UNITED STATES
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Washington, D.C. 20549
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UNITED STATES
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aamclogo2016a03.jpg
May 21, 2019

October 6, 2021
Dear Fellow Stockholder:

On behalf of the Board of Directors, weI cordially invite you to attend the 20192021 Annual Meeting of Stockholders (the “Annual Meeting”) of Altisource Asset Management Corporation, a U.S. Virgin Islands corporation (the “Company”), which. The meeting will be held at the Buccaneer Hotel located at 5007 Estate Shoys, Christiansted, United States Virgin Islands 00820via live webcast on Thursday, June 20, 2019,Tuesday, November 2, 2021 at 8:30 a.m., Atlantic Standard Time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/AAMC2021, where you will be able to listen to the meeting live and vote online. Please note that you will not be able to attend the virtual Annual Meeting in person. We have chosen to hold a virtual meeting rather than an in-person meeting due to the continuing public health impact of the COVID-19 pandemic. The matters to be considered by stockholders at the Annual Meeting of Stockholders are described in detail in the accompanying materials.

It is very important that you be represented at the 2019 Annual Meeting of Stockholders regardless of the number of shares you own or whether you are able to attend the Annual Meeting of Stockholders in person.own. We urge you to promptly complete and return your proxy card prior to the Annual Meeting in one of the manners described in the accompanying materials even if you plan to attend the 2019live webcast of the Annual Meeting of Stockholders.Meeting. This will not prevent you from voting in persononline but will ensure that your vote is counted if you are unable to attend.

Your support of and interest in Altisource Asset Management Corporationthe Company is sincerely appreciated.
Sincerely,
/s/ Thomas K. McCarthy
Sincerely,Thomas K. McCarthy
georgeellison05.jpg
George G. Ellison
Chairman of the Board of Directors and
Interim Chief Executive Officer




ALTISOURCE ASSET MANAGEMENT CORPORATION
5100 Tamarind Reef
Christiansted, United States Virgin Islands 00820
NOTICE OF THE 20192021 ANNUAL MEETING OF STOCKHOLDERS AND IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 20, 2019NOVEMBER 2, 2021

NOTICE

The 20192021 Annual Meeting of Stockholders (the “Annual Meeting”) of Altisource Asset Management Corporation (the “Company”) will be held:

Date:Thursday, June 20, 2019
Time:8:30 a.m., Atlantic Standard Time
Location:The Buccaneer Hotel
5007 Estate Shoys
Christiansted, United States Virgin Islands 00820

PURPOSE

To considerheld via live webcast on Tuesday, November 2, 2021 at 8:30 a.m., Atlantic Standard Time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/AAMC2021AM, where you will be able to listen to the meeting live and vote upononline. We encourage you to allow ample time for online check-in, which will open at approximately 8:15 a.m., Atlantic Standard Time. Please note that you will not be able to attend the election of four (4) Directors to serve until the 2020 Annual Meeting of Stockholders and/or until their successors are duly elected and qualified;in person.

PURPOSE
1.
To consider and vote upon the election of three (3) nominees to the board of directors of the Company (the “Board of Directors”) to serve until the 2022 annual meeting of stockholders and/or until their successors are duly elected and qualified;
2.
To consider and vote upon the ratification of the appointment of Ernst & Young LLP to be the Company's independent registered public accounting firm for the year ending December 31, 2021;
3.
To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in this Proxy Statement;
4.
To transact such other business as may properly come before the Annual Meeting and any postponement or adjournment thereof.
To consider and vote upon the ratification of the appointment of Ernst & Young LLP to be our independent registered public accounting firm for the year ending December 31, 2019; and

To transact such other business as may properly come before the meeting and any postponement or adjournment of the meeting.

PROCEDURES

Our Board of Directors has fixed April 29, 2019the close of business on October 4, 2021 as the record date for the determination of stockholders entitled to notice of and to vote at the 2019 Annual Meeting of Stockholders.

Meeting.
Only stockholders of record at the close of business on the record date will be entitled to receive notice of and vote at the 2019 Annual Meeting of Stockholders.

Meeting.
The proxy statement for our 2019 Annual Meeting of Stockholders and our annual report to stockholders werewill be made available on or about May 21, 2019October 6, 2021 on our website at www.altisourceamc.com under the section entitled “Shareholders.“Stockholders – Financial Information.” The Annual Report on Form 10-K for the year ended December 31, 20182020 was filed with the Securities and Exchange Commission (“SEC”) on February 27, 2019March 3, 2021, and an amendment to the Annual Report on Form 10-K/A for the year ended December 31, 2020 with Part III information was filed with the SEC on April 30, 2021, and each has been posted on our website at www.altisourceamc.com under the section entitled “Shareholders” since February 27, 2019.“Stockholders”. Additionally, and in accordance with SEC rules, you may access our proxy statement at www.proxyvote.com, a website that does not identify or track visitors of the site, by entering the 1216 digit Control Number found on your Beneficial Notice Card or on your Proxy Card in the space provided.

By Order of the Board of Directors,
stephenhgraya03.jpg/s/ Kevin F. Sullivan
Stephen H. GrayKevin F. Sullivan
Corporate Secretary

May 21, 2019October 6, 2021
Christiansted, United States Virgin Islands




ALTISOURCE ASSET MANAGEMENT CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS

General Information

We have made this proxy statement (“Proxy Statement”) available to you on or about May 21, 2019October 6, 2021 as a holder of common stock of Altisource Asset Management Corporation, a U.S. Virgin Islands corporation (“we,” “us,” “our,” “AAMC” or the “Company”), because our Boardboard of Directorsdirectors (the “Board of Directors” or “Board”) is soliciting your proxy to be used at our 2021 Annual Meeting of Stockholders and at any postponement or adjournment thereof (the “Annual Meeting”). The 2019 Annual Meeting of Stockholders will be held at the Buccaneer Hotel located at 5007 Estate Shoys, Christiansted, United States Virgin Islands 00820via live webcast on Thursday, June 20, 2019,Tuesday, November 2, 2021 at 8:30 a.m., Atlantic Standard Time for the purposes listed in the Notice ofTime. The Annual Meeting of Stockholders.

can be accessed by visiting www.virtualshareholdermeeting.com/AAMC2021AM, where you will be able to listen to the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at approximately 8:15 a.m., Atlantic Standard Time. Please note that you will not be able to attend the virtual Annual Meeting in person.
At the Annual Meeting, our stockholders will be asked to consider and vote upon (i)(1) the election of four (4) Directorsthree (3) directors to serve until the 2020 Annual Meeting2022 annual meeting of Stockholdersstockholders and/or until their successors are duly elected and qualified, and (ii)(2) the ratification of the appointment of Ernst & Young LLP to be our independent registered public accounting firm for the year ending December 31, 2019.2021, and (3) the approval, on an advisory basis, the compensation of the Company’s named executive officers (“NEOs”), as disclosed in this Proxy Statement.

We are not aware of any other matters that may properly come before the Annual Meeting or any postponement or adjournment thereof. If any other matters properly come before the Annual Meeting, the persons designated as proxies intend to vote in accordance with their discretion on such matters.

Proxies to be exercised at the Annual Meeting are being solicited by and on behalf of our Board of Directors primarily through the use of the mails.Board. Our Directors,directors, officers, employees and other agents, none of whom will receive additional compensation therefor, may solicit proxies by telephone, facsimile or other personal contact. We will bear the cost of the solicitation of proxies, including postage, printing and handling and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares of our common stock.

Explanatory Note
We are a “smaller reporting company,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to provide in this proxy statement certain scaled disclosures permitted under the Exchange Act for smaller reporting companies.
Proxy Materials

OurOn or about October 6, 2021, we will mail the proxy materials have been made available to stockholders on or about May 21, 2019 throughconsisting of this Proxy Statement, the “Shareholders” link onproxy card and our website at www.altisourceamc.com or through www.proxyvote.com. Our Annual Report on Form 10-K for the year ended December 31, 20182020 (together with our Form 10-K/A, the “2020 Annual Report”). We also expect our proxy documents to be made available to stockholders on or about October 6, 2021 though the “Stockholders” link on our website at www.altisourceamc.com or through www.proxyvote.com. Our 2020 Annual Report was filed with the SEC and made available on our website on February 27, 2019.March 3, 2021, and the amendment to our 2020 Annual Report on Form 10-K/A for the year ended December 31, 2020 was filed with the SEC and made available on our website on April 30, 2021.

Stockholders of Record. If your shares are registered in your own name, you will receive a full set of the proxy documents in the mail. As a stockholder of record, you have the right to vote at the Annual Meeting via the virtual meeting website or to be represented by proxy at the Annual Meeting. The Company has enclosed a proxy card for you to use. You may also submit voting instructions via the Internet or by telephone by following the instructions on the proxy card.
Beneficial Stockholders. If your shares are not registered in your name, you should receive proxy materials and a voting instruction form from your bank or broker. We recommend that you contact your bank or broker if you do not receive these instructions. As the beneficial owner, you have the right to direct your bank, broker or other holder of record how to vote your shares by using the voting instructions you received.
Voting Procedures

If you plan to attend the Annual Meeting at www.virtualshareholdermeeting.com/AAMC2021AM, you may vote by completing and wish to vote in person, we will give you a ballot atreturning your proxy by mail or by using the Annual Meeting. However, if your common stock is held in the name of your bankInternet or brokerage firm or other nominee, and you want to vote in person, you will need to obtain a legal proxy from the institution that holds your common stock. If your shares of common stock are held in your name, you can authorize a proxy to vote your shares in lieu of attending the Annual Meeting and voting in person.telephone. You may authorize a submit your
1
proxy toby mail by marking your vote your shares overon the Internet byenclosed proxy card, then following the instructions provided inon the printedcard. To submit your proxy materials. You may also authorize a proxy to vote your sharesusing the Internet or by mail or telephone, pursuant tosee the instructions provided on the proxy card.card and have the proxy card available when you access the Internet website or place your telephone call. If you are authorizing a proxy to vote your shares over the Internet or by telephone, you will need to provide the control number that is printed on the proxy card that you receive.

If your common stock isyou are the beneficial owner of shares held in the name of your“street name” by a bank or brokerage firm or other nominee,broker and wish to vote at the virtual Annual Meeting, you should receive separate instructions from the holder of your common stock describing howwill need to provide voting instructions.the control number that is printed on the proxy card that you receive when you attend the Annual Meeting via the virtual meeting website.
Even if you plan to attend the virtual Annual Meeting, we recommend that you authorize a proxy to vote your shares in advance of the Annual Meeting as described above so that your vote iswill be counted if you later decide not to attend the Annual Meeting.



How a Proxy Works

All valid proxies received prior to the meeting will be voted in accordance with your instructions.instructions on the proxies, unless such proxies previously have been revoked. If you submit a proxy card with no contrary instructions are given, other than as discussed below with respect to broker “non-votes,” each proxy receivedvoting direction indicated, the shares will be voted (1) “FOR”as the Board recommends, which is as follows:
“FOR” each of the three (3) nominees for Director, (2) “FOR” approvaldirector listed in this Proxy Statement (Proposal One);
“FOR” the ratification of the appointment of Ernst & Young LLP to beas our independent registered public accounting firm for 2019the year ending December 31, 2021 (Proposal Two); and with
“FOR” the approval, on an advisory basis, of the compensation of the Company’s NEOs, as disclosed in this Proxy Statement (Proposal Three)
With regard to any other business that properly comes before the meetingAnnual Meeting, each proxy received will be voted in accordance with the judgmentdiscretion of the persons appointed as proxies.

By returning a signed proxy card by mail or by duly submitting a proxy by Internet or telephone, you will confer discretionary authority on the named proxies to vote on any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof for which discretionary authority is permitted. The persons named on the proxy card as proxies or their substitutes will vote or act in their discretion with respect to such other matters. Any such matters shall be determined by a majority of the votes cast.
How to Revoke ayour Proxy

YourA registered stockholder who has returned a proxy card may be used only at the Annual Meeting and any postponement or adjournment of this meeting and will not be used for any other meeting. You have the power to revoke your proxyit at any time before it is exercised at the Annual Meeting by:

prior to the start of the Annual Meeting, filing a written notice of revocation with our Corporate Secretary at the following address:

Stephen H. Gray,Kevin F. Sullivan, Corporate Secretary
Altisource Asset Management Corporation
5100 Tamarind Reef
Christiansted, United States Virgin Islands 00820

submitting a new, properly executed proxy bearing a later date;
voting again via the Internet or telephone; or

appearingattending the Annual Meeting via the virtual meeting website and voting at the meeting. Attending the live webcast of the Annual Meeting will not, by itself, revoke a properly executed proxy; you must vote at the Annual Meeting online via the virtual meeting website.
If your shares are held by a bank or broker and giving the Corporate Secretary notice of your intentionyou have instructed such bank or broker to vote in person.your shares, you must follow directions received from your bank or broker to change your voting instructions or revoke your proxy.
2
Who May Vote

You are entitled to vote at the Annual Meeting or any postponement or adjournment thereof if you are a holder of record of our common stock at the close of business on April 29, 2019.October 4, 2021, the record date for the Annual Meeting. At the close of business on April 29, 2019,October 4, 2021, there were 1,589,3212,055,561 shares of common stock issued, outstanding and able to be voted (which excludes 1,294,8221,360,980 treasury shares held by the Company that are not entitled to vote at the Annual Meeting). Each share of our common stock is entitled to one (1) vote at the Annual Meeting of Stockholders on all matters properly presented, other than the Company’s treasury shares. Abstentions and broker “non-votes” will be treated as present for purposes of a quorum.

We are commencing our solicitation of proxies on or about October 6, 2021, and we will continue to solicit proxies until the date of the Annual Meeting.
Quorum and Voting Information

The presence at the Annual Meeting of a majority of the votes of our common stock entitled to be cast, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker “non-votes,” if any, will be treated as present for purposes of determining the presence of a quorum.

A broker “non-vote” occurs when a broker or nominee holding shares for aIf you are the beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power on that item and has not received instructions from the beneficial owner.

Proposal One - Election of Directors: Assuming a quorum, each of the four (4) nominees for Director requires a majority of the votes cast to be elected as Directors of AAMC. You may vote “FOR” a nominee, “AGAINST” a nominee or “ABSTAIN” with respect to a nominee. Cumulative voting in the election of Directors is not permitted.

Neither broker “non-votes” nor votes marked “ABSTAIN” will have an effect with regard to the election of any nominee.

Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm: Assuming a quorum, the proposal to ratify the appointment of Ernst & Young LLP to be our independent registered public accounting firm for the year ending December 31, 2019 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting. You may vote “FOR” or “AGAINST” or “ABSTAIN” on Proposal Two.



Abstentions will not be counted in determining the votes cast in connection with Proposal Two and will have no effect on the results of the vote on such proposal. Because your broker or other nominee is entitled to vote your shares with respect to Proposal Two, even if instructions are not received from you, there will be no broker “non-votes” with respect to this proposal.

If the shares you own are held in “street name” by a bank or brokerage firm or other nominee,broker, your bank brokerage firm or other nominee,broker, as the record holder of the shares, must vote those shares in accordance with your instructions. Generally, in an uncontested election, and in accordance with the rules of the NYSE American exchange (the “NYSE American”), certain matters submitted to a vote of stockholders are considered by the NYSE American to be “routine” items upon which brokerage firms may vote in their discretion on behalf of their customers if such customers have not furnished voting instructions within a specified period prior to the meeting. However, when a beneficial owner of shares is requiredheld by a bank, broker or other nominee fails to provide the record holder with voting instructions, and such organization lacks the discretionary voting power to vote yourthose shares accordingwith respect to your instructions. a particular “non-routine” proposal, a “broker non-vote” occurs.
To vote your shares, you will need to follow the directions your bank, brokerage firm or other nominee provides you. You will receive a proxy card that will tell you how to access our proxy materials and authorize a proxy to vote your shares via the Internet. It will also tell you how to request a paper or email copy of our proxy material. You should instruct your bank, brokerage firm or other nominee to vote your shares by following the voting instructions provided by your bank, brokerage firm or other nominee. Please contact your bank, brokerage firm or other nominee for further information.
Proposal One – Election of Directors: Assuming a quorum, the proposal to elect each of the three (3) nominees for director requires the affirmative vote of a majority of the votes cast on the proposal. You may vote “FOR” a nominee, “AGAINST” a nominee or “ABSTAIN” with respect to a nominee. Cumulative voting in the election of directors is not permitted.
Neither broker “non-votes” nor abstentions will have an effect with regard to the election of any nominee.
Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm: Assuming a quorum, the proposal to ratify the appointment of Ernst & Young LLP to be our independent registered public accounting firm for the year ending December 31, 2021 requires the affirmative vote of a majority of the votes cast on the proposal. You may vote “FOR”, “AGAINST”, or “ABSTAIN” on Proposal Two.
Abstentions will not have an effect with regard to the foregoing Proposal Two. Because your broker or other nominee is entitled to vote your shares with respect to Proposal Two, even if instructions are not received from you, there will be no broker “non-votes” with respect to Proposal Two.
Proposal Three – Approval, on an advisory basis, of the Compensation of the Company’s NEOs: Assuming a quorum, the proposal to approve the compensation of the Company’s NEOs requires the affirmative vote of a majority of the votes cast on the proposal. You may vote “FOR”, “AGAINST”, or “ABSTAIN” on Proposal Three.
Neither broker “non-votes” nor abstentions will have an effect with regard to the foregoing Proposal Three.
3
The below table summarizes the voting requirements to elect Directors and to ratifyeach of the appointment of our independent registered public accounting firm proposedproposals in this Proxy Statement:

Proposal
​​
Vote Required
1.
​​
ProposalVote Required
1.
Election of Directorsthe three (3) nominees for director
​​
Majority of the votes cast at the meeting in person or by proxy and entitled to vote
2.
​​
Ratification of the appointment of Ernst & Young LLP
​​
Majority of the votes cast at meeting in person or by proxy and entitled to vote
3.
​​
Approval of executive compensation on an advisory basis
​​
Majority of the votes cast

Board Recommendation

The Board recommends that you vote as follows:

“FOR” each of the four (4)three (3) nominees for director nominees set forthlisted in Proposal One and

this Proxy Statement (Proposal One);
“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 20192021 (Proposal Two);
“FOR” the approval, on an advisory basis, of the compensation of the Company’s NEOs, as set forthdisclosed in Proposal Two.

this Proxy Statement (Proposal Three); and
Any properly authorized proxy as to which no instructions are given will be voted in accordance with the foregoing recommendation.
4


ELECTION OF DIRECTORS
(Proposal One)

Our Amended and Restated Bylaws provide that our Board of Directors shall consist of no less than four (4)three (3) members with the exact number to be determined by vote of a majority of the Board of Directors.

As of October 4, 2021, our Board of Directors consisted of three (3) members.
The four (4)three (3) nominees listed below for election as Directorsdirectors at the Annual Meeting have been recommended by our Nomination/Governance Committee and nominated by our Board of Directors to serve on the Board of Directors until the 2020 Annual Meeting2022 annual meeting of Stockholdersstockholders and/or until their successors are duly elected and qualified. Assuming a quorum, each of the four (4)three (3) nominees for Directordirector will be elected as Directorsdirectors if they receive a majority of the votes cast in person or by proxy at the meeting.

The Nomination/Governance Committee and our Board of Directors has nominated George G. Ellison to continue to serve as our Chairman of the Board of Directors and has nominated John P. de Jongh, Jr. to continue to serve as our Lead Independent Director. Nathaniel Redleaf, a current member of our Board of Directors and Chairinterim Chairman of the Compensation Committee, has informed the Board of Directors that he does not intend to stand for re-election to the Board at the 2019 Annual Meeting.Board. The Board of Directors has nominated each of Mr. Ellison, Mr.Messrs. Byrd, Engerman and Governor de Jongh to continue to serve as Directors. The Board also has nominated John A. Engerman to serve as Director commencing upon his election in the 2019 Annual Meeting.directors. There are no arrangements or understandings between any nominee and any other person for selection as a nominee.

If any nominee is unable or unwilling to stand for election at the time of the Annual Meeting, the person or persons appointed as proxies will nominate and vote for a replacement nominee or nominees recommended by our Board of Directors.Board. At this time, our Board of Directors knows of no reason why any of the nominees would not be able or willing to serve as Directordirector if elected.

Nominees for Director

1
The following table sets forth certain information concerning our nominees for Director:director:
Name
​​
Age
​​
Director
Since
​​
Audit
Committee(1)
​​
Compensation
Committee(1)
​​
Nomination/
Governance
Committee(1)
Ricardo C. Byrd
​​
73
​​
2015
​​
X
​​
X
​​
X(2)
John A. Engerman
​​
51
​​
2019
​​
X
​​
X(2)
​​
X
John P. de Jongh, Jr.
​​
63
​​
2016
​​
X(2)
​​
X
​​
X
Name Age (1) 
Director
Since
 
Audit
Committee (2)
 
Compensation
Committee (2)
 
Nomination/
Governance
Committee (2)
George G. Ellison 60 2015       
Ricardo C. Byrd 70 2015  X X X (3)
John A. Engerman (4) 50    X X (3) X
John P. de Jongh, Jr. 61 2016  X (3) X X
___________
(1)As of April 29, 2019.
(2)
Expected Committee membership following the 20192021 Annual Meeting.
(3)(2)
Expected Committee Chair following the 20192021 Annual Meeting.
(4)Mr. Engerman has been nominated for membership on the Board of Directors commencing upon his election in the 2019 Annual Meeting.

The principal occupation for at least the last five (5) years and additional biographical information of each nominee for Directordirector of AAMC is set forth below.

George G. Ellison. Mr. Ellison was elected to our Board of Directors in June 2015 and has served as our Chief Executive Officer since February 2015. Mr. Ellison was also appointed to the Board of Directors of Front Yard Residential Corporation (“Front Yard”) in August 2015 and has served as Front Yard's Chief Executive Officer since March 2015. Mr. Ellison is responsible for the overall strategic direction of our company and Front Yard. Prior to joining AAMC, Mr. Ellison had been employed for 19 years at Bank of America and its predecessor, NationsBank. Mr. Ellison held several roles over his career at Bank of America, most recently being the executive leading the team that managed the valuation and disposition of Bank of America’s legacy mortgage loan portfolio and a leading member of Bank of America’s Special Initiatives team that worked to resolve Bank of America’s representation and warranty litigation. Prior to his most recent roles, Mr. Ellison was Global Head of the Structured Products division within Bank of America’s Investment Banking platform. His responsibilities involved all Structured Products,


including RMBS, ABS, ABCP Conduit and CMBS securities, among others. Mr. Ellison holds a Bachelor of Science in Industrial Engineering from the University of Pittsburgh and a Masters of Business Administration from the Wharton School of Business.

Mr. Ellison’s substantial experience in structured financing and his excellent business acumen provide great benefit to our Board of Directors. Mr. Ellison’s vision and leadership are instrumental in the performance of our organization.

Ricardo C. Byrd. Byrd. Mr. Byrd was elected to our Board of Directors in June 2015. Mr. Byrd has served as the Executive Director of the National Association of Neighborhoods (NAN)(“NAN”), one of the nation’s largest and oldest multi-issue membership associations of grass-roots neighborhood organizations, since 1995, and from 1982 to 1994, served as Federal FTA Project Manager for NAN. He has over thirty years of management experience in directing grass-roots programs. On America’s social and economic development challenges, he has served as a public policy catalyst, a community outreach strategist and resource person to the White House, Congressional, state and local government officials, corporations and neighborhood leaders. Mr. Byrd is a native Washingtonian, educated in the District of Columbia Public Schools, and holds a Bachelor of Arts degree from Howard University.

Mr. Byrd’s understanding of neighborhood and borrower needs will provide us with valuable inputs regarding borrower and tenant satisfaction. His grass-roots involvements in empowering neighborhood organizations to improve the quality of life will provide insights to the Company in managing Front Yard's business. His diverse experience will further enable the Company to consider other client opportunities and their related benefits.

John A. Engerman. Mr. Engerman was elected to our Board of Directors in June 2019. Since 2019, Mr. Engerman has been nominatedChief Executive Officer and Chairman of The Strategy Group VI, a professional services firm in St. Thomas, and has continued to serve as a Director effective upon his election in the 2019 Annual Meeting. Since July 2016, Mr. Engerman has been Managing Partnerthat role since March 2020 following its acquisition of BDO USVI, LLC (“BDO USVI”), a full-service accounting and advisory services firm located in St. Thomas, USVI. From July 2016 to March 2020, Mr. Engerman was Managing Partner of BDO USVI. From 2017 to 2018, Mr. Engerman served as the Territorial Campaign Manager for the successful Albert Bryan and Tregenza Roach
1
To be confirmed by directors.
5
Gubernatorial Team for the U.S. Virgin Islands. From 2019 to present, Mr. Engerman founded and serves as Chairman for The Strategy Group VI, LLC, a strategic political think tank firm. Prior to his service with BDO USVI, LLC, from January 2014 to June 2016, Mr. Engerman was Executive Vice President, Finance & Planning for International Capital & Management Company, a finance and analytics firm located in St. Thomas, USVI. From February 2001 to January 2014, Mr. Engerman was a Managing Member of ARI Group, LLC, a government and business advisory firm located in Fort Washington, MD. Mr. Engerman commenced his career in various accounting, auditing and advisory roles for PricewaterhouseCoopers, Ernst & Young and Capgemini (now part of Ernst & Young). Mr. Engerman also served for five years in the United States Navy. Mr. Engerman receivedholds a BachelorsBachelor degree in Business Administration -– Accounting from Howard University in Washington, DC and is a Certified Public Accountant.

Mr. Engerman brings extensive finance and accounting experience to the Board of Directors that enables him to provide valuable insight to the Audit Committee and guidance to the Board of Directors in overseeing the financial reporting and accounting aspects of our business.

John P. de Jongh, Jr.John P. de Jongh, Jr., the former Governor of the United States Virgin Islands, was appointed to our Board of Directors in December 2016. Governor de Jongh currently is a Principalthe Managing Member of Chilmark Advisory, LLC (“Chilmark”), a U.S. Virgin Islands-based financial advisory firm with a focus on real estate, insurance and financial services.firm. From January 2007 to January 2015, Governor de Jongh served two terms as the Governor of the U.S. Virgin Islands, during which he led the territoryTerritory through the difficult economic periods following the financial crisis of 2008, sponsored legislation to expand access of small businesses to loan programs and export initiatives, ensured Government access to capital markets, negotiated public-private initiatives with cruise lines and rum producers and implemented revitalizationcapital investment projects for St. Croix, St. Thomas and St. John.John including roads, housing and broadband ‘middle mile’. From 2003 to 2006, Governor de Jongh served as a Principalthe Managing Member of Chilmark in the same capacities as his current position.position, with engagements in Barbados, the British Virgin Islands, Dominica and Saint Lucia. From 19921996 to 2002, Governor de Jongh served as President, Chief Operating Officer and a member of the board of directors of Lockhart Companies Incorporated, a holding company with subsidiaries inownership of commercial real estate, insurance companies and specialty financial services in the U.S. Virgin Islands, the British Virgin Islands and the Turks & Caicos.Caicos and Caribbean region. He also served three terms as the President of the St. Thomas-St. John Chamber of Commerce and the Community Foundation of the Virgin Islands, a philanthropic organization focused on children and families. From 1993 to 1995, he was a Senior Managing Consultant for Public Financial Management, Inc., a municipal advisory firm, where he implemented five-year strategic plans for the cities of Philadelphia, PA, New Haven, CT and Washington, DC. Prior to 1993, Governor de Jongh served in multiple capacities for the Government of the U.S. Virgin Islands, including Commissioner of Finance, Director of Finance for the Virgin Islands Finance


Authority, Executive Assistant to the Governor and Chairman of the Virgin Islands Water and Power Authority.Authority, and was a Vice President for The Chase Manhattan Bank, N.A., responsible for consumer and small business lending in the U.S. Virgin Islands, the British Virgin Islands and St. Maarten, Netherland Antilles. Governor de Jongh received his Bachelor of Arts in Economics from Antioch College.

Governor de Jongh’s substantial political and business experience in the U.S. Virgin Islands, as well as his financial and real estate-related experience in general, bring strong targeted knowledge to our Company and drive a diverse and local understanding to our Board of Directors for the jurisdiction in which we are located.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR
6


BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Meetings of the Board of Directors

The Board of Directors plays an active role in overseeing management and representing the interests of the stockholders. Directors are expected to attend all meetings of the Board of Directors and the meetings of committees on which they serve. Directors are also consulted for advice and counsel between formal meetings. Our current Board of Directors held eight (8)seventeen (17) meetings in 2018.2020. Each incumbent Directordirector attended 100%at least 75% of thesethe aggregate of (1) the total number of Board meetings in 2020 held during the period infor which they served as well aswere a director and (2) the total number of meetings held byin 2020 of all committees of our Board of Directors on which theythe director served during the year.periods they served. The Board of Directors also regularly held executive sessions of the independent directors. We do not have a formal policy regarding Directordirector attendance at the Annual MeetingMeetings of Stockholders. However, all of the incumbent members of our Board of Directors attended our 20182020 Annual Meeting of Stockholders.

Independence of Directors

Our Corporate Governance Guidelines provide that our Board of Directors must be comprised of a majority of Directorsdirectors who qualify as independent Directorsdirectors under the standards of the New York Stock Exchange (the “NYSE”), which governs the NYSE American where our common stock is listed.

Our Board of Directors annually reviews the direct and indirect relationships that we have with each Director.director. The purpose of this review is to determine whether any such transactions or relationships are inconsistent with a determination that the Directordirector is independent. Only those Directorsdirectors who are determined by our Board of Directors to have no material relationship with AAMCthe Company are considered independent. This determination is based in part on the analysis of questionnaire responses that follow the independence standards and qualifications established by NYSE rules and law. Our current Board of Directors has determined that Messrs. Byrd, Engerman, and Governor de Jongh and Redleaf are independent Directorsdirectors and were independent Directorsdirectors for thetheir full 2018 fiscal2020-2021 service year. In addition, the Board of Directors has determined that Mr. Engerman qualifies as, and will be, an independent Director upon his election.

Board Leadership Structure

Our Board of Directors’ leadership structure consists of a Chairman who is also our Chief Executive Officer, a Lead Independent Director, who is elected by the independent directors, and three Committee Chairs, each of whom are independent directors (and one of whom, the Chair of our Audit Committee, is also our Lead Independent Director). We discuss succession planning with respect to our Chairman, our Chief Executive Officer, and other business heads at least annually.

Our Board has historically combined the positions of Chairman and Chief Executive Officer since Mr. Ellison was appointedOfficer. Until his termination for cause in April 2021, Indroneel Chatterjee served as Chairman of the Board in June 2015. Our Board believes that we are well-served by Mr. Ellison’s service as both Chairman of the Board and Chief Executive Officer since he is dealing with,of AAMC, and is heavily involved in, the day-to-day operationsour Board of the Company and its clients, thereby being best positioned to provide insights and strategic information to the Board for consideration. Due to Mr. Ellison’s combined position asDirectors’ leadership structure consisted of a Chairman, and Chief Executive Officer, we have had a Lead Independent Director while Mr. Ellison holds both positions. All of our other Directors are independent, and all of our Board committees and their chairpersons are independent. Our Board believes that the strong leadership structure provides the Board with an important balance and knowledge base, for several reasons. First, a combined Chairman and Chief Executive Officer position allows us to speak with one voice to our stockholders, counterparties and external constituencies. Second, we operate in the investment industry, which is impacted heavilyelected by real estate risk; investment risk; market risk; credit risk; liquidity risk; legal, compliance and regulatory risk; and reputation risk. We believe that these risks are best managed on a daily basis by Mr. Ellison in his dual role as Chairman and Chief Executive Officer and the senior management team who report directly to him, with oversight of the full Board, including Board committees composed solely of outside, independent directors. Third, we have had a strong Lead Independent Director who provides independent oversight over Mr. Ellison and the full Board of Directors, including with respect to the calling of meetings of the Board, executive sessions of the independent members of the Board,directors, and setting the agenda for meetings of the Board and meetings of the independent members of the Board. Historically,directors as our three Committee Chairs. Following Mr. Chatterjee’s termination, our Lead Independent Director, has provided important leadershipGovernor de Jongh, assumed the role of interim Chairman, and insight as the Chair of our Audit Committee. We also have empowered other strong independent Directors to chair our Compensation Committee and Nomination/Governance Committee. Each of our independent Directors is


authorized to call executive sessionsBoard consists entirely of independent Directors to discuss any subject. Our independent Directors also frequently communicate with each other by telephone between meetings of the Board and committees of the Board on an ad hoc basis as needed.

Our Board believes that this leadership structure provides an effective balance between leadership of the Board and our Company by a strong Chairman and Chief Executive Officer and effective oversight of the Board and our Company by independent Directors.

directors.
Committees of the Board of Directors

Our Board of Directors has established the following standing committees: an Audit Committee, a Compensation Committee and a Nomination/Governance Committee. Each of our Audit Committee charter, Compensation Committee charter and Nomination/Governance Committee charter is available on our website at www.altisourceamc.com. A brief description of these committees is provided below.

Audit Committee. Committee. The Audit Committee of our Board of Directors oversees the relationship with our independent registered public accounting firm, reviews and advises our Board of Directors with respect to reports by our independent registered public accounting firm and monitors our compliance with laws and regulations applicable to our operations, including the evaluation of significant matters relating to the financial reporting process and our system of accounting, internal controls, auditing and federal securities law matters and the review of the scope and results of the annual audit conducted by the independent registered public accounting firm.

The members of the Audit Committee since May 2018October 2020 have been Governor de Jongh, and Messrs. Byrd and Redleaf, andEngerman. Governor de Jongh has served as the Chair of the Audit Committee since May 2018. Upon election of the proposed Directors,directors, Governor de Jongh will continue to serve as the Chair of the Audit Committee, and each of Mr. Byrd and Mr. Engerman will continue to serve as a member of the Audit Committee, and Mr. Engerman will join the Audit Committee as its third member.Committee. Each current and proposed member of our Audit Committee is independent as defined in regulations adopted by the SEC and NYSE listing standards. Our Board of Directors has determined that, throughout the 2018-20192020-2021 service year, all members of our Audit Committee are, and have been, “financially literate” as defined in SEC rules. Our Board of Directors has also determined that each of Mr. Engerman and Governor de Jongh qualifies as an “audit committee financial expert” as that term is defined in SEC rules.
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Our Audit Committee operates under a written charter approved by our Board of Directors, a copy of which is available on our website at www.altisourceamc.com and is available in print to any stockholder who requests it. On an annual basis, theThe Audit Committee reviews and approves its charter.charter on a periodic basis. The Audit Committee also evaluates its performance under its charter annuallyperiodically and delivers a report to the Board setting forth the results of its evaluation, including an assessment of the adequacy of its charter and any recommendations for amendments. The charter was last reviewed and approved by the Audit Committee in March 2019. The Audit Committee met nine (9)seven (7) times in 2018.2020.

Compensation Committee. Committee. The Compensation Committee of our Board of Directors oversees our Board and employee compensation and employee benefit plans and practices. The Compensation Committee also evaluates and makes recommendations to our Board of Directors for human resource and compensation matters relating to our named executive officers.NEOs. With respect to all officers and employees of the Company other than the Chairman/Chief Executive Officer, the Compensation Committee reviews with the Chief Executive Officer and subsequently approves all executive compensation plans, any executive severance or termination arrangements and any equity compensation plans that are not subject to stockholder approval. The Compensation Committee also has the power to review our other compensation plans, including the goals and objectives thereof and to recommend changes to these plans to our Board of Directors.Board. The Compensation Committee has authority for the administration of awards under AAMC’s 20122020 Equity Incentive Plan (the “2012“2020 Equity Plan”). The Compensation Committee has the authority to retain independent counsel or other advisers as it deems necessary in connection with its responsibilities at our expense. The Compensation Committee may request that any of our Directors,directors, officers or employees, or other persons attend its meetings to provide advice, counsel or pertinent information as the Compensation Committee requests.

The members of the Compensation Committee since May 2018 have been Mr.in 2020 were Messrs. Byrd, Mr. RedleafEngerman and Governor de Jongh, andwith Mr. Redleaf has servedEngerman serving as the Chair of the Compensation Committee since May 2017.June 2019. Upon the election of the proposed Directors,directors, Mr. Engerman is expectedwill continue to joinserve as the Chair of the Compensation Committee, and serve as its Chair, andeach of Mr. Byrd and Governor de Jongh will continue to serve as Compensation Committee members. Each current and proposed member of the Compensation Committee is independent as defined by NYSE listing standards. While


we have no specific qualification requirements for members of the Compensation Committee, our members have knowledge and experience regarding compensation matters as developed through their respective business experience in both management and advisory roles, including general business management, executive compensation and employee benefits experience.

Our Compensation Committee operates under a written charter approved by our Board, of Directors, a copy of which is available on our website at www.altisourceamc.com and is available in print to any stockholder who requests it. On an annual basis, theThe Compensation Committee reviews and approves its charter.charter on a periodic basis. The Compensation Committee also evaluates its performance under its charter annuallyperiodically and delivers a report to the Board setting forth the results of its evaluation, including an assessment of the adequacy of its charter and any recommendations for amendments. The charter was last reviewed and approved by the Compensation Committee in March 2019. The Compensation Committee met five (5)seven (7) times in 2018.2020.

Nomination/Governance Committee. The Nomination/Governance Committee of our Board of Directors makes recommendations to our Board of Directors of individuals qualified to serve as Directorsdirectors and committee members for our Board of Directors;Board; advises our Board of Directors with respect to Board of Directors composition, procedures and committees; develops and recommends to the Board of Directors a set of corporate governance principles and oversees the evaluation of our Board of Directors and our management.

The members of the Nomination/Governance Committee since May 2017 have been Mr.October 2020 were Messrs. Byrd, Mr. RedleafEngerman, and Governor de Jongh. Mr. Byrd has served as the Chair of the Nomination/Governance Committee since May 2017. Upon the election of the proposed Directors,directors, Mr. Byrd will continue to serve as Chair of the Nomination/Governance Committee, and each of Mr. Engerman and Governor de Jongh will continue to serve as a membermembers of the Nomination/Governance Committee, and Mr. Engerman will join the Nomination/Governance Committee as its third member.Committee. Each current and proposed member of our Nomination/Governance Committee is independent as defined in the NYSE listing standards.

Our Nomination/Governance Committee operates under a written charter approved by our Board of Directors, a copy of which is available on our website at www.altisourceamc.com and is available in print to any stockholder who requests it. On an annual basis, theThe Nomination/Governance Committee reviews and approves its charter.charter on a periodic basis. The Nomination/Governance Committee also evaluates its performance under its charter annuallyperiodically and delivers a report to the Board setting forth the results of its evaluation, including an assessment of the adequacy of its charter and any recommendations for amendments. The charter was last reviewed and approved by the Nomination/Governance Committee in March 2019. The Nomination/Governance Committee met five (5)two (2) times in 2018.2020.
8
It is the policy of our Nomination/Governance Committee to consider candidates for Directordirector recommended by you, our stockholders. In evaluating all nominees for Director,director, our Nomination/Governance Committee will take into account the applicable requirements for Directorsdirectors under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and NYSE listing standards. In addition, our Nomination/Governance Committee will take into account AAMC’s best interests as well as such factors as knowledge, experience, skills, expertise, diversity and the interplay of the candidate’s experience with the background of other members of our Board of Directors.

The Nomination/Governance Committee will consider diversity when it recommends Directordirector nominees to the Board of Directors, viewing diversity in an expansive way to include not only race, color, sex, sexual orientation and national origin, but also differences in prior work experience, viewpoint, education and skill set. In particular, the Nomination/Governance Committee will consider diversity in professional experience, skills, expertise, training, broad-based business knowledge and understanding of our business environment when recommending Directordirector nominees to the Board of Directors, with the objective of achieving a Board with diverse business and educational backgrounds. Board members should have individual backgrounds that, when combined, provide a portfolio of experience and knowledge that will serve our governance and strategic needs. The Nomination/Governance Committee will periodically review the skills and attributes of Board members within the context of the current make-up of the full Board of Directors as the Nomination/Governance Committee deems appropriate. The Nomination/Governance Committee does not discriminate against candidates for the Board of Directors based on race, color, religion, sex, sexual orientation or national origin.

The Nomination/Governance Committee will regularly assess the appropriate size of the Board of Directors and whether any vacancies on the Board of Directors are anticipated. Various potential candidates for Directordirector will then be identified. Candidates may come to the attention of the Nomination/Governance Committee through current


members of the Board, of Directors, professional search firms, stockholders or industry sources.

In connection with this evaluation, one or more members of the Nomination/Governance Committee, and others as appropriate, will interview prospective nominees. After completing this evaluation and interview, the Nomination/Governance Committee will make a recommendation to the full Board of Directors as to the persons who should be nominated by the Board of Directors.Board. The Board of Directors will determine the nominees after considering the recommendation and report of the Nomination/Governance Committee. Should a stockholder recommend a candidate for Director,director, our Nomination/Governance Committee would evaluate such candidate in the same manner that it evaluates any other nominee. To date, no
A stockholder or group of stockholders owning more than 5% of our common stock has put forth any Director nominees.

If you wantwho wants to recommend persons for consideration by our Nomination/Governance Committee as nominees for election to our Board of Directors, you can do so by writing to our Corporate Secretary at Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, United States Virgin Islands 00820. YouThe recommendation should provide each proposed nominee’s name, biographical data and qualifications. YourThe recommendation should also include a written statement from the proposed nominee consenting to be named as a nominee and, if nominated and elected, to serve as a Director.

director.
Corporate Governance Guidelines

The Corporate Governance Guidelines adopted by our Board of Directors provide guidelines for us and our Board of Directors to ensure effective corporate governance. The Corporate Governance Guidelines cover topics such as Directordirector qualification standards, Board of Directors and committee composition, Directordirector responsibilities, Directordirector access to management and independent advisors, Directordirector compensation, Directordirector orientation and continuing education, management succession and annual performance appraisal of the Board of Directors.

Board.
Our Nomination/Governance Committee reviews our Corporate Governance Guidelines at least once a year and, if necessary, recommends changes to our Board of Directors. Our Corporate Governance Guidelines were last reviewed and approved by the Board of Directors in March 2019.Board. Our Corporate Governance Guidelines are available on our website at www.altisourceamc.com and are available to any stockholder who requests them by writing to our Corporate Secretary at Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, United States Virgin Islands 00820.

Executive Sessions of Non-Management Directors

Non-management DirectorsTo the extent there are management directors, non-management directors meet in executive session without management representatives periodically.
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Communications with Directors

If you desire to contact our Board of Directors or any individual Directordirector regarding AAMC, you may do so by mail addressed to our Corporate Secretary at Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, United States Virgin Islands 00820. All stockholder communications received in writing will be distributed to our full Board of Directors if addressed to the full Board or to individual Directorsdirectors if addressed to any of them individually.

Code of Ethics

We adopted a Code of Business Conduct and Ethics that applies to our Directors,directors, executive officers and employees (including our principal executive officer). We also adopted a Code of Ethics for Senior Financial Officers that applies to our principal financial officer and principal accounting officer. Any waivers from the Code of Business Conduct and Ethics or the Code of Ethics for Senior Financial Officers must be approved by our Board of Directors or the Audit Committee and will be subsequently disclosed when and how required by SEC or applicable exchange rules. Our Nomination/Governance Committee reviews our Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers at least once a yearperiodically and, if necessary, recommends changes to our Board of Directors. Our Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers were last reviewed and approved by the Board of Directors in March 2019.Board. The Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers are available on our website at www.altisourceamc.com and are available to any


stockholder who requests a copy by writing to our Corporate Secretary at Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, United States Virgin Islands 00820. Any amendments to the Code of Business Conduct and Ethics or the Code of Ethics for Senior Financial Officers, as well as any waivers that are required to be disclosed under SEC or exchange rules, will either be posted on our website at www.altisourceamc.com or otherwise disclosed in accordance with such rules.

Risk Management and Oversight Process

Our Board of Directors and each of its committees are involved with the oversight of the Company’s risk management.

The Board of Directors and the Audit Committee monitor AAMC’s credit risk, liquidity risk, regulatory risk, operational risk and enterprise risk by regular reviews with management and internal and external auditors. In its periodic meetings with internal and external auditors, the Audit Committee discusses the scope and plan for the internal audit and includes management in its review of accounting and financial controls, assessment of business risks and legal and ethical compliance programs.

In its periodic meetings with the external auditors, the Audit Committee discusses the external audit scope, the external auditors’ responsibility under the Standards of the Public Company Accounting Oversight Board (“PCAOB”), accounting policies and practices and other required communications. In addition, through regular reviews with management and, at times, certain employees of AAMC, the Nomination/Governance Committee assists the Board of Directors in monitoring the Company’s governance and succession risks, and the Compensation Committee assists the Board of Directors in monitoring our compensation policies and related risks.

The Board of Directors’Board's role in risk oversight is consistent with the Company’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and our Chairman, the Board of Directors and its committees providing oversight in connection with these efforts. Our Investment Committee, which is comprised of our Chairman and our Interim Chief Executive Officer, has responsibility for assessing and managing the Company’s risk exposure with respect to transactional and counterparty risk.
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BOARD OF DIRECTORS COMPENSATION

The following table discloses compensation received by each non-management member of our Board of Directors who served as a Directordirector during fiscal year 2018. Management2020. Any management members of our Board of Directors do not receive compensation for their service as a Director.director.
Name
​​
Fees Earned
or Paid in Cash
​​
Stock Awards(1)
​​
Total
Ricardo C. Byrd(2)
​​
$90,000
​​
$59,994
​​
$149,994
John A. Engerman(2)
​​
90,000
​​
59,994
​​
149,994
John P. de Jongh Jr.(2)
​​
115,000
​​
59,994
​​
174,994
Name Fees Earned
or Paid in Cash		 Stock Awards (1) Total
Ricardo C. Byrd $86,045
 $42,888
 $128,933
Dale Kurland 43,505
 42,888
 86,393
Nathaniel Redleaf (2) —
 —
 —
John P. de Jongh Jr. 99,180
 42,888
 142,068
___________
(1)
Each of Mr.Messrs. Byrd, Engerman, and Ms. Kurland received 667Gov. de Jongh were granted 2,874 restricted shares of common stock of AAMC on May 25, 2018October 13, 2020 for service on the Board from May 24, 2017, the day after the 2017 Annual Meeting of Stockholders to May 25, 2018, the date of the 2018 Annual Meeting of Stockholders.Board. The number of shares granted was based on a share price of $89.93,$20.87, which iswas the average of the high and low sales prices of our common stock on May 25, 2017,October 13, 2020, and represents the grant date fair value of such shares under FASB ASC 718. Such grant date fair value does not take into account estimated forfeitures. The amount reported in this column reflects the accounting cost for these restricted shares and does not correspond to the actual economic value that may be received by the directors upon the vesting of the restricted shares, set forth in the table above is based on the averageor any sale of the high and low sale pricesunderlying shares of our common stock on the date of issuance, May 24, 2018, of $64.30 per share.stock.
(2)
(2)Pursuant to Luxor’s policiesAs of December 31, 2020, each of Messrs. Byrd, Engerman, and procedures, Mr. Redleaf is not entitled to receive any compensation for his membership on our BoardGov. de Jongh held 2,874 unvested shares of Directors or committees thereof.time-based restricted stock.

On May 24, 2018, Mr.October 13, 2020, Messrs. Byrd and Engram and Governor de Jongh, being the non-management members of the Board of Directors serving as of such date, were each awarded 9332,874 shares of restricted stock under the Company’s 20122020 Equity Incentive Plan for their service to the Board for the period commencing May 25, 2018October 13, 2020 to the date of the 20192021 Annual Meeting of Stockholders. Upon vesting, each such Directordirector will receive 9332,874 shares of our common stock. Such number of shares was determined by dividing $60,000 by the average of the high and low prices, or $64.30$20.87 per share, of AAMC common stock on May 24, 2018October 13, 2020 and represents the grant date fair value calculated in accordance with FASB ASC 718.

Cash Compensation

As set forth above, we provide the following cash compensation to our non-management Directorsdirectors in quarterly installments, paid in arrears for their services for the prior quarter:

an annual retainer of $75,000;
an additional $20,000 to the Lead Independent Director of the Board, of Directors, only if the Chairman of the Board is a management Directordirector (if the Chairman of the Board is a non-management director, the Chairman shall receive $50,000);
an additional $20,000 to the Audit Committee chairperson;
an additional $10,000 to all committee chairpersons (other than the Audit Committee chairperson); and
an additional $5,000 to all Audit Committee members.

Equity Compensation

The 2020 Equity Incentive Plan was approved at the Annual Meeting of Stockholders on October 12, 2020, which supersedes the 2012 Equity Incentive Plan. The 2020 Equity Incentive Plan is described below in “Equity Compensation Plan Information”. As part of Directordirector compensation, our non-management Directorsdirectors have received annually restricted shares of common stock of AAMC with a fair market valueFair Market Value of $60,000 pursuant to the 2012 Equity Incentive Plan and 2020 Equity Incentive Plan. “Fair Market Value” is defined as the average of the high and low prices of our common stock as reported on the applicable securities exchange on which AAMC is listed or quoted on the first day of the service year. Equity compensation is paidgranted for the prior year of service after each annual organizational meeting of the Board, of Directors, which typically follows the Annual Meeting of Stockholders. Shares of our common stock will be awarded if the Directordirector attends an aggregate of at least 75% of all meetings of the Board of Directors and committees thereof of which the Directordirector is a member during the service year. Grants of restricted shares to our directors typically vest on the date of the Annual Meeting of Stockholders following the date of grant.
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For Directorsdirectors serving less than a full year, such Directorsdirectors receive a pro rata portion of $60,000 of restricted shares of our common stock based on the high and low sales prices on the first day of his or her service year, multiplied by a fraction, the numerator of which is the number of days served and the denominator of which is 365 days.



Other Compensation

Directors are reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board of Directors and its committees.

Any Directordirector compensation may be prorated for a Directordirector serving less than a full one (1) year term as in the case of a Directordirector joining the Board of Directors after an Annual Meeting of Stockholders but during the service year.
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EXECUTIVE OFFICERS

The following table sets forth certain information with respect to each person who currently serves as one of our executive officers, and includes George G. Ellison, our Chief Executive Officer who also serves as Chairman of the Board.officers. Our executive officers are appointed annually by our Board of Directors and generally serve at the discretion of our Board of Directors.Board. There are no arrangements or understandings between us and any person for election as our executive officer. None of our Directorsdirectors and/or executive officers is related to any other Directordirector and/or executive officer of AAMC or any of its subsidiaries by blood, marriage or adoption.

Name(1)
​​
Age
​​
Position
Thomas McCarthy
​​
66
Name (1)​​AgePosition
George G. Ellison60
Interim Chief Executive Officer and Chairman
Robin N. Lowe
Stephen Krallman
​54​
56
​​
Chief Financial Officer
Stephen H. Gray
Kevin Sullivan
​49​
49
​​
General Counsel and Secretary
Rene Dittrich47Chief AccountingCompliance Officer
___________
(1)
All information set forth herein is as of April 29, 2019.October 4, 2021.

The principal occupation for at least the last five (5) years, as well as certain other biographical information, for each of our executive officers is set forth below.
Thomas McCarthy. Mr. Ellison’s background is providedMcCarthy has served as our Interim Chief Executive Officer since April 2021. Prior to that time, Mr. McCarthy served as an advisor to various businesses, including a national risk management / private investigation firm and a provider of real estate services to the mortgage industry (acting as part-time CFO for the latter). He brokered real estate and financing transactions as well during the last 5 years. His experience also includes time as a Senior Vice President for National General Lender Services and while at Altisource Portfolio Solutions, Inc. (NASDAQ: ASPS) he ran business development and reported to the CEO. Mr. McCarthy was also a Managing Director at Carlton Advisory Services, Inc., a real estate investment bank, for 8 years where he reported to the Chairman and was Co-Head of their Loan Sale Advisory Practice. During his career, Mr. McCarthy has run a number of successful businesses and profit centers including business units at Ocwen Financial Corporation (where he spent over 11 years and as a Senior Vice President reported to the President). Mr. McCarthy was also employed by PepsiCo Inc. for 4 years, the last two as the Controller of a subsidiary. Mr. McCarthy has an MBA in the section of this proxy statement entitled “Election of Directors” above.Finance and Accounting from Columbia University and a BA in Economics from Whitman College.

Stephen Krallman.Robin N. Lowe. Mr. LoweKrallman has served as our Chief Financial Officer since October 2014June 2021. Mr. Krallman was the Vice President, Corporate Controller, for Diamond Resorts International (“DRI”), an international hospitality and has also served asvacation ownership company with over $4.0 billion in assets. Mr. Krallman was responsible for the Chief Financial Officeraccounting, reporting, and internal control functions at DRI and supervised a staff of Front Yard since October 2014. He oversees all of our financial affairs including financial reporting, treasury, tax and shareholder relations.over 50 personnel. Prior to joining DRI in 2015, MR. Krallman had over 20 years of experience in the real estate, financial services, and manufacturing industries where his appointment,positions and responsibilities included SEC reporting for initial public offerings, SEC annual and quarterly reporting, business combination and acquisitions, and system integrations. Mr. Lowe served as Chief Financial Officer of CitiMortgage Inc. from October 2012 to July 2014. From May 2010 to September 2012, Mr. Lowe served as Chief Financial Officer of Citibank Korea, and from October 2008 to April 2010, he served as Chief Financial Officer of Citibank’s South East Asia Pacific region. From May 1995 to September 2008, Mr. Lowe served in lead finance roles with Citibank in various countries and regions. Mr. Lowe is a Fellow of the Institute of Chartered Accountants in England and Wales of which he has been a member since 1992. He holds a Masters Degree in Classics andKrallman hold a Bachelor of Arts, with honors,Business Administration in Accounting from Oxford University.the University of San Diego.

Stephen H. Gray.Kevin Sullivan. Mr. GraySullivan has served as our General Counsel and SecretaryChief Compliance Officer since November 2012 and has also served as the Chief Administrative Officer of Front Yard since January 2016. Mr. Gray also served as the General Counsel and Secretary of Front Yard from December 2012 to January 2016.September 2021. Prior to joining AAMC,the Company, Mr. Gray was GeneralSullivan served as Vice President and Senior Counsel for Goldman Sachs & Co. LLC (“Goldman Sachs”) and Assistant Secretary of LaBrancheThe Goldman Sachs Group Inc., the parent company of Goldman Sachs. During his more than 15 years at Goldman Sachs, Mr. Sullivan was responsible for advising Goldman Sachs in a multitude of areas, including financial reporting, disclosure and internal controls, corporate treasury, securities offerings, investor and media relations and investment banking. Prior to joining Goldman Sachs, Mr. Sullivan was an associate at Skadden, Arps, Slate, Meagher & Co Inc., a publicly traded financial services companyFlom LLP in New York New York, from May 2004 to December 2011,working in the corporate finance and was a consulting attorney for The Nielsen Company, a global information and measurement company, during 2012. From June 1998 to May 2004, Mr. Gray was a corporate and securities attorney at the law firm of Fulbright & Jaworski L.L.P. in New York, New York, specializing in, among other things, securities offerings, mergers and acquisitions and general corporate reporting for public and private companies. From January 1996 to June 1998, he was a corporate and securities attorney at the law firm of Brock, Silverstein & McAuliffe, LLC, in New York, New York. Hepractice areas. Mr. Sullivan holds a BachelorJ.D. from the University of Arts in History from Hobart CollegeVirginia School of Law and a Juris DoctorateB.A. from Widener University School of Law.Amherst College.

Rene Dittrich.Mr. Dittrich has served as our Chief Accounting Officer and has also served as Chief Accounting Officer of Front Yard since May 10, 2017. Prior to joining AAMC, Mr. Dittrich held several positions at Credit Suisse in Zurich, Switzerland, New York, NY and Raleigh, NC over a 19-year career. Most recently, from 2011 through April 2017, Mr. Dittrich led the U.S. accounting function for Credit Suisse and also acted as the Site Lead for the finance group in Credit Suisse’s North Carolina Corporate Center. In this role, Mr. Dittrich focused on financial reporting, regulatory reporting, accounting policy and tax. Prior to 2011, Mr. Dittrich also served as, among other things, Chief Operating Officer for the Regional Controller with oversight for Credit Suisse’s locations in Brazil, Mexico, the Bahamas and Canada and as Vice President of Budgeting and Strategic Planning. Mr. Dittrich is a licensed CPA and has a Bachelor’s degree and a Master’s degree in Business from Zurich University, Switzerland.



Compensation Discussion & Analysis

We believe an effective executive compensation program aligns executives’ interests with stockholders by rewarding performance that achieves or exceeds specific financial targets and strategic goals designed to increase stockholder value, including, without limitation, goals set for our primary client and primary source of revenues, Front Yard Residential Corporation (“Front Yard”). We seek to promote individual service longevity and to provide our executives with long-term incentive opportunities that promote consistent, high-level financial performance. The Compensation Committee evaluates both performance and compensation annually to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of peer companies, subject to consideration of the Company’s own financial performance. To achieve these objectives, we generally believe executive compensation packages should include both cash and equity-based compensation that rewards performance as measured against established goals.

This compensation discussion and analysis provides information regarding the following:

compensation programs for our Chief Executive Officer, Chief Financial Officer, General Counsel and Secretary and Chief Accounting Officer;
overall objectives of our compensation program and what it is designed to reward;
each element of compensation that we provide; and
the reasons for the compensation decisions we have made regarding these individuals.

Our named executive officers for 2018 were:
13
NamePosition
George G. EllisonChief Executive Officer
Robin N. LoweChief Financial Officer
Stephen H. GrayGeneral Counsel and Secretary
Rene DittrichChief Accounting Officer

Role of Executive Officers in Compensation Decisions

The Chief Executive Officer is involved in the design and implementation of our executive compensation, including equity compensation under our 2012 Equity Incentive Plan, and is typically present at Compensation Committee meetings, except that the Chief Executive Officer is not present during any voting or deliberations on his compensation. The Chief Executive Officer annually will review the performance of each executive officer (other than himself, whose performance is reviewed by the Compensation Committee) and present his conclusions and recommendations regarding incentive award amounts (both cash and stock, as applicable) to the Compensation Committee for its consideration and approval. The Compensation Committee can exercise its discretion in accepting, rejecting and/or modifying any such executive compensation recommendations; however, executive compensation matters are generally delegated to the Chief Executive Officer (other than with respect to himself) for development and execution. In connection with our 2018 year-end cash incentive compensation, Mr. Ellison was involved with, and recommended compensation for, our named executive officers other than him, based in part on discussions with F.W. Cook & Co. (“F.W. Cook”), who has, in prior years, been retained as the Compensation Committee’s consultant.

Compensation Consultant

To further the objectives of our compensation program, our Compensation Committee may conduct an analysis of the compensation levels of certain of our named executive officers in conjunction with an independent compensation consultant. For year-end 2018 incentive compensation, although the Compensation Committee did not retain F.W. Cook as its consultant in connection with its compensation decisions, both our Chief Executive Officer and the Compensation Committee had discussions to confirm 2018 industry data with respect to the Company’s peers. Combined with the prior determination, based on AAMC’s financial performance, that it would not increase the incentive compensation of our named executive officers, the Compensation Committee confirmed that the compensatory and competitive environment had not materially changed in 2018 compared to the environment that


existed in 2017 when the Compensation Committee had retained F.W. Cook. Using the analysis that had been provided by F.W. Cook in connection with 2017 year-end compensation decisions, the Compensation Committee relied upon the benchmarking performed by F. W. Cook against peer companies of Front Yard and analysis of the peer compensation of internally managed and externally managed companies with whom Front Yard competes and from whom AAMC would retain and/or potentially lose talent. This decision was reached by the Compensation Committee considering that (a) F.W. Cook advised the Compensation Committee that the overall compensation structure of such peer companies has not materially changed, (b) the compensation paid to AAMC’s named executive officers was generally lower than the median compensation of named executive officers at such companies and (c) given AAMC’s financial performance in 2018, the Compensation Committee desired to keep the named executive officer compensation flat or lower than their 2017 compensation. The peer/industry companies considered by F.W. Cook in providing its advice to the Compensation Committee in 2017 and which the Committee determined remained appropriate for 2018 decisions, included American Assets Trust, American Homes 4 Rent, BRT Apartments, Dynex Capital, EdR, Hannon Armstrong, Investors Real Estate Trust, Invitation Homes, Independence Realty, iStar, Ladder Capital, RAIT Financial Trust, Redwood Trust, STORE Capital, UMH Properties and Washington REIT.

In 2018, the Compensation Committee also considered our current senior executive relocation packages and related benefits to the benefits provided to senior executives of other off-shore companies, which were aligned with industry practices, particularly given the challenges the Company can have in recruiting talent in the U.S. Virgin Islands and the Cayman Islands. Due to the recent 2017 review, the Compensation Committee determined not to obtain a new analysis of the relocation benefits for 2018 year-end compensation decisions. See “–Employee Relocation Program” below for more information.

If the Compensation Committee hires a compensation consultant, including F.W. Cook, for future periods, the consultant would be expected to provide research and present information to the Compensation Committee related to compensation trends and “best practices” in executive compensation among peer group companies in a similar line of business and of similar size to AAMC, or its primary client Front Yard, or any of AAMC’s other potential advisory clients. Executive compensation data and other resources provided by the compensation consultant would be expected to set the foundation for the Compensation Committee’s review and analysis of executive compensation levels.

Employment Agreements
We currently do not have employment agreements with any of our named executive officers. However, our employment arrangements provided for a base salary and cash incentive compensation based on the overall performance of the executive and their importance to the Company as well as satisfaction of pre-established Front Yard and AAMC-specific performance criteria. The named executive officers may also receive grants of restricted stock awards under our 2012 Equity Incentive Plan at the discretion of the Compensation Committee, as the 2102 Equity Incentive Plan administrator. In addition, the executives may receive benefits such as participation in our health care plan and opportunity to participate in a contributory retirement plan. AAMC reimburses each executive for reasonable costs properly incurred by such executive in the course of his or her employment with us including, without limitation, reimbursement of relocation expenses, if relocation is required, and the provision of certain allowances as described in the Executive Compensation section below.

In addition, in the event that the executive’s employment is terminated by us without “cause” the executive may receive severance benefits of up to six months’ base salary. “Cause” generally is defined as either (i) any willful or grossly negligent conduct (including, but not limited to, fraud or embezzlement) committed by the executive in connection with his/her employment, which conduct in the reasonable determination of the Board of Directors has had or will have a material detrimental effect on our business, or (ii) the executive’s conviction of, or entering into a plea of nolo contendere to, a felony involving fraud or embezzlement or such other crime that may bring disrepute upon us, whether or not committed in the course of his or her employment. In these instances, we would also pay standard relocation costs to relocate the executive to their previous domicile prior to being relocated to the U.S. Virgin Islands or the Cayman Islands, as applicable.

Each of our executives has executed an Employee Intellectual Property and Confidentiality Agreement that contains covenants to maintain our confidential information and that all developments by such executive shall be our property.



Elements of Compensation

The current compensation package for our named executive officers consists of base salary and annual cash incentive compensation. This compensation structure was developed in order to provide each named executive officer with a competitive salary while emphasizing a cash incentive compensation element that is tied to the achievement of corporate goals and strategic initiatives as well as individual performance. The Compensation Committee also may, from time to time, grant equity compensation awards to the named executive officers in order to further align their interests with AAMC’s stockholders. We believe that the following elements of compensation are appropriate in light of our strategic initiatives, industry, current challenges and environment.
Base Salary. Base salaries for our named executive officers are established based on individual qualifications and job responsibilities while taking into account compensation levels at similarly situated companiesfor similar positions.

Base salaries of the named executive officers are expected to be reviewed annually during the performance appraisal process with adjustments made based on market information, internal review of the executive officer’s compensation in relation to other officers, the individual performance of the executive officer and our corporate performance. Salary levels are also considered upon a promotion or other change in job responsibility. Salary adjustment recommendations will be based on our overall performance and an analysis of compensation levels necessary to maintain and attract quality personnel. The Compensation Committee will set the base salary for the Chief Executive Officer and approve the base salaries for all other named executive officers.

Annual Cash Incentive Compensation. Pursuant to our annual incentive philosophy, our executives can earn cash awards as determined by the Compensation Committee. Our philosophy provides the Compensation Committee and our management with the authority to establish incentive award guidelines, which are further discussed below.

Equity Awards under the 2012 Equity Incentive Plan. The Company adopted the 2012 Equity Incentive Plan to afford an incentive to officers, non-employee directors, employees, advisors and consultants of the Company and its affiliates to continue as officers, non-employee directors, employees, advisors or consultants, to increase their efforts on behalf of AAMC and to promote the success of AAMC’s business. From time to time, the Compensation Committee, as administrator of the 2012 Equity Incentive Plan, grants awards to our named executive officers in addition to their annual cash incentive compensation. For further information on our 2012 Equity Incentive Plan, please see “–2012 Equity Incentive Plan” below.

2018 Compensation Determinations

Under AAMC’s annual cash incentive compensation plan, our named executive officers can earn cash incentive compensation awards as determined by the Compensation Committee. The Compensation Committee and management have the authority to establish incentive compensation award guidelines. Each named executive officer has a targeted annual cash incentive award that is expressed as a percentage of his or her annual cash total target compensation. In 2018, 34-50% of total annual cash target compensation was payable to our named executive officers only upon achievement of certain scorecard and individual performance levels. The appropriate targeted percentage varies based upon the nature and scope of each named executive officer’s responsibilities.

Our annual incentive-based cash compensation is structured to motivate executives to achieve pre-established key performance indicators by rewarding the executives for such achievement. We seek to accomplish this by utilizing a balanced scorecard methodology that incorporates multiple financial and non-financial performance indicators developed through our annual strategic planning process. A corporate scorecard is approved by our Compensation Committee and/or the full Board of Directors and is utilized by the Compensation Committee as a factor to determine the appropriate amount of incentive compensation to be paid to our employees named executive officers.

For 2018, AAMC’s corporate scorecard remained substantially unchanged from the corporate scorecard approved by the Compensation Committee in 2017, with the exception of certain performance goals that were adjusted to reflect updated 2018 strategic objectives following the goals that had been achieved in 2017, based in substantial part on the corporate goals that were most important to AAMC and to Front Yard as AAMC’s primary client. The Compensation Committee determined that the Front Yard goals were important to AAMC in light of the fact that the


achievement of such Front Yard’s goals would enable Front Yard to meet performance targets that could translate into higher asset management revenues for AAMC.

The corporate scorecard for 2018 for matters related to both AAMC’s and Front Yard’s performance is detailed below:
Goal/Strategic InitiativeMetricPerformance GoalsPerformance Goal Achievement
1.
Maintain Front Yard’s financing arrangements/ ensure adequate liquidity

Financing facilities and available liquidity for Front Yard are sufficient to support business objectives

Push out maturities of financing; fix interest rates where appropriate/ beneficial; increase and/or stabilize funding capacity

Front Yard’s weighted average debt maturity increased to 5.5 years at December 31, 2018 compared to 3.5 years at December 31, 2017; 87% of debt had fixed or capped rates at December 31, 2018 compared to 64% at December 31, 2017. New 10 year Freddie Mac $509 million term loan with 4.65% fixed rate. Refinanced prior $489 million loan into a $505 million loan using same collateral with Morgan Stanley at 148.5bps lower credit spread.

2.
Increase rental homes under management for Front Yard at appropriate yields

Increase number of homes in Front Yard’s rental portfolio. Maximize the number of purchased/rented homes based on market opportunities

Meaningfully increase the size of Front Yard’s rental portfolio through purchase of rental homes at appropriate yields

Stabilized rental portfolio of 14,383 homes at December 31, 2018, up 23% over December 31, 2017. Increased rental revenue by 48% over the full year 2017 to $183.0 million for the year ended December 31, 2018.

3.
Improve Front Yard’s stabilized rental home operating metrics

Continue to improve Front Yard’s operating metrics to be in line with or exceed single-family rental competitors

Achieve or exceed industry standard operating metrics for Stabilized Rental Net Operating Income (“Stabilized Rental NOI”) and Stabilized Rental NOI Margin

Achieved and improved target Stabilized Rental Net Operating Income and Stabilized Rental NOI Margin before acquisition of HavenBrook Partners, LLC. Maintained strong stabilized rental operating metrics during transition of property management to internal platform in second half of 2018.

4.
Maintain appropriate capital markets flow

Continue to complete sales of non-rental assets to recycle liquidity and improve Front Yard’s purchasing power; complete and/or collapse securitizations as appropriate

Continue sales of remaining non-rental real-estate owned (“REO”) properties to dispose of legacy assets and generate liquidity for purchases of stabilized single-family rental properties

Sold 386 legacy REO properties, reducing the portfolio of legacy REO properties by 79% to 104 at December 31, 2018 from 490 at December 31, 2017.



Goal/Strategic InitiativeMetricPerformance GoalsPerformance Goal Achievement
5.
Diversification of AAMC’s business

Seek to amend the AMA between AAMC and Front Yard. Create new business lines and revenue streams for AAMC

Consider and, if appropriate, amend AAMC/Front Yard Asset Management Agreement to better align interests, improve Front Yard G&A, improve fee structure and retain AAMC. Potential funding and/or development of SFR properties for Front Yard or other buyers.

Continuing to negotiate and consider changes to the Asset Management Agreement; revenue streams relating to building flow program is continuing development. Development delayed due to completion of transformational acquisition of property manager for Front Yard.

6.
Hire and develop key talent

Focus on increasing talent pool for AAMC/hire key personnel

Hire and develop key talent

VP of Treasury hired, Senior Transactional Attorney hired for Front Yard acquisitions and compliance initiatives, VP of Information Technology hired to further develop portfolio management tools for AAMC clients and build AAMC network infrastructure.

7.
Regulatory compliance and litigation management

Maintain AAMC compliance with Virgin Islands Economic Development (“EDC”) program, maintain compliance as a registered investment adviser (“RIA”) and reduce or remove litigation exposure for AAMC

Maintain compliance with regulatory requirements and manage litigation exposure

Achieved compliance with regulatory requirements of EDC and RIA rules/registration; won motions to dismiss in AAMC’s class securities litigation and caused voluntary dismissal of related AAMC stockholder derivative action with no liability to AAMC.

8.
Individual performance - personal evaluation

Efforts to grow revenue and improve profitability, reduce costs, identify and prevent litigation, own and articulate vision, build corporate culture and morale, decision making, succession planning, diagnose problems and identify solutions, maintain effective processes

Per individual

To be determined by Compensation Committee with recommendation of CEO for all but himself

The components above in each scorecard are weighted based on relevance to Front Yard’s and AAMC’s ultimate long-term performance and the achievement of their respective corporate strategies.

The scorecards are communicated to all incentive eligible executives by the executive's immediate supervisor, which in the case of all of our named executive officers other than Mr. Ellison is the Chief Executive Officer. This incentive compensation structure is intended to align the goals of our incentive eligible employees with the overall success of AAMC and Front Yard, as AAMC’s primary client, while establishing clear performance standards within their respective business or support units.

The 2018 personal scorecards for Mr. Ellison and each of Messrs. Lowe, Gray and Dittrich were based on the corporate scorecard goals set forth in the table above and an evaluation of their individual performance and


leadership as a whole. Each of the goals were weighed and applied by our Compensation Committee for each named executive officer in determining his performance against the goals on an overall basis, taking into consideration their individual performance and the industry compensation levels of the peers.

For our executives and key employees other than Mr. Ellison, Mr. Ellison presents performance appraisal scores to the Compensation Committee and makes recommendations as to their incentive compensation. Our Compensation Committee evaluates the recommendations in light of overall performance and such employee’s business unit or support unit’s performance and makes the final compensation award determinations. Annual cash incentive compensation is paid to our executives and other incentive eligible employees following this determination. Despite the positive performance of the named executive officers in respect of the scorecard above, our Compensation Committee determined to keep flat or reduce the cash compensation payable to our named executive officers the separate financial performance of AAMC in 2018, in light of the financial performance of AAMC compared to 2017 financial performance.

Following these procedures and the ratings of achievement against their 2018 scorecards, the Compensation Committee determined to award the following cash incentive compensation awards to our named executive officers: Mr. Ellison received an annual cash bonus of $300,000, or 66.7% of his aggregate target cash bonus opportunity; Mr. Lowe received an annual cash bonus of $350,000, or 87.5% of his aggregate target cash bonus opportunity; Mr. Gray received an annual cash bonus of $150,000, or 71.4% of his aggregate bonus opportunity; and Mr. Dittrich received an annual cash bonus of $120,000, or 85.7% of his aggregate target cash bonus opportunity. These annual cash bonuses were awarded in February 2019. Certain of our executive officers were also awarded equity-based awards in January 2019 as described more fully in “2012 Equity Incentive Plan” below. Please see the Summary Compensation Table under “Executive Compensation” for the actual amounts awarded to our named executive officers for 2018 performance.

In determining the bonuses for our named executive officers, the Compensation Committee considered the valuable and substantial contributions they had made to both AAMC and Front Yard in 2018, the importance to us of retaining and incentivizing them, and the historical 2017 F.W. Cook analysis in comparing our compensation structure to those of companies in the industry in which we and Front Yard compete, which overall is lower than the compensation paid to the similar named executive officers in the peer companies and the fact that AAMC’s actual performance for Front Yard and itself had not yet translated into improved financial performance for AAMC’s 2018 calendar year. The Compensation Committee also considered that, although the substantial accomplishments made by such officers were not reflected in AAMC’s GAAP financial performance, such accomplishments were key in setting up AAMC for future success under the Asset Management Agreement with Front Yard.

The base salary and annual cash incentive compensation paid to our named executive officers totaled $2,459,385 in the aggregate for 2018, or approximately 16.7% of the management fees of $14,742,991 paid by Front Yard to AAMC. Of the $2,459,385 paid to our named executive officers, 62.6% or $1,539,385 was paid as base salary and 37.4% or $920,000 was paid in the form of annual cash incentive compensation. None of these amounts are reimbursed or paid by Front Yard under the asset management agreement between Front Yard and AAMC, as they are solely designed to be covered by the base management fee paid to AAMC.

2019 Annual Incentive Compensation. Generally, in the meetings of the Board of Directors and Board Committees held in March or April of each fiscal year, the Compensation Committee approves the corporate scorecard and annual incentive components for the Chief Executive Officer and other named executive officers for the upcoming year. The Compensation Committee determined that the following strategic initiatives were important and would be considered in determining the 2019 cash incentive compensation for our named executive officers:

AAMC’s financial performance;
Potential amendment of the Asset Management Agreement between Front Yard and AAMC to better align interests, improve Front Yard G&A, improve fee structure and retain AAMC;
AAMC’s diversification of business and increased revenue stream;
Front Yard’s financial and operating performance;
achieving targeted growth of Front Yard’s rental portfolio;
capital markets and purchase transactions for Front Yard;
maintaining or increasing financing capability and liquidity for Front Yard; and


maintaining REIT compliance for Front Yard, and corporate governance and regulatory compliance for AAMC.

2012 Equity Incentive Plan

In December 2012, our prior Board of Directors and AAMC’s sole stockholder approved and implemented the 2012 Equity Incentive Plan. The purpose of the 2012 Equity Incentive Plan is to provide additional incentives to key employees, Directors and other key individuals to make extraordinary contributions to the Company, to assist with the retention of key employees, Directors and other key individuals and to align their interests with the interests of our stockholders. The 2012 Equity Incentive Plan is administered by the Compensation Committee, who authorizes the award of restricted stock, options, stock appreciation rights, stock purchase rights or other equity-based awards to our employees. Options awarded under the 2012 Equity Incentive Plan, if any, may be either “incentive stock options” as defined in Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”), or nonqualified stock options, as determined by the Compensation Committee. Currently, other than restricted stock awards with vesting terms, the Compensation Committee does not expect to grant any options, stock appreciation rights, stock purchase rights or other equity based awards under the 2012 Equity Incentive Plan.

Each restricted stock award granted under the 2012 Equity Incentive Plan is, and will be, evidenced by a written award agreement between the participant and us, which describes the award and states the terms and conditions to which the award is subject. If any shares subject to award are forfeited or if any award terminates, expires or lapses without being exercised, shares of common stock subject to such award will again be available for future award.

Our 2012 Equity Incentive Plan allows grants of both performance hurdle-vested stock awards and time-vested stock awards. Prior to 2017, our restricted shares of common stock vest subject to the achievement of stock performance hurdles of AAMC, generally related to the performance of AAMC stock price since the date of grant. Due to the relatively low public float and relative volatility of our common stock, in order to better incentivize award recipients, the Compensation Committee commenced granting time-vested restricted stock awards with vesting dates on each of the first three anniversaries of the date of grant.

For performance hurdle-vested awards, if an award recipient’s service with AAMC or any of its affiliates is terminated prior to full vesting of the restricted stock, then the award recipient will forfeit all unvested restricted stock to AAMC, except that (i) if an award recipient’s service is terminated either by us (or an affiliate) without cause or due to death or disability and (ii) if a performance hurdle has already been achieved or is achieved within ninety days of termination, unvested stock for the corresponding tranche will continue to vest; provided that the recipient was employed by AAMC or its affiliates for at least two years prior to termination. For the time-vested restricted stock awards, the awards will continue to vest in accordance with their vesting terms upon termination of their employment unless the recipient’s employment is terminated “for cause.”

2018 Equity Awards

On February 20, 2018, the Compensation Committee awarded Mr. Ellison an aggregate of 16,487 shares of AAMC restricted stock with a grant date fair value of $1,055,992, Mr. Lowe an aggregate of 3,903 shares of AAMC restricted stock with a grant date fair value of $249,987 and Mr. Gray an aggregate of 2,342 shares of AAMC restricted stock with a grant date fair value of $150,005. The grant date value of $64.05 per share was determined based on the average of the high and low sales prices on February 20, 2018. Each of these awards vest in three equal annual installments on each of February 20, 2019, 2020 and 2021. The award of these shares is included in the “Summary Compensation Table” in this proxy statement because the grants were made during the 2018 fiscal year. None of our other named executive officers received any additional awards of restricted stock.

In determining the awards for our named executive officers, the Compensation Committee considered the valuable and substantial contributions they had made to achieving Front Yard's and AAMC’s strategic objectives, the importance to us of retaining and incentivizing them and the desire to have their cash compensation reduced and converted into the restricted stock awards so that the benefits of such grants only would be realized if the Company’s stock price were to increase.



2019 Equity Awards

On January 23, 2019, the Compensation Committee awarded Mr. Ellison an aggregate of 39,355 shares of AAMC restricted stock with a grant date fair value of $1,049,991, Mr. Lowe an aggregate of 9,730 shares of AAMC restricted stock with a grant date fair value of $259,596 and Mr. Gray an aggregate of 5,622 shares of AAMC restricted stock with a grant date fair value of $149,995. The grant date value of $26.68 per share was determined based on the average of the high and low sales prices on January 23, 2019. Each of these awards shall vest in three equal annual installments on each of January 23, 2020, 2021 and 2022. The award of these shares is not included in the “Summary Compensation Table” because the grants were made following the end of the 2018 fiscal year. None of our other named executive officers received any additional awards of restricted stock.

Any future awards of restricted stock by us may be subject to vesting requirements determined from time to time by the Compensation Committee, which may be different from or similar to the vesting requirements set forth above.

Relocation Program and USVI Preferred Stock Plan

Our principal offices are based in St. Croix, in the U.S. Virgin Islands, and we also have an office in the Cayman Islands. Generally, the employees we seek to hire have previously not been based in St. Croix or the Cayman Islands. Rather, the talent we have recruited has generally been located in major metropolitan centers in the United States. In addition, St. Croix is generally more economically depressed and both the Cayman Islands and St. Croix have a higher cost of living compared to most of the major metropolitan areas of the United States where we believe important talent is located and a number of our peer companies are based.

Employee Relocation Program. In order to enable us to recruit top talent and incentivize key personnel to relocate, we offer a relocation package to individuals who are relocating to the U.S. Virgin Islands or the Cayman Islands to work (the “Employee Relocation Program”). The Employee Relocation Program includes relocation benefits such as moving expenses, home sale support, a housing allowance, payment of applicable children’s school tuition fees and payment of “home leave” travel for return trips to the continental United States, in each case subject to certain limits and exceptions. Upon a participant’s departure after at least one year of service or termination without cause, such participant is eligible to receive reimbursement for relocation costs back to the continental United States. We believe that our Employee Relocation Program is necessary to attract and retain talent that is critical to our success. For 2018, each of Messrs. Ellison, Lowe, Gray and Dittrich received benefits under the Employee Relocation Program as set forth in the “Summary Compensation Table” below and accompanying footnotes. In 2018, in reviewing our relocation program against other off-shore companies for 2017 compensation decisions, F.W. Cook had advised that our packages, although given to more executives than the comparable offshore entities, were generally lower in amount than the comparable offshore companies and, therefore were within approximately 5% of the median benefits provided at such comparable offshore companies. The Compensation Committee determined to rely on the 2018 report of F.W. Cook in determining not to materially change AAMC’s relocation plan.

Preferred Stock Plan. Following stockholder approval at the 2016 Annual Meeting of Stockholders, we implemented AAMC’s 2016 Employee Preferred Stock Plan (the “Preferred Stock Plan”). The Preferred Stock Plan authorizes the grant of restricted non-voting Preferred Stock to AAMC’s U.S. Virgin Islands employees. The Preferred Stock Plan was created to induce certain employees to relocate and work in the U.S. Virgin Islands, remain in the employ of AAMC and provide additional incentive to promote the success of AAMC. On January 5, 2017, our Board of Directors authorized the acquisition of 100 shares of Series B Preferred Stock by Mr. Ellison and 100 shares of Series C Preferred Stock by Mr. Gray, and on February 20, 2018, our Board of Directors authorized the acquisition of 100 shares of Series E Preferred Stock by Mr. Dittrich. In February 2018 and 2019, AAMC declared and paid dividends on the Preferred Stock held by Messrs. Ellison, Gray and Dittrich as well as other U.S. Virgin Islands employees of AAMC. Details regarding the dividends paid to Messrs. Ellison, Gray and Dittrich in each year are set forth in the footnotes to their “Other Compensation” column of the “Summary Compensation Table” below. Because Mr. Lowe is not located in the U.S. Virgin Islands, he does not participate in the Preferred Stock Plan.

Stock Ownership Policies

Although we do not have stock ownership requirements, our philosophy is that equity ownership by our Directors and executives is important to attract, motivate, retain and to align their interests with the interests of our stockholders.  The Compensation Committee believes that our various equity incentive plans are adequate to achieve


this philosophy. We also maintain an insider trading policy detailing our trading window period for Directors, executive officers and other employees.

Other Compensation

The Compensation Committee’s policy with respect to other employee benefit plans is to provide benefits to our employees, including executive officers, that are comparable to benefits offered by companies of a similar size to ours. A competitive comprehensive benefit program is essential to achieving the goal of attracting and retaining highly qualified employees.

Potential Payments upon Termination or Change in Control

Below is a description of the amounts payable to each currently employed named executive officer, assuming the executive’s employment had terminated under various scenarios as of December 31, 2018. Due to the number of factors that affect the nature and amount of any benefits under the various scenarios, actual amounts paid or distributed may be different.

Under our employment arrangements with each of Messrs. Ellison, Lowe, Gray and Dittrich, in the event that his employment is terminated by us without “cause,” he may receive severance benefits of up to six months’ base salary. In these instances, we would also pay standard relocation costs to relocate the executive to his previous domicile prior to being relocated to the U.S. Virgin Islands or the Cayman Islands, as applicable. If any of our executives’ employment is terminated for cause, his employment may be terminated without notice and with no liability to make any further payment to him, other than amounts accrued and unpaid as of the date of his termination.

In order to obtain the benefits provided under each executive’s termination provisions, the executive would first be required to execute a release of claims with us that would include a waiver and release of any and all claims he may have against us. As of December 31, 2018, the separation payment each executive would have received upon termination, other than for cause, based on a six-month separation payment, would have been $225,000 for Mr. Ellison, $225,000 for Mr. Lowe, $187,500 for Mr. Gray and $133,500 for Mr. Dittrich, as well as six months of medical insurance benefits for continued medical insurance benefits with a value of approximately $13,297 for Mr. Ellison, $13,186 for Mr. Lowe, $19,260 for Mr. Gray and $13,594 for Mr. Dittrich. Under the terms of their outstanding restricted stock award agreements, each of Messrs. Ellison, Lowe and Gray would have vested, and Mr. Ellison would have received vesting of common stock with a value of $1,519,178, Mr. Lowe would have received vesting of common stock with a value of $237,758 and Mr. Gray would have received vesting of common stock with a value of $69,534, based on AAMC’s closing stock price of $29.69 per share on December 31, 2018.

The Compensation Committee may in its discretion revise, amend or add to the benefits of each executive officer.

None of our executive officers currently has an arrangement in which they would be entitled to a payment on a change of control of AAMC, other than payments for termination described above to the extent the surviving party in a change of control transaction assumes the employment arrangements described above. Our named executive officers also have change in control agreements with Front Yard that provide for the payment of certain change in control compensation by Front Yard to such named executive officers if, within two years of a “Change of Control” of Front Yard (as defined therein), the executive is terminated without “Cause” (as defined therein) or terminates his employment with us for “Good Reason” (as defined therein). Pursuant to such change in control agreements with Front Yard, the obligation to pay the change in control amount is the obligation of Front Yard, not AAMC. Such payments would be reduced to the extent of AAMC severance payment amounts described above.


Pay Ratio

The below table shows the ratio of the median annual total compensation of all employees of the Company (excluding the Chief Executive Officer) to the annual total compensation of our Chief Executive Officer. In determining the median employee, a listing was prepared of all current employees as of December 31, 2018. To determine the median employee, we included the annual base salary as of December 31, 2018 and incentive compensation related to the 2018 fiscal year. Once the median employee was identified, for purposes of comparison to the Chief Executive Officer, we then calculated the total cash compensation for that employee in the same manner as the total cash compensation (Base Salary plus Non-Equity Incentive Compensation) shown for our CEO in the Summary Compensation Table.

Median employee total annual compensation1
 $22,468
Mr. Ellison, Chief Executive Officer, total annual compensation $2,456,231
Ratio of Chief Executive Officer to median employee compensation 109:1
__________________
1 Approximately 74% of our employees are located in our India subsidiary where compensation is substantially lower as denominated in U.S. dollars. The median salary of our India-based employees was $15,150, which generated a substantially higher ratio of Chief Executive Officer to median employee compensation. When comparing Chief Executive Officer compensation to median employee compensation of all our non-India employees located in the U.S. Virgin Islands, United States and Cayman Islands of $225,000, the ratio of Chief Executive Officer to median non-India employee compensation would have been only 11:1.

Report of the Compensation Committee

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee:
May 21, 2019Nathaniel Redleaf, Chair
Ricardo C. Byrd, Director
John P. de Jongh, Jr., Director



EXECUTIVE COMPENSATION

This section discusses the material components of our executive compensation program for our NEOs. We believe an effective executive compensation program aligns executives’ interests with stockholders by rewarding performance designed to increase stockholder value. We seek to promote individual service longevity and to provide our executives with long-term incentive opportunities that promote consistent, high-level performance. The Compensation Committee evaluates both performance and compensation annually to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of peer companies, subject to consideration of the Company’s own financial performance. To achieve these objectives, we generally believe executive compensation packages should include both cash and equity-based compensation that rewards performance as measured against established goals.
For 2020, our NEOs and their positions as of December 31, 2020 were as follows:
Indroneel Chatterjee, Chief Executive Officer
George G. Ellison, Former Chief Executive Officer
Robin N. Lowe, Chief Financial Officer
Stephen H. Gray, General Counsel and Secretary
The Company experienced a management transition during 2020 and 2021. In connection with the transition contemplated by the Termination and Transition Agreement, dated August 13, 2020 (the “Termination Agreement”) between the Company and Front Yard Residential Corporation (“Front Yard”), Mr. Ellison resigned as Co-Chief Executive Officer of AAMC on December 29, 2020, Mr. Lowe resigned as Chief Financial Officer effective December 31, 2020, and Mr. Gray resigned as General Counsel effective December 31, 2020. Following these departures, Mr. Chatterjee served as the Company’s sole Chief Executive Officer and Christopher Moltke-Hansen became Chief Financial Officer. On April 16, 2021, following an independent inquiry by its counsel, the Board terminated Mr. Chatterjee’s employment for cause and without additional compensation for violations of the Company’s Equal Employment Opportunity, Prevention Against Harassment, and Conduct on the Job Policies. The Board appointed Mr. McCarthy as interim Chief Executive Officer as it conducts a search for a permanent Chief Executive Officer. Mr. Moltke-Hansen resigned as Chief Financial Officer on April 24, 2021, and Mr. Krallman became our Chief Financial Officer in June 2021.
Summary Compensation Table

The following table discloses compensation received by our named executive officersNEOs for the fiscal years 2016, 20172019 and 2018.2020*:

Name and
Principal Position
​​
Year
​​
Salary
​​
Bonus
​​
Stock
Awards(1)
​​
Option
Awards(1)
​​
Non-Equity
Incentive
Compensation(2)
​​
All Other
Compensation(3)
​​
Total
Indroneel Chatterjee(4)
Chief Executive Officer and Chairman
​​
2020
​​
$649,038(5)
​​
$800,000(6)
​​
$786,600(6)
​​
$636,733(6)
​​
—
​​
$184,097(7)
​​
$3,056,457
​
2019
​​
—
​​
​​
—
​​
​​
—
​​
—
​​
—
George G. Ellison(8)
Former Chief Executive Officer
​​
2020
​​
$482,307(9)
​​
​​
—
​​
​​
$947,500(10)
​​
$229,880(11)
​​
$1,659,687
​
2019
​​
$472,692
​​
​​
$1,049,991
​​
​​
—
​​
$1,395,353
​​
$2,918,036
Robin N. Lowe(12)
Chief Financial Officer
​​
2020
​​
$482,307(13)
​​
​​
—
​​
​​
$350,000(14)
​​
$58,502(15)
​​
$883,502
​
2019
​​
$472,692
​​
​​
$259,596
​​
​​
—
​​
$89,197
​​
$821,485
Stephen H. Gray(16)
General Counsel and Secretary
​​
2020
​​
$390,923(17)
​​
​​
—
​​
​​
$315,000(18)
​​
$154,530(19)
​​
$860,453
​
2019
​​
$384,077
​​
​​
$149,995
​​
​​
$150,000
​​
$448,286
​​
$1,132,358

Name and Principal Position		 Year Salary (1) Stock Awards Non-Equity Incentive Compensation (2) All Other Compensation
(3)		 Total
George G. Ellison,
Chief Executive Officer		 2016 $450,000
  $—
  $450,000
 $111,985
(4) $1,011,985
 2017 450,000
  1,270,167
(5) 450,000
 498,090
(4) 2,668,257
 2018 450,000
  1,055,992
(5) 300,000
 650,239
(4) 2,456,231
Robin N. Lowe,
Chief Financial Officer		 2016 $450,000
  $—
  $400,000
 $120,990
(6) $970,990
 2017 450,000
  —
  400,000
 108,137
(6) 958,137
 2018 450,000
  249,987
(7) 350,000
 87,387
(6) 1,137,374
Stephen H. Gray,
General Counsel and Secretary		 2016 $350,000
  $—
  $210,000
 $116,795
(8) $676,795
 2017 361,538
(9) —
  210,000
 259,245
(8) 830,783
 2018 373,462
(9) 150,005
(10) 150,000
 241,247
(8) 914,714
Rene Dittrich,
Chief Accounting Officer		 2016 $—
  $—
  $—
 $—
  $—
 2017 175,000
(11) —
  140,000
 74,878
(12) 389,878
 2018 265,923
(11) —
  120,000
 127,928
(12) 513,851
__________________
*
Certain amounts have been corrected for immaterial errors from our Annual Report.
(1)
Represents amounts paidAmounts represent the aggregate grant date fair value of restricted shares and option awards granted to our NEOs, calculated in accordance with FASB ASC 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of restricted shares and option awards are set forth in Note 8 to our Consolidated Financial Statements for the year ended December 31, 2020 included in our Annual Report. The amount reported in this column reflects the accounting cost for these awards and does not correspond to the actual economic value that may be received by AAMC in the corresponding year.directors upon the vesting of the restricted shares, the exercise of the stock options, or any sale of the underlying shares of common stock.
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(2)
Consists of the cash annual incentive compensation related to performance measures satisfied in each year and generally awarded in the first quarter of the following year. For example, non-equity incentive compensation earned in 20182020 was paid in February 2019.January 2021. The non-equity incentive compensation for Messrs. Ellison, Lowe, and Gray were paid in the fourth quarter of 2020, and partially reimbursed by Front Yard as detailed more fully in the respective footnotes below.

(3)
Consists of contributions from AAMC to each executive officer for relocation expenses, as applicable; supplemental living expenses; car allowances, as applicable; education allowances, as applicable; travel allowances and medical benefits, as detailed below more fully in the respective footnotes below.

(4)
Mr. Chatterjee joined the Company on January 13, 2020 as Co-Chief Executive Officer, and upon resignation of Mr. Ellison on December 29, 2020, became the sole Chief Executive Officer of the Company. Mr. Chatterjee’s employment as Chief Executive Officer was terminated for cause effective April 16, 2021.
(4)(5)
The amount in 2016 includes $79,250reported for expenses relating2020 represents Mr. Chatterjee's base salary of $675,000 from his hire date of January 13, 2020, to December 31, 2020.
(6)
The amount reported for 2020 represents Mr. Ellison’s employment in the U.S. Virgin Islands,Chatterjee's $800,000 signing bonus, and equity inducement grants consisting of $67,370 for supplemental living expenses under his relocation package and $11,880 for rental car reimbursement, plus $32,735 in medical insurance benefits. The amount in 2017 includes $67,394 for supplemental living expenses relating to Mr. Ellison’s employment in the U.S. Virgin Islands, $22,596 in medical and life insurance benefits, $8,100 of 401(k) employer matching contributions and an aggregate dividend of $400,000 on his 10060,000 shares of Series B Preferred Stock in March 2017. The amount in 2018 includes $63,325 for supplemental living expenses relating to Mr. Ellison’s employment in the U.S. Virgin Islands, $28,814 in medical insurance benefits, $8,100 of 401(k) employer matching contributions and an aggregate dividend of $550,000 on his 100 shares of Series B Preferred Stock in February 2018. Mr. Ellison also received an aggregate dividend of $647,500 on his 100 shares of Series B Preferred Stock in February 2019. This amount will be included in Mr. Ellison’s 2019 “All Other Compensation” column in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders.

(5)On March 7, 2017, Mr. Ellison received a grant of 16,164 shares ofservice-based restricted stock with a grant date fair value of $1,270,167,$786,600, which was determined based on the average of the high and low sales pricesprice of our common stock on the date of grant. These restricted shares are subject to service-based vesting requirementsthe grant, and will vest ratably on each of March 7, 2018, 2019 and 2020. On February 20, 2018, Mr. Ellison received a grant of 16,487 shares of restricted60,000 performance-based stock options with a grant date fair value of $1,055,992, which was determined$636,733 based on the averageprobable achievement. Mr. Chatterjee's signing bonus was paid pursuant to his employment agreement and 50% of the high and low sales prices of our common stock on the date of grant. These restricted shares aresigning bonus is subject to service-based vesting requirements and will vest ratablyrepayment in the event that Mr. Chatterjee's employment is terminated by the Company for cause or by Mr. Chatterjee without good reason within two years of the start of his employment with the Company on eachJanuary 13, 2020. The grant date fair value of February 20, 2019, 2020 and 2021.Mr. Chatterjee's 60,000 performance-based stock options assuming maximum achievement is $3,408,600.

(6)(7)
The amount provided in 2016 includes $94,704reported for 2020 includes: $71,701 for supplemental living expenses relating to Mr. Lowe’sChatterjee's employment in the CaymanU.S. Virgin Islands, consisting$17,488 in medical and life insurance benefits, $10,614 in relocation costs, $35,000 for housing, and $45,862 for reimbursed expenses.
(8)
Mr. Ellison resigned as Chief Executive Officer on December 29, 2020.
(9)
Front Yard reimbursed AAMC for $42,019 of $74,400the $482,307 of Mr. Ellison's salary paid in 2020 pursuant to the transition plan associated with the termination of the Amended and Restated Asset Management Agreement (the “Amended AMA”) with Front Yard and Front Yard Residential L.P. (“FYR LP”).
(10)
The amount in 2020 represents a non-equity cash incentive award to Mr. Ellison of $947,500, of which $722,500 was reimbursed by Front Yard pursuant to the transition plan associated with the termination of the Amended AMA with Front Yard.
(11)
The amount reported for 2020 includes $47,986 for supplemental living expenses relating to Mr. Ellison's employment in the U.S. Virgin Islands, $32,584 in medical insurance benefits, $8,550 of 401(k) employer matching contributions, $10,499 in relocation costs and an aggregate dividend of $130,261 on his 100 shares of Series B Preferred Stock in December 2020 related to the 2020 fiscal year. Of the $229,880 of other compensation awarded to Mr. Ellison in 2020, $2,965 was reimbursed by Front Yard pursuant to the transition plan associated with the termination of the Amended AMA with Front Yard.
(12)
Mr. Lowe resigned as Chief Financial Officer effective December 31, 2020.
(13)
Front Yard reimbursed AAMC for $42,060 of the $482,307 of Mr. Lowe's salary paid in 2020 pursuant to the transition plan associated with the termination of the Amended AMA with Front Yard.
(14)
The amount in 2020 represents a non-equity cash incentive award to Mr. Lowe of $350,000, of which $87,500 was reimbursed by Front Yard pursuant to the transition plan associated with the termination of the Amended AMA with Front Yard.
(15)
The amount reported for 2020 includes $53,179 for supplemental living expenses under his relocation package for employment in the Cayman Islands, consisting of $48,000 for supplemental living expenses and $20,304 for rental car reimbursement, plus $3,659$5,179 for Cayman Islands government-required pension benefits, and $22,627$5,323 in medical insurance benefits. Of the $58,502 in all other compensation expenses awarded to Mr. Lowe in 2020, $4,000 was reimbursed by Front Yard pursuant to the transition plan associated with the termination of the Amended AMA with Front Yard.
(16)
Mr. Gray resigned as General Counsel effective December 31, 2020.
(17)
Front Yard reimbursed AAMC for $17,766 of the $390,923 of Mr. Gray's salary paid in 2020 pursuant to the transition plan associated with the termination of the Amended AMA with Front Yard.
(18)
The amount provided in 20172020 represents a non-equity cash incentive award to Mr. Gray of $315,000, of which $202,500 was reimbursed by Front Yard pursuant to the transition plan associated with the termination of the Amended AMA with Front Yard.
(19)
The amount reported for 2020 includes $80,040$63,849 for supplemental living expenses relating to Mr. Lowe’s employment in the Cayman Islands, consisting of $74,400 for supplemental living expenses under his relocation package and $5,640 for rental car


reimbursement, plus $3,658 for Cayman Islands government-required pension benefits and $24,439 in medical insurance benefits. The amount provided in 2018 includes $55,714 for supplemental living expenses relating to Mr. Lowe’s employment in the Cayman Islands, consisting of $52,400 for supplemental living expenses under his relocation package and $3,314 for home travel leave expenses, plus $5,448 for Cayman Islands government-required pension benefits and $26,225 in medical insurance benefits.

(7)On February 20, 2018, Mr. Lowe received a grant of 3,903 shares of restricted stock with a grant date fair value of $249,987, which was determined based on the average of the high and low sales prices of our common stock on the date of grant. These restricted shares are subject to service-based vesting requirements and will vest ratably on each of February 20, 2019, 2020 and 2021.

(8)The amount provided in 2016 includes $90,527 for expenses relating to Mr. Gray’sGray's employment in the U.S. Virgin Islands, consisting of $50,527 for supplemental living and storage expenses under his relocation package and $40,000 of education expense for his minor children, plus $2,735$46,470 in medical insurance benefits, $14,250 in 401(k) employer matching contributions and $23,533 in medical insurance benefits. The amount provided in 2017 includes $115,837 for expenses relating to Mr. Gray’s employment in the U.S. Virgin Islands, consisting of $50,551 for supplemental living and storage expenses under his relocation package, $55,058 of education expense for his minor children and $10,228 of home travel leave expenses, plus $13,500 in 401(k) employer matching contributions, $29,908 in medical and life insurance benefits, and an aggregate dividend of $100,000$29,962 on his 100 shares of Series C Preferred Stock in March 2017. The amount providedDecember 2020 related to the 2020 fiscal year. Of the $154,530 in 2018 includes $63,288 for supplemental living and storageall other compensation expenses relatingawarded to Mr. Gray’s employmentGray in 2020, $4,998 was reimbursed by Front Yard pursuant to the U.S. Virgin Islands plus $13,500 in 401(k) employer matching contributions, $39,459 in medical insurance benefits, and an aggregate dividendtransition plan associated with the termination of $125,000 on his 100 shares of Series C Preferred Stock in February 2018. Mr. Gray also received an aggregate dividend of $165,000 on his 100 shares of Series C Preferred Stock in February 2019. This amount will be included in Mr. Gray’s 2019 “All Other Compensation” column in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders.Amended AMA with Front Yard.

(9)The amount provided in 2017 represents Mr. Gray’s increase in base salary to $365,000 for the period of March 26, 2017 to December 31, 2017. The amount provided in 2018 represents Mr. Gray’s increase in base salary to $375,000 for the period of February 25, 2018 to December 31, 2018.

(10)On February 20, 2018, Mr. Gray received a grant of 2,342 shares of restricted stock with a grant date fair value of $150,005, which was determined based on the average of the high and low sales prices of our common stock on the date of grant. These restricted shares are subject to service-based vesting requirements and will vest ratably on each of February 20, 2019, 2020 and 2021.

(11)The amount provided in 2017 represents Mr. Dittrich's base salary of $260,000 prorated for the period from May 10, 2017 to December 31, 2017. The amount provided in 2018 represents Mr. Dittrich's increase in base salary to $267,000 for the period of February 25, 2018 to December 31, 2018.

(12)The amount provided in 2017 includes $62,311 for expenses relating to Mr. Dittrich’s employment in the U.S. Virgin Islands, consisting of $34,454 for housing expense, $10,096 of education expense for his minor child, $958 of home travel leave expenses and $16,803 of relocation expenses, plus $12,567 in medical and life insurance benefits. The amount provided in 2018 includes $48,973 for expenses relating to Mr. Dittrich’s employment in the U.S. Virgin Islands, consisting of $48,185 for housing expense and $788 of home travel leave expenses, plus $28,955 in medical insurance benefits and an aggregate dividend of $50,000 on his 100 shares of Series E Preferred Stock in February 2018. Mr. Dittrich also received an aggregate dividend of $85,000 on his 100 shares of Series E Preferred Stock in February 2019. This amount will be included in Mr. Dittrich’s 2019 “All Other Compensation” column in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders.



Outstanding Equity Awards at Fiscal Year-End

Elements of Compensation
The current compensation package for our NEOs consists of base salary and annual cash incentive compensation. This compensation structure was developed in order to provide each NEO with a competitive salary while emphasizing a cash incentive compensation element that is tied to the achievement of corporate goals and strategic initiatives as well as individual performance. The Compensation Committee also may, from time to time, grant equity compensation awards to the NEOs in order to further align their interests with AAMC’s stockholders. We believe that the following table sets forthelements of compensation are appropriate in light of our strategic initiatives, industry, current challenges and environment.
15
Base Salary. Base salaries for our NEOs are established based on individual qualifications and job responsibilities while taking into account compensation levels at similarly situated companies for similar positions.
Base salaries of the NEOs are expected to be reviewed annually during the performance appraisal process with adjustments made based on market information, internal review of the executive officer’s compensation in relation to other officers, the individual performance of the executive officer and our corporate performance. Salary levels are also considered upon a promotion or other change in job responsibility. Salary adjustment recommendations will be based on our overall performance and an analysis of compensation levels necessary to maintain and attract quality personnel. The Compensation Committee will set the base salary for the Chief Executive Officer and approve the base salaries for all other NEOs.
Annual Cash Incentive Compensation. Pursuant to our annual incentive philosophy, our executives can earn cash awards as determined by the Compensation Committee. Our philosophy provides the Compensation Committee and our management with the authority to establish incentive award guidelines, which are further discussed below.
Equity Awards. The Company adopted 2020 Equity Incentive Plan, which superseded the 2012 Equity Incentive Plan (together with the 2012 Equity Incentive Plan, the “Equity Incentive Plans”) to afford an incentive to officers, non-employee directors, employees, advisors and consultants of the Company and its affiliates to continue as officers, non-employee directors, employees, advisors or consultants, to increase their efforts on behalf of AAMC and to promote the success of AAMC’s business. From time to time, the Compensation Committee, as administrator, grants awards to our NEOs in addition to their annual cash incentive compensation.
Preferred Stock Plan. Following stockholder approval at the 2016 Annual Meeting of Stockholders, we implemented AAMC’s 2016 Employee Preferred Stock Plan (the “Preferred Stock Plan”). The Preferred Stock Plan authorizes the grant of restricted stock awardednon-voting Preferred Stock to AAMC’s U.S. Virgin Islands employees. The Preferred Stock Plan was created to induce certain employees to relocate and work in 2014, 2015,the U.S. Virgin Islands, remain in the employ of AAMC and provide additional incentive to promote the success of AAMC. On January 5, 2017, our Board of Directors authorized the acquisition of 100 shares of Series B Preferred Stock by Mr. Ellison and 100 shares of Series C Preferred Stock by Mr. Gray. In February 2018 and 2019, AAMC declared and paid dividends on the Preferred Stock held by Messrs. Ellison and Gray as well as other U.S. Virgin Islands employees of AAMC related to the 2017 and 2018 fiscal years, respectively. In addition, in December 2019, AAMC declared and paid dividends on the Preferred Stock held by Messrs. Ellison and Gray as applicable,well as other U.S. Virgin Islands employees of AAMC related to the 2019 fiscal year. On August 17, 2020, our Board of Directors authorized the acquisition of 100 shares of Series L Preferred Stock by Mr. Chatterjee. AAMC declared and paid dividends on the Preferred Stock held by Messrs. Ellison and Gray as well as other U.S. Virgin Islands employees of AAMC related to the 2020 fiscal year. Details regarding the dividends paid to Messrs. Ellison and Gray in each year are set forth in the footnotes to their “Other Compensation” column of the persons named“Summary Compensation Table” below. Mr. Lowe did not participate in the Summary Compensation Table. There were no options grantedPreferred Stock Plan.
Employee Relocation Program. In order to anyenable us to recruit top talent and incentivize key personnel to relocate, we offer a relocation package to individuals who are relocating to the U.S. Virgin Islands, and prior to 2021, the Cayman Islands, to work (the “Employee Relocation Program”). The Employee Relocation Program includes relocation benefits such as moving expenses, home sale support, a housing allowance, payment of applicable children’s school tuition fees and payment of “home leave” travel for return trips to the continental United States, in each case subject to certain limits and exceptions. Upon a participant’s departure after at least one year of service or termination without cause, such participant is eligible to receive reimbursement for relocation costs back to the continental United States. We believe that our Employee Relocation Program is necessary to attract and retain talent that is critical to our success.
Stock Ownership Policies
Although we do not have stock ownership requirements, our philosophy is that equity ownership by our directors and executives is important to attract, motivate, retain and to align their interests with the interests of our namedstockholders. The Compensation Committee believes that our various equity incentive plans are adequate to achieve this philosophy. We also maintain an insider trading policy detailing our trading window period for directors, executive officers. officers and other employees.
16
Other Compensation
The number and value of shares of restricted stock held byCompensation Committee’s policy with respect to other employee benefit plans is to provide benefits to our namedemployees, including executive officers, that hadare comparable to benefits offered by companies of a similar size to ours. A competitive comprehensive benefit program is essential to achieving the goal of attracting and retaining highly qualified employees.
Employment Agreements
Under his Amended and Restated Employment Agreement, Mr. Chatterjee was entitled to receive an initial annual base salary of $675,000, subject to annual adjustment by the Compensation Committee, with reduction in salary below such amount only permitted if part of an across-the-board reduction not vestedto exceed 10% of the salaries of all executive officers at the “chief” level. Mr. Chatterjee was eligible to earn annual cash bonuses beginning with the fiscal year ending December 31, 2018 are provided in columns (g) and (h) below.
  OPTION AWARDS RESTRICTED STOCK AWARDS
 (a) (b) (e) (f) (g)  (h)
Name Number of
Securities
Underlying
Unexercised
Options
Exercisable		 Option
Exercise
Price		 Option
Expiration
Date		 Number of Shares
or Units of Stock That
Have Not Vested (1)		 Market Value of
Shares or Units of
Stock That Have
Not Vested (2)
George G. Ellison —
 $—
 —
 51,168
(3) $1,519,178
Robin N. Lowe —
 —
 —
 8,008
(4) 237,758
Stephen H. Gray —
 —
 —
 2,342
  69,534
Rene Dittrich —
 —
 —
 —
  —
______________
(1)The number of shares in column (g) represent the awards of restricted stock under AAMC’s 2012 Equity Incentive Plan that remain unvested as follows: (a) Mr. Ellison received 44,132 restricted shares of common stock on February 17, 2015 with a grant date fair value of $7,988,982, of which 23,905 shares remain unvested at December 31, 2018; (b) Mr. Ellison received 16,164 restricted shares of common stock on March 7, 2017 with a grant date fair value of $1,270,167, of which 10,776 remain unvested at December 31, 2018; (c) Mr. Ellison received 16,487 restricted shares of common stock on February 20, 2018 with a grant date fair value of $1,055,992, all of which remain unvested at December 31, 2018; (d) Mr. Lowe received 21,898 restricted shares of common stock on October 8, 2014 with a grant date value of $14,399,269, of which 4,105 shares remain unvested at December 31, 2018; (e) Mr. Lowe received 3,903 restricted shares of common stock on February 20, 2018 with a grant date fair value of $249,987, all of which remain unvested at December 31, 2018; and (f) Mr. Gray received 2,342 restricted shares of common stock on February 20, 2018 with a grant date fair value of $150,005, all of which remain unvested at December 31, 2018.

(2)Market value was calculated by multiplying the number of shares in column (g) by $29.69, which was the closing price of AAMC’s common stock as quoted on NYSE American on December 31, 2018.

(3)As Mr. Ellison’s restricted stock agreement dated February 17, 2015 was amended on December 31, 2015, Mr. Ellison’s shares granted will vest in the following three tranches: (A) One third (33.33%) of the shares have vested or will vest in four equal annual installments on October 12, 2017, 2018, 2019 and 2020; (B) one-half (50%) of the shares have vested or will vest in four equal annual installments on October 13, 2017, 2018, 2019 and 2020 and (C) one-sixth (16.67%) of the shares have vested or will vest in four equal annual installments on January 13, 2018, 2019, 2020 and 2021.

(4)As Mr. Lowe’s restricted stock agreement dated October 8, 2014 was amended on December 31, 2015, Mr. Lowe’s shares granted thereunder vested in the following three tranches: (A) One quarter (25%) of the shares vested as follows: 25% of such amount will vest on October 12, 2017 and 75% of such amount vested on October 12, 2018; (B) one-half (50%) of the shares vested as follows: 25% of such amount vested on October 13, 2017 and 75% of such amount vested on October 13, 2018 and (C) one-quarter (25%) of the shares have vested or will vest as follows: 25% of such amount vested on January 13, 2018 and 75% of such amount will vest on January 13, 2019.

Grants2020. His target bonus was $1,600,000. His bonus was subject to the achievement of Plan-Based Awards

On March 7, 2017, Mr. Ellisonperformance targets established by the Compensation Committee. He also received a grantcash signing bonus of 16,164$800,000, subject to an obligation to repay 100% of such signing bonus if terminated by the Company for Cause (as defined in the Amended and Restated Employment Agreement) or without Good Reason (as defined in the Amended and Restated Employment Agreement) within the first year following January 13, 2020 or 50% of such signing bonus if terminated by the Company for Cause or without Good Reason during the second year following January 13, 2020. Mr. Chatterjee also received an initial equity award, which award was made outside of the Company’s 2012 Equity Incentive Plan (the “Plan”) but was otherwise subject to the terms and conditions of the Plan. Such initial equity award was an “inducement award” for purposes of the NYSE American’s exemption from shareholder approval requirements for inducement awards. The equity award consisted of performance-based options to purchase 60,000 shares of restricted stock with a grant date fair value of $1,270,167, which was determined based on the average of the high and low sales prices of our common stock onand 60,000 service-based restricted shares. The options were subject to vesting following the achievement of certain trading price targets and further time-based vesting criteria thereafter. The restricted shares were to vest annually over a three-year period following the date of grant. These restricted shares areHe was eligible to participate in the Company’s health, life insurance, disability, retirement and other welfare plans on the same terms available to other senior executives. Upon termination of employment, Mr. Chatterjee was eligible to receive accrued salary and benefits payable through the date of termination. He was subject to service-basedcustomary confidentiality and non-disparagement obligations, as well as a twelve-month obligation not to solicit clients, customers or employees. In addition, if his employment was terminated by the Company for Cause or by Mr. Chatterjee without Good Reason, he was subject to a twelve-month non-competition obligation. If his employment was terminated by the Company without Cause or by Mr. Chatterjee for Good Reason, Mr. Chatterjee was entitled to receive severance equal to the sum of his annual base salary and annual target bonus, payable in twelve month installments, and accelerated vesting requirementsof his equity awards (except as prohibited by the Plan), in each case, subject to his execution of a customary release, providing, among other things, confirmation of his confidentiality, non-disparagement and will vest ratably onnon-solicitation obligations.
Each of our NEOs during the 2020 calendar year had executed an Employee Intellectual Property and Confidentiality Agreement at the time they joined AAMC that contains covenants to maintain our confidential information and that all developments by such executive shall be our property.
Potential Payments upon Termination or Change in Control
Below is a description of the termination benefits payable to the NEOs, except Mr. Chatterjee, whose benefits are described above under “Employment Agreements”.
Under our employment arrangements with each of March 7, 2018, 2019Messrs. Ellison, Lowe and Gray, in the event that his employment was terminated by us without “cause,” he was entitled to receive severance benefits of up to six months’ base salary. In these instances, we would have also been required to pay standard relocation costs to relocate the executive to his previous domicile prior to being relocated to the U.S. Virgin Islands or the Cayman Islands, as applicable. If any of our executives’ employment was terminated for cause, his employment may have been terminated without notice and with no liability to make any further payment to him, other than amounts accrued and unpaid as of the date of his termination.
Under the terms of their outstanding restricted stock award agreements, each of Messrs. Ellison, Lowe and Gray have vested, and Mr. Ellison has received vesting of common stock with a value of $748,216, Mr. Lowe has received vesting of common stock with a value of $183,617 and Mr. Gray has received vesting of common stock with a value of $106,770, based on AAMC’s closing stock price of $23.58 per share on December 31, 2020.
17
On February 20, 2018,
The Compensation Committee may in its discretion revise, amend or add to the benefits of each executive officer. None of our executive officers currently has an arrangement in which they would be entitled to a payment on a change of control of AAMC, other than payments for termination described above to the extent the surviving party in a change of control transaction assumes the employment arrangements described above. Messrs. Ellison, Lowe and Gray also had change in control agreements with Front Yard that provide for the payment of certain change in control compensation by Front Yard to such NEOs if, within two years of a “Change of Control” of Front Yard (as defined therein), the executive was terminated without “Cause” (as defined therein) or terminates his employment with us for “Good Reason” (as defined therein). Pursuant to such change in control agreements with Front Yard, the obligation to pay the change in control amount is the obligation of Front Yard, not AAMC. Such payments would be reduced to the extent of AAMC severance payment amounts described above.
2020 Compensation Determinations
Under AAMC’s annual cash incentive compensation plan, our NEOs can earn cash incentive compensation awards as determined by the Compensation Committee. The Compensation Committee and management have the authority to establish incentive compensation award guidelines. Each NEO has a targeted annual cash incentive award that is expressed as a percentage of his or her annual cash total target compensation. In 2020, 28-46% of total annual cash target compensation was payable to our NEOs only upon achievement of certain Company and individual performance levels. The appropriate targeted percentage varies based upon the nature and scope of each NEO’s responsibilities.
Our annual incentive-based cash compensation is structured to motivate executives to achieve key performance objectives by rewarding the executives for such achievement. We seek to accomplish this by utilizing a balanced methodology that incorporates multiple financial and non-financial performance objectives developed through our annual strategic planning process. The Compensation Committee also determined that there were certain goals for the Front Yard business being managed by the executive officers given that the achievement of Front Yard's goals would enable Front Yard to meet performance targets that could translate into higher asset management revenues for AAMC.
For 2020, corporate goals for both Front Yard and AAMC were developed by our Compensation Committee and included targets pertaining to (a) a renegotiation of the asset management agreement between AAMC and Front Yard in order to provide better termination fee protection to AAMC, prevent the asset management fees from continuing to decrease under the asset management agreement and provide a simpler market approach in the asset management agreement for AAMC to increase the fees payable to AAMC while enabling Front Yard to achieve general and administrative expense load more in line with industry standards, (b) further optimizing Front Yard’s debt facilities to cap and/or fix interest rate exposure, (c) completing the internalization of Front Yard's property management of its approximately 8,000 remaining externally managed rental properties on an accelerated basis to ensure Front Yard’s entire portfolio is internally managed, (d) improving and/or rationalizing the rental property operating metrics of Front Yard, (e) when permitted, adding additional revenue streams to AAMC that do not adversely affect the services provided to Front Yard under the asset management agreement, and (f) developing options to address the Series A Preferred Stock of AAMC.
This incentive compensation structure is intended to align the goals of our incentive eligible employees with the overall success of AAMC and Front Yard, as AAMC’s primary client, and ultimately with the interests of our stockholders.
The Company’s Compensation Committee reviewed the recommendation of the Chief Executive Officer with respect to the annual incentive compensation of Messrs. Lowe and Gray and could determine to amend such annual incentive compensation based on such factors as it determines are appropriate, including market information and individual performance. In coming to his recommendation to the Compensation Committee awardedregarding the annual incentive compensation for Messrs. Lowe and Gray, the Chief Executive Officer has historically considered those elements of the AAMC executive scorecard that are attributable to Front Yard's and AAMC's performance. In light of AAMC's focus throughout 2020 on Front Yard's strategic alternatives review process, the integration of all external property management onto Front Yard's internal property management platform and the renegotiation and amendment of the asset management agreement between Front Yard and AAMC, AAMC did not approve separate executive scorecard metrics attributable to Front Yard's and AAMC's performance for 2020. The Front Yard strategic alternative review process resulted in the proposed acquisition of
18
Front Yard by affiliates of Amherst Residential, LLC (“Amherst”) pursuant to an Agreement and Plan of Merger, dated as of February 17, 2020. The integration of Front Yard's property management onto the internal platform was successfully completed well ahead of schedule, and the renegotiation of the asset management agreement resulted in a new amended and restated asset management agreement in May 2019 (the “Amended AMA”) that addressed the goals of both Front Yard and AAMC.
In light of the Compensation Committee's review of these important successful initiatives, balanced against the operating challenges faced by Front Yard following the transfer of more than 12,000 properties onto Front Yard's internal property management platform, the Compensation Committee approved the following cash incentive compensation awards to our NEOs: an annual cash bonus of $947,500 to Mr. Ellison, or 66.7% of his aggregate target cash bonus opportunity; an aggregateannual cash bonus of 16,487 shares of AAMC restricted stock with a grant date fair value of $1,055,992,$350,000 to Mr. Lowe, or 87.5% of his aggregate target cash bonus opportunity; and an aggregateannual cash bonus of 3,903 shares of AAMC restricted stock with a grant date fair value of $249,987 and$315,000 to Mr. Gray, anor 71.4% of his aggregate of 2,342 shares ofbonus opportunity. The Compensation Committee determined to award these bonuses, which were in line with the cash bonuses paid to the executives for 2019 in order to continue to incentivize them, considering the determination that the compensation to the executives continued to be lower than the median compensation to executives in similar companies, while ensuring that our NEOs' year-end incentive compensation payable by AAMC


restricted stock with a grant date fair value of $150,005. These restricted shares are subject to service-based vesting requirements and will vest ratably on each of February 20, 2019, 2020 and 2021.

Although did not contained inincrease from the table abovepast three years, due to the award after December 31, 2018, on January 23,continued challenging financial performance of AAMC. The 2019 the Compensation Committee awardedyear-end bonuses for each of Mr. Ellison an aggregate of 39,355 shares of AAMC restricted stock with a grant date fair value of $1,049,991,and Mr. Lowe an aggregatewere not paid in light of 9,730 shares of AAMC restricted stock with a grant date fair value of $259,596the Front Yard merger transaction not being consummated, and Mr. Gray an aggregate of 5,622 shares of AAMC restricted stock with a grant date fair value of $149,995. These restricted shares are subjectGray’s 2019 year-end bonus was paid in August 2020. Please see the Summary Compensation Table under “Executive Compensation” for the actual amounts awarded to service-based vesting requirements and will vest ratably on each of January 23, 2020, 2021 and 2022.

Option Exercises

None of our named executive officers had any options to purchase our common stock. Therefore, none of our named executive officers exercised any options during the year ended December 31, 2018.



RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal Two)

NEOs for 2019 performance.
The Audit Committee ofbase salary paid and the annual cash incentive compensation approved for our Board of Directors has appointed Ernst & Young LLP to be our independent registered public accounting firmNEOs totaled $3,596,538 in the aggregate for the year ending December 31, 2019. The Audit Committee has further directed that such appointment be submitted for approval by our stockholders at the Annual Meeting.

Representatives of Ernst & Young LLP will be present at the Annual Meeting, will be given the opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions from our stockholders. To ratify the appointment of Ernst & Young LLP to be our independent registered public accounting firm for the year ending December 31, 2019, the affirmative vote of a majority2020, or approximately 26.2% of the votes cast atmanagement fees of $13,712,696 paid by Front Yard to AAMC. Of such $3,596,538 for our NEOs, 55.2% or $1,984,038 was paid as base salary and 44.8% or $1,612,500 was approved in the Annual Meeting on the proposal is required.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019.

Reportform of annual cash incentive compensation. $101,845 of the Audit Committee

The Audit Committee (the “Audit Committee”)base salary and $1,012,500 of the Board of Directors (the “Board of Directors”) has:

Reviewed and discussed with management AAMC’s audited financial statements as of and for the year ended December 31, 2018;
Discussed with Ernst & Young LLP, AAMC’s independent registered public accounting firm, the matters required to be discussed under Public Company Accounting Oversight Board (“PCAOB”) standards; and
Received and reviewed the written disclosures and the letterrequiredannual cash incentive compensation were reimbursed by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with Ernst & Young LLP their independence.

In reliance on the review and discussion referred to above, the Audit Committee recommendedFront Yard pursuant to the Board of Directors that the audited financial statements be included in AAMC’s Annual Report on Form 10-K for the year ended December 31, 2018.

Audit Committee:
May 21, 2019John P. de Jongh, Jr., Chair
Ricardo C. Byrd, Director
Nathaniel Redleaf, Director



Ernst & Young LLPFees

The following table shows the aggregate fees billed to AAMC for professional services by Ernst & Young LLP with respect to our fiscal year ended December 31, 2018 and 2017:

Category 2018 2017
Audit Fees $401,475
 $386,000
Audit-Related Fees 30,000
 —
Tax Fees 28,000
 16,885
All Other Fees —
 —
Total $459,475
 $402,885

Audit Fees. This category includes the aggregate fees and expenses billed for professional services rendered for the audits of AAMC’s consolidated financial statements for the fiscal years ended December 31, 2018 and 2017, for reviews of the financial statements included in AAMC’s quarterly reports on Form 10-Q during those fiscal years and for services that are normally provided by the independent registered public accounting firm and affiliates in connection with statutory and regulatory filings or engagements for the relevant fiscal year.

Audit-Related Fees. This category includes the aggregate fees billed for audit-related services by the independent registered public accounting firm that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above under “Audit Fees.” Such fees include a quality assurance review of our internal audit function for the year ended December 31, 2018. We did not incur any such other fees for the year ended December 31, 2017.

Tax Fees. This category would include the aggregate fees billed for professional services rendered by the independent registered public accounting firm for tax compliance and tax planning.

All Other Fees. This category would include the aggregate fees billed for products and services provided by the independent registered public accounting firm that are not reported above under “Audit Fees,” “Audit-Related Fees” or “Tax Fees.” We did not incur any such other fees for the years ended December 31, 2018 and 2017.

The Audit Committee considered the fees paid to Ernst & Young LLP for the fiscal year ended December 31, 2018 and determined that the services and fees are compatible with the independence of Ernst & Young LLP.

Audit Committee Pre-Approval Policy

The Audit Committee is required to pre-approve the audit and (unless the de minimus exception of applicable law permits) non-audit services performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair the independent registered public accounting firm’s independence. Unless a type of service to be provided by the independent registered certified public accounting firm has received general pre-approval, it will require specific pre-approval by the Audit Committee. For the fiscal year ended December 31, 2018, all feestransition plan associated with the independent registered public accounting firm’s services were pre-approved by the Audit Committee.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND RELATED STOCKHOLDER MATTERS

Beneficial Ownership of Common Stock

The following table sets forth certain information regarding the beneficial ownership of our common stock astermination of the record date by:

each Director and named executive officer of AAMC;
all Directors and executive officers of AAMC as a group; and
all persons known by AAMC to own beneficially 5% or more of the outstanding common stock.

The table is based upon information supplied to us by Directors, executive officers and principal stockholders and filings under the Exchange Act and is based on an aggregate of 1,589,321 shares issued and outstanding as of April 29, 2019, which does not include 1,294,822 shares held by us in treasury. Unless otherwise indicated, the address of all persons below is: Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, United States Virgin Islands 00820.

Shares Beneficially Owned as of April 29, 2019
Name of Beneficial Owner: Amount Percent
William C. Erbey (1) 790,749
 49.8%
Putnam Investments, LLC (2) 295,916
 18.6%
Snow Park Capital Partners, LP (3) 79,799
 5.0%
Directors and Named Executive Officers: Amount Percent
George G. Ellison (4) 24,814
 1.5%
Robin N. Lowe (5) 21,424
 1.3%
Stephen H. Gray (6) 3,780
 *
Rene Dittrich (7) —
 —
Ricardo C. Byrd (8) 4,262
 *
John A. Engerman —
 —
John P. de Jongh, Jr. (8) 2,102
 *
Nathaniel Redleaf (9) —
 —
All Directors and Executive Officers as a Group (7 persons) (10) 56,382
 3.3%
___________
*Less than 1%

(1)Based on information contained in a Schedule 13D/A filed by Mr. Erbey on March 6, 2019 and a Form 4 filed by Mr. Erbey on March 5, 2019. Includes: (a) 26,293 shares of common stock held by the Carisma Trust, a Nevada trust, the trustee of which is Venia, LLC, a Nevada limited liability company (“Venia”) and (b) 681,029 shares of common stock held by Salt Pond Holdings, LLC, a U.S. Virgin Islands limited liability company (“Salt Pond���) of which the Christiansted Trust, a U.S. Virgin Islands trust (the “C-Trust”), the Frederiksted Trust, a U.S. Virgin Islands trust (the “F-Trust”), and Erbey Holding Corporation, Inc., a Delaware corporation (“Erbey Holding”) are members. Erbey Holding is wholly owned by the Carisma Trust, the trustee of which is Venia (together with Mr. Erbey, E. Elaine Erbey (“Mrs. Erbey”), Erbey Holding, Salt Pond, the C-Trust, the F-Trust and the Carisma Trust, the “Reporting Persons”). The members of Venia are Mrs. Erbey, John Erbey (Mr. Erbey’s brother) and Andrew Burnett, although Mr. Erbey is given sole investment and voting control over any securities owned by Venia or the Carisma Trust. Mr. Erbey, John Erbey, Mrs. Erbey and Salt Pond are co-trustees of the C-Trust. Mr. Erbey, John Erbey, and Salt Pond are co-trustees of the F-Trust. Mr. Erbey, Erbey Holding, the C-Trust, the F-Trust, the Carisma Trust and Venia each may be deemed to beneficially own the 681,029 shares of common stock held by Salt Pond.

(2)Based on information contained in a Schedule 13G/A jointly filed with the SEC on February 14, 2019 by Putnam Investments, LLC, Putnam Investment Management, LLC, the Putnam Advisory Company, LLC and Putnam Equity Spectrum Fund (collectively, “Putnam”). Includes 270,476 shares as to which sole voting power is claimed, 296,916 shares


as to which sole dispositive power is claimed and zero shares as to which shared voting power and shared dispositive power is claimed. Putnam’s address is One Post Office Square, Boston, Massachusetts 02109.

(3)Based on information contained in a Schedule 13G/A jointly filed with the SEC on April 5, 2019 by Snow Park Capital Markets, LP, Snow Park Capital Management, LLC, Snow Park Capital Partners GP, LLC and Jeffrey Pierce (collectively, “Snow Park”). Includes 79,799 shares as to which shared voting power and shared dispositive power is claimed and zero shares as to which sole voting and dispositive power is claimed. Snow Park’s address is 515 Madison Avenue, New York, NY 10022.

(4)Does not include an aggregate of 77,800 restricted shares of our common stock granted under the 2012 Equity Incentive Plan which do not vest within 60 days after April 29, 2019. Mr. Ellison also owns 100 shares of Series B Preferred Stock, which are excluded from the table above because such shares are not transferable and have no voting power.

(5)Does not include an aggregate of 12,332 restricted shares of our common stock granted under the 2012 Equity Incentive Plan which do not vest within 60 days after April 29, 2019.

(6)Does not include an aggregate of 7,183 restricted shares of our common stock granted under the 2012 Equity Incentive Plan which do not vest within 60 days after April 29, 2019. Mr. Gray also owns 100 shares of Series C Preferred Stock, which are excluded from the table above because such shares are not transferable and have no voting power.

(7)Mr. Dittrich owns 100 shares of Series E Preferred Stock, which are excluded from the table above because such shares are not transferable and have no voting power.

(8)Includes 933 shares issuable to each of Messrs. Byrd and de Jongh for service on our Board of Directors for the 2018 to 2019 service year that vest on June 20, 2019.

(9)Mr. Redleaf is a Partner at Luxor. As per Luxor's policies, Mr. Redleaf is not entitled to any compensation, whether cash or stock, for his service on the boards of directors on any portfolio company of Luxor.

(10)Includes Messrs. Ellison, Lowe, Gray, Dittrich, Byrd, de Jongh and Redleaf. Does not include an aggregate of 97,315 restricted shares of common stock granted to Mr. Ellison, Mr. Lowe and Mr. Gray under the 2012 Equity Incentive Plan, because such restricted shares do not vest within 60 days after April 29, 2019.



Amended AMA with Front Yard.
Equity Compensation Plan Information

The following table sets forth information as December 31, 20182020 with respect to compensation plans under which our equity securities are authorized for issuance.issuance (other than the 2016 Employee Preferred Stock Plan).

Plan Category
​​
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights
(a)
​​
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(b)
​​
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity Compensation Plans Approved by Security Holders:
2012 Equity Incentive Plan
​​
118,982
​​
$4.01
​​
2,442
2012 Special Equity Incentive Plan
​​
—
​​
$—
​​
—
2020 Equity Incentive Plan
​​
—
​​
$—
​​
166,378
 
​​
 
​​
 
​​
 
Equity Compensation Plans Not Approved by Security Holders:
Indroneel Chatterjee(1)
​​
60,000
​​
$13.11
​​
60,000
Total
​​
187,013
​​
$2.77
​​
228,820
Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options and RSUs Weighted Average Exercise Price of Outstanding Options Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
       
Equity Compensation Plans Approved by Security Holders:
2012 Equity Incentive Plan 88,179
 $2.77
 54,922
2012 Special Equity Incentive Plan 250
 1.51
 —
       
Equity Compensation Plans Not Approved by Security Holders:
None —
 —
 —
Total 88,429
 $2.75
 54,922
(1)
As approved in connection with his appointment as our Co-Chief Executive Officer on January 13, 2020, Mr. Chatterjee was granted inducement equity awards that were made outside of our 2012 Equity Incentive Plan but were otherwise subject to the terms and conditions of the 2012 Equity Incentive Plan. Such initial equity award qualified as “inducement awards” for purposes of the NYSE American's exemption from stockholder approval requirements for inducement awards. The equity awards consisted of options to purchase 60,000 shares of common stock and 60,000 restricted shares. The options were subject to vesting following the achievement of certain trading price targets and further time-based vesting criteria thereafter. The restricted shares would have vested annually over a three-year period following the grant date of January 30, 2020.
19
The 2012 Equity Plan allowsIncentive Plans allow for grants to be made in a number of different forms, including but not limited to options, restricted stock, restricted stock units and stock appreciation rights. We granted options to purchase our common stock to the option holders of Altisource Portfolio Solutions S.A. (“ASPS”) under the 2012 Equity Plan and the 2012 Special Equity Incentive Plan in connection with the separation from ASPS. Other than the grant of these options, we have granted restricted shares of common stock under the 2020 Equity Incentive Plan, 2012 Equity Incentive Plan, and 2012 Special Equity Incentive Plan subject to the vesting requirements described below in “Compensation Discussion and Analysis - Equity Incentive Plan.“Executive Compensation.” We do not expect to grant any additional options or restricted shares under the 2012 Special Equity Incentive Plan, which was limited to the grants on or prior to our separation from ASPS; all future grants will bemade after our separation from ASPS were made out of our 2012 Equity Incentive Plan. We have also issued shares of common stock to our non-management Directorsdirectors in connection with their service on our Board of Directors as described above in “Director Compensation.”
2016 Employee Preferred Stock Plan
On May 26, 2016, the 2016 Employee Preferred Stock Plan (the “Employee Preferred Stock Plan”) was approved by our stockholders. Pursuant to the Employee Preferred Stock Plan, the Company may grant one or more series of non-voting preferred stock, par value $0.01 per share, in the Company to induce certain employees to become employed and remain employees of the Company in the USVI, and any of its future USVI subsidiaries, to encourage ownership of shares in the Company by such USVI employees and to provide additional incentives for such employees to promote the success of the Company’s business.
Pursuant to our stockholder approval of the Employee Preferred Stock Plan, on December 29, 2016, the Company authorized 14 additional series of preferred stock of the Company, consisting of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, Series L Preferred Stock, Series M Preferred Stock, Series N Preferred Stock and Series O Preferred Stock, and each series shall consist of up to an aggregate of 1,000 shares.
We have issued shares of preferred stock under the Employee Preferred Stock Plan to certain of our USVI employees. These shares of preferred stock are mandatorily redeemable by us in the event of the holder's termination of service with the Company for any reason. At December 31, 2020 and 2019, we had 1,100 and 1,000 shares outstanding, respectively.
Outstanding Equity Awards at 2020 Fiscal Year-End
The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2020:
 
​​
OPTION AWARDS
​​
STOCK AWARDS
(a)
​​
(d)
​​
(e)
​​
(f)
​​
(g)
​​
(h)
Name
​​
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
​​
Number of Shares
or Units of Stock That
Have Not Vested
(#)
​​
Market Value of
Shares or Units of
Stock That Have
Not Vested(1)
($)
Indroneel Chatterjee
​​
60,000(2)
​​
$13.11
​​
1/30/2030
​​
60,000(3)
​​
$1,414,800
George G. Ellison
​​
—
​​
—
​​
—
​​
33,571(4)
​​
$791,604
Robin N. Lowe
​​
—
​​
—
​​
—
​​
7,787(4)
​​
$183,617
Stephen H. Gray
​​
—
​​
—
​​
—
​​
4,528(4)
​​
$106,770
(1)
Represents the fair market value of the restricted shares as of December 31, 2020, based on the closing price of AAMC’s common stock, as quoted on NYSE American, of $23.58 per share on December 31, 2020.
(2)
All of these options were forfeited by Mr. Chatterjee upon his termination for cause. Mr. Chatterjee's inducement performance-based options would have been earned based on the achievement of two stock price hurdles. The first tranche of 40,000 performance options was subject to a hurdle stock price of $52.44, which was four times the $13.11 exercise price (the “First Performance Goal”). Once
20
the First Performance Goal had been attained, 13,333 options would have vested and become exercisable immediately, while an additional 26,667 options would have been subject to a time-based service requirement, vesting in equal installments on the first and second anniversary following attainment of the First Performance Goal. The second tranche of 20,000 performance options was subject to a hurdle stock price of $104.88, which was eight times the $13.11 exercise price (the “Second Performance Goal”). Once achieved, 6,666 options vested and became exercisable immediately, while an additional 13,334 options would have been subject to a time-based service requirement vesting in equal installments on the first and second anniversary following the attainment of the Second Performance Goal. All of the aforementioned vesting requirements of the inducement performance options were subject to an expiration period ending ten years following the January 30, 2020 grant date.
(3)
All of these shares, other than those which vested in the first installment on January 30, 2021, were forfeited by Mr. Chatterjee upon his termination for cause. Mr. Chatterjee's inducement restricted stock awards were subject to service-based vesting requirements and would have vested ratably on each of January 30, 2021, 2022, and 2023.
(4)
With respect to the unvested time-based restricted stock for Messrs. Ellison, Lowe, and Gray, 33,571, 7,787, and 4,528 shares vested on or before February 16, 2021, respectively.
21
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal Two)
The Audit Committee of our Board of Directors has appointed Ernst & Young LLP to be our independent registered public accounting firm for the year ending December 31, 2021. The Audit Committee has further directed that such appointment be submitted for ratification by our stockholders at the Annual Meeting.
Representatives of Ernst & Young LLP will be present at the Annual Meeting, will be given the opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions from our stockholders. To ratify the appointment of Ernst & Young LLP to be our independent registered public accounting firm for the year ending December 31, 2021, the affirmative vote of a majority of the votes cast at the Annual Meeting on the proposal is required.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021.
22
Report of the Audit Committee
The Audit Committee of the Board of Directors has:
Reviewed and discussed with management AAMC’s audited financial statements as of and for the year ended December 31, 2020;
Discussed with Ernst & Young LLP, AAMC’s independent registered public accounting firm, the matters required to be discussed under PCAOB standards; and
Received and reviewed the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with Ernst & Young LLP their independence.
In reliance on the review and discussion referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the 2020 Annual Report.
​​
Audit Committee:
​​
​​
October 6, 2021
​​
John P. de Jongh, Jr., Chair
​​
​​
​​
Ricardo C. Byrd, Director
​​
​​
​​
John A. Engerman, Director
​​
​​
23
Ernst & Young LLP Fees
The following table shows the aggregate fees billed to AAMC for professional services by Ernst & Young LLP with respect to our fiscal year ended December 31, 2020 and 2019:
Category
​​
2020
​​
2019
Audit Fees
​​
$468,950
​​
$450,666
Audit-Related Fees
​​
—
​​
—
Tax Fees
​​
17,546
​​
46,957
All Other Fees
​​
—
​​
—
Total
​​
$486,496
​​
$497,623
Audit Fees. This category includes the aggregate fees and expenses billed for professional services rendered for the audits of AAMC’s consolidated financial statements for the fiscal years ended December 31, 2020 and 2019, for reviews of the financial statements included in AAMC’s quarterly reports on Form 10-Q during those fiscal years and for services that are normally provided by the independent registered public accounting firm and affiliates in connection with statutory and regulatory filings or engagements for the relevant fiscal year.
Audit-Related Fees. This category includes the aggregate fees billed for audit-related services by the independent registered public accounting firm that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above under “Audit Fees.”
Tax Fees. This category would include the aggregate fees billed for professional services rendered by the independent registered public accounting firm for tax compliance and tax planning.
All Other Fees. This category would include the aggregate fees billed for products and services provided by the independent registered public accounting firm that are not reported above under “Audit Fees,” “Audit-Related Fees” or “Tax Fees.” We did not incur any such other fees for the years ended December 31, 2020 and 2019.
Audit Committee Pre-Approval Policy
The Audit Committee is required to pre-approve the audit and (unless the de minimis exception of applicable law permits) non-audit services performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair the independent registered public accounting firm’s independence. Unless a type of service to be provided by the independent registered certified public accounting firm has received general pre-approval, it will require specific pre-approval by the Audit Committee. For the fiscal year ended December 31, 2020 and 2019, all fees associated with the independent registered public accounting firm’s services were pre-approved by the Audit Committee.
The Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.
24
ADVISORY VOTE ON EXECUTIVE COMPENSATION
“SAY-ON-PAY”
(Proposal Three)
As required by Section 14A of the Exchange Act and in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are providing our stockholders with the opportunity to vote to approve, on an advisory and non-binding basis, the compensation of our NEOs as disclosed in accordance with SEC rules in this Proxy Statement. This proposal is commonly known as a “say-on-pay” proposal. The compensation of our NEOs as disclosed in this Proxy Statement includes the disclosure under “Executive Compensation,” and other narrative and tabular executive compensation disclosure in this Proxy Statement, as required by SEC rules.
Please read the “Executive Compensation” for additional details about our executive compensation programs, including information about the fiscal year 2020 compensation of our NEOs.
Accordingly, the following advisory and non-binding resolution will be presented to our stockholders at the 2021 Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Executive Compensation, the Summary Compensation Table and the other related tables and disclosures, and any related material disclosed in this Proxy Statement.”
Although this approval is advisory and non-binding, our Board and the Compensation Committee value the opinions of our stockholders and will consider the voting results when making future decisions regarding compensation of our NEOs.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL,
ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Ownership of Common Stock
The following table sets forth certain information regarding the beneficial ownership of our common stock as of October 4, 2021 by:
each director, NEO and current executive officer of the Company;
all directors and current executive officers of the Company as a group; and
all persons known by the Company to own beneficially 5% or more of the outstanding common stock.
The table is based upon information supplied to us by directors, executive officers and principal stockholders and filings under the Exchange Act and is based on an aggregate of 2,055,561 shares issued and outstanding as of October 4, 2021, which does not include 1,360,980 shares held by us in treasury. Unless otherwise indicated, the address of our directors and executive officers is: Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, United States Virgin Islands 00820.
Shares Beneficially Owned as of October 4, 2021
 
​​
Amount
​​
Percent
Name of Beneficial Owner:
​​
 
​​
 
William C. Erbey(1)
​​
805,749
​​
39.2%
Putnam Investments, LLC(2)
​​
337,785
​​
16.4%
Snow Park Capital Partners, LP(3)
​​
71,643
​​
3.5%
 
​​
Amount
​​
Percent
Directors and Officers:
​​
 
​​
 
Indroneel Chatterjee(4)
​​
58,027
​​
2.8%
George G. Ellison(5)
​​
85,577
​​
4.2%
Robin N. Lowe(6)
​​
33,300
​​
1.6%
Stephen H. Gray(7)
​​
10,128
​​
*
Chris Moltke-Hansen(8)
​​
4,774
​​
*
P. Graham Singer(9)
​​
5,303
​​
*
Ricardo C. Byrd(10)
​​
9,437
​​
*
John A. Engerman(10)
​​
7,105
​​
*
John P. de Jongh, Jr.(10)
​​
7,277
​​
*
Thomas K. McCarthy
​​
0
​​
*
Stephen Krallman(11)
​​
5,000
​​
*
Kevin Sullivan(12)
​​
3,000
​​
*
All directors and current Executive Officers as a Group (6 persons)(13)
​​
31,819
​​
1.5%
*
Less than 1%
(1)
Based on information contained in a Schedule 13D/A filed by Mr. Erbey on May 19, 2021. Includes: (a) 26,293 shares of common stock held by the Carisma Trust, a Nevada trust, the trustee of which is Venia, LLC, a Nevada limited liability company (“Venia”) and (b) 696,029 shares of common stock held by Salt Pond Holdings, LLC, a U.S. Virgin Islands limited liability company (“Salt Pond”) of which the Christiansted Trust, a U.S. Virgin Islands trust (the “C-Trust”) and Erbey Holding Corporation, Inc., a Delaware corporation (“Erbey Holding”) are members. Erbey Holding is wholly owned by the Carisma Trust, the trustee of which is Venia (together with Mr. Erbey, Erbey Holding, Salt Pond, the C-Trust and the Carisma Trust, the “Reporting Persons”). The members of Venia are John Erbey (Mr. Erbey’s brother) and Andrew Burnett, although Mr. Erbey is given sole investment and voting control over any securities owned by Venia or the Carisma Trust. Mr. Erbey, John Erbey and Salt Pond are co-trustees of the C-Trust. Mr. Erbey, Erbey Holding, the C-Trust, the Carisma Trust and Venia each may be deemed to beneficially own the 696,029 shares of common stock held by Salt Pond.
(2)
Based on information contained in a Schedule 13G/A jointly filed with the SEC on March 10, 2021 by Putnam Investments, LLC, Putnam Investment Management, LLC, the Putnam Advisory Company, LLC and Putnam Focused Equity Fund (collectively, “Putnam”). Includes zero shares as to which sole voting power is claimed, 337,785 shares as to which sole dispositive power is claimed and zero shares as to which shared voting power and shared dispositive power is claimed. Putnam’s address is 100 Federal Street, Boston, Massachusetts 02110.
26
(3)
Based on information contained in a Schedule 13G/A jointly filed with the SEC on February 9, 2021 by Snow Park Capital Partners, LP, Snow Park Capital Management, LLC, Snow Park Capital Partners GP, LLC and Jeffrey Pierce (collectively, “Snow Park”). Includes 71,643 shares as to which shared voting power and shared dispositive power is claimed and zero shares as to which sole voting and dispositive power is claimed. Snow Park’s address is 1345 Avenue of the Americas, Office 33-023, New York, NY 10105.
(4)
Does not include the 40,000 unvested restricted shares of common stock, which were forfeited upon Mr. Chatterjee’s termination for cause. Mr. Chatterjee also owns 100 shares of Series L Preferred Stock, which are excluded from the table above because such shares are not transferable and have no voting power.
(5)
Based on information contained in a Form 4 filed by Mr. Ellison on October 14, 2020.
(6)
Based on information contained in a Form 4 filed by Mr. Lowe on February 21, 2020.
(7)
Based on information contained in a Form 4 filed by Mr. Gray on February 21, 2020.
(8)
Based on information contained in a Form 4 filed by Mr. Moltke-Hansen on February 26, 2021. Does not include 5,000 unvested restricted shares of common stock, which were forfeited upon Mr. Moltke-Hansen’s resignation.
(9)
Based on information contained in a Form 4 filed by Mr. Singer on February 26, 2021. Does not include 5,000 unvested restricted shares of common stock, which were forfeited upon Mr. Singer’s resignation.
(10)
Includes 2,874 shares issuable to each of Messrs. Byrd and Engerman and Governor de Jongh for service on our Board for the 2020 to 2021 service year that vested pursuant to the AAMC 2012 Equity Incentive Plan.
(11)
Pursuant to Mr. Krallman’s employment contract, on June 28, 2021, Mr. Krallman received an initial equity award consisting of 5,000 restricted shares. The restricted shares are to vest annually over a three-year period following the date of grant.
(12)
Pursuant to Mr. Sullivan’s employment contract, on September 20, 2021, Mr. Sullivan received an initial equity award consisting of 3,000 restricted shares. The restricted shares are to vest annually over a three-year period following the date of grant.
(13)
Includes Messrs. Byrd, Engerman, Governor de Jongh, McCarthy, Krallman and Sullivan.
Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Reports
Section 16(a) of the Exchange Act requires our executive officers Directorsand directors, and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. Executive officers, Directorsdirectors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based upon the Company’s review of Section 16(a) reports and related written representations, the Company believes that all filing requirements applicable to its executive officers, directors and greater than 10% shareholders pursuant to Section 16(a) of the Company’s reporting personsExchange Act were complied with during the year ended December 31, 2020.
However, as reported in the amendment to our 2020 Annual Report on Form 10-K/A, which was filed with the SEC on April 30, 2021, the Company notes that Chris Moltke-Hansen and P. Graham Singer submitted their Section 16(a)initial Form 3 filings one day late on January 12, 2021 due to challenges attributable to the COVID-19 pandemic; and Indroneel Chatterjee submitted a Form 4 filing requirements in 2018.reporting one tax withholding transaction ten days late on February 16, 2021. In addition, subsequent to our filing of the amendment to our 2020 Annual Report on Form 10-K/A, each of Thomas K. McCarthy and Stephen R. Krallman submitted their initial Form 3 filings late.
27


BUSINESS RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transaction Policy

The Board of Directors has adopted policies and procedures for the review, approval and monitoring of transactions involving AAMC and related persons (Directors,(directors, nominees for election as Directordirector and named executive officersNEOs or their immediate family members or stockholders owning 5% or greater of the Company’s outstanding stock or their immediate family members) within our written Code of Business Conduct and Ethics, which is available at www.altisourceamc.com. The policies and procedures are not limited to related person transactions that meet the threshold for disclosure under the relevant SEC rules as the policies and procedures broadly cover any situation in which a conflict of interest may arise.

Any situation that potentially involves a conflict of interest is to be immediately disclosed to the Company’s General Counsel who, in consultation with management and the Audit Committee chair and with outside counsel, as appropriate, must assess the nature and extent of any concern and then recommend any follow up action, as needed. The General Counsel will notify the Chair of the Audit Committee if any such situation requires notice to or approval of the Audit Committee of the Board of Directors.

Related persons are required to obtain the approval of the Audit Committee of the Board of Directors for any transaction or situation that may pose a conflict of interest. In considering a transaction, the Audit Committee will consider all relevant factors including, but not limited to, (i) whether the transaction is in the best interests of AAMC; (ii) alternatives to the relate- personrelated-person transaction; (iii) whether the transaction is on terms comparable to those available to third parties; (iv) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts; and (v) the overall fairness of the transaction to AAMC.

Relationship with Front Yard

Asset Management Agreement with Front Yard

FromOn March 31, 2015, we entered into an asset management agreement (the “Former AMA”), under which we were the exclusive asset manager for Front Yard for an initial term of 15 years from April 1, 2015, to May 7, 2019, Front Yard and AAMC had been operating under an amended and restated asset management agreement, dated as of March 31, 2015 (the “Former AMA”). For a description of the material terms of thewith two potential five-year extensions. The Former AMA please see our Quarterly Report on Form 10-Q, filed withprovided for a fee structure in which AAMC was entitled to a base management fee, an incentive management fee and a conversion fee for mortgage loans and REO properties that become rental properties for the SEC on May 8, 2019.

first time during each quarter.
On May 7, 2019, (the “Effective Date”), Front Yard and AAMCwe entered into an amended and restated asset management agreement (the “Amended AMA”). The Amended AMA amends and restates, in its entirety, the, under which we were Front Yard’s exclusive asset management agreement previously entered into on March 31, 2015, as amended on April 7, 2015. The Amended AMA hasmanager for an initial term of five years and willyears. The Amended AMA was eligible to renew automatically each year thereafter for an additional one-year term, subject in each case to thecertain termination provisions further described below.

Management Fees

provisions. The Amended AMA providesprovided for the following managementa fee structure in which is subjectAAMC was entitled to certain performance thresholds and an Aggregate Fee Cap (as described below):

Base Management Fee. Front Yard will pay a quarterly base management fee (the “Base Management Fee”) to AAMC as follows:
and a potential incentive fee.

◦
Initially, commencing on the Effective Date and until the Reset Date (as defined below), the quarterly Base Management Fee will be (i) $3,584,000 (the “Minimum Base Fee”) plus (ii) an additional amount (the “Additional Base Fee”), if any, of 50% of the amount by which Front Yard's per share Adjusted AFFO (as defined in the Amended AMA) for the quarter exceeds $0.15 per share (provided that the Base Management Fee for any calendar quarter prior to the Reset Date cannot be less than the Minimum Base Fee or greater than $5,250,000). Beginning in 2021, the Base Management Fee may be reduced, but not below the Minimum Base Fee, in the fourth quarter of each year by the amount that Front Yard's AFFO (as defined below) on a per share basis is less than an aggregate of $0.60 for the applicable calendar year (the “AFFO Adjustment Amount”); and



◦
Thereafter, commencing in the first quarter after which the quarterly Base Management Fee first reaches $5,250,000 (the “Reset Date”), the Base Management Fee will be 1/4 of the sum of (i) the applicable Annual Base Fee Floor plus (ii) the amount calculated by multiplying the applicable Manager Base Fee Percentage by the amount, if any, that Front Yard's Gross Real Estate Assets (as defined below) exceeds the applicable Gross Real Estate Assets Floor (in each case of the foregoing clauses (i) and (ii), as set forth in the table below), minus (iii) solely in the case of the fourth quarter of a calendar year, the AFFO Adjustment Amount (if any); provided, that the Base Management Fee for any calendar quarter shall not be less than the Minimum Base Fee.

Gross Real Estate Assets (1) Annual Base Fee Floor Manager Base Fee Percentage Gross Real Estate Assets Floor
Up to $2,750,000,000 $21,000,000 0.325% $2,250,000,000
$2,750,000,000 - $3,250,000,000 $22,625,000 0.275% $2,750,000,000
$3,250,000,000 - $4,000,000,000 $24,000,000 0.250% $3,250,000,000
$4,000,000,000 - $5,000,000,000 $25,875,000 0.175% $4,000,000,000
$5,000,000,000 - $6,000,000,000 $27,625,000 0.125% $5,000,000,000
$6,000,000,000 - $7,000,000,000 $28,875,000 0.100% $6,000,000,000
Thereafter $29,875,000 0.050% $7,000,000,000
_______________
(1)Gross Real Estate Assets is generally defined as the aggregate book value of all residential real estate assets owned by Front Yard and its subsidiaries before reserves for depreciation, impairment or other non-cash reserves as computed in accordanceOn August 13, 2020, the Company entered into a Termination Agreement with GAAP.

In determining the Base Management Fee, “AFFO” is generally calculated as GAAP net income (or loss) adjusted for (i) gains or losses from debt restructuring and sales of property; (ii) depreciation, amortization and impairment on residential real estate assets; (iii) unconsolidated partnerships and joint ventures; (iv) acquisition and related expenses, equity based compensation expenses and other non-recurring or non-cash items; (v) recurring capital expenditures on all real estate assets and (vi) the cost of leasing commissions.

For any partial quarter during the term of the Amended AMA, the Base Management Fee is subject to proration based on the number of calendar days under the Amended AMA in such period.

Incentive Fee. AAMC may earn an annual Incentive Fee to the extent that Front Yard's AFFO exceeds certain performance thresholds. The annual Incentive Fee, if any, shall be an amount equal to 20% of the amount by which Front Yard's AFFO for the calendar year (after the deduction of Base Management Fees but prior to the deduction of Incentive Fees) exceeds 5% of Gross Shareholder Equity (as defined below).

In each calendar year, the Incentive Fee will be limited to the extent that any portion of the Incentive Fee for such calendar year (after taking into account any AFFO Adjustment Amount and the payment of the Incentive Fee) would cause the AFFO per share for such calendar year to be less than $0.60 (the “Incentive Fee Adjustment”). For any partial calendar year under the Amended AMA, the Incentive Fee amount (and Incentive Fee Adjustment, if any) for that partial calendar year is subject to proration based on the number of calendar days of the year that the Amended AMA is in effect.

Gross Shareholder Equity for purposes of the Amended AMA is generally defined as the arithmetic average of all shareholder equity as computed in accordance with GAAP and adding back all accumulated depreciation and changes due to non-cash valuations (including those recorded as a component of accumulated other comprehensive income) and other non-cash adjustments, in each case, as of the first day of such calendar year,


the first day of each of the second, third and fourth calendar quarters of such calendar year and the first day of the succeeding calendar year.

Front Yard has the flexibility to pay up to 25% of the annual Incentive Fee to AAMC in shares of its common stock, subject to certain conditions specified in the Amended AMA.

Aggregate Fee Cap

The aggregate amount of the Base Management Fees and Incentive Fees payable to AAMC in any calendar year cannot exceed the “Aggregate Fee Cap,” which is generally defined as follows:

For any calendar year in which average Gross Real Estate Assets is less than $2,250,000,000, the aggregate fees payable to AAMC shall not exceed $21,000,000; or

For any calendar year in which average Gross Real Estate Assets exceeds $2,250,000,000, the aggregate fees payable to AAMC shall not exceed the sum of (i) the applicable Aggregate Fee Floor plus (ii) the amount calculated by multiplying the applicable Aggregate Fee Percentage by the amount, if any, by which average Gross Real Estate Assets exceed the applicable Gross Real Estate Assets Floor, in each case as set forth in the table below.
Gross Real Estate Assets Aggregate Fee Floor Aggregate Fee Percentage Gross Real Estate Assets Floor
$2,250,000,000 - $2,750,000,000 $21,000,000 0.650% $2,250,000,000
$2,750,000,000 - $3,250,000,000 $24,250,000 0.600% $2,750,000,000
$3,250,000,000 - $4,000,000,000 $27,250,000 0.500% $3,250,000,000
$4,000,000,000 - $5,000,000,000 $31,000,000 0.450% $4,000,000,000
$5,000,000,000 - $6,000,000,000 $35,500,000 0.250% $5,000,000,000
$6,000,000,000 - $7,000,000,000 $38,000,000 0.125% $6,000,000,000
Thereafter $39,250,000 0.100% $7,000,000,000

Expenses and Expense Budget

AAMC is responsible for all of its own costs and expenses other than the expenses related to compensation of Front Yard’s dedicated general counsel and four specified employees who are contemplated to become employees of Front Yard after the effective date of the Amended AMA. Front Yard and its subsidiaries pay their own costs and expenses, and, to the extent such Front Yard expenses are initially paid by AAMC, Front Yard is required to reimburse AAMC for such reasonable out-of-pocket costs and expenses.

Termination Provisions

The Amended AMA may be terminated without cause (i) by Front Yard for any reason, or no reason, or (ii) by Front Yard or AAMC in connection with the expiration of the initial term or any renewal term, in either case with 180 days' prior written notice. If the Amended AMA is terminated by Front Yard without cause or in connection with the expiration of the initial term or any renewal term, Front Yard shall pay a termination fee (the “Termination Fee”Residential L.P. (“FYR LP”) to AAMC in an amount generally equal to three times the arithmetical mean of the aggregate fees actually paid or payable with respect to each of the three immediately preceding completed calendar years (including any such prior years that may have occurred prior to the Effective Date). Upon any such termination by Front Yard, Front Yard shall have the right, at its option, to license certain intellectual property and technology assets from AAMC.

If the Termination Fee becomes payable (except in connection with a termination by AAMC for cause, which would require the payment of the entire Termination Fee in cash), at least 50% of the Termination Fee must be paid in cash


on the termination date and the remainder of the Termination Fee may be paid, at Front Yard’s option, either in cash or, subject to certain conditions specified in the Amended AMA, in Front Yard common stock in up to 3 equal quarterly installments (without interest) on each of the six-, nine- and twelve-month anniversaries of the termination date until the Termination Fee has been paid in full.

Front Yard may also terminate the Amended AMA withoutand to provide for a transition plan to facilitate the paymentinternalization of aFront Yard’s asset management function (the “Transition Plan”). Pursuant to the terms of the Termination Fee, upon a change of control of AAMC as described inAgreement, effective December 31, 2020, the date that the parties mutually agreed that the Transition Plan had been satisfactorily completed (the “Termination Date”), the Amended AMA was terminated in its entirety. See “Termination and “for cause” uponTransition Agreement with Front Yard” below for more information on the occurrence of certain events including, without limitation, a final judgment that AAMC or any of its agents, assignees or controlled affiliates has committed a felony or materially violated securities laws; AAMC’s bankruptcy; the liquidation or dissolution of AAMC; a court determination that AAMC has committed fraud or embezzled funds from Front Yard; a failure of Front Yard to qualify as a REIT as a result of any action or inaction of AAMC; an uncured material breach of a material provision of the Amended AMA; or receipt of certain qualified opinions from AAMC or Front Yard's independent public accounting firm that (i) with respect to such opinions relating to AAMC, are reasonably expected to materially adversely affect either AAMC’s ability to perform under the Amended AMA or Front Yard, or (ii) with respect to such opinions relating to Front Yard, such opinions are a result of AAMC's actions or inaction; in each case, subject to the exceptions and conditions set forth in the Amended AMA. AAMC may terminate the Amended AMA upon an uncured default by Front Yard under the Amended AMA and receive the Termination Fee. A termination “for cause” may be effected by Front Yard with 30 days' written notice or by AAMC with 60 days' written notice. Upon any termination by Front Yard “for cause,” Front Yard shall have the right, at its option, to license certain intellectual property and technology assets from AAMC.

Transition Following Termination

Following any termination of the Amended AMA AAMC is required to cooperate in executing an orderly transition to a new manager or otherwise in accordanceand the Transition Plan.
For additional information regarding our asset management agreements with Front Yard’s direction including by providing transition services as requested by Front Yard, for uprefer to one (1) year after termination or such longer period as may be mutually agreed (including by assisting Front YardNote 6, “Related-Party Transactions” of the consolidated financial statements included within the Company's 2020 Annual Report filed with the recruiting, hiring and/or training of new replacement employees) at cost (but not more than the Base Management Fee at the time of termination).
SEC on March 3, 2021.
Aggregate Management Fees and Expense Reimbursements Paid to AAMC by Front Yard under the Former AMA in 2018

2020
In 2018,2020, the aggregate fees paid to AAMC under the Former AMAasset management agreements by Front Yard were $14,742,991$13,712,696 in management fees and $1,182,752$2,866,933 in expense reimbursements.reimbursements, and $46,000,000 in termination fees.
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No incentive management feeIncentive Management Fee under the Former AMA was payable to us during 20182020 because Front Yard's return on invested capital (as defined in the Former AMA) for the previous seven quarters was below the required hurdle rate.

To date, no management fees orNo incentive fees have beenwere paid by Front Yard to AAMC under the Amended AMA.

Termination and Transition Agreement with Front Yard
On August 13, 2020, the Company entered into a Termination Agreement with Front Yard and FYR LP to terminate the Amended AMA and to provide for a Transition Plan.
Pursuant to the terms of the Termination Agreement, effective on the Termination Date, the Amended AMA was terminated in its entirety.
In connection with the Termination Agreement, the Company was paid by Front Yard an aggregate termination fee (the “Termination Fee”) of $46,000,000, with payments consisting of $15,000,000 in cash paid within two business days after the execution of the Termination Agreement, $15,000,000 in cash paid on the Termination Date and $16,000,000 in Front Yard common stock (“FY Common Stock”), paid on the Termination Date. During the transition period, the Company continued to be paid the base management fee provided for in the AMA (equal to $3,584,000 per quarter as contemplated by the Amended AMA) and a pro rata portion of the base management fee for the partial calendar quarter ending December 31, 2020, the date Front Yard determined that the transition had been satisfactorily completed.
In addition, in connection with the termination, the Company transferred to Front Yard, the equity interests of the Company’s Indian subsidiary, the equity interests of the Company’s Cayman Islands subsidiary, the right to solicit and hire designated employees of the Company that then oversaw the management of Front Yard’s business and other assets of the Company that were used in connection with the operation of Front Yard’s business (the “Transferred Assets”). The aggregate purchase price (the “Purchase Price”) for the Transferred Assets was $8,200,000, with payments consisting of $3,200,000 in cash paid within two business days after the execution of the Termination Agreement and $5,000,000 in FY Common Stock, paid on the Termination Date. The Company was provided and executed the right to retain certain employees that did not oversee the management of Front Yard’s business and the right to solicit and retain certain other designated employees of the Company.
For the portion of the Termination Fee or Purchase Price that was paid in FY Common Stock, the value of each share of Common Stock was the volume-weighted average share price, as determined by reference to a Bloomberg terminal, of FY Common Stock for the five business days immediately preceding the date on which such portion was paid, which was $16.17 per share. In addition, for the portion of the Termination Fee or Purchase Price that was paid in Common Stock, the Company agreed to vote any such shares of FY Common Stock in accordance with recommendations of Front Yard’s board of directors for a period of one year following the Termination Date.
The foregoing description of the Termination Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2020, and is incorporated herein by reference.
Equity Plans
Options Granted in Separation from ASPS
In connection with our separation from ASPS in December 2012, we adopted the 2012 Equity Plan and the 2012 Special Equity Incentive Plan. In the separation transaction, we issued options to purchase 242,771 shares of our common stock with a weighted average exercise price of $1.52 per share at December 31, 2012 under the 2012 Equity Plan to ASPS employees holding ASPS stock options immediately prior to the separation, representing the same exchange ratio as the separation transaction of one share for every ten shares represented by the ASPS options. We also issued options to purchase 63,053 shares of our common stock with a weighted average exercise price of $0.75 per share at December 31, 2012 under the Special Option Plan to non-employee holders of ASPS stock options using the same exchange ratio. These options expire on the same dates as they expired under the ASPS plans. Because the options were granted as part of the separation to holders of ASPS stock options, no share-based compensation related to these options is included in our consolidated financial statements appearing in our 2020 Annual Report on Form 10-K.Report. None of these options have ever been held by, or were exercised by, any of our named executive officers.NEOs. No additional shares of common stock are issuable under the 2012 Equity Plan other than shares


of restricted stock issuable to our Directorsdirectors and employees. No additional shares of common stock are issuable under the 2012 Special Equity Incentive Plan.
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Purchase of AAMC Common Stock

On August 31, 2018, we purchased an aggregate of 2,000 shares of AAMC common stock pursuant to AAMC’s repurchase plan from Mr. Gray. The purchase price of $62.74 per share was determined and approved by the Audit Committee pursuant to AAMC’s Code of Conduct and was based on the average closing price of AAMC’s common stock, as reported by the NYSE, on the five trading days prior to purchase.



STOCKHOLDER PROPOSALS

Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in next year’s proxy statement and for consideration at the next annual meeting of stockholders (“2022 Annual Meeting”). Any proposal that a stockholder desires to have included in our proxy materials pursuant to SECin connection with the 2022 Annual Meeting must meet the requirements of Rule 14a-8 relating to our Annual Meeting of Stockholders for next year, which is expected to be held on or about May 22, 2020,under the Exchange Act and must be receivedsubmitted in writing no later than December 31, 2019. A proposal must comply with Rule 14a-8 andJune 8, 2022 (120 days prior to the SEC’s proxy rules. In accordance with Rule 14a-8,anniversary of this deadline could change if next year’s Annual Meeting of Stockholders date is held sooner or later.

Stockholder proposals and director nominations for the 2020 Annual Meeting of Stockholders should be directedmailing date), to our Corporate Secretary at 5100 Tamarind Reef, Christiansted, United States Virgin Islands 00820.

In accordance with Rule 14a-8, this deadline could change if the 2022 Annual Meeting date is held sooner or later.
We did not receive notice of any stockholder proposals relating to the 2019 Annual Meeting of Stockholders.Meeting. If any other matters properly come before the 20192021 Annual Meeting of Stockholders, the persons designated as proxies intend to vote in accordance with their discretion on such matters.

ANNUAL REPORTS

A copy of our 2020 Annual Report on Form 10-K for the year ended December 31, 2018 was made available to stockholders on February 27, 2019.March 3, 2021. The annual report2020 Annual Report can be found on our website www.altisourceamc.com under “Shareholders -– Financial Information.”

We will furnish without charge to each person whose proxy is solicited and to any beneficial owner entitled to vote as of the record date for the meeting, on written request, a copy of our 2020 Annual Report, on Form 10-K for the year ended December 31, 2018, required to be filed by us with the SEC under the Exchange Act. Such requests should be directed to Investor Relations at Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, United States Virgin Islands 00820.
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OTHER MATTERS

Proxies may be solicited on behalf of the Board of Directors by mail or electronic means. Additionally, we may hire a proxy solicitor to help reach the quorum requirement. If we do so, we will pay a reasonable fee in relation to these services.

Copies of the annual report for 20182020 Annual Report and this Proxy Statement will be made available to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners. In addition to solicitations by mail or electronic means, our Directors,directors, officers and employees may solicit proxies personally or by telephone without additional compensation.

The shares represented by all valid proxies received by phone, by Internet or by mail will be voted in the manner specified. Where specific choices are not indicated, the shares represented by all valid proxies received will be voted: (1) “FOR” each of the three (3) nominees for Director anddirector; (2) “FOR” the ratification of the appointment of Ernst & Young LLP to beas our independent registered public accounting firm for 2019.the year ended December 31, 2021 and (3) FOR” the approval, on an advisory basis, of the compensation of the Company’s NEOs. Should any matter not described above be properly presented at the meeting, each proxy received will be voted in accordance with the discretion of the persons appointed as proxies.

If you are the beneficial owner, but not the record holder of shares of our common stock and have requested a copy of this proxy statement, your broker, bank or other nominee may only deliver one (1) copy of this proxy statement and our 2018 annual report2020 Annual Report to multiple stockholders who share an address unless that nominee has received contrary instructions from one (1) or more of the stockholders. Stockholders at an address to which a single copy of this proxy statementProxy Statement and our 2018 annual report2020 Annual Report was sent may request a separate copy by contacting Investor Relations at Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, United States Virgin Islands 00820, or by calling our Corporate Secretary at (770) 644-7450.(704) 275-9113. Beneficial owners sharing an address who are receiving multiple copies and who wish to receive a single copy of the materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address.
The Board knows of no other matter that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, the persons named in the accompanying proxy card intend to vote on those matters in accordance with their best judgment.
It is important that proxies be returned promptly. Stockholders are urged to vote via the Internet or by telephone by following the instructions in the proxy card or to complete and mail the proxy card in the accompanying pre-paid envelope.
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