mr. Jozoff holds a Bachelor of Arts from Princeton University and a Master of Business Administration from the University of Pennsylvania. Due to his extensive experience in the mortgage origination, fixed income and finance industries, we believe Mr. Jozoff should serve as a member of our Board. | |||||||
Peter Linneman Independent Director Age: Committees: - Compensation (Chair) - Nominating and Corporate Governance | Dr. Linneman is currently the Emeritus Albert Sussman Professor of Real Estate, Finance, and Public Policy at the University of Pennsylvania, Wharton School of Business where he has been on the faculty since 1979. At Wharton, he was the Director of the Samuel Zell and Robert Lurie Real Estate Center from 1986-1998 and the Chairperson of the Wharton Real Estate Department from 1994-1997. Due to his extensive academic and business experience in real estate, his understanding of complex financial structures and his experience as a member of several public and private boards, including many real estate investment companies, we believe Dr. Linneman should serve as a member of our | |||||||
Biographical Information Regarding Executive Officers Who Are Not Directors
The following is a list of individuals serving as executive officers of the Company.Company, other than David N. Roberts (our Chairman and Chief Executive Officer) and T.J. Durkin (our President), who serve as members of our Board in addition to their roles as executive officers. For Messrs. Roberts’ and Durkin’s biographical information, see “Information Regarding Director Nominees” above. All of our executive officers serve at the discretion of the board of directors or the chief executive officer.
Board.
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Nicholas Smith Chief Investment Officer Age: 41 | Mr. Smith joined Angelo Gordon’s structured credit team as a Managing Director in April 2021 and was appointed as our Chief Investment Officer, effective April 2021. Prior to joining Angelo Gordon, Mr. Smith was the Head of Non-Agency Residential Mortgage Trading and Asset-Backed Securities Trading at Bank of America Securities. At Bank of America Securities, he led a team of over 30 professionals and built and oversaw the organization’s Whole Loan Purchase Program. Previously, he served as Director on Guggenheim Securities’ Residential Mortgage Trading and Banking team and Bear Stearns’ Residential Mortgage Finance and Trading team. Mr. Smith graduated from Colgate University with a degree in Mathematical Economics. | |||||||
Chief Financial Officer and Treasurer Age: 34 | Mr. Rossiello joined Angelo Gordon’s finance team in 2020 and was appointed as our Chief Financial Officer and Treasurer and a Managing Director of Angelo Gordon, effective January 2021. In this position, Mr. Rossiello also serves as our Principal Financial and Accounting Officer. Mr. Rossiello has previously served as our Controller and interim Principal Accounting Officer during 2020. Prior to joining Angelo Gordon, Mr. Rossiello began his career at Ernst & Young LLP where he was a Senior Manager in the Banking and Capital Markets practice primarily focusing on providing client services to publicly traded companies within the banking and mortgage REIT industry as well as working with private companies within the mortgage origination and servicing industry. Mr. Rossiello holds a B.S. degree in Accounting from the State University of New York at Albany and is a Certified Public Accountant. | |||||||
Jenny B. Neslin General Counsel and Secretary Age: | ||||||||
Andrew Parks Chief Risk Officer Age: | Mr. Parks joined Angelo Gordon in August 2009 as Chief Risk Officer and has served as our Chief Risk Officer since our IPO in July 2011. Before joining Angelo Gordon, Mr. Parks was associated with Morgan Stanley where he served as an Executive Director overseeing the risk management group for the | |||||||
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CORPORATE GOVERNANCE
Board of Directors and Committees
Our Manager manages our day-to-day operations, subject to the supervision and oversight of our board of directors.Board. Our Manager pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of our Manager’s day-to-day duties and obligations arising under our management agreement. Members of our board of directorsBoard are kept informed of our business through discussions with our and our Manager’s executive officers, by reviewing materials provided to them and by participating in meetings of the board of directorsBoard and its committees. A majority of the members of our board of directorsBoard are “independent,” as determined by the requirements of the NYSE and the regulations of the SEC. Our directors also keep informed about our business through supplemental reports and communications provided to them. Our independent directors meet in executive sessions without the presence of our corporateexecutive officers or non-independent directors.
Our board of directorsBoard has formed an audit committee (“Audit Committee”), a compensation committee (“Compensation Committee”) and a nominating and corporate governance committee (“Nominating and Corporate Governance Committee”) and has adopted charters for each of these committees. Each of these committees is composed exclusively of independent directors, as defined by the listing standards of the NYSE and, as it relates to the audit committee,Audit Committee, Rule 10A-3(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Moreover, the compensation committeeCompensation Committee is composed exclusively of individuals intended to be, to the extent provided by Rule 16b-3 of the Exchange Act, non-employee directorsdirectors.
Board Composition and will, at such timesRefreshment
Our Board recognizes the importance of having the right mix of skills, expertise and experience and regularly reviews its capabilities. Our Board is also committed to seeking highly qualified individuals from minority groups (including gender and ethnically/racially diverse groups) to include in the pool from which board nominees are selected. In the past five years, our Board has appointed two women to serve on our Board and, as wea result, one-third of our Board's members are subject to Section 162(m)female.
Our Board further recognizes the importance of refreshment, particularly in light of the Internal Revenue CodeCompany’s new mission beginning in 2021 to focus our investment strategy primarily on acquiring and securitizing newly-originated residential non-agency mortgage loans. For this Annual Meeting, our Board has nominated an independent director for election at the Annual Meeting, Matthew Jozoff, who has substantial mortgage origination and securitization experience. In addition, following our Annual Meeting, our Board of 1986, as amended (the “Code”), qualify as outside directors for purposesDirectors will have an average tenure of Section 162(m) of the Code.5.2 years.
Board Leadership
Our business is conducted day-to-day by our executive officers and our Manager, under the direction of our chief executive officer and the oversight of our board of directors,Board, to enhance long-term value for our stockholders. Our board of directorsBoard is elected by our stockholders on an annual basis to oversee our executive officers and our Manager and to assure that the long-term interests of the stockholders are being served.Manager.
The board of directorsBoard annually appoints a chairman of the board, who may or may not be our chief executive officer. If the individual appointed as chairman of the board is our chief executive officer, the board of directors will also appoint a lead independent director. David N. Roberts has served as chief executive officerChief Executive Officer of the Company since our initial public offering in 2011 and as chairmanChairman of the boardour Board since the 2012 annual meeting of stockholders. In these capacities, Mr. Roberts is involved in both our day-to-day operations and the strategic decision making at the board level.
We believe that it is in the best interests of our stockholders for Mr. Roberts to serve as both chairmanChairman of the boardour Board and chief executive officerChief Executive Officer because of in depth knowledge of our Company as our Chief Executive Officer since our initial public offering as well as his decisive, consistent and effective leadership.
When the individual appointed as Chairman of our Board is also our Chief Executive Officer, which is the case currently with Mr. Roberts serving in both roles, the Board will also appoint a lead independent director. Our current lead independent director is Joseph LaManna, an independent member of our Board. We also believe that having a lead independent director mitigates the riskenhances independent oversight of our chief executive officer also serving as our chairman, which, in certain circumstances, may cause management to have undue influence on a board of directors. Joseph LaManna serves as our lead independent director.Company and management. Our lead independent director chairs executive sessions of the independent directors of the boardBoard and meetings of the full board of directorsBoard when the
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chairman is absent, and otherwise serves as a liaison between the independent directors, the full board of directorsBoard and management.
The board of directorsBoard recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The board of directors understandsBoard believes that there is no single, generally accepted approach to providing board leadership, and the right board leadership structure may vary as circumstances warrant. Consistent with this understanding,belief, our independent directors consider the board’s leadership structure on an annual basis. In connection with such annual review, in March 2022, our Board appointed Debra Hess, an independent member of our Board, to serve as our lead independent director effective May 2, 2022.
Director Independence
Under the corporate governance standards of the NYSE, at least a majority of our directors, and all of the members of our audit, compensationAudit, Compensation and nominatingNominating and corporate governance committees,Corporate Governance Committees, must be “independent,” as such term
is defined in the NYSE Listed Company Manual. The NYSE standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the board of directorsBoard must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). Our board of directorsBoard has affirmatively determined that each of Arthur Ainsberg, Andrew L. Berger, Debra Hess, Joseph LaManna and Peter Linnemanthe following director nominees satisfies the bright-line independence criteria of the NYSE and that none of them has a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of the board of directors.Board: Debra Hess, Dianne Hurley, Matthew Jozoff and Peter Linneman. Therefore, we believe that all of these directors,nominees, who constitute a majority of our board of directors,Board nominees, are independent under the NYSE rules. Additionally, Joseph LaManna, who is not standing for reelection at the Annual Meeting, has been previously determined to be independent by the Board and is currently serving as lead independent director.
The Nominating and Corporate Governance Committee has adopted limits on the number of public company boards on which our independent directors may serve, to enable them to have sufficient time to devote to their duties to the Company. Unless approved by the board of directors,Board, our independent directors may not serve on more than four (4) public company boards, which number includes service on our board of directors.Board. The Company does not limit the number of not-for-profit boards on which our independent directors may serve.
We have implemented procedures for interested parties, including stockholders, to communicate directly with our independent directors. We believe that providing a method for interested parties to communicate directly with our independent directors, rather than the full board of directors,Board, facilitates candid and open communications and provides a more confidential, candid andan efficient method of relaying any interested party’s concerns or comments. See “Communication with the Board of Directors and Independent Directors.”
Nomination of Directors
Before each annual meeting of stockholders, the nominatingNominating and corporate governance committeeCorporate Governance Committee considers the nomination of all directors whose terms expire at the next annual meeting of stockholders and also considers new candidates whenever there is a vacancy on the board of directorsBoard or whenever a vacancy is anticipated due to a change in the size or composition of the board of directors, a retirement of a director or for any other reasons.anticipated. The nominatingNominating and corporate governance committeeCorporate Governance Committee identifies director candidates based on recommendations from directors, stockholders, management and others. The committee may in the future engage the services of third-party search firms to assist in identifying or evaluating director candidates. No such firm was engaged in 2018.
Our nominatingNominating and corporate governance committeeCorporate Governance Committee charter provides that the nominatingNominating and corporate governance committeeCorporate Governance Committee will consider nominationsrecommendations for board membership by stockholders. The rules that must be followed to submit nominations are contained in our bylawsNominating and includeCorporate Governance Committee considers candidates proposed by stockholders and evaluates them using the following: (i) the nomination must be received by the committee at least 120 days, but not more than 150 days, before the first anniversary of the mailing datesame criteria as for proxy materials applicable to the annual meeting prior to the annual meeting for which such nomination is proposed for submission and (ii) the nominating stockholder must submit certain information regarding the director nominee, including the nominee’s written consent.other candidates.
The nominatingNominating and corporate governance committeeCorporate Governance Committee evaluates annually the effectiveness of the board of directorsBoard as a whole and of each committee and conducts an annual assessment of each independent director. The nominatingNominating and corporate governance committeeCorporate Governance Committee also identifies any areasarea in which the board of directorsBoard would be better served by adding new members with different skills, backgrounds or areas of experience. The board of directorsBoard considers director candidates,
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including those nominated by stockholders, based on a number of factors including: whether the board member will be “independent,” as such term is defined by the NYSE listing standards; whether the candidate possesses the highest personal and professional ethics, integrity and values; and whether the candidate contributes to the overall diversity of the board of directors; and whether the candidate has an inquisitive and objective perspective, practical wisdom and mature judgment.Board. Candidates are also evaluated on their understanding of our business, experience, and willingness to devote adequate time to carrying out their duties, among other things. The nominatingNominating and corporate governance committeeCorporate Governance Committee also monitors the mix of skills, experience and background of the members of the board of directorsBoard to assure that the board of directorsBoard has the necessary composition to effectively perform its oversight function.
While we do not have a formal policy about diversity, the board of directorsour Board is committed to actively seeking highly qualified women and individuals from minority groups (including gender and ethnically/racially diverse groups) to include in the pool from which the board nominees are
selected. Each individual is evaluated in the context of the board of directorsBoard as a whole, with the objective of recommending a group of directors that includes differencesreflects a mix of viewpoint,different viewpoints, professional experience, education, skillskills and other personal qualities and attributes and that can best perpetuatefacilitate the success of the Company’s business and can represent shareholder interests through the exercise of sound judgment, using its diversity of experience.
Corporate Governance Guidelines
Our board of directorsBoard has also adopted corporate governance guidelines, which are available in the corporate governance"Investor Relations - Corporate Governance" section of the Company’s Web Site.our website, www.agmit.com. These guidelines set forth the practices the board of directorsBoard follows with respect to, among other matters, the composition of the Board; director responsibilities; board of directors, director responsibilities, board committees,committees; director access to executive officers, the Manager and independent advisors,advisors; director compensationcompensation; and performance evaluationregular evaluations of the boardperformance of directors.the Board.
Retirement Policy
The board of directorsBoard believes that 75 years of age is an appropriate retirement age for directors. Directors generally will not be nominated for re-electionreelection at any annual shareholdersstockholders meeting following their 75th birthday. However, the Board may determine to waive this policy in individual cases.
Code of Business Conduct and Ethics
Our board of directorsBoard has established a code of business conduct and ethics that applies to our executive officers and directors as well as the employees, executive officers and directors of our affiliates who provide us services (the “Code of Ethics”). Among other matters, our Code of Ethics is designed to deter wrongdoing and to promote:
| • | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | |||||||
| • | accurate, complete, objective, relevant, timely and understandable disclosure in our SEC reports and other public communications; | |||||
| • | compliance with applicable governmental laws, rules and regulations; | |||||
| • | the protection of Company assets, including corporate opportunities and confidential information; | |||||||
| • | prompt internal reporting of violations of the Code of Ethics to appropriate persons identified in the Code of Ethics; and | |||||||
| • | accountability for adherence to the Code of Ethics. | |||||
Any waiver of the Code of Ethics may be made only by our board of directorsBoard or one of our board committees. The Code of Ethics is posted in the corporate governance“Investor Relations-Corporate Governance” section of the Company’s Web Site.our website, www.agmit.com. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics by posting such information on the Company’s Web Site.our website.
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Board’s Role in Risk Oversight
The board of directorsBoard is responsible for overseeing our risk management policies and practices. Our executive officers, including our Chief Risk Officer, who are responsible for our day-to-day risk management practices, regularly present to the board of directorsBoard on our overall risk profile and the processes by which such risks are mitigated. Our Manager also regularly reports to the boardBoard on various matters related to our risk exposure. Through regular and consistent communication, our Manager provides
reasonable assurances to our board of directorsBoard that all of our material operational and investment risks, including among others, liquidity risk, interest rate risk and capital market risk, are beingunderstood and addressed.
Cybersecurity
Cybersecurity is a growing risk for companies. While our Audit Committee is tasked with overseeing cybersecurity risks, it is of particular concern to the full Board, as well. Our Manager reports at least annually to the full Board regarding the steps our Manager is taking to protect the Company and its assets from cyber attacks or intrusions. Our Manager has developed a comprehensive framework that is designed to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact. This framework includes an incident response plan and a third party vendor management program.
Board Meetings and Annual Meeting of Stockholders
The board of directorsBoard held ten18 meetings (including regularly scheduled and special meetings) in 2018,2021, and each director thatwho was a director in 20182021 attended at least 75% of the boardaggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a director) and each(ii) the total number of meetings held by all committees of the Board on which such director also attended at least 75% of his committee meetings.person served (during the periods that such person served). We have a policy that directors attend each annual meeting of stockholders; however, some or all of our directors may be unable to attend the Annual Meeting due to scheduling conflicts or other obligations that may arise.stockholders. All of our directors serving in 2018May 2021 attended the 20182021 annual meeting.meeting of stockholders. The independent directors have the opportunity to meet in executive session at least once per quarter during a regularly scheduled board meeting without management. As the lead independent director, Mr. LaManna presidespresided at the executive sessions of the independent directors.directors in 2021.
Committee Membership
The current committees of the board of directorsBoard are the audit committee,Audit Committee, the compensation committeeCompensation Committee, and the nominatingNominating and corporate governance committee.Corporate Governance Committee. The table below provides current Board committee membership information.information and information regarding the number of meetings held in 2021.
| Director | Audit | Compensation | Nominating and Corporate Governance | ||||||||
| Debra Hess | C, E | M | - | ||||||||
| Dianne Hurley | M, E | — | M | ||||||||
Joseph LaManna(1) | M | M | C, L | ||||||||
| Peter Linneman | - | C | M | ||||||||
| Number of Meetings Held in 2021 | 5 | 5 | 5 | ||||||||
M - Member C - Chairman E - Audit Committee Financial Expert L - Lead Independent Director
(1) Mr. LaManna is not standing for reelection at the Annual Meeting.
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The table below provides our Board committee memberships to be effective as of May 2, 2022 should all of our nominees be elected at the Annual Meeting.
| Director | Audit | Compensation | Nominating and Corporate Governance | |||||||||||
 |  | |||||||||||||
| | |||||||||||||
| Debra Hess | M, E | | | |||||||||||
| C, E | | M | ||||||||||||
| Matthew Jozoff | | M | | |||||||||||
| Peter Linneman | — | | | |||||||||||
Board Committees
Below is a description of each committee of the boardBoard. Each of directors. The board of directorsthe Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee has affirmatively determined that each committee consists entirely of independent directors pursuant to rules established by the NYSE and rules promulgatedadopted a charter, which is available at our website at www.agmit.com under the Exchange Act.heading “Investor Relations – Corporate Governance.”
Audit Committee
Our audit committeeAudit Committee consists of Messrs. Ainsberg, Berger,Mses. Hess and Hurley and Mr. LaManna, and Ms. Hess, each of whom is an independent director and “financially literate” under the rules of the NYSE. Our Board also determined that Mr. AinsbergJozoff, as a prospective Audit Committee member, is an independent director and “financially literate” under the rules of the NYSE. Ms. Hess chairs our audit committeeAudit Committee and serves as oureach of Mses. Hess and Hurley are audit committee financial expert,experts, as that term is defined by the SEC. Our audit committeeAudit Committee assists the board of directorsBoard in overseeing:
•our internal controls over financial reporting;
•our accounting and financial reporting processes;
•the integrity and audits of our consolidated financial statements;
•our compliance with legal and regulatory requirements;
•our information technology security program;
•the qualifications and independence of our independent auditors; and
•the performance of our independent and internal auditors.
Our audit committeeAudit Committee is responsible for engaging independent registered public accounting firms, reviewing with the independent registered public accountants the plans and results of the audit engagement, approving professional services provided by the independent registered public accountants, reviewing the independence of the independent registered public accountants, considering the range of audit and non-audit fees, and reviewing the adequacy of our internal accounting controls.
Compensation Committee
Our compensation committeeCompensation Committee consists of Messrs. Linneman and LaManna Ainsberg, Linneman and Ms. Hess, each of whom is an independent director under the rules of the NYSE. Our Board also determined that Mr. LaMannaJozoff, as a prospective
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Compensation Committee member, is an independent director under the rules of the NYSE. Dr. Linneman chairs our compensation committee.Compensation Committee. The responsibilities of our compensation committeeCompensation Committee include evaluating the performance of our executive officers,officers; reviewing the compensation payable by us, if any, ofto our executive officers,officers; evaluating the performance of our Manager,Manager; reviewing the equity compensation and fees payable to our Manager under the management agreement,agreement; administering our equity incentive plans and any other compensation plans, policies and programs,programs; discharging the board of director’sour Board’s responsibilities relating to compensation payable to our independent directorsdirectors; and reviewing and recommending to the board of directorsBoard compensation plans, policies and programs. No executive officer of the Company is involved in determining or recommending non-executive director compensation levels.
Nominating and Corporate Governance Committee
Our nominatingNominating and corporate governance committeeCorporate Governance Committee consists of Messrs. Berger, LaManna and Linneman and Ms. Hurley, each of whom is an independent director under the rules of the NYSE. Our Board also determined that Ms. Hess, as Nominating and Corporate Governance Committee Chair-elect, is an independent director under the rules of the NYSE. Mr. BergerLaManna chairs our nominatingNominating and corporate governance committee.Corporate Governance Committee. Our nominatingNominating and corporate governance committeeCorporate Governance Committee is responsible for seeking, considering and recommending to our board of directorsBoard qualified candidates for election as directors and recommending a slate of nominees for election as directors at each annual meeting of stockholders. The committee also recommends to our board of directorsBoard the appointment of each of our executive officers. It also periodically prepares and submits to our board of directorsBoard for adoption the committee’s selection criteria for director nominees. It reviews and makes recommendations on matters involving the general operation of our board of directorsBoard and our corporate governance and annually recommends to our board of directorsBoard the nominees for each committee of the board of directors.Board. In addition, the committee annually conducts an evaluation of the performance of our board of directors performance.
Other Committees
Our board of directorsBoard may from time to time establish other committees to facilitate the management of the Company.
Stock Ownership Guidelines
Our minimum share ownership guidelines for directors which were updated on October 31, 2017, require that each director acquire and maintain a minimum number of shares equal to four (4) times the basic annual cash retainer payable to non-employee directors within four years of becoming subject to the guidelines. From time to time, the nominatingNominating and corporate governance committeeCorporate Governance Committee of the board of directorsBoard will review each director’s compliance with the guidelines and may grant exceptions to the guidelines as it deems appropriate. All of our directors are either currently in compliance with the minimum share ownership guidelines or are still within the four year grace period for compliance.
Our minimum share ownership guidelines for executive officers became effective in February 2014 and require that our Chief Executive Officer, President, Chief Investment Officer and Chief Financial Officer acquire and maintain a minimum equity investment in ourthe company of 15,0005,000 shares of our common stock. Any executive officer elected to an office subject to the minimum share ownership guidelines after the minimum share ownership guidelines became effective must be compliant within three years of the date of his or her election. Until the minimum equity investment is met, an executive officer subject to the guidelines must retain all of our common stock granted to him or her as compensation. From time to time, the nominatingNominating and corporate governance committeeCorporate Governance Committee of the board of directorsBoard will review each executive officer’s compliance with the guidelines and may grant exceptions to the guidelines as it deems appropriate and market-competitive on a case-by-case basis. All of our executive officers subject to the minimum share ownership guidelines are currently in compliance therewith.
Policy Prohibiting Pledging and Hedging of Our Securities
Our Policy Prohibiting Pledging and Hedging of AG Mortgage Investment Trust, Inc. Securities which became effective in February 2014, applies to each of our directors and executive officers, and states that each such person is prohibited from (i) making or maintaining any pledges of our securities or otherwise holding our securities in a margin account and (ii) engaging in any
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hedging transactions with respect to our securities, including, without limitation, the use of financial instruments, such as prepaid variable forward contracts, equity swaps, collars or exchange funds.
Compensation Committee Interlocks and Insider Participation
Our compensation committee is comprisedCompensation Committee consists solely of the following independent, non-employee directors: Messrs. Linneman and LaManna Ainsberg, Linneman and Ms. Hess. None of the members of our compensation committeeCompensation Committee, nor any prospective member of our Compensation Committee, is or has been an employee or officer of us or any of our affiliates. NoneDuring 2021, none of ourthe Company's executive officers currently serves, or duringserved on the past fiscal year has served, as a member of the board of directors or compensation committee (or other committee serving an equivalent function) of another entity that has one or morewhose executive officers servingserved on our board of directorsthe Compensation Committee or compensation committee.Board.
Communication with the Board of Directors and Independent Directors
Our board of directorsBoard or any individual director may be contacted by any party via mail at the address listed below:
Board of Directors
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167
Attn: General Counsel
We believe that providing a method for interested parties to communicate directly with our independent directors, rather than the full board of directors,Board, provides a confidential, candid, and efficient method of relaying any interested party’s concerns or comments. As discussed above, our lead independent director is Mr. LaManna.LaManna and, effective as of May 2, 2022, our lead independent director will be Ms. Hess. The independent directors can be contacted by any party via mail at the address listed below:
Independent Directors
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167
Attn: General Counsel
The Company does not screen mail except when warranted for security purposes, and all letterscorrespondence will be forwarded to our board of directors,Board, any specified committee or individual directors.directors as specified in the correspondence.
CORPORATE SOCIAL RESPONSIBILITY
Angelo Gordon is committed to corporate social responsibility. We recognize the importance of developing a strong corporate social responsibility program, including environmental, social and governance ("ESG") policies, and believe that the implementation of such a program benefits Angelo Gordon's employees and supports long-term value creation for our stockholders. Angelo Gordon's values of integrity, fairness, honesty and entrepreneurship guide our business and commitment to social responsibility. Angelo Gordon's corporate social responsibility strategy consists of four pillars:
•Diversity & Inclusion;
•Operational Impact / Governance;
•Responsible Investing; and
•Community Engagement.
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Diversity & Inclusion
Angelo Gordon's diversity and inclusion policies are organized around three pillars: (1) education, (2) attraction, and (3) retention / development.
Educate: Angelo Gordon regularly conducts diversity and inclusion trainings with leadership and across the firm, promoting a diverse and inclusive culture where all voices are welcomed and heard.
Attract: Angelo Gordon supports diverse recruitment, opportunity, and retention through its active partnerships with diverse recruitment organizations and diversity and inclusion-focused initiatives, such as:
•Girls Who Invest;
•Seizing Every Opportunity (SEO);
•FastTrack;
•iMentor;
•Posse Foundation; and
•Toigo Foundation.
Hiring managers at Angelo Gordon are expected to expand diversity in prospective candidate pools and are required to attend additional diversity and inclusion training and workshops.
Retain and Develop: The AG Diversity Council and AG Women's Network drive networking, awareness and engagement initiatives.
Further, our Board is committed to seeking highly qualified individuals from minority groups (including gender and ethnically / racially diverse groups) to include in the pool from which board nominees are selected. One-third of the members of our Board of Directors are female.
Operational Impact / Governance
We are committed to good corporate governance practices that strengthen alignment of interests with our stockholders. We have adopted and adhere to a Code of Business Conduct and Ethics covering, among other things, compliance with laws, rules and regulations, avoidance and management of conflicts of interest, strict prohibitions against insider trading, usurping corporate opportunities, and discrimination and harassment, in addition to general provisions ensuring that employees act honestly and ethically. As an extension of these policies, we maintain a whistleblower / ethics hotline with anonymous reporting options. This code is applicable to our directors and to all of Angelo Gordon's employees who provide services to us, including our officers.
Further examples of our strong governance framework include:
•2/3 of our Board members are independent and our Board establishes a lead independent director;
•33% of our Board members are female;
•We are committed to Board refreshment (5.2 years average director tenure following the Annual Meeting);
•Shares received as director compensation are subject to a lock-up for the duration of such director's tenure;
•Established common stock ownership minimums, with a policy prohibiting pledging or hedging;
•We do not have a classified board and we hold annual elections of directors;
•Adopted Corporate Governance Guidelines & Code of Business Conduct and Ethics;
•Our Board and each committee conduct annual self-assessments;
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•Our Board committees are comprised solely of independent directors; and
•Regular meetings of independent directors without management and with independent auditors.
In addition, Angelo Gordon embraces opportunities to reduce our environmental impact. Angelo Gordon has invested in best-in-class compliance, risk and internal control processes and platforms, delivered by teams with deep industry and firm experience. Angelo Gordon has robust cyber-security monitoring and action plans, safeguarding investor and firm information and data. Angelo Gordon is also a signatory of the Standard Board for Alternative Investments (SBAI).
Further, our principal office is headquartered in a LEED Gold Certified Building with close access to a major public transportation hub, enabling Angelo Gordon's employees to commute efficiently.
Responsible Investing
Angelo Gordon promotes responsible investing principles in many ways, including:
•Established ESG policy for its residential and consumer debt business which integrates environmental, social and governance factors into our investment strategy;
•Participated in industry recognized transactions generated by its partnerships with community development financial institutions (CDFIs);
•Became a signatory to the UN Principles of Responsible Investing (PRI) in October 2021; and
•Implemented a robust due diligence process, including an anti-money laundering (AML) policy, with established Know-Your-Customer (KYC) procedures.
◦Utilizing industry tools to mitigate environmental, geographic, and climate-related risks.
In addition, in December 2021, Angelo Gordon hired a dedicated Head of ESG to lead and drive a best-in-class, strategic approach to ESG integration and opportunity across Angelo Gordon's global platform.
Community Engagement
Angelo Gordon has a long history of supporting its employees' dedication of time, resources and passion in having a positive impact on the communities in which they live and work. Angelo Gordon's philanthropic platform, AG Gives, focuses on:
•Volunteering opportunities for employees through partnerships such as:
◦NYC Cares
◦Habitat for Humanity
◦SuitUp
◦iMentor
•Charitable giving to support community organizations and initiatives and other non-profits through financial, in-kind and other donations, including clothing and food drives.
◦Angelo Gordon supports employee charitable contributions with a targeted matching program
•Educating Angelo Gordon employees about issues facing different communities, how various organizations are responding, and how employees can get involved or provide support.
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committeeAudit Committee of our board of directorsBoard has recommendedappointed the accounting firm of PricewaterhouseCoopers LLP for reappointment as our independent registered public accountants for the year ending December 31, 2019, subject to2022, and recommended the ratification of this appointment by our stockholders. PricewaterhouseCoopers LLP has served as our independent registered public accountants since our initial public offering in July 2011 and is considered by our management to be well qualified.
We expect that a representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting will be given the opportunity to make a statement if he or she so desires and will also be available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD:
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.2022.
The voting requirements for this proposal are described above and in the “Questions and Answers”“General Information About The Annual Meeting And Voting” section.
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AUDIT COMMITTEE MATTERS
Fee Disclosure
The following is a summary of the fees billed to the Company by PricewaterhouseCoopers LLP for professional services rendered for the fiscal years ended December 31, 20182021 and 2017:2020:
| Fiscal Year Ended December 31, | ||||||||||||||||
| Fiscal Year Ended December 31, | 2021 | 2020 | ||||||||||||||
| 2018 | 2017 | |||||||||||||||
| Audit Fees | $ | 1,359,900 | $ | 1,265,100 | ||||||||||||
Audit Fees(1) | Audit Fees(1) | $1,049,380 | $1,401,475 | |||||||||||||
| Audit-Related Fees | — | — | Audit-Related Fees | — | ||||||||||||
| Tax Fees | 168,700 | 184,300 | ||||||||||||||
Tax Fees(2) | Tax Fees(2) | 184,500 | 199,100 | |||||||||||||
| All Other Fees | — | — | All Other Fees | — | ||||||||||||
| Total | $ | 1,528,600 | $ | 1,449,400 | Total | $1,233,880 | $1,600,575 | |||||||||
(2) “Tax Fees” consist of fees and related expenses billed for professional services for tax compliance, tax advice and tax planning. These services included assistance regarding federal and state tax compliance and tax planning and structuring.
Pre-Approval Policy
All audit, tax and other services provided to us were reviewed and pre-approved by the audit committee. The audit committee concluded that the provision of such services by PricewaterhouseCoopers LLP was compatibleAudit Committee in accordance with the maintenanceterms of the Audit Committee’s charter. In addition, our Audit Committee has established a pre-approval policy pursuant to which a list of specific services within certain categories of services, including audit, audit-related, tax and other services, are specifically pre-approved, subject to an aggregate maximum fee established annually and payable by the Company for each category of pre-approved services. Any service that firm’s independenceis not included in the conductapproved list of its auditing functions. Circumstances may arise during the following twelve-month period when it may become necessary to engage PricewaterhouseCoopers LLP to provide additional services or additional effort that were not contemplated in the original pre-approval by the audit committee. Such additional services require separate approvalmust be separately pre-approved by the Audit Committee. In addition, all audit and permissible non-audit services in excess of the pre-approved fee level, whether or not included on the pre-approved list of services, must be separately pre-approved by the Audit Committee.
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AUDIT COMMITTEE REPORT
The audit committee (the “Audit Committee”) of the board of directors (the “Board”) of AG Mortgage Investment Trust, Inc. (the “Company”) has furnished the following report to stockholders of the Company in accordance with rules adopted by the Securities and Exchange Commission (the “SEC”). The Audit Committee is composed of three directors, each of whom is independent and "financially literate" under the rules of the NYSE. The Board has determined that each of Ms. Hess and Ms. Hurley is an “audit committee financial expert” as defined by the rules of the SEC. The Audit Committee has the duties and powers described in its written charter adopted by the Board on February 26, 2020. A copy of the charter is available on the Company's website at www.agmit.com.
The Company’s management has primary responsibility for establishing and maintaining effective internal controls over financial reporting, preparing the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles, and managing the public reporting process. PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm (“PwC”), is responsible for forming and expressing opinions on the conformity of the Company’s audited consolidated financial statements in accordance with U.S. generally accepted accounting principles, in all material respects, and on the effectiveness of the Company’s internal controlcontrols over financial reporting.
The audit committeeAudit Committee reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2018,2021, including a discussion of the acceptability and appropriateness of significant accounting policies and management’s assessment of the effectiveness of the Company’s internal controlcontrols over financial reporting. The audit committeeAudit Committee discussed with the Company’s independent registered public accounting firm matters related to the conduct of the audits of the Company’s consolidated financial statements and internal controlcontrols over financial reporting. The audit committeeAudit Committee also reviewed with management and the independent registered public accounting firm the reasonableness of significant estimates and judgments made in preparing the consolidated financial statements, as well as the clarity of the disclosures in the consolidated financial statements and related notes. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company's financial statements.
The audit committeeAudit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, Communications with Audit Committees. These discussions included, among other things:
The audit committeeAudit Committee has also received and reviewed the written communications from PwC as required by the applicable requirements of the PCAOB Rules, including Rule 3526, “Communicationregarding PwC's communications with the Audit Committees Concerning Independence,”Committee concerning independence and has discussed with PwC theirits independence. In connection with those discussions, PwC advised the audit committee that it identified an issue related to its independence under Rule 2-01 (c)(1)(ii)(A) of Regulation S-X (referred to as the “Loan Rule”).
By the audit committeeAudit Committee
Joseph LaManna
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PROPOSAL 3: APPROVAL ON AN ADVISORY VOTE APPROVINGBASIS OF OUR EXECUTIVE COMPENSATION
At our 2018 annual meeting, we asked our stockholders to vote, on an advisory basis, to recommend the frequency with which we would provide future advisory votes on named executive officer compensation. At our 2018 annual meeting, 98% of our stockholders who voted on the "say“say on frequency"frequency” proposal voted, on an advisory basis, to hold future advisory votes on named executive officer compensation each year. Taking into consideration the recommendation of the stockholders, our board of directorsBoard elected to hold advisory votes on named executive officer compensation each year. In the future, our board of directorsBoard may reconsider the frequency with which we hold advisory votes on named executive officer compensation.
Our board of directorsBoard is committed to corporate governance best practices and recognizes the significant interest of stockholders in executive compensation matters. We are providing this advisory vote as required pursuant to the rules of the SEC. We are asking our stockholders to indicate their support for our named executive officer compensation as disclosed in this proxy statement.Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall policies and practices that apply to the compensation of our named executive officers. We will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 20192022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosure.”
While this vote is advisory and not binding on us or the compensation committee,Compensation Committee, it will provide information to us and the compensation committeeCompensation Committee regarding stockholder sentiment about our executive compensation policies and practices. Our board of directorsBoard and our compensation committeeCompensation Committee value the opinions of our stockholders. ToIn the extentevent there is anya significant vote against the named executive officer compensation as disclosed in this proxy statement,Proxy Statement, we will consider our stockholders’ concerns, and the compensation committeeCompensation Committee will evaluate whether any actions are necessary to address those concerns.
As described in detail under the heading “Executive Compensation” below, we are externally managed by AG REIT Management, LLC, our Manager, pursuant to the management agreement between our Manager and us. Our Manager pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of our Manager’s day-to-day duties and obligations arising under our management agreement. In 2018,2021, we did not have any employees whom we compensated directly with salaries,salary, other cash compensation or stock-based compensation. A portion of our named executive officers’ compensation was paid out of funds from the management fees we pay to our Manager and the expense reimbursement we pay to our Manager. We have not paid, and do not intend to pay, any cash compensation to our named executive officers. We do not provide our named executive officers with pension benefits, termination payments or other incidental payments.
RECOMMENDATION OF THE BOARD:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF OUR EXECUTIVE COMPENSATION.
The voting requirements for this proposal are described in the “Questions“General Information About the Annual Meeting and Answers”Voting” section above.
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EXECUTIVE COMPENSATION
Named Executive Officers
Our named executive officers for 2021 were:
| Name | Title | |||||||
| David N. Roberts | Chairman and Chief Executive Officer | |||||||
T.J. Durkin(1) | President | |||||||
| Anthony Rossiello | Chief Financial Officer and Treasurer | |||||||
Nicholas Smith(1) | Chief Investment Officer | |||||||
| Andrew Parks | Chief Risk Officer | |||||||
Jenny B. Neslin(2) | General Counsel and Secretary | |||||||
Christopher D. Moore(2) | Former General Counsel and Secretary | |||||||
(1) On March 31, 2021, the Board appointed Mr. Durkin, then serving as the Company's Chief Investment Officer, as President of the Company and Mr. Smith as Chief Investment Officer of the Company, each effective on April 12, 2021. Mr. Durkin resigned as the Company's Chief Investment Officer effective April 12, 2021 to facilitate Mr. Smith's appointment.
(2) On March 31, 2021, the Board appointed Ms. Neslin as General Counsel & Secretary of the Company, effective on April 5, 2021. Mr. Moore resigned effective April 5, 2021 to facilitate Ms. Neslin's appointment.
Compensation Discussion and Analysis
Our Compensation Discussion and Analysis describes our compensation program, objectives and policies for the executive officers named in this proxy statementProxy Statement and our executive officers generally.
Overview of Compensation Program
We have no employees. We are externally managed by our Manager, pursuant to a management agreement between our Manager and us. Because the management agreement provides that our Manager is responsible for managing our affairs, our executive officers, all of whom are employees of our Manager or an affiliate of our Manager, do not receive cash compensation from us. Instead, our executive officers are compensated by our Manager or an affiliate of our Manager, in part, with the management fee we pay to our Manager and with the expense reimbursement we provide to our Manager related to compensation. The management agreement provides for our reimbursement to the Manager of the allocable share of annual base salary, bonus, and any related withholding taxes and employee benefits paid to our chief financial officer, general counsel and other non-investment personnel based on the percentage of time those individuals spent on our affairs or another agreed upon methodology fair to the Company. We do not determine the compensation payable to personnel, including our executive officers, by our Manager or its affiliates. Our Manager or its affiliates, in their discretion, determine the levels of base salary, cash incentive compensation and other benefits earned by our executive officers. We have reported the compensation that we reimburse to our Manager for our named executive officers in the Summary Compensation Table and in “Other Matters - Certain Relationships and Related Transactions” set forth below.
Cash and Other Compensation
Our named executive officers and other personnel who conduct our business are employees of our Manager or its affiliates. Accordingly, we do not pay or accrue any salariessalary or bonusesbonus for our executive officers.
Equity-Based Compensation
Our compensation committeeCompensation Committee may, from time to time, grant equity awards in the form of restricted stock, stock options, restricted stock units or other types of awards to our Manager or to our named executive officers pursuant to our equity incentive plans. These awards are designed to align the interests of our named executive officers with those of our stockholders by allowing our named executive officers to share in the creation of value for our
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stockholders through stock appreciation and dividends. These equity awards are generally subject to vesting requirements over a number of years and are designed to promote the retention of management and to achieve strong performance for our Company. These awards further provide flexibility to us in enabling our Manager to attract, motivate and retain talented individuals.
Notwithstanding the foregoing, following the execution of the Third Amendment to our management agreement in November 2021 related to the incentive fee, the Compensation Committee no longer expects to continue its historical practice of making periodic equity grants to the Manager pursuant to the Company's 2021 manager equity incentive plan.
We believe our equity-based compensation policies are particularly appropriate since we are an externally managed real estate investment trust, or REIT. REIT regulations require us to pay at least 90% of our earnings to stockholders as dividends. As a result, we believe that our stockholders are principally interested in receiving attractive risk-adjusted dividends and growth in dividends and book value. Accordingly, we want to provide an incentive to our executive officers that rewards success in achieving these goals. Because we do not have the ability to retain a significant amount of earnings, we believe that equity-based awards serve to align the interests of our executive officers with the interests of our stockholders in receiving attractive risk-adjusted dividends and growth. Additionally, we believe that equity-based awards are consistent with our stockholders’ interest in book value growth as these individuals will be incentivized to grow book value for stockholders over time. We believe that this alignment of interests provides an incentive to our executive officers to implement strategies that will enhance our long-term performance and promote growth in dividends and growth in book value.
We have not and do not intend to either backdate stock options or grant stock options retroactively. Presently, we do not have designated dates on which we grant stock option awards. We do not intend to time stock options grants with our release of material nonpublic information for the purpose of affecting the value of executive compensation.
Compensation in 20182021
We did not pay any compensation of any kind to our named executive officers during the year ended December 31, 2018.2021. We do not provide any of our executive officers with any cash compensation, pension benefits or nonqualifiednon-qualified deferred compensation plans. We have reported theThe compensation that we reimbursereimbursed to our Manager for our named executive officersallocable share of the 2021 compensation of our Chief Financial Officer, Chief Risk Officer and General Counsel is discussed in the Summary Compensation Table set forth below.this Proxy Statement in “Other Matters – Certain Relationships and Related Transactions – Management Agreement.”
For 2021, the fiscal year ended December 31, 2018, 63.6%, or $6.1named executive officers as a group received aggregate salaries of $0.8 million and aggregate performance-based incentive bonuses for 2021 of the management fee paid by the Company to$8.2 million from the Manager, would have been allocable to named executive officer compensation based on the percentage of time such officers spent managing our affairs ifof the Company. These amounts collectively represent 132% of the aggregate management fees the Company reimbursedpaid to the Manager for allduring 2021. On an aggregated basis, based on the percentage of itstime the named executive officer compensation. Of thisofficers spent managing affairs of the Company, such officers received 8.7% of their total compensation 9.2% was fixedin the form of base salaries and 90.8% was variable orthe remaining 91.3% in the form of performance-based incentive pay.bonuses. The performance-based incentive bonuses for 2021 include awards of our common stock made by our Manager to certain of our named executive officers. Such awards are subject to time-based vesting conditions.
Our Manager and its affiliates do not use a specific formula to calculate the variable or incentive pay portion of our named executive officers’ compensation. Additionally, our Manager and its affiliates do not explicitly set future
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variable or incentive compensation on the basis of the compensation the named executive officers earned in prior years. Generally, in determining each executive’s variable or incentive pay, our Manager and its affiliates will take into account factors such as the individual’s position, his or her contribution to our Company and market practices, and the recommendations of our compensation committee.practices. We did not, nor did our Manager or its affiliates, retain a compensation consultant in connection with the compensation of our named executive officers in 2018.
2021.
Summary Compensation Table
Our named executive officers are not our employees and are not paid compensation by us. We have not paid any compensation to our named executive officers for the years ended December 31, 2019, December 31, 2020 or December 31, 2021.
Grants of Plan Based Awards in 20182021
We did not grant any shares of restricted stock, options, restricted stock units or other incentive compensation to our named executive officers during the year ended December 31, 2018.2021.
Outstanding Equity Awards at Fiscal Year-End
As of December 31, 2018,2021, there werewas no outstanding awardsaward of equity made to any of our named executive officers.
Options Exercised and Stock Vested
As of December 31, 2018,2021, we had not issued any outstanding options to purchase shares of common stock to any of our named executive officers. No optionsoption to purchase shares of our common stock or restricted shares of common stock forgranted by the Company to any of our named executive officers vested in 2018.2021.
Pension Benefits
We do not provide any of our named executive officers with pension benefits.
Nonqualified Deferred Compensation
We do not provide any of our named executive officers with any nonqualified deferred compensation plans.
Potential Payments Upon Termination of Employment
We do not have any employment agreementsagreement with any of our named executive officers and are not obligated to make any paymentspayment to them upon termination of employment.
Potential Post-Employment Payments and Payments on a Change in Control
We do not have any employment agreements with any of our named executive officers and are not obligated to make any post-employment payments to them or any payments upon a change of control, except as described above related to the vesting of equity-based awards upon a change of control.
Compensation Policies and Practices as They Relate to Risk Management
We did not pay any compensation of any kind to our named executive officers and did not have any employees during the year ended December 31, 2018.2021. Therefore, our compensation policies and practices are not reasonably likely to have a material adverse effect on us. We pay our Manager a management fee that is a percentage of our stockholders’ equity, as that term is defined in the management agreement. We believe this management fee structure helps guard against our Manager making higher risk investments to achieve higher management fees as might be the case if the management fee was based on total assets or returns on investments. In addition, beginning with the 2023 calendar year, our Manager has the ability to earn an incentive fee that is based, in large part, upon our
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achievement of targeted levels of adjusted net income, as calculated in accordance with the management agreement. The incentive fee is computed and paid annually generally on adjusted net income that includes unrealized gains driven by mark-to-market increases on investments. The incentive fee is payable in cash or, at the Board's option, in shares of our common stock. We have designed our compensation policy in an effort to provide the proper incentives to our executive officers and our Manager to maximize our performance in order to serve the best interests of our stockholders. These compensation policies and practices do not place undue emphasis on or incentivize the maximization of net income at the expense of other criteria, such as preservation of capital. Our board of directorsBoard monitors our compensation policies and practices to determine whether our risk management objectives are being met.
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COMPENSATION COMMITTEE REPORT
The compensation committeeCompensation Committee of the Board of AG Mortgage Investment Trust, Inc. (the "Company") has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statementProxy Statement with management of the Company. Based on that review and discussion, the compensation committeeCompensation Committee recommended to the board of directorsBoard (and the board of directorsBoard has approved) that the Compensation Discussion and Analysis be included in the Company’s proxy statement.Proxy Statement.
By the compensation committeeCompensation Committee
Debra Hess
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Name and Principal Position | Year | Salary (1) | Bonus (1) | Stock Awards(2) | All Other Compensation(1)(3) | Total | ||||||||||||||||
| Brian C. Sigman | 2018 | $ | 195,000 | $ | 1,013,870 | $ | — | $ | 50,585 | $ | 1,259,455 | |||||||||||
| Chief Financial Officer | 2017 | 130,000 | 945,750 | — | 58,510 | 1,134,260 | ||||||||||||||||
| 2016 | 130,000 | 863,200 | — | 50,149 | 1,043,349 | |||||||||||||||||
| Andrew Parks | 2018 | $ | 30,000 | $ | 120,000 | $ | — | $ | 7,323 | $ | 157,323 | |||||||||||
| Chief Risk Officer | 2017 | 20,000 | 120,000 | — | 8,402 | 148,402 | ||||||||||||||||
| 2016 | 20,000 | 120,000 | — | — | 140,000 | |||||||||||||||||
| Raul E. Moreno | 2018 | $ | 168,750 | $ | 206,250 | $ | — | $ | 40,980 | $ | 415,980 | |||||||||||
| General Counsel | 2017 | 150,000 | 187,500 | — | 44,540 | 382,040 | ||||||||||||||||
| 2016 | 162,432 | 162,432 | — | 37,672 | 362,536 | |||||||||||||||||
DIRECTOR COMPENSATION
Director Compensation
Our Compensation Committee is responsible for 2018discharging our Board’s responsibilities relating to compensation payable to our non-employee directors. Our Compensation Committee annually evaluates compensation paid to our non-employee directors and may, from time to time, recommend to the full Board changes to such compensation as appropriate. Our Compensation Committee did not retain a compensation consultant in connection with establishing the compensation paid to our non-employee directors for 2021. The Company does not pay director compensation to directors who are also employees of our Manager or its affiliates (i.e., David N. Roberts and T.J. Durkin).
Each member of our board of directorsBoard who is not an employee of our Manager or its affiliates received annual compensation for service as a director during 20182021 as follows:
•Each non-employee director receivedreceives an annual base fee for services in the amount of $160,000, $80,000$150,000, of which $70,000 is payable on a quarterly basis in unrestricted cash and the other $80,000 of which is payable on a quarterly basis in shares of restricted common stock.
•The lead independent director receives an additional annual fee of $25,000.
•In addition, the chair of our Audit Committee receives an annual fee of $25,000, and the chairs of our Compensation and Nominating and Corporate Governance Committees each receive an annual fee of $10,000.
2021 Director Compensation Table
The following table summarizes the compensation that we paid to our non-employee directors for their services in fiscal year 2021:
| Name | Fees Earned or Paid in Cash(1) | Stock Awards | Total | ||||||||
| Debra Hess | $95,012 | $79,988 | $175,000 | ||||||||
| Joseph LaManna | 105,012 | 79,988 | 185,000 | ||||||||
| Peter Linneman | 80,012 | 79,988 | 160,000 | ||||||||
| Dianne Hurley | 70,012 | 79,988 | 150,000 | ||||||||
(1) Amounts include cash in lieu of fractional shares relating to the portion of the annual compensation paid in stock.
The annual cash and equity compensation for our non-employee directors is paid quarterly in arrears. The number of shares of restricted common stock thatto be issued each quarter to each non-employee director is determined based on the average of the high and low prices of the Company’s common stock on the New York Stock Exchange on the last trading day of each fiscal quarter. In addition, the restricted common stock issued to non-employee directors may not be sold or transferred during such director’s term of service on the board of directors.Board.
Each member of our board of directorsBoard is also reimbursed for reasonable out-of-pocket expenses associated with service on our behalfthe Board and Committee thereof and with attendance at or participation in board meetings or committee meetings, including reasonable travel expenses.
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| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | |||||||||
| Arthur Ainsberg | $ | 105,039 | $ | 79,961 | $ | 185,000 | ||||||
| Andrew L. Berger | 90,039 | 79,961 | 170,000 | |||||||||
| Debra Hess | 71,594 | 71,517 | 143,111 | |||||||||
| Joseph LaManna | 105,039 | 79,961 | 185,000 | |||||||||
| Peter Linneman | 80,039 | 79,961 | 160,000 | |||||||||
| David N. Roberts | — | — | — | |||||||||
| T.J. Durkin | — | — | — | |||||||||
| Brian C. Sigman | — | — | — | |||||||||
| Frank Stadelmaier | — | — | — | |||||||||
COMMON STOCK OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND SIGNIFICANT STOCKHOLDERS
Ownership of Common Stock by Directors and Executive Officers
The following table sets forth, as of March 12, 2019,8, 2022, beneficial ownership of the Company’s common stock by each named executive officer, each director and director nominee, and by all directors and executive officers as a group. Beneficial ownership reported in the below table has been presented in accordance with SEC rules. Unless otherwise indicated, all directors and executive officers have sole voting and investment power with respect to the shares shown, and the address of each beneficial owner reported in the below table is c/o AG Mortgage Investment Trust, Inc., 245 Park Avenue, 26th Floor, New York, New York 10167.
| Name of Beneficial Owner | Shares Beneficially Owned | Percent of Class(1) | ||||||
| David N. Roberts | 451,034 | 1.9% | ||||||
| T.J. Durkin | 272,832 | 1.1% | ||||||
| Debra Hess | 21,994 | * | ||||||
| Dianne Hurley | 7,651 | * | ||||||
| Matthew Jozoff | — | — | ||||||
| Peter Linneman | 27,136(2) | * | ||||||
| Joseph LaManna | 46,932 | * | ||||||
| Nicholas Smith | 166,666 | * | ||||||
| Andrew Parks | — | — | ||||||
| Anthony Rossiello | 33,334 | * | ||||||
| Jenny B. Neslin | 50,000 | * | ||||||
| All directors and executive officers as a group (11 persons) | 1,077,579 | 4.5% | ||||||
| Name of Beneficial Owner | Shares Beneficially Owned | Percent of Class(1) | ||||
| David N. Roberts | 248,882 | * | ||||
| T.J. Durkin | 51,833 | * | ||||
| Brian C. Sigman | 44,166 | * | ||||
| Raul E. Moreno | 2,740 | * | ||||
| Andrew Parks | — | * | ||||
| Arthur Ainsberg | 15,023 | * | ||||
| Peter Linneman | 20,798 | (2) | * | |||
| Andrew L. Berger | 24,581 | * | ||||
| Joseph LaManna | 28,581 | * | ||||
| Debra Hess | 4,066 | * | ||||
| All directors and executive officers as a group (10 persons) | 440,670 | 1.37% | ||||
* Represents ownership of less than one percent. |
(1)As of March 8, 2022, we had 23,915,293 shares of our common stock outstanding.
(2)All shares owned by Peter Linneman are held jointly with his spouse.
Ownership of Common Stock by Certain Significant Stockholders
As of March 12, 2019,8, 2022, unless otherwise indicated below, the following are beneficial owners of more than five percent of our outstanding common stock:
| Name and Address of Beneficial Owner | Shares Beneficially Owned | Percent of Class(1) | ||||||
Hill Country Asset Management, LP(2) | 1,882,468 | 7.9% | ||||||
Beach Point Capital Management LP(3) | 1,387,609 | 5.8% | ||||||
(1)As of March 8, 2022, we had 23,915,293 shares of our common stock outstanding.
| Name and Address of Beneficial Owner | Shares Beneficially Owned | Percent of Class(1) | |||
BlackRock, Inc. 40 East 52nd Street New York, NY 10022 | 3,108,342 | (2) | 9.7% | ||
The Vanguard Group Inc. 100 Vanguard Blvd. Malvern, PA 19355 | 2,518,777 | (3) | 7.8% | ||
(3)Information obtained solely by reference to file reports of ownership and changes in ownershipthe amended Schedule 13G filed with the SEC.SEC on February 8, 2022 by Beach Point Capital Management LP ("Beach Point Capital"). Of the reported shares, Beach Point Capital reported that it has sole voting power for 0 shares, shared voting power for 1,387,609 shares, sole
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dispositive power for 0 shares and shared dispositive power for 1,387,609 shares. The SEC regulations require the Company to identify anyone who failed to file a required report or filed a late report during the most recent fiscal year. To the Company’s knowledge, with respect to the fiscal year ended December 31, 2018, all applicable filings were timely filed.address of Beach Point Capital is 1620 26th Street Suite 6000n, Santa Monica, CA 90404.
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OTHER MATTERS
Certain Relationships and Related Transactions
Our Manager is a subsidiary of Angelo Gordon. ThreeTwo of our current directors (David Roberts, T.J. Durkin,executive officers and Brian Sigman), three of our directors/nominated directors (David N. Roberts and T.J. Durkin, and Brian Sigman),Durkin) and all of our other executive officers are employees of Angelo Gordon or its affiliates.
To avoid any actual or perceived conflictsconflict of interest with our Manager, our board of directorsBoard has approved investment guidelines and policies providing that an investment in any security structured or managed by our Manager and its affiliates, and any sale of our assets to our Manager and its affiliates or any entity managed by our Manager and its affiliates, will comply with all applicable law, our compliance policies, and the compliance policies of Angelo Gordon and our Manager. Our independent directors have approved parameters within which our Manager and its affiliates may act as our counterparty and provide broker, dealer and lending services to us in order to enable transactions to occur in an orderly and timely manner. Angelo Gordon and/or our Manager may in the future change then-existing, or adopt additional, conflicts of interest resolution policies and procedures. Our independent directors periodically review our Manager’s and Angelo Gordon’s compliance with these conflicts of interest provisions.
Related Person Transaction Policy
Our board of directorsBoard has adopted a policy (the “Related Person Transaction Policy”) regarding the approval of any “related person transaction,” which is any transaction or series of transactions in which (i) we or any of our subsidiaries is or are to be a participant, (ii) the amount involved exceeds $120,000,one hundred twenty thousand dollars ($120,000), and (iii) a “related person” (as defined under SEC rules) has a direct or indirect material interest. Under the Related Person Transaction Policy, a related person would need to promptly disclose to our Secretary or Assistant Secretary any related person transaction and all material facts about the transaction. Our Secretary or Assistant Secretary, in consultation with outside counsel, to the extent appropriate, would then assess and promptly communicate that information to the audit committeeAudit Committee of our board of directors.Board. Based on its consideration of all of the relevant facts and circumstances, the audit committeeAudit Committee will review, approve or ratify such transactions as appropriate. The audit committeeAudit Committee will not approve or ratify a related person transaction unless it shall have determined that such transaction is in, or is not inconsistent with, our best interests and does not create a conflict of interest. If we become aware of an existing related person transaction that has not been approved under this policy, the transaction will be referred to the audit committeeAudit Committee which will evaluate all options available, including ratification, revision or termination of such transaction. Our Related Person Transaction Policy requires any director who may be interested in a related person transaction to recuse himself or herself from any consideration of such related person transaction.
Affiliated Transactions Policy
Our board of directorsBoard has also adopted a policy (the “Affiliated Transactions Policy”) regarding the approval of any transactionstransaction with affiliates that are not “related persons,” as that term is defined in the Related Person Transaction Policy. The Affiliated Transactions Policy is meant to supplement the existing policies and procedures of the Related Person Transaction Policy. The Affiliated Transactions Policy applies to all transactions between Angelo Gordon, or any entity or account managed by an affiliate of Angelo Gordon, and us (an “Affiliated Transaction”). All Affiliated Transactions must be permitted within our investment guidelines and contractual agreements, comply with applicable law and regulations, satisfy the requirements of Angelo Gordon’s cross trade policy and comply with any other requirement deemed necessary by our General Counsel. Affiliated Transactions that satisfy each of the foregoing criteria are presumed to be fair, reasonable and within the Affiliated Transaction Policy. On a quarterly basis, our management team delivers a complete list and appropriate supporting documentation of the Affiliated Transactions entered into during the quarter to the audit committeeAudit Committee for its review. Based on its consideration of allreview and confirmation to the relevant facts and circumstances, the audit committee will confirm an Affiliated Transaction to ourCompany's independent directors if, in its determination, such Affiliated Transaction is fair, reasonable and within the Affiliated Transactions Policy.directors.
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Management Agreement
We entered into a management agreement with AG REIT Management, LLC, our Manager, in connection with our initial public offering. Our management agreement with our Manager provides for the day-to-day management of our operations. Our Manager pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of our Manager’sits day-to-day duties and obligations arising under our management agreement.
The management agreement requires our Manager to manage our business affairs in conformity with the investment policies that are approved and monitored by our board of directors.Board. Pursuant to the terms of our management agreement, our Manager is obligated to supply us with our management team, including a chief executive officer, chief financial officer and chief investment officer or similar positions, along with appropriate support personnel, to provide the management services to be provided by our Manager to us as described in the management agreement.
We are obligated to reimburse our Manager or its affiliates for the allocable share of the compensation, including, without limitation, annual base salary, bonus, any related withholding taxes and employee benefits, paid to (1)(i) our chief financial officer based on the percentage of his time spent on our affairs, (2)(ii) our general counsel based on the percentage of his time spent on our affairs, and (3)(iii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of our Manager and its affiliates who spend all or a portion of their time managing our affairs based upon the percentage of time devoted by such personnel to our affairs. In their capacities as executive officers or personnel of our Manager or its affiliates, they will devote such portion of their time to our affairs as is necessary to enable us to operate our business. For the yearyears ended December 31, 2018,2021 and December 31, 2020, the Company recorded $7.2$6.3 million and $7.4 million, respectively, of reimbursable expenses payable to the Manager. The Manager, waivedof which approximately $1.5 million and $1.2 million, respectively, related to the Company’s allocable share of annual compensation reimbursed to our Manager for our Chief Financial Officer, Chief Risk Officer, and General Counsel based on the percentage of time such officers spent on the Company’s affairs. For the year ended December 31, 2021, the Manager agreed to waive its right to receive expense reimbursements of $0.5 million for$0.8 million.
Pursuant to the yearmanagement agreement, we pay to our Manager a management fee, calculated and payable quarterly in arrears in an amount equal to 1.50% of our Stockholders’ Equity, per annum. For the years ended December 31, 2018.2021 and December 31, 2020, our Manager earned management fees of $6.8 million and $7.2 million, respectively.
On April 6, 2020, we executed an amendment to the management agreement, pursuant to which the Manager agreed to defer our payment of the management fee and reimbursement of expenses, effective the first quarter of 2020 through September 30, 2020. All deferred expense reimbursements were paid as of September 30, 2020.
On September 24, 2020, we executed an amendment (the “Second Amendment”) to the management agreement, pursuant to which the Manager agreed to receive a portion of the deferred base management fee in shares of common stock. Pursuant to the Second Amendment, the Manager agreed to purchase (i) 405,123 shares of common stock in full satisfaction of the deferred base management fee of $3.8 million payable by us in respect to the first and second quarters of 2020 and (ii) 51,500 shares of common stock in satisfaction of $0.5 million of the base management fee payable by us in respect to the third quarter of 2020. The shares of common stock issued to the Manager were valued at $9.45 per share based on the midpoint of the estimated range of our book value per share as of August 31, 2020. The remaining third quarter 2020 management fee was paid in the normal course of business.
On November 22, 2021, we executed an amendment (the “Third Amendment”) to the management agreement, pursuant to which we agreed to include an incentive fee, in addition to a base management fee. Pursuant to the Third Amendment, the Manager waived the annual incentive fee with respect to the fiscal years ending December 31, 2021 and December 31, 2022, and the annual incentive fee will first be payable with respect to the fiscal year ending December 31, 2023.
The annual incentive fee with respect to each applicable fiscal year will be equal to 15% of the amount by which our cumulative adjusted net income from the date of the Third Amendment exceeds the cumulative hurdle amount, which represents an 8% return (cumulative, but not compounding) on an equity hurdle base consisting of the sum of
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(i) our adjusted book value (calculated in the manner described in our public filings) as of October 31, 2021, (ii) $80.0 million, and (iii) the gross proceeds of any subsequent public or private common stock offerings by us. The annual incentive fee will be payable in cash, or, at the option of our Board of Directors, shares of our common stock or a combination of cash and shares.
The initial term of the management agreement was three years. ThePursuant to the Third Amendment, the term of the management agreement renewswas extended until June 30, 2023, unless earlier terminated in accordance with its terms. Thereafter, the management agreement will continue to renew automatically each year for an additional one-year period, unless wethe Company or the Manager exercise theirits respective termination rights. As of the date hereof, no event of termination has occurred. Our Manager is entitled to receive a termination fee from us should the Management Agreementmanagement agreement be terminated under certain circumstances.
Secured debt
On April 10, 2020, in connection with the indemnitees servicefirst of a series of forbearance agreements (collectively, the "Forbearance Agreement"), we issued a secured promissory note (the "Note") to the Company. No director or officer will be entitledManager evidencing a $10 million loan (the "First Loan") made by the Manager to indemnification ifus. Additionally, on April 27, 2020, in connection with the second Forbearance Agreement, we entered into an amendment to the Note to reflect an additional $10 million loan (the "Second Loan") by the Manager to us. The First Loan was repaid in full with interest when it is established that onematured on March 31, 2021, and the Second Loan was repaid in full with interest when it matured on July 27, 2020. The unpaid balance of the prohibitions against indemnification under Maryland law exists.Note accrued interest at a rate of 6.0% per annum. Interest on the Note was payable monthly in kind through the addition of such accrued monthly interest to the outstanding principal balance of the Note.
Common Stock Offering
On November 17, 2021, we, along with the Manager, entered into an underwriting agreement (the "Underwriting Agreement"), with Credit Suisse Securities (USA) LLC, JMP Securities LLC, and Wells Fargo Securities, LLC, as representatives of the underwriters (the "Underwriters"), for the issuance and sale of 7,000,000 shares of our common stock. We also provided the Underwriters a 30-day option to purchase up to an additional 1,050,000 shares of Common Stock. The transaction contemplated by the Underwriting Agreement closed on November 22, 2021, with the Underwriters' option exercised and closed on December 15, 2021. The Manager and David N. Roberts, our Chairman and Chief Executive Officer, participated in the underwritten offering and purchased 700,000 and 200,000 shares of our common stock, respectively, at the public offering price of $10.25 per share and such purchases were not subject to any underwriting discounts or commissions.
Transactions with Red Creek Asset ManagerManagement LLC
In connection with ourthe Company’s investments in residential mortgage loans, and securitized whole loans, we may engagethe Company engages asset managers to provide advisory, consultation, asset management and other services to formulate and implement strategic plans to help our third-party servicers manage, collect and dispose of loans in a manner that is reasonably expected to maximize the amount of proceeds from each loan. Beginning in November 2015, weservices. The Company engaged Red Creek Asset Management LLC (“("Asset Manager”Manager"), an affiliate of the Manager and a direct subsidiary of Angelo Gordon, as the asset manager for certain of ourits residential loans and securitized wholemortgage loans. The Asset Manager acknowledges that we will at all times have and retain ownership of all loans and thatCompany pays the Asset Manager will not acquire (i) title to any loan, (ii) any security interest in any loan, or (iii) any other rights or interests of any kind or any nature whatsoever in or to any loan. We pay separate arm’s-length asset management fees (asas assessed and confirmed periodically by a third partythird-party valuation firm) for the Asset Manager’s services related to non-performing loans and reperforming loans. For the year ended December 31, 2018, thefirm. The fees paid by usthe Company to the Asset Manager totaled $376,055.$2.2 million and $2.7 million for the years ended December 31, 2021 and 2020, respectively.
Transactions with Arc Home
On December 9, 2015, we,the Company, alongside private funds under the management ofmanaged by Angelo Gordon, through AG Arc LLC, one of ourthe Company’s indirect subsidiaries (“affiliates ("AG Arc”Arc"), entered into the Amended and Restated Limited Liability Company Agreement offormed Arc Home LLC (“("Arc Home”Home"), a Delaware limited liability company.. The Company has an approximate 44.6% interest in AG Arc. Arc Home through its subsidiary, originates conforming, Government, Jumbo and other non-conforming residential mortgage loans and retains the associated mortgage
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servicing rights as well as purchases additional mortgage servicing rights from third-party sellers andassociated with the loans it originates. Arc Home is led by an external management team. The Board of Managers of Arc Home consists of three members appointed by us and affiliates of our Manager. Our investment in Arc Home had a fair value of $20.4$53.4 million onand $45.3 million as of December 31, 2018.2021 and December 31, 2020, respectively.
Arc Home may sell loans to usthe Company, to third-parties, or to affiliates of ourthe Manager. Arc Home may also enter into agreements with us, third parties,third-parties or affiliates of ourthe Manager to sell rights to receive the excess servicing spread related to MSRs that it either purchases from third-parties or originates. The Company, directly or through its MSRs (“Excess MSRs”). In March 2017,subsidiaries, previously entered into agreements with Arc Home entered into an agreement with us to sellpurchase rights to receive the excess servicing spread related to certain of Arc Home's MSRs. As of December 31, 2021, the Company did not hold any of these Excess MSRs. These Excess MSRs andhad a fair value of approximately $3.5 million as of December 31, 2018, these Excess MSRs had fair value of approximately $27.3 million. In connection with our investments in Excess MSRs purchased through2020.
During 2021, Arc Home we paybegan selling sold loans to the Company. Arc Home sold Non-QM Loans and GSE Non-Owner Occupied Loans with an administrative feeunpaid principal balance of $613.7 million and $198.9 million to Arc Home. Forthe Company, respectively, during the year ended December 31, 2018, the administrative fees paid by us to2021.
During 2020, Arc Home totaled $249,845.began selling Non-QM Loans to a private fund under the management of Angelo Gordon. Arc Home sold Non-QM Loans with an unpaid principal balance of $613.3 million and $57.4 million to this affiliate of the Manager during the years ended December 31, 2021 and 2020, respectively.
In August 2017, we,2020, the Company, alongside private funds under the management of Angelo Gordon, sold its Ginnie Mae Excess MSR portfolio to Arc Home for total proceeds of $18.9 million. The portfolio had a total unpaid principal balance of $3.5 billion. The Company's share of the total proceeds approximated $8.5 million, representing its approximate 45% ownership interest. Arc Home subsequently sold its Ginnie Mae MSR portfolio to a third-party.
In July 2021, the Company, alongside private funds under the management of Angelo Gordon, sold its remaining Agency Excess MSRs to Arc Home for total proceeds of $9.9 million. The portfolio had a total unpaid principal balance of $2.0 billion. The Company's share of the total proceeds was $2.7 million, representing its approximate 45% ownership interest. Arc Home subsequently sold its MSR portfolio to a third party.
Mortgage Acquisition Trust I Restructured Financing Arrangement
On August 29, 2017, the Company, alongside private funds managed by Angelo Gordon, formed Mortgage Acquisition Holding I LLC (“MATH”("MATH") to conduct a residential mortgage investment strategy. The Company has an approximate 44.6% interest in MATH. MATH in turn sponsored the formation of an entity called Mortgage Acquisition Trust I LLC (“MATT”("MATT") to purchase predominantly “Non-QMs,” which are residential mortgage loans that are not deemed “qualified mortgage,” or “QM,” loans under the rules of the Consumer Financial Protection Bureau. Non-QMs are not eligible for delivery to Fannie Mae, Freddie Mac, or Ginnie Mae.Non-QM Loans. MATT is expected to makemade an election to be treated as a real estate investment trust beginning with the 2018 tax year. In furtherance of this business, MATH’s sponsoring funds have agreed to provide up to $75.0 million of capital to MATH, of which we agreed to provide $33.4 million for use in this mortgage investment business. As of December 31, 2018, we had funded $19.4 million2021, MATT primarily holds retained tranches from past securitizations which continue to reduce in size due to ongoing principal repayments and the Company does not expect to acquire additional investments within this equity method investment.
On April 3, 2020, the Company, alongside private funds under the management of our totalAngelo Gordon, restructured its financing arrangements in MATT ("Restructured Financing Arrangement"). The Restructured Financing Arrangement required all principal and interest on the underlying assets in MATT to be used to pay down principal and interest on the outstanding financing arrangement. As of April 3, 2020, the Restructured Financing Arrangement did not have mark-to-market margin calls and was non-recourse to the Company. The Restructured Financing Arrangement provided for a termination date of October 1, 2021. At the earlier of the termination date or the securitization or sale by the Company of the remaining assets subject to the Restructured Financing Arrangement, the financing counterparty (which is a non-affiliate) was entitled to 35% of the remaining equity in the assets. The Company evaluated this restructuring and concluded it was an extinguishment of debt. MATT chose to make a fair value election on this financing arrangement and the Company treated this arrangement consistently with this election.
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On January 29, 2021, the Company, alongside private funds under the management of Angelo Gordon, entered into an amendment with respect to its Restructured Financing Arrangement in MATT. The amendment converted the existing financing to a mark-to-market facility that is recourse to the Company and the private funds managed by Angelo Gordon that invest in MATT up to the below mentioned commitment from MATH to MATT. Upon amending the agreement, the Company settled the premium recapture fee with the financing counterparty.
On January 29, 2021, the Company alongside private funds under the management of Angelo Gordon, entered into an amendment to the MATH LLC Agreement, which requires MATH to fund a capital commitment of $50.0 million to MATT. The Company, through its investment in MATH, is responsible for its pro-rata share of the capital commitment. Subsequent to year end, this agreement was amended and our outstandingthe capital commitment to MATT was $14.0reduced to $35.0 million.
Securitization Transactions
In February 2020, the Company, alongside private funds under the management of Angelo Gordon, participated through its unconsolidated ownership interest in MATT in a rated Non-QM Loan securitization, in which Non-QM Loans with a fair value of $348.2 million (netwere securitized. Certain senior tranches in the securitization were sold to third-parties with the Company and private funds under the management of any returnAngelo Gordon retaining the subordinate tranches, which had a fair value of capital$26.6 million as of March 31, 2020. The Company has a 44.6% interest in the retained subordinate tranches.
In August 2020, the Company, alongside private funds under the management of Angelo Gordon, participated through its unconsolidated ownership interest in MATT in a rated Non-QM Loan securitization, in which Non-QM Loans with a fair value of $226.0 million were securitized. Certain senior tranches in the securitization were sold to us).third-parties with the Company and private funds under the management of Angelo Gordon retaining the subordinate tranches, which had a fair value of $24.3 million as of September 30, 2020. The Company has a 44.6% interest in the retained subordinate tranches.
In June 2016,July 2020, in accordance with ourthe Company’s Affiliated Transactions Policy, we executed two trades whereby we acquiredthe Company sold certain real estate securities from two separate affiliatesto an affiliate of the Manager (the “Selling Affiliates”).Manager. As of the date of the trades, thetransaction, these real estate securities acquired from the Selling Affiliates had a total fair value of $6.9$1.9 million. In each case, the Selling Affiliates sold the real estate securities through a BWIC (Bids Wanted in Competition). Prior to the submission of the BWICThe purchase occurred by the Selling Affiliates, we submitted our bid foraffiliate submitting an offer to purchase the real estate securities to the Selling Affiliates. The pre-submission of our bidCompany in a competitive bidding process. This allowed usthe Company to confirm third-party market pricing and best execution.
In February 2017,October 2020, in accordance with ourthe Company’s Affiliated Transactions Policy, we executed one trade whereby wethe Company acquired acertain real estate securitysecurities and Excess MSRs from a separatean affiliate of the Manager (the “February Selling Affiliate”).Manager. As of the date of the trade, the security acquired from the February Selling Affiliatetransaction, these real estate securities and Excess MSRs had a total fair value of $2.0 million. The February Selling Affiliate sold the real estate security through a BWIC. Prior to the submission of the BWIC by the February Selling Affiliate, we submitted its bid for the real estate security to the February Selling Affiliate. The pre-submission of our bid allowed us to confirm third-party market pricing$0.5 million and best execution.
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judgment, appropriate pricing was based on a valuation prepared by an independent third-party pricing vendor.vendors. The third-party pricing vendorvendors allowed the Company to confirm third-party market pricing and best execution.
In March 2021, in accordance with our Affiliated Transactions Policy, we sold certain real estate securities to an affiliate of the Manager. As of the date of the transaction, these real estate securities had a total fair value of $6.9 million. The purchase occurred by the affiliate submitting an offer to purchase the securities to us in a competitive bidding process. This allowed us to confirm third-party market pricing and best execution.
In October 2017,April 2021, in accordance with our Affiliated Transactions Policy, we acquiredsold certain real estate securities and loans from twoCMBS to affiliates of the Manager (the “October Selling Affiliates”).Manager. As of the date of the trade,transaction, the securities and loans acquired fromCMBS sold to the October Selling Affiliatesbuyer had a total fair value of $8.4$16.8 million. As procuring market bids for the real estate securities and loans were determined to be impracticable in the Manager’s reasonable judgment, appropriate pricingPricing was based on a valuationvaluations prepared by independent third-party pricing vendors.vendors in accordance with our policy. The third-party pricing vendors allowed us to confirm third-party market pricing and best execution.
In October 2018,July 2021, in accordance with our Affiliated Transactions Policy, we acquiredsold certain real estate securities and loans from an affiliateto affiliates of the Manager (the "October 2018 Selling Affiliate").Manager. As of the date of the trade, thetransaction, these real estate securities and loans acquired from the October 2018 Selling Affiliate had a total fair value of $544,000. As procuring$17.6 million. The purchase occurred by the affiliate submitting an offer to purchase the securities to us in a competitive bidding process. This allowed us to confirm third-party market bids for thepricing and best execution.
In October 2021, in accordance with our Affiliated Transactions Policy, we purchased through one of our unconsolidated affiliated entities certain real estate securities and loans was determined to be impracticable infrom affiliates of the Manager’s reasonable judgment, appropriate pricingManager. As of the date of the transaction, these real estate securities had a total fair value of $3.5 million. Pricing was based on a valuationvaluations prepared by independent third-party pricing vendors.vendors in accordance with our policy. The third-party pricing vendors allowed us to confirm third-party market pricing and best execution.
In November 2021, MATT exercised its call rights on two securitization trusts in which it held interests in the subordinate tranches. Upon exercising its call rights and acquiring the remaining residential mortgage loans within the trusts, MATT sold the loans to us and a private fund under the management of Angelo Gordon in accordance with our Affiliated Transactions Policy. As of the date of the transaction, the residential mortgage loans sold to us and the private fund had a total fair value of $181.8 million and $183.6 million, respectively. Pricing was based on valuations prepared by third-party pricing vendors in accordance with our policy. The third-party pricing vendors allowed us to confirm third-party market pricing and best execution.
Stockholder Proposals
Any stockholder intending to present a proposal at our 20202023 annual meeting of stockholders and have the proposal included in the proxy statement for such meeting must, in addition to complying with the applicable laws and regulations governing submissions of such proposals, submit the proposal in writing to us no later than November 23, 2019.21, 2022. To be included in the proxy statement, the proposal must comply with the requirements as to form and substance established byof Rule 14a-8 of the SEC and our bylaws, and must be a proper subject for stockholder action under Maryland law.Exchange Act.
Pursuant to our current bylaws, any stockholder intending to nominate a director or present a proposal at an annual meeting of our stockholders without seeking to have such a nomination or proposal included in the proxy statement for such annual meeting, must notify us in writing not less than 120 days nor more than 150 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Accordingly, any stockholder who intends to submit such a nomination or proposal at our 20202023 annual meeting of stockholders must notify us in writing of such proposal by November 23, 2019,21, 2022, but in no event earlier than October 24, 2019.22, 2022. However, in the event that the 2023 annual meeting of stockholders is advanced by more than 30 days or delayed by more than 60 days from the first anniversary of the date of the 2022 annual meeting of stockholders, notice by the stockholder to be timely must be received no earlier than the 120th day prior to the date of the meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to the date of the meeting or the 10th day following the date of the first public announcement of the meeting.
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Any such nomination or proposal should be sent to AG Mortgage Investment Trust, Inc., 245 Park Avenue, 26th Floor, New York, New York 10167, Attn: General Counsel, and, to the extent applicable, must include the information required by our bylaws.
Access to SEC Reports
A copy of the Company’s Annual Report, including financial statements, is being furnished concurrently herewith to all stockholders as of the Record Date. Please read it carefully.
Stockholders may obtain a copy of the Annual Report or proxy statement,Proxy Statement, without charge, by visiting the Company’s Web Siteour website at http://www.agmit.com or by writing AG Mortgage Investment Trust, Inc., 245 Park Avenue, 26th Floor, New York, New York 10167, Attn: General Counsel. These materials are also available at http://www.proxyvote.com. Upon request to our General Counsel, the exhibits set forth on the exhibit index of the Company’s Annual Report may be made available at a reasonable charge (which will be limited to our reasonable expenses in furnishing such exhibits).
“Householding” of Proxy Statement and Annual Report
The SEC rules allow for the delivery of a single copy of the Notice or set of proxy materials to any household at which two or more stockholders reside, if it is believed the stockholders are members of the same family. This delivery method, known as “householding,” will save us printing and mailing costs. Duplicate account mailings will be eliminated by allowing stockholders to consent to such elimination, or through implied consent, if a stockholder does not request continuation of duplicate mailings. Brokers, dealers, banks or other nominees or fiduciaries that hold shares of our common stock in “street” name for beneficial owners of our common stock and that distribute proxy materials and the Notice they receive to beneficial owners may be householding on your behalf. Depending upon the practices of your broker, bank or other nominee or fiduciary, you may need to contact them directly to discontinue duplicate mailings to your household. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee or fiduciary.
If you hold shares of our common stock in your own name as a holder of record, householding will not apply to your shares. Also, if you own shares of our common stock in more than one account, such as individually and also jointly with your spouse, you may receive more than one set of our proxy materials. To assist us in saving money and to provide you with better stockholder services, we encourage registered holders of our stock to have all of your accounts registered in the same name and address. You may do this by contacting the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, by telephone at (800) 937-5449 or in writing at American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219.
If you wish to request extra copies free of charge of any annual report to stockholders or proxy statement, please send your request to AG Mortgage Investment Trust, Inc., 245 Park Avenue, 26th26th Floor, New York, New York, 10167, Attn: General Counsel, or contact our General Counsel via telephone at (212) 692-2000. You can also refer to the Company’s Web Siteour website at www.agmit.com. www.agmit.com. Information at, or connected to the Company’s Web Siteour website is not and should not be considered part of this proxy statement.Proxy Statement.
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