DEF 14A of Granite Point Mortgage Trust Inc., Apr 20, 2026

DEF 14A of Granite Point Mortgage Trust Inc.

Filed Apr 20, 2026 · FY20250001104659-26-045496

Open on EDGAR

  1. Michael J. Karber Vice President, General Counsel and Secretary

    The primary points of investor feedback were as follows: • Concern that the supplemental RSUs granted in June 2024 elevated pay while eroding pay for performance • Questions as to whether the long-term incentive metrics were appropriately aligned with long-term shareholder returns, and concerns about the overlap between long- and short-term program incentives • Concern that the companies in our peer group are larger than our Company Our Compensation Committee considered the investor feedback and closely examined our executive compensation program in its entirety before implementing the key changes summarized below. These changes are described more fully in “Compensation Discussion and Analysis” starting on page 35.

  2. Michael J. Karber Vice President, General Counsel and Secretary

    | COMPENSATION PROGRAM ISSUE | KEY COMPENSATION PROGRAM CHANGES | | Supplemental equity awards | Our Compensation Committee has committed to not granting off-cycle, time-based equity awards in the future | | Overlapping incentive metrics | The performance-based equity granted in March 2026 will vest based on relative TSR performance (50%) and absolute share price attainment (50%) | | Stockholder dilution | The size of the equity awards granted to the executives in March 2026 decreased significantly compared to the prior year | | Peer group | We clarified that our Compensation Committee considers pay data from the peer group on a size-adjusted basis | | Strategic plan alignment | The strategic metrics used in the annual incentive plan for 2026 have been revised to include components focused specifically on short-term objectives |

  3. Michael J. Karber Vice President, General Counsel and Secretary

    | SUMMARY OF 2025 EXECUTIVE COMPENSATION PROGRAM | | | | Executive Compensation Components Awarded in 2025 | | | | Cash | Base Salary | • Intended to provide market-competitive fixed income • Only element of total direct compensation not at performance risk | | | Annual Incentive Plan (AIP) | • Target amount is 100% of base salary for CEO and 75% of base salary for each of the other NEOs • Performance period: 2025 • Pays out at 0% – 200% of target amount • Performance metrics: ◦ 50% financial measures – “Run-Rate” ROAE (return on average equity) and Change in Book Value per Share, weighted evenly ◦ 50% strategic objectives fundamental to the business | | Equity | Performance Stock Units (PSUs) | • 50% of equity award value delivered as PSUs • Performance period: 2025–2027 • Vests at 0% – 200% of target number of units • Performance metrics: ◦ 25% Absolute “Run-Rate” ROAE ◦ 25% Relative “Run-Rate” ROAE ◦ 25% Absolute Change in Book Value per Share ◦ 25% Relative Change in Book Value per Share | | | Restricted Stock Units (RSUs) | • 50% of equity award value delivered as RSUs • Three-year ratable vesting |

  4. 2025 Target Total Direct Compensation

    | Key Skill or Qualification | Number of Nominees | Connection to Granite Point’s Strategy | | Real Estate or REIT | 7 | Directors with extensive knowledge of, and/or experience in, the real estate sector and/or REITs have the knowledge needed to set and oversee our strategy | | Strategic Opportunities or Balance Sheet Management | 7 | Directors with experience overseeing corporate strategy (including M&A and capital markets transactions) and/or balance sheet management (including funding and capital allocation strategies) help evaluate value-creating opportunities for our Company and our stockholders | | Finance or Accounting | 7 | Directors with strong financial literacy and experience reviewing financial reporting and internal controls enhance our Board’s ability to oversee our strategy and drive accurate and transparent reporting to our stockholders | | Credit or Principal Investing | 6 | Directors with experience in credit investing and/or principal investing provide valuable perspectives that inform our strategy and long-term, fundamental, value-driven investment philosophy | | Operations and Management | 5 | Directors with operations and management experience help guide our Company through various economic, credit and interest rate cycles and enhance our Board’s ability to develop and oversee our internal operations and business strategy | | Public Board or Governance Experience | 5 | Directors with significant experience serving on public company boards or on organizations with a governance focus help promote a culture of accountability and transparency on our Board, in addition to instituting corporate governance policies that protect stockholder interests | | | | (continued) |

  5. 2025 Target Total Direct Compensation

    | Key Skill or Qualification | Number of Nominees | Connection to Granite Point’s Strategy | | Investor Perspective | 5 | Directors with experience understanding the investor perspective and/or maintaining deep institutional relationships enhance our investor communications and outreach practices as a publicly traded company |

  6. 2025 Target Total Direct Compensation

    Nominee Skills and Qualifications Matrix The following matrix portrays the foregoing key skills and qualifications of the seven director nominees standing for election to our Board at the Annual Meeting. Our directors have had varied experiences, and for each of them the matrix below indicates the skills and qualifications that are most salient to his or her service on our Board.

  7. 2025 Target Total Direct Compensation

    | | Kasnet | Taylor | Dehne | Halter | McGrath | Nikolic | Woodhouse | | Real Estate or REIT | | | | | | | | | Strategic Opportunities or Balance Sheet Management | | | | | | | | | Finance or Accounting | | | | | | | | | Credit or Principal Investing | | | | | | | | | Operations and Management | | | | | | | | | Public Board or Governance Experience | | | | | | | | | Investor Perspective | | | | | | | |

  8. 2025 Target Total Direct Compensation

    Please read the nominee biographies that follow for more detailed information regarding the specific experience, qualifications, attributes and skills of each director nominee that led our Board to conclude that he or she should be nominated to serve on our Board.

  9. 2025 Target Total Direct Compensation

    | Chair of the Board and Independent Director Committee(s): Audit (Chair) | STEPHEN G. KASNET | | | | Age: 80 | Director Since: 2017 | | | KEY SKILLS & QUALIFICATIONS Real Estate or REIT – Through various director and management positions, including at Two Harbors Investment Corp., Silver Bay Realty Trust, Bradley Real Estate Trust and Harbor Global, Mr. Kasnet has extensive REIT and real estate sector experience Strategic Opportunities or Balance Sheet Management – In various director and management positions, including at Two Harbors Investment Corp. and Silver Bay Realty Trust, Mr. Kasnet has experience navigating and evaluating M&A, capital markets and other strategic opportunities and in balance sheet management Finance or Accounting – As a qualified financial expert on the Audit Committee, Mr. Kasnet has the experience and financial literacy to oversee financial reporting and internal controls Credit or Principal Investing – As a director of Two Harbors Investment Corp., former CEO of Pioneer First Voucher Fund and former President of Pioneer Real Estate Investors, among other positions, Mr. Kasnet has experience investing in real estate and other real estate products Operations and Management – Through various executive roles in the real estate and mortgage REIT industry, Mr. Kasnet has the right expertise to help develop and oversee our business strategy and has a broad perspective on operational matters Public Board or Governance Experience – Mr. Kasnet has served as a director for multiple public companies, including Two Harbors Investment Corp. (NYSE: TWO), Silver Bay Realty Trust (NYSE: SBY), Columbia Laboratories (NASDAQ: CBRX) and Rubicon (NZX: RBC) | |

  10. 2025 Target Total Direct Compensation

    | PROFESSIONAL EXPERIENCE | | | • President and CEO, Harbor Global and CEO, PIOglobal Investment Fund (a subsidiary of Harbor Global) (2000-2006) • CEO, Pioneer First Voucher Fund (Russia) (2000-2006) • President, Pioneer Global Institutional Advisors (1995-2000) • President, Pioneer Real Estate Investors (1993-2000) | • Director and Member of the Executive Committee, The Bradley Real Estate Trust (1995-1999) • President, Cabot, Cabot and Forbes Asset Management (1990-1993) • Additional senior management positions with other financial organizations, including First Winthrop Corporation and Winthrop Financial Associates | | OTHER CORPORATE BOARDS • Chairman of the Board, Member of the Audit and Risk Oversight Committees, Two Harbors Investment Corp. (NYSE: TWO) (2009-present) • Director, Silver Bay Realty Trust Corp. (NYSE: SBY) (2012-2017) • Chairman of the Board, Rubicon (NZX: RBC) (2008-2018) • Director, First Ipswich Bancorp (2008-2020) • Director, GoodBulk, an ocean cargo carrier (2017-2019) • Chairman of the Board, Tenon Ltd., a timberland owner and wood product producer (2016-2018) • Chairman of the Board, Columbia Laboratories, Inc. (NASDAQ: CBRX) (2004-2015) • Director, Republic Engineered Products, a specialty steel manufacturer (2002-2008) • Director, FTD, a florist collective (2001-2005) • Chairman of the Board, Warren Bank & Warren Bancorp. (1990-2003) | | | ORGANIZATIONS • Trustee, The Governor’s Academy, a private coed boarding high school in Byfield, Massachusetts | | | EDUCATION • BA, University of Pennsylvania | |

  11. 2025 Target Total Direct Compensation

    | President, Chief Executive Officer and Director | JOHN (“JACK”) A. TAYLOR | | | | Age: 70 | Director Since: 2017 | | | KEY SKILLS & QUALIFICATIONS Real Estate or REIT – Through various management and real estate group leadership positions at asset management firms, including PGIM Real Estate Investors, UBS and PaineWebber, and membership in the Commercial Real Estate Finance Council and President’s Council of the Real Estate Roundtable, Mr. Taylor has extensive real estate sector experience Strategic Opportunities or Balance Sheet Management – As a leader in the real estate groups at Prudential Real Estate Investors, UBS, PaineWebber and Kidder, Peabody & Co., Mr. Taylor has extensive experience managing corporate strategy in the real estate sector – including by effecting transactions and raising capital – and the right experience to manage our balance sheet and funding profile Finance or Accounting – Through various management positions at real estate finance companies, Mr. Taylor brings strong financial literacy and a deep expertise in real estate finance fundamentals Credit or Principal Investing – As partner of Five Mile Capital and Head of Global Real Estate Finance at Prudential Real Estate Investors, Mr. Taylor has developed deep knowledge of debt products and asset-based lending in the real estate space Operations and Management – As President and CEO of Granite Point and through various management positions at asset management firms, Mr. Taylor has extensive knowledge of our Company and the right experience to oversee our Company’s operations and business strategy Investor Perspective – As President and CEO of Granite Point and through various management positions at asset management firms, Mr. Taylor has extensive experience with investor communications practices | |

  12. 2025 Target Total Direct Compensation

    | PROFESSIONAL EXPERIENCE | | | • President and CEO, Granite Point Mortgage Trust (2017-present) • Global Head of Commercial Real Estate, Pine River Capital Management (2014-2020) • Managing Director, Head of Global Real Estate Finance, Member of the Global Management Committee and Chair of the Global Investment Committee for debt and equity, Prudential Real Estate Investors (now known as PGIM Real Estate) (2009-2014) | • Partner, Five Mile Capital Partners (2003-2007) • Co-Head of Real Estate Investment Banking for the Americas and Europe, UBS • Head of Real Estate Group and Member of the Operating Committee, PaineWebber • Head Trader and Manager of CMBS and Principal Commercial Mortgage business, Kidder, Peabody & Co. | | ORGANIZATIONS • Founding Governor and Member, Commercial Real Estate Finance Council (formerly known as the Commercial Mortgage Securities Association) • Member, President’s Council of the Real Estate Roundtable • Chairman of the Board, Innocence Project, an organization that works to free the innocent, prevent wrongful convictions and create fair, compassionate and equitable systems of justice for everyone | | | EDUCATION • JD, Yale Law School • MSc, International Relations, London School of Economics and Political Science • BA, University of Illinois | |

  13. 2025 Target Total Direct Compensation

    | Independent Director Committee(s): Nominating & Corporate Governance (Chair), Compensation | TANUJA M. DEHNE | | | | Age: 54 | Director Since: 2017 | | | KEY SKILLS & QUALIFICATIONS Real Estate or REIT – As a director at Silver Bay Realty Trust, Ms. Dehne developed knowledge of REITs and the real estate sector Strategic Opportunities or Balance Sheet Management – In various director and management positions, including at Silver Bay Realty Trust, Advanced Disposal Services and NRG Energy, as well as in private legal practice, Ms. Dehne has experience navigating and evaluating M&A, capital market and other strategic opportunities Finance or Accounting – Through her experience as a corporate and securities attorney, service on the Audit Committee of Silver Bay Realty Trust and her experience overseeing the investment management of an endowment, Ms. Dehne has the financial literacy to oversee financial reporting and internal controls Operations and Management – Through various roles and spans of control at NRG Energy and the Geraldine R. Dodge Foundation, Ms. Dehne has significant operational and management experience, including experience in managing human capital, that enhances our Board’s ability to develop and oversee our operations and business strategy Public Board or Governance Experience – With over two decades teaching, advising and serving on corporate boards, and as Chair of the Advisory Board of the Gupta Governance Institute at Drexel University, Ms. Dehne provides corporate governance expertise to our Board Investor Perspective – Ms. Dehne’s role in our investor outreach and communication efforts has benefited from her background in corporate law and current involvement in organizations for corporate directors | |

  14. 2025 Target Total Direct Compensation

    | PROFESSIONAL EXPERIENCE | | | • Managing Director (Corporate Practice), DSG Global, an executive search and consulting firm (2026-present) • President and CEO, Geraldine R. Dodge Foundation, a private foundation that supports, centers, and connects communities and changemakers who are addressing the root causes and repair of structural racism and inequity in New Jersey (2019-2024) | • NRG Energy (NYSE: NRG) (2004-2016) ◦ Executive Vice President, Chief Administrator and Chief of Staff ◦ Additional roles included: Senior Vice President, Human Resources; Secretary and Deputy/Assistant General Counsel • Practiced corporate law as a member of the business department, Saul Ewing (1999-2004) | | OTHER CORPORATE BOARDS • Director, Climate Real Impact Solutions II Acquisition Corp. (NYSE: CLIM.U) (2021-2022) • Director, Advanced Disposal Services (NYSE: ADSW) (2017-2020) • Director, Silver Bay Realty Trust (NYSE: SBY) (2012-2017) | | | ORGANIZATIONS • Chair, Advisory Board of the Gupta Governance Institute, Drexel University • Trustee, Lafayette College • Trustee, AAPIP (Asian Americans/Pacific Islanders in Philanthropy) • Member, Nominating and Governance Peer Group Steering Committee, Women Corporate Directors • Faculty Member, NACD Board Advisory Services • Trustee, New Jersey Institute for Social Justice • Co-Chair, Women Corporate Directors Philadelphia • Executive Fellow, Michigan Ross School of Business | | | EDUCATION • JD, Syracuse University • MA, Political Science, University of Pennsylvania • BA, Lafayette College | |

  15. 2025 Target Total Direct Compensation

    | Independent Director Committee(s): Compensation | PATRICK G. HALTER | | | | Age: 66 | Director Since: 2025 | | | KEY SKILLS & QUALIFICATIONS Real Estate or REIT – Over his four decades in various leadership positions with Principal Financial Group, including as President and CEO of Principal Asset Management and CEO and Senior Executive Director of Principal Real Estate Investors (where, under his leadership, the firm was built into a top 10 global real estate manager), Mr. Halter developed extensive real estate sector experience Strategic Opportunities or Balance Sheet Management – As President, CEO and COO of Principal Asset Management. responsible for overseeing the firm’s operations, its investment teams and the distribution teams, Mr. Halter gained experience navigating and evaluating strategic opportunities as well as balance sheet management Finance or Accounting – Through Mr. Halter’s extensive background in the financial services industry, he possesses strong financial literacy and experience to oversee financial reporting and internal controls Credit or Principal Investing – Through his work as President and CEO of Principal Asset Management, managing over $650 billion in assets, and CEO and Senior Executive Director of Principal Real Estate Investors, Mr. Halter has decades of investing experience Operations and Management – During his time at Principal Asset Management, Mr. Halter developed extensive experience overseeing operations, global firm relations, human resources and business development; he has the right expertise to help develop and oversee our business strategy and has a broad perspective on operational matters Investor Perspective – As a member of Principal’s mutual fund Board and the Board of Governors of the Investment Company Institute, Mr. Halter gained significant experience understanding the investor perspective and is able to enhance our investor communications and outreach practices | |

  16. 2025 Target Total Direct Compensation

    | PROFESSIONAL EXPERIENCE | | | • Chief Executive Officer and President, Principal Asset Management, the global investment management business of Principal Financial Group, Inc. (2018-2024) • Chief Operating Officer, Principal Global Investors, Principal Financial Group, Inc. (2016-2018) | • Chief Executive Officer and Senior Executive Director, Principal Real Estate Investors, Principal Financial Group, Inc. (2003-2016) • Positions of increasing responsibility at Principal Financial Group, Inc., with a focus on real estate, starting in 1984, including serving as President of the Real Estate Fixed Income Group | | EDUCATION • MBA, Finance, Investment and Banking, University of Wisconsin – Madison • BBA, University of Wisconsin – Madison | |

  17. 2025 Target Total Direct Compensation

    | Independent Director Committee(s): Audit, Nominating & Corporate Governance | SHEILA K. McGRATH | | | | Age: 61 | Director Since: 2023 | | | KEY SKILLS & QUALIFICATIONS Real Estate or REIT – Given her background as a senior REIT research analyst and involvement with several industry organizations such as the Real Estate Investment Advisory Council (REIAC) and National Association of Real Estate Investment Trusts (NAREIT), Ms. McGrath has a strong understanding of REITs and the real estate sector Strategic Opportunities or Balance Sheet Management – As a senior equity research analyst for over 25 years, with the last 10 years at Evercore, Ms. McGrath has broad expertise in analyzing and evaluating the financial and public market considerations of M&A, capital markets and other strategic opportunities and brings valuable insight into our balance sheet management policies Finance or Accounting – Through her 25+ years of experience as a REIT research analyst, Ms. McGrath has deep expertise in REIT fundamentals and valuation, and she is a qualified financial expert on the Audit Committee Credit or Principal Investing – As a commercial real estate appraiser with the Member of Appraisal Institute (MAI) designation while at CB Commercial, Ms. McGrath brings deep knowledge of commercial real estate valuation and feasibility analysis conducted for financial institutions and institutional investors for both equity investment and debt financing purposes Public Board or Governance Experience – Ms. McGrath has served as a director for multiple public companies in the real estate sector concurrently with her service on our Board, which gives her valuable perspective on the issues facing our Company and Board Investor Perspective – Given her sell-side research expertise, Ms. McGrath has both an acute understanding of the investor perspective and deep institutional relationships, which enhance our investor communications and outreach | |

  18. 2025 Target Total Direct Compensation

    | PROFESSIONAL EXPERIENCE | | | • Senior Managing Director, Equity REITs, Real Estate Operating Companies, Evercore (2012-2022) • Managing Director, Senior Vice President and Member of the Research Review and Leadership Committees, Keefe, Bruyette & Woods (2007-2012) | • Senior equity research analyst covering REITs for more than 20 years at other financial organizations, including Smith Barney, UBS and Dresdner Kleinwort • Valued commercial real estate properties in the real estate advisory and valuation group at CB Commercial | | OTHER CORPORATE BOARDS • Trustee and Member of the Audit Committee, New Mountain Net Lease Trust (2025-present) • Director and Member of the Compensation and Real Estate Investment Committees, Mid-America Apartment Communities, Inc. (NYSE: MAA) (2024-present) • Director and Member of the Audit and the Life Science, Agtech & Advanced Technologies Committees, Alexandria Real Estate Equities, Inc. (NYSE: ARE) (2023-present) | | | ORGANIZATIONS • Member of the Advisory Board of Governors, Real Estate Investment Advisory Council (REIAC) • Founding Member of the Board of the Center for Women in Business and Mentor for GROW (Gaining and Retaining Outstanding Women), Rutgers Business School • Associate Member of a variety of industry organizations including International Council of Shopping Centers (ICSC), the Urban Land Institute (ULI) and the U.S. Green Building Council | | | EDUCATION • MBA, Finance and Real Estate, Rutgers University • AB, Lafayette College | |

  19. 2025 Target Total Direct Compensation

    | Independent Director Committee(s): Nominating & Corporate Governance | LAZAR NIKOLIC | | | | Age: 46 | Director Since: 2025 | | | KEY SKILLS & QUALIFICATIONS Real Estate or REIT – As co-founder and Managing Member of JPL Advisors, where he oversees the firm’s portfolio management with a focus in mortgage REITs, equity REITs, closed-end funds, business development companies, specialty finance companies and special situations, Mr. Nikolic has extensive REIT and real estate sector experience Strategic Opportunities or Balance Sheet Management – Mr. Nikolic has experience navigating and evaluating M&A, capital markets and other strategic opportunities and in balance sheet management as co-founder and Managing Member of JPL Advisors, where he oversees the firm’s portfolio management, investment analysis and risk management, as well as his portfolio management experience at Adler & Co. Finance or Accounting – Through Mr. Nikolic’s extensive background in the financial services industry, he possesses strong financial literacy and experience to oversee financial reporting and internal controls Credit or Principal Investing – As co-founder and Managing Member of JPL Advisors, where he oversees the firm’s portfolio management with a focus in mortgage REITs, equity REITs, closed-end funds, business development companies, specialty finance companies and special situations, and as a former Portfolio Manager at Adler & Co., focusing on RMBS and structured credit, Mr. Nikolic provides valuable perspectives that inform our strategy and long-term, fundamental, value-driven investment philosophy Public Board or Governance Experience – Mr. Nikolic’s service as a director for Front Yard Residential Corporation (NYSE: RESI) prior to its private acquisition in 2021 provides him with a governance perspective Investor Perspective – Through his experience as a large shareholder, Mr. Nikolic has a valuable perspective of the investor viewpoint and is able to enhance our investor communications and outreach practices | |

  20. 2025 Target Total Direct Compensation

    | PROFESSIONAL EXPERIENCE | | | • Founder and Managing Member, JPL Advisors LLC and JPL Management Services LLC (2016-present) • Portfolio Manager, Adler & Co. (2009-2015) | • Hedge Fund Analyst, Alpha Beta Capital Management (2007-2009) • Software Engineer, Bloomberg LP (2003-2007) | | OTHER CORPORATE BOARDS • Front Yard Residential Corporation (NYSE: RESI) (2019-2021) | | | EDUCATION • MS, Math-Finance, New York University • BS, Lafayette College | |

  21. 2025 Target Total Direct Compensation

    | Independent Director Committee(s): Compensation (Chair), Audit | HOPE B. WOODHOUSE | | | | Age: 69 | Director Since: 2017 | | | KEY SKILLS & QUALIFICATIONS Real Estate or REIT – As a long-standing director of Two Harbors Investment Corp., Ms. Woodhouse has developed knowledge of REITs and the real estate sector Strategic Opportunities or Balance Sheet Management – Through various director and management positions, including at Two Harbors Investment Corp., Piper Jaffray and Seoul Securities, Ms. Woodhouse has experience navigating and evaluating M&A, capital markets and other strategic opportunities and in balance sheet management Finance or Accounting – As a qualified financial expert on the Audit Committee, Ms. Woodhouse has the experience and financial literacy to oversee financial reporting and internal controls Credit or Principal Investing – As a former executive at Bridgewater Associates, Soros Fund Management, Tiger Management and Salomon Brothers, Ms. Woodhouse brings extensive investing experience Operations and Management – As a former executive at Bridgewater Associates, Soros Fund Management, Tiger Management and Salomon Brothers, Ms. Woodhouse brings extensive management and operations experience, including the oversight of human resources Public Board or Governance Experience – Ms. Woodhouse had served as a director for multiple public companies before joining our Board, including Two Harbors Investment Corp (NYSE: TWO) and Piper Jaffray (NYSE: PJC) | |

  22. 2025 Target Total Direct Compensation

    | PROFESSIONAL EXPERIENCE | | | • Chief Operating Officer, Bridgewater Associates (2005-2009) • President and Chief Operating Officer, Auspex Group (2003-2005) | • Chief Operating Officer, Soros Fund Management • Treasurer, Tiger Management • Managing Director, Salomon Brothers | | OTHER CORPORATE BOARDS • Trustee and Member of the Nominating and Governance Committee, Acadia Realty Trust (NYSE: AKR) (2023-present) • Director and Member of the Compensation and Audit Committees, Monro, Inc. (NASDAQ: MNRO) (2023-present) • Director, Chair of the Audit Committee and Member of the Risk Oversight Committee, Two Harbors Investment Corp. (NYSE: TWO) (2012-present) • Director, Atomyze (2020-2022) • Director, Piper Jaffray (NYSE: PJC) (2011-2014) • Director, Seoul Securities (2001-2003) | | | ORGANIZATIONS • Trustee, Tiger Foundation | | | EDUCATION • MBA, Harvard University • AB, Georgetown University | |

  23. 2025 Target Total Direct Compensation

    | | PROPOSAL 1: ELECTION OF DIRECTORS The Board of Directors recommends that you vote FOR each director nominee. These individuals bring relevant experiences and perspectives that are essential to good governance and leadership of our Company. | FOR |

  24. 2025 Target Total Direct Compensation

    Governance Documents Our Board is committed to maintaining the highest standards of business conduct and corporate governance. Our Corporate Governance Guidelines, in conjunction with our Charter, Bylaws and Board committee charters, provide the framework for the corporate governance practices described in this proxy statement. We have also adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees, and specifically to our principal executive officer, principal financial and accounting officer and controller, or persons performing similar functions. Among other matters, our Code of Business Conduct and Ethics is designed to detect and deter wrongdoing and to promote: • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • Full, fair, accurate, timely and understandable disclosure in our reports filed with the Securities and Exchange Commission, or SEC, and other public communications; • Appropriate treatment of confidential corporate information; • A safe and healthy work environment that is free from discrimination and harassment; • Compliance with applicable laws, rules and regulations; • Fair dealing with counterparties, suppliers, competitors, colleagues and others; • Fair competition when interacting with competitors and business partners; • Protection and proper use of Company assets; • Prompt internal reporting of violations of the Code of Business Conduct and Ethics to appropriate persons identified therein; and • Accountability for adherence to the Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics also establishes that our Company will not make contributions to political candidates, political parties or political campaigns or to intermediary organizations such as political action committees. You can access our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, and the charters for our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee on our website at www.gpmtreit.com or by writing to our Investor Relations department by email to investors@gpmtreit.com or by regular mail to Granite Point Mortgage Trust Inc., 1114 Avenue of the Americas, Suite 3020, New York, New York 10036. We intend to satisfy applicable disclosure requirements regarding amendments to, and waivers from, the provisions of the Code of Business Conduct and Ethics by posting such information on our website at www.gpmtreit.com. Board Oversight of ESG Matters As reflected in our Corporate Governance Guidelines, our Board oversees our approach to environmental, social and governance, or ESG, matters and reviews periodic reports from management on related topics. Our Board has assigned duties and responsibilities to its independent committees through their charters to help our Board fulfill its oversight function. •

  25. Audit Committee

    | | Cash ($) | Restricted Stock Unit Awards ($) | | Board | | | | Chair | 160,000 | 160,000 | | Other Directors | 100,000 | 100,000 | | Audit Committee | | | | Chair | 10,000 | 10,000 | | Other Members | 5,000 | 5,000 | | Compensation Committee | | | | Chair | 6,250 | 6,250 | | Other Members | 3,750 | 3,750 | | Nominating and Corporate Governance Committee | | | | Chair | 6,250 | 6,250 | | Other Members | 3,750 | 3,750 |

  26. Audit Committee

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Tanuja M. Dehne | 110,000 | 110,000 | 220,000 | | Patrick G. Halter | 103,750 | 103,749 | 207,499 | | Stephen G. Kasnet | 170,000 | 170,000 | 340,000 | | Sheila K. McGrath | 108,750 | 108,748 | 217,498 | | Lazar Nikolic | 103,750 | 103,749 | 207,499 | | Hope B. Woodhouse | 111,250 | 111,249 | 222,499 |

  27. Audit Committee

    | Name | Restricted Stock Units | | Ms. Dehne | 43,307 | | Mr. Halter | 40,846 | | Mr. Kasnet | 66,929 | | Ms. McGrath | 42,814 | | Mr. Nikolic | 40,846 | | Ms. Woodhouse | 43,799 |

  28. Primary Points of Investor Feedback

    Primary Points of Investor Feedback • Concern that the supplemental RSUs granted in June 2024 elevated pay while eroding pay for performance • Questions as to whether the long-term incentive metrics were appropriately aligned with long-term shareholder returns, and concerns about the overlap between long- and short-term program incentives Concern that the companies in our peer group are larger than our Company RESPONSIVE CHANGES MADE FOR 2026 COMPENSATION PROGRAM Our Compensation Committee considered the investor feedback and closely examined our executive compensation program in its entirety before implementing the key changes summarized below.

  29. Primary Points of Investor Feedback

    | COMPENSATION PROGRAM ISSUE | KEY COMPENSATION PROGRAM CHANGES | | Supplemental equity awards | Our Compensation Committee has committed to not granting off-cycle, time-based equity awards in the future | | Overlapping incentive metrics | To increase alignment with shareholder returns and eliminate overlapping metrics with the AIP awards, our Compensation Committee granted PSUs in March 2026 that will vest based on relative TSR performance (50%) and absolute share price attainment (50%). The comparison group used to calculate relative TSR will consist of the NAREIT Commercial Mortgage Index. To further promote shareholder alignment through rigorous goals, target achievement of the relative TSR component is set at the 55th percentile and the vesting for that component is capped at target levels if our absolute TSR is negative See additional information about the 2026 PSUs’ performance metrics on page 53 | | Stockholder dilution | In consideration of the current business environment and the Company’s market capitalization, our Compensation Committee sought to significantly decrease the number of stock units it granted in 2026 by reducing the value of the NEOs’ long-term incentive awards and by using long-term cash awards to replace some of the RSUs that would otherwise have been granted under prior years’ programs See additional information about the size of the 2026 equity awards on page 54 | | Peer group | We clarified that our Compensation Committee considers pay data from the peer group on a size-adjusted basis See additional information about how the peer group is constructed and how market data is reviewed on page 41 | | Strategic plan alignment | The strategic metrics used in the annual incentive plan for 2026 have been revised to include components focused specifically on short-term objectives identified in our Company’s strategic plan for the year: loan origination, loan and real estate owned asset resolution, and expense management See additional information about the 2026 AIP awards’ strategic metrics on page 45 |

  30. Primary Points of Investor Feedback

    | Executive Compensation Components Awarded in 2025 | | | | Cash | Base Salary | • Intended to provide market-competitive fixed income • Only element of total direct compensation not at performance risk | | | Annual Incentive Plan (AIP) | • Target amount is 100% of base salary for CEO and 75% of base salary for each of the other NEOs • Performance period: 2025 • Pays out at 0% – 200% of target amount • Performance metrics: ◦ 50% financial measures – “Run-Rate” ROAE and Change in Book Value per Share, weighted evenly ◦ 50% strategic objectives fundamental to the business | | Equity | Performance Stock Units (PSUs) | • 50% of equity award value delivered as PSUs • Performance period: 2025-2027 • Vests at 0% – 200% of target number of units • Performance metrics: ◦ 25% Absolute “Run-Rate” ROAE ◦ 25% Relative “Run-Rate” ROAE ◦ 25% Absolute Change in Book Value per Share ◦ 25% Relative Change in Book Value per Share | | | Restricted Stock Units (RSUs) | • 50% of equity award value delivered as RSUs • Three-year ratable vesting |

  31. 2025 Target Pay Levels

    | Named Executive Officer | 2025 Base Salary | Target AIP Award for 2025 Performance | RSU Award Granted in 2025 | Target PSU Award Granted in 2025 | 2025 Target Total Direct Compensation | | John (“Jack”) A. Taylor | $1,000,000 | $1,000,000 | $1,125,000 | $1,125,000 | $4,250,000 | | Blake Johnson(1) | $500,000 | $375,000 | $125,000 | $125,000 | $1,125,000 | | Stephen Alpart | $630,000 | $472,500 | $600,000 | $600,000 | $2,302,500 | | Michael Karber | $420,000 | $315,000 | $322,500 | $322,500 | $1,380,000 | | Peter Morral | $600,000 | $450,000 | $475,000 | $475,000 | $2,000,000 |

  32. Summary of Results for Performance-Based Awards

    | Award | Result | | 2025 AIP Awards | 57.7% of target amounts paid out | | 2023 PSUs (2023-2025 Performance Period) | 6.0% of target number of units earned |

  33. Summary of Results for Performance-Based Awards

    | What We Do | | | • A significant portion of each NEO’s compensation is at risk • We have adopted meaningful stock ownership requirements applicable to our NEOs • Our independent Compensation Committee retains an independent compensation consultant who provides no other services to our Company • Performance-based cash and equity awards have a sliding scale earn-out structure that allows for 0% payouts and is capped at 200% of target amounts • Our performance-based equity awards use both absolute and relative performance metrics • Our Compensation Committee conducts an annual compensation risk assessment • We hold an annual Say on Pay vote | |

  34. Role of the Compensation Consultant

    Role of the Compensation Consultant Our Compensation Committee engaged Semler Brossy Consulting Group LLC, or Semler Brossy, as its independent compensation consultant in 2019. Semler Brossy advises our Compensation Committee on market practices, peer group composition, executive compensation program design and executive pay levels. Semler Brossy also provides advice on setting compensation for independent directors. Semler Brossy does not provide any other services to our Company. Following a review of the relationship between our Company and Semler Brossy, our Compensation Committee concluded that Semler Brossy’s work during 2025 did not raise any conflicts of interest.

  35. 2025 AIP Award Values

    2025 AIP Award Values Each NEO’s target AIP award value was set in his respective employment agreement as a percentage of his base salary as follows, with an opportunity to earn 0% to 200% of the target value:

  36. 2025 AIP Award Values

    | Named Executive Officer | 2025 Base Salary | Target Award Percentage | Minimum AIP Payout for 2025 Performance | Target AIP Payout for 2025 Performance | Maximum AIP Payout for 2025 Performance | | John (“Jack”) A. Taylor | $1,000,000 | 100% | $0 | $1,000,000 | $2,000,000 | | Blake Johnson | $500,000 | 75% | $0 | $375,000 | $750,000 | | Stephen Alpart | $630,000 | 75% | $0 | $472,500 | $945,000 | | Micheal Karber | $420,000 | 75% | $0 | $315,000 | $630,000 | | Peter Morral | $600,000 | 75% | $0 | $450,000 | $900,000 |

  37. 2025 AIP Award Values

    Our Compensation Committee believes these award values appropriately reflect internal pay equity considerations, will motivate achievement of the performance goals described below and are competitive within the marketplace for talent, while the cap of 200% of target helps protect our Company against imprudent risk taking.

  38. 2025 AIP Award Structure – Measuring Corporate Performance

    2025 AIP Award Structure – Measuring Corporate Performance The percentage of each NEO’s target award value earned was dependent on achievement of a mix of strategic objectives and financial metrics portrayed below: Our Compensation Committee assigned even weighting to the Strategic Component and Financial Component to recognize the value of both qualitative and quantitative measures of corporate performance and to incentivize a range of achievements relevant to our company’s long-term success. Detailed information about these performance goals and 2025 results follows.

  39. Strategic Component of 2025 AIP Awards – Goals and Results

    Strategic Component of 2025 AIP Awards – Goals and Results Our Compensation Committee established specific assessment factors for each of the strategic objectives in the AIP awards for 2025, as follows:

  40. Strategic Component of 2025 AIP Awards – Goals and Results

    | Objective | Percentage of Strategic Component | Assessment Factors | | Balance sheet management | 30% | • Create a diversified and stable funding profile • Maintain appropriate balance sheet leverage • Actively manage corporate liquidity and comply with financial covenants • Grow equity capital to achieve economies of scale, larger market presence and increasing liquidity for stockholders | | Risk management | 30% | • Use a comprehensive risk management framework to mitigate various risks, including credit risk, financing and liquidity risk, internal control and operational risk, and IT infrastructure and cybersecurity risk • Assess business counterparties | | Stockholder/investor focus | 20% | • Generate detailed, transparent and accurate public company disclosures • Engage equity and debt investors through a robust investor relations program • Attend various equity and fixed income industry conferences and execute marketing efforts | | Enhancing franchise value | 20% | • Enhance the Company’s brand and presence in the commercial real estate, or CRE, market to further growth opportunities • Maintain a first-class team with highly skilled and experienced professionals with broad CRE lending relationships • Expand the Company’s reputation in the market as a fair and reliable business counterparty |

  41. Strategic Component of 2025 AIP Awards – Goals and Results

    The NEOs are evaluated collectively with respect to their performance against these objectives, and our Compensation Committee assesses their performance within the range of 0% – 200% of target achievement. CHANGE TO STRATEGIC COMPONENT FOR 2026 AIP AWARDS: To strengthen the AIP’s connection to our annual strategic plan, our Compensation Committee added a fifth objective, “Short-Term Strategic Goals,” for the 2026 awards. The four objectives outlined above have stayed the same, and all five strategic objectives will be weighted equally at 20% of the strategic component. Our Compensation Committee expects to revise the assessment factors for the new objective annually in line with revisions to our short-term strategic plans. For 2026, the assessment factors are as follows:

  42. Short-term strategic goals assessment factors for 2026 AIP Awards

    Short-term strategic goals assessment factors for 2026 AIP Awards • Return to core business model of originating loans • Continue resolving nonperforming loans and real estate owned assets • Continue managing operating expenses for business model and portfolio size At the conclusion of the one-year performance period, our Compensation Committee conducted a thorough assessment of our executive team’s performance against the factors set forth above for 2025, in the context of a challenging interest rate and capital markets environment. The Committee also weighed whether the objectives that will position our Company for long-term success had been achieved. The Committee’s performance assessment for the 2025 AIP’s Strategic Component is summarized below.

  43. Short-term strategic goals assessment factors for 2026 AIP Awards

    | 2025 PERFORMANCE ASSESSMENT OF STRATEGIC FACTORS | | | Balance Sheet Management (30% of Strategic Component) 2025 Achievement Level: 100% of target | • Proactively managed our investment portfolio, producing $266 million of loan repayments and paydowns as well as $242 million of loan resolutions over five assets; each of the five resolutions involved highly technical and complex factors to mitigate realized losses • Actively partnered with our lending counterparties to structure financings of certain real estate owned, or REO, assets through the repurchase facilities, which involves complex structuring, and refinanced another REO asset with a mortgage, all at a lower cost of capital than available on nonperforming lines • Retained valuable collateralized loan obligation liabilities through creative restructuring of certain loans • Extended the maturities of several of our bank financing facilities and renegotiated certain terms, as our lenders continue to support our platform and seek to do more business with us • Actively renegotiated expenses with key vendors to reduce our operating expenses • Continued to comply with our covenants and actively managed our balance sheet given the ongoing market uncertainty and volatility | | Risk Management (30% of Strategic Component) 2025 Achievement Level: 100% of target | • Actively managed our liquidity and funding sources to fund our operations while maintaining an active dialogue with our lending counterparties to ensure they have up-to-date information regarding our loan performance • Managed our portfolio and collaboratively worked with our borrowers to help them navigate any disruptions due to market dislocations, which helped us realize a healthy volume of loan repayments and minimized potential credit losses to protect investors’ capital • Oversaw a fully dedicated team of professionals at our sub-servicer, who are focused exclusively on servicing and assisting in asset managing our loan portfolio, while adjusting the scale of this resource as our portfolio size shifted • Maintained active oversight of our internal controls and operations processes to ensure accurate financial reporting that meets all regulatory requirements • Maintained a sophisticated and secure IT infrastructure environment through our master service provider, and maintained cybersecurity insurance coverage | | | (continued) |

  44. Short-term strategic goals assessment factors for 2026 AIP Awards

    | 2025 PERFORMANCE ASSESSMENT OF STRATEGIC FACTORS, cont’d | | | Stockholder/ Investor Focus (20% of Strategic Component) 2025 Achievement Level: 50% of target | • Engaged with many equity and fixed income investors through targeted outreach, holding one-on-one meetings, and attending five real estate lending industry and equity/fixed income investor conferences • Expanded our regular governance dialogue with our largest institutional investors, primarily focused on executive compensation matters • Continued to evolve our proxy disclosure, aimed at improving communication related to executive compensation and other topics • Further improved and expanded the financial disclosures in our quarterly SEC filings with the goal of providing a more informed view of the business • Maintained an active dialogue with research analysts to help expand their knowledge and understanding of our Company and business strategy | | Enhancing Franchise Value (20% of Strategic Component) 2025 Achievement Level: 50% of target | • Maintained our highly capable team, both with respect to loan originations and asset management as well as in the legal and financial reporting functions • Preserved our franchise value by maintaining positive borrower relationships, collaboratively working with our borrowers during a challenging market environment • Maintained our presence in the CRE lending markets through an active dialogue with industry participants despite ongoing suppressed transaction volumes across the real estate market and no substantial originations by our Company • Attended many industry conferences focused on the CRE market, further solidifying our brand • Maintained an active dialogue with our capital providers and intermediaries in the equity and fixed income markets with the goal of developing new and preserving existing relationships and channels to access capital to support future growth of the business • Further solidified our dedicated asset management function responsible for day-to-day credit surveillance of our portfolio, management of the sub-servicer relationships, and additional oversight of securitization activities by redeploying our team |

  45. Short-term strategic goals assessment factors for 2026 AIP Awards

    Following this review, our Compensation Committee determined that the NEOs had achieved target levels of performance for both Balance Sheet Management and Risk Management in a challenging market environment. Stockholder/Investor Focus and Enhancing Franchise Value, on the other hand, were each assessed at 50% performance levels because of our depressed stock price and because we have not yet returned to our core business model of originating loans. After applying the respective weightings to the results for each objective, the composite Strategic Component of the 2025 AIP awards was 80% of target levels of performance, as shown below:

  46. Short-term strategic goals assessment factors for 2026 AIP Awards

    | Objective | Percentage of Strategic Component | 2025 Achievement as a Percentage of Target | | Balance sheet management | 30% | 100% | | Risk management | 30% | 100% | | Stockholder/investor focus | 20% | 50% | | Enhancing franchise value | 20% | 50% | | Composite Strategic Component Achievement | | 80% |

  47. Financial Component of 2025 AIP Awards – Goals and Results

    Financial Component of 2025 AIP Awards – Goals and Results The Financial Component of the 2025 AIP awards was split evenly between the performance metrics “Run-Rate” ROAE and Change in Book Value per Share. We believe that those two metrics are the most significant drivers of market valuation in our industry, thus aligning the NEOs’ compensation to our stockholders’ interests. “Run-Rate” ROAE is calculated as the ratio of (i) our Company’s Distributable Earnings (Loss) Before Realized Gains and Losses generated during the performance period, as reported in our Company’s publicly filed financial reports, to (ii) our Company’s average common stockholders’ equity during the performance period, as measured on each of the first and last day of the period. Distributable Earnings (Loss) is intended to over time serve as a general, though imperfect, proxy for our taxable income. As such, Distributable Earnings (Loss) is considered a key indicator of our ability to generate sufficient income to pay our dividends, which is the primary focus of income-oriented investors who comprise a meaningful segment of our stockholder base. We exclude realized losses or realized gains related to credit events, asset sales and similar developments within our Company’s portfolio or borrowings from Distributable Earnings (Loss) to calculate “Run-Rate” ROAE. This adjustment reduces the effects of market volatility on the metric and portrays results that our Compensation Committee believes offer a stronger indication of management’s operating performance than an ROAE metric without such an adjustment. For additional information, see Appendix A – Definitions and Calculation of Non-GAAP Measures. Our Compensation Committee selected “Run-Rate” ROAE as one of the two financial metrics to be used in the 2025 AIP awards because it is an important valuation metric for commercial mortgage REITs like our Company that reflects efficient use of investors’ capital and management’s sound investment decisions. “Run-Rate” ROAE emphasizes the efficient generation of earnings from our Company’s equity capital that can be distributed to our Company’s stockholders as dividends, substantially reflects performance over time and encompasses all aspects of investment activities, including interest income received on loans net of borrowing costs, as well as realized gains and losses on investments, if any. Change in Book Value per Share is calculated as the difference between (i) our Company’s total common stockholders’ equity divided by the number of common shares outstanding as measured on the first day of the performance period and (ii) our Company’s total common stockholders’ equity divided by the number of common shares outstanding as measured on the last day of the performance period. For additional information, see Appendix A – Definitions and Calculation of Non-GAAP Measures. Our Compensation Committee selected Change in Book Value per Share as the second financial metric to the AIP award structure because book value is linked to investor returns, it reflects the stability of our Company’s investment portfolio and effective balance sheet management, and it accounts for credit losses in a way that is less volatile than in an earnings-based metric. Our Compensation Committee established the following payout matrix to determine achievement under the Financial Component of the 2025 AIP awards. The percentage earned is to be linearly interpolated when the level of performance is between threshold and target levels or between target and maximum levels.

  48. Financial Component of 2025 AIP Awards – Goals and Results

    | | | | | | | Level of Performance | “Run-Rate” ROAE | Percentage Earned | | | Below Threshold | <0.0% | 0% of Target | | | Threshold | 0.0% | 25% of Target | | | Target | 2.0% | 100% of Target | | | Maximum | ≥6.0% | 200% of Target | | | Actual | (1.9%) | 0% of Target |

  49. Financial Component of 2025 AIP Awards – Goals and Results

    | | | | | | | Level of Performance | Change in Book Value per Share | Percentage Earned | | | Below Threshold | <(20.0%) | 0% of Target | | | Threshold | (20.0%) | 25% of Target | | | Target | (10.0%) | 100% of Target | | | Maximum | ≥10.0% | 200% of Target | | | Actual | (13.9%) | 70.5% of Target |

  50. Financial Component of 2025 AIP Awards – Goals and Results

    As indicated above, our Company’s actual “Run-Rate” ROAE for 2025 was (1.9%), which is below the threshold level of performance for that metric. Our 2025 “Run-Rate” ROAE performance was challenged by our decreasing investment portfolio balance, our loans on nonaccrual status and our high cost of funding. Our Company’s Change in Book Value per Share from 2024 to 2025 was (13.9%), which was between the threshold and target levels of performance for that metric; interpolation of those values yielded a percentage earned of 70.5% of target. Increased provision for credit losses recorded during 2025 and distributions in excess of GAAP earnings put downward pressure on our book value per share. The total Financial Component of the 2025 AIP awards was achieved at 35.3% of target, as shown below:

  51. Financial Component of 2025 AIP Awards – Goals and Results

    | Total Financial Component Results | | | | | | “Run-Rate” ROAE Percentage Earned (50% weighting) | Change in Book Value per Share Percentage Earned (50% weighting) | Total Percentage Earned | | | 0% of Target | 70.5% of Target | 35.3% of Target |

  52. 2025 AIP Award Payouts

    2025 AIP Award Payouts The 80% of target earned from the Strategic Component combined with the 35.3% of target earned from the Financial Component resulted in 2025 AIP payouts equal to 57.7% of each NEO’s respective target award, as shown below:

  53. 2025 AIP Award Payouts

    | 2025 AIP Award Payouts | | | | | | Strategic Component Percentage Earned (50% weighting) | Financial Component Percentage Earned (50% weighting) | Total Award Percentage Earned | | | 80% of Target | 35.3% of Target | 57.7% of Target |

  54. 2025 AIP Award Payouts

    The dollar amounts paid to the NEOs in early 2026 for the 2025 AIP awards are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and reflected below:

  55. 2025 AIP Award Payouts

    | Named Executive Officer | Target AIP Payout for 2025 Performance | Award Percentage Earned | Actual AIP Award Payout for 2025 Performance | | John (“Jack”) A. Taylor | $1,000,000 | 57.7% | $576,500 | | Blake Johnson | $375,000 | 57.7% | $216,188 | | Stephen Alpart | $472,500 | 57.7% | $272,396 | | Michael Karber | $315,000 | 57.7% | $181,598 | | Peter Morral | $450,000 | 57.7% | $259,425 |

  56. 2025 AIP Award Payouts

    In addition to the AIP award payout reflected above, our Compensation Committee awarded Mr. Johnson a cash bonus of $35,000 in early 2026, in consideration of his recent transition into the Chief Financial Officer role and to promote internal pay equity. This bonus is reflected in the Summary Compensation Table as a component of Mr. Johnson’s 2025 compensation. LTIP AWARDS GRANTED IN 2025

  57. 2025 LTIP Award Size

    2025 LTIP Award Size In the first half of 2025, our Compensation Committee granted the NEOs long-term incentive awards under our 2022 Omnibus Incentive Plan to reward key drivers of stockholder value and foster a sense of ownership and commitment to our Company’s long-term success. Most of the units were granted on February 27, 2025 (the date of the Compensation Committee meeting at which the award values were set), and the remainder were granted on June 5, 2025 (the date of our annual meeting of stockholders, at which our stockholders approved an amendment to our 2022 Omnibus Incentive Plan that made additional shares available for grant).The 2025 award values are as follows:

  58. 2025 LTIP Award Size

    | Named Executive Officer | Annual RSU Award(1) | Annual PSU Award at Target(1) | Total 2025 LTIP Award | | John (“Jack”) A. Taylor | $1,125,000 | $1,125,000 | $2,250,000 | | Blake Johnson(2) | $125,000 | $125,000 | $250,000 | | Stephen Alpart | $600,000 | $600,000 | $1,200,000 | | Michael Karber | $322,500 | $322,500 | $645,000 | | Peter Morral | $475,000 | $475,000 | $950,000 |

  59. 2025 LTIP Award Size

    (1) Our Compensation Committee determined the number of RSUs and PSUs to be granted to the NEOs on February 27, 2025, using the closing stock price on that date. Approximately two-thirds of the units were granted on February 27, 2025, and the remaining one-third of units were granted on June 5, 2025. The grant date value of the 2025 equity awards reported in the Summary Compensation Table is lower than the dollar amount listed here because the closing share price on June 5, 2025, was lower than it was on the determination date of February 27, 2025. (2) The aggregate value of Mr. Johnson’s 2025 LTIP award was set in his October 2024 employment agreement. Factors influencing the size of each executive’s annual LTIP award include job responsibilities and performance, retention considerations, internal pay equity within the executive group, and market competitiveness. In comparison to their 2024 annual, or “regular,” awards granted in March 2024, the grant date value of the NEOs’ individual 2025 LTIP awards granted in February/June 2025 stayed the same or decreased for all the incumbent NEOs. Because supplemental RSUs were granted in 2024 and no such additional grant was made in 2025, the aggregate value of the LTIP awards granted to NEOs who served as such during all of 2024 and 2025 declined substantially in 2025, as reflected below:

  60. 2025 LTIP Award Size

    | NEO for all of 2024 and 2025 | Annual 2024 LTIP Award (March 2024) | Total 2024 LTIP Award (March + June 2024) | Total 2025 LTIP Award (February + June 2025) | | John (“Jack”) A. Taylor | $2,250,000 | $3,050,000 | $2,250,000 | | Stephen Alpart | $1,200,000 | $1,700,000 | $1,200,000 | | Peter Morral | $1,000,000 | $1,250,000 | $950,000 |

  61. 2025 LTIP Award Size

    The even split of the NEOs’ 2025 LTIP target value between performance-based and time-based awards is designed to motivate achievement of financial objectives while encouraging retention and stock ownership. The ultimate value of both the PSUs and the RSUs is dependent on our long-term success as reflected in the price of our Company’s common stock. The treatment of these awards upon an NEO’s termination of employment in connection with death, disability, retirement or a change of control of our Company is described in detail in “Executive Compensation – Potential Payments Upon Termination or Change in Control” later in this proxy statement. The award agreements provide for “double-trigger” vesting, meaning that vesting is not accelerated upon a change of control unless the change of control is accompanied by a qualifying termination of employment.

  62. 2025 RSU Awards

    2025 RSU Awards The RSUs granted to the NEOs in February 2025 and June 2025 all vest ratably over a three-year period from the initial grant date of February 27, 2025. The RSU awards are accompanied by dividend equivalent rights that, upon the payment of any dividend (other than non-cash extraordinary dividends) by our Company to its common stockholders, pay out with respect to all outstanding RSUs.

  63. Structure of 2025 PSU Awards (2025-2027 Performance Period)

    Structure of 2025 PSU Awards (2025-2027 Performance Period) The PSU awards granted to the NEOs in February 2025 and June 2025 have a three-year performance period of January 1, 2025, through December 31, 2027. All the PSUs that have been earned through satisfaction of the applicable performance metrics will vest at the conclusion of the performance period on a one-for-one basis of one share of common stock per PSU, subject to the NEO’s continued employment and other terms and conditions contained in the respective award agreement. The percentage of the target number of PSUs granted in 2025 that will be earned is dependent on our Company’s absolute and relative performance with respect to “Run-Rate” ROAE and Change in Book Value per Share during the three-year performance period, with each measure weighted at 25%. Actual units earned will be between 0% and 200% of target levels. The significance and calculation of both “Run-Rate” ROAE and Change in Book Value per Share are described above under “2025 AIP Awards.” We believe that they are critical metrics for our Company and its stockholders, and our Compensation Committee used them to measure corporate performance on both an annual and long-term basis to align pay and performance. As described in detail below in “Changes to LTIP Award Structure and Size for 2026,” our Compensation Committee selected different metrics for the PSUs granted in 2026, eliminating the overlap with the AIP metrics. For the 2025 PSU awards, the Committee included relative measures of both “Run-Rate” ROAE and Change in Book Value per Share that are weighted evenly with the absolute measures to account for independent economic and real estate market forces over the three-year performance period while aligning the NEOs’ focus on execution of our Company’s long-term plan. To measure relative “Run-Rate” ROAE and relative Change in Book Value per Share performance, our Company’s absolute result for each metric is compared to the respective results of a comparator group of companies that share the following characteristics: • All are mortgage REITs; • All have investment portfolios focused on commercial mortgages; • They constitute our Company’s primary public commercial mortgage REIT competitors for investment; They have long-term capital and return profiles similar to our Company’s profiles; and External market conditions generally affect them in ways similar to how our Company is affected. Unlike the peer group that is used to evaluate executive compensation structure and pay levels, the comparator group used to evaluate relative results need not be composed exclusively of internally managed companies and is more focused on our specific sector of commercial mortgage REITs. The comparator group that will be used to measure relative results for the PSU awards granted in 2025 consists of the following companies: • ACRES Commercial Realty Corp. • Apollo Commercial Real Estate Finance, Inc. • Ares Commercial Real Estate Corp • Blackstone Mortgage Trust, Inc. • BrightSpire Capital, Inc. • KKR Real Estate Finance Trust Inc. • Ladder Capital Corp • TPG RE Finance Trust, Inc. The performance goals for the PSUs granted in early 2025 are set forth below. The specific threshold, target and maximum values for absolute “Run-Rate” ROAE and absolute Change in Book Value per Share will not be publicly disclosed until the three-year performance period is completed due to the proprietary nature and competitive sensitivity of that information. The target values for these metrics are intended to be challenging but achievable. There is a 0% earnout for performance below threshold levels, and earnouts for performance in excess of the maximum levels are capped at 200%; earnouts for performance between threshold and target levels or between target and maximum levels will be calculated through linear interpolation.

  64. Structure of 2025 PSU Awards (2025-2027 Performance Period)

    | Absolute “Run-Rate” ROAE (25% weight) | | Relative “Run-Rate” ROAE (25% weight) | | | Performance | Percentage Earned | Performance | Percentage Earned | | Target value -2% | 25% of target (threshold) | 25th percentile | 25% of target (threshold) | | Target value | 100% of target | 50th percentile | 100% of target | | Target value +4% | 200% of target (maximum) | 75th percentile | 200% of target (maximum) |

  65. Structure of 2025 PSU Awards (2025-2027 Performance Period)

    | Absolute Change in Book Value per Share (25% weight) | | Relative Change in Book Value per Share (25% weight) | | | Performance | Percentage Earned | Performance | Percentage Earned | | Target value -5.0% | 25% of target (threshold) | 25th percentile | 25% of target (threshold) | | Target value | 100% of target | 50th percentile | 100% of target | | Target value +5.0% | 200% of target (maximum) | 75th percentile | 200% of target (maximum) |

  66. Structure of 2025 PSU Awards (2025-2027 Performance Period)

    The PSU awards are accompanied by dividend equivalent rights that accrue during the performance period but are paid out upon vesting only with respect to shares that have been earned through satisfaction of the performance metrics. Upon the payment of any dividend (other than non-cash extraordinary dividends) by our Company to its common stockholders, dividend equivalent rights accrue with respect to all outstanding PSUs. No dividend equivalent rights are paid out with respect to shares not earned or PSUs that have terminated before vesting. CHANGES TO LTIP AWARD STRUCTURE AND SIZE FOR 2026 In response to the feedback received during our investor engagement calls and the current business environment, our Compensation Committee significantly revised the LTIP program for 2026 to achieve the following primary objectives: • Eliminate the overlap between PSU and AIP performance metrics • Implement challenging performance conditions that better align with shareholder returns Decrease the number of stock units granted from prior years to limit dilution of existing stockholders’ ownership interests

  67. 2026 LTIP Structure

    2026 LTIP Structure As described in detail below, the LTIP awards granted to NEOs in 2026 differ significantly from the 2025 awards: a long-term cash award was introduced to the time-based component of the LTIP, and the performance measures applicable to the performance-based component of the LTIP were changed to more closely align with stock price appreciation and stockholders’ interests.

  68. 2026 LTIP Structure

    | 50% TIME-BASED AWARDS | | 50% PERFORMANCE-BASED AWARDS | | | 25% Long-Term Cash | 25% RSUs | 25% Relative TSR PSUs | 25% Share Price PSUs |

  69. 2026 LTIP Structure

    Changes to Time-Based Awards: LTIP awards granted to the NEOs in early 2026 were split evenly between time-based and performance-based awards, as in prior years, but half the value of the time-based awards was delivered as cash subject to three-year ratable vesting and half was granted in RSUs with three-year ratable vesting. Our Compensation Committee divided the time-based component of the NEOs’ 2026 LTIP between cash and RSUs instead of granting RSUs only, as it had done in previous years, to limit the dilutive effect of the LTIP awards while maintaining a retentive component through the vesting requirement applied to the cash awards.

  70. 2026 LTIP Structure

    | 2025 Time Based Awards | | 2026 Time Based Awards | | | Value | Award Type | Value | Award Type | | 100% | RSUs with three-year ratable vesting | 50% | RSUs with three-year ratable vesting | | | | 50% | Cash with three-year ratable vesting |

  71. 2026 LTIP Structure

    Changes to Performance-Based Awards: The performance-based component of the LTIP awards for 2026 changed substantially with a new set of performance metrics for the PSUs. The 2026 PSU metrics of relative total shareholder return and absolute share price do not overlap with the AIP metrics, and they were selected to align executives’ long-term incentives more directly with sustained share price improvement and our stockholders’ interests. Our Compensation Committee believes these measures reinforce the importance of meaningful share price appreciation, while also ensuring that results reflect our Company’s performance against industry peers. As was the case for prior years’ grants, the 2026 PSUs have a three-year performance period (January 1, 2026 – December 31, 2028) and a maximum payout of 200% of target.

  72. 2026 LTIP Structure

    | 2025 Performance-Based Awards | | 2026 Performance-Based Awards | | | Weight | PSU Metrics | Weight | PSU Metrics | | 25% | Absolute “Run-Rate” ROAE | 50% | Relative Total Shareholder Return • vesting levels capped at target levels if our absolute TSR is negative • threshold performance at 33rd percentile • target performance at 55th percentile • maximum performance at 85th percentile • measured against the NAREIT Commercial Mortgage Index | | 25% | Relative “Run-Rate” ROAE • threshold performance at 25th percentile • target performance at 50th percentile • maximum performance at 75th percentile • measured against custom comparator group | | | | 25% | Absolute Change in Book Value per Share | | | | 25% | Relative Change in Book Value per Share • threshold performance at 25th percentile • target performance at 50th percentile • maximum performance at 75th percentile • measured against custom comparator group | 50% | Absolute Share Price • share price hurdles must be satisfied at the end of the three-year performance period, based on a two-month average • price hurdles were developed based on projected implied percentage of book value |

  73. 2026 LTIP Award Size

    2026 LTIP Award Size Our Compensation Committee significantly reduced the size of the 2026 LTIP awards for NEOs compared to the 2025 awards, both to limit the dilutive effect of the equity grants and to reflect the Company’s stock price performance.

  74. 2026 LTIP Award Size

    | | 2025 LTIP for NEOs | 2026 LTIP for NEOs | Decrease from 2025 to 2026 | | Grant Date Value of LTIP Award(1) | (PSUs +RSUs) $5,099,056 | (PSUs + RSUs + Cash) $2,691,380 | 47.2% | | Number of Units Granted | (Target PSUs + RSUs) 1,857,888 | (Target PSUs + RSUs) 1,308,612 | 29.6% |

  75. 2026 LTIP Award Size

    (1) These amounts were calculated in accordance with FASB ASC Topic 718. 2023 PSU AWARD RESULTS (2023-2025 PERFORMANCE PERIOD) The results for the PSUs granted in 2023 are shown below. They were calculated by comparing actual corporate performance for each metric for the performance period of January 1, 2023 – December 31, 2025, against the performance goals established by our Compensation Committee near the beginning of the performance period. The metrics used – and, for the relative metrics, the comparator group used – are the same as those described above for the PSUs granted in 2025, as described above. To calculate the Company’s achievement of the metrics contained in the 2023 PSUs, results for each of the three years within the performance period were first applied to the following performance matrix to produce a percentage of target PSUs results for that year, using linear interpolation for results between threshold and target levels or between target and maximum levels. At the end of the performance period, the performance percentages for each of the three years were averaged to determine the percentage of the target number of PSUs earned.

  76. 2026 LTIP Award Size

    | Absolute “Run-Rate” ROAE (25% weighting) | | | Relative “Run-Rate” ROAE (25% weighting) | | | | Level of Performance | Absolute “Run-Rate” ROAE | Percentage Earned | Level of Performance | Relative “Run-Rate” ROAE | Percentage Earned | | Below Threshold | <5.0% | 0% of Target | Below Threshold | <25th percentile | 0% of Target | | Threshold | 5.0% | 25% of Target | Threshold | 25th percentile | 25% of Target | | Target | 7.0% | 100% of Target | Target | 50th percentile | 100% of Target | | Maximum | ≥9.0% | 200% of Target | Maximum | ≥75th percentile | 200% of Target | | 2023 performance | 5.2% | 32.7% | 2023 performance | Lowest percentile | 0% | | 2024 performance | (1.2%) | 0% | 2024 performance | Lowest percentile | 0% | | 2025 performance | (1.9%) | 0% | 2025 performance | Lowest percentile | 0% |

  77. 2026 LTIP Award Size

    | Absolute Change in Book Value per Share (25% weighting) | | | Relative Change in Book Value per Share (25% weighting) | | | | Level of Performance | Absolute Change in Book Value per Share | Percentage Earned | Level of Performance | Relative Change in Book Value per Share | Percentage Earned | | Below Threshold | <(10.0%) | 0% of Target | Below Threshold | <25th percentile | 0% of Target | | Threshold | (10.0%) | 25% of Target | Threshold | 25th percentile | 25% of Target | | Target | 0% | 100% of Target | Target | 50th percentile | 100% of Target | | Maximum | ≥10.0% | 200% of Target | Maximum | ≥75th percentile | 200% of Target | | 2023 performance | (13.1)% | 0% | 2023 performance | 29.9th percentile | 39.7% | | 2024 performance | (34.4%) | 0% | 2024 performance | Lowest percentile | 0% | | 2025 performance | (13.9%) | 0% | 2025 performance | Lowest percentile | 0% |

  78. 2026 LTIP Award Size

    | 2023 PSU Awards Vested (2023-2026 Performance Period) | Year | Absolute “Run-Rate” ROAE (25% weighting) | Relative “Run-Rate” ROAE (25% weighting) | Absolute Change in Book Value per Share (25% weighting) | Relative Change in Book Value per Share (25% weighting) | Total Award Percentage Earned for Year | | | 2023 | 32.7% of Target | 0% of Target | 0% of Target | 39.7% of Target | 18.1% of Target | | | 2024 | 0% of Target | 0% of Target | 0% of Target | 0% of Target | 0% of Target | | | 2025 | 0% of Target | 0% of Target | 0% of Target | 0% of Target | 0% of Target | | | Average award percentages for three years in performance period | | | | | 6.0% of Target |

  79. 2026 LTIP Award Size

    As indicated above, the Company achieved 18.1% of the PSU award percentage in 2023 and 0% in each of 2024 and 2025.Consequently, 6.0% of the target number of PSUs granted in 2023 vested. In early 2026, the shares earned upon vesting were issued and the associated dividend equivalent rights were paid in cash. BENEFITS Our NEOs receive the same benefits package available to our other employees, which consists primarily of health and wellness offerings, a 401(k) savings plan with a Company contribution and paid time off. Executive Compensation Policies and Practices STOCK OWNERSHIP GUIDELINES Our Compensation Committee believes that ownership of our Company’s common stock by our executive officers directly aligns their interests with those of our other stockholders and helps balance the incentives for risk taking inherent in equity-based awards. Accordingly, our Compensation Committee has adopted the following stock ownership guidelines:

  80. 2026 LTIP Award Size

    | Executive Officer | Minimum Ownership Level | | Chief Executive Officer | Market value of stock held ≥5x base salary | | Other executive officers | Market value of stock held ≥3x base salary |

  81. 2026 LTIP Award Size

    All outstanding shares and unvested RSUs are included in determining whether an executive officer satisfies the applicable minimum ownership level. Shares underlying unvested PSUs are not included. An executive officer is expected to attain the minimum ownership level within five years of appointment. If the minimum amount is not attained by such date – or is not maintained after such date – the officer is expected to retain at least 75% of the shares issued upon settlement of equity awards (net of shares withheld to satisfy tax obligations) until attaining the ownership level. Our Compensation Committee reviews executive stock ownership each January, based on the previous December 31 ownership levels and stock price, to confirm compliance with these ownership and retention requirements. PROHIBITION AGAINST HEDGING AND PLEDGING Our Board has adopted, as part of our Insider Trading Policy, prohibitions against our officers, directors and employees engaging in transactions designed to profit from fluctuations in the price of our securities, such as short sales or purchasing our securities on margin. In addition, such persons are prohibited from purchasing or selling puts or calls or other derivative securities on our securities, pledging our securities as collateral for a loan, or entering into hedging or monetization transactions or similar arrangements with respect to our securities. EQUITY GRANTING PRACTICES Our Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information. In addition, no stock options or other option-like instruments have been granted by our Company, and we have no plans to grant stock options or other option-like instruments. CLAWBACK POLICY In compliance with the NYSE listing standards issued in connection with the SEC rules promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, our Compensation Committee adopted a Clawback Policy in October 2023. The Clawback Policy provides that upon a required accounting restatement, any incentive-based compensation received by current or former executive officers during the three years preceding the restatement that exceeded amounts owed based on the restated financials will be recovered by the Company. COMPENSATION RISK ASSESSMENT Our Compensation Committee reviewed our Company’s compensation programs and plans for both executive officers and other employees in early 2026 to assess whether those programs and plans create incentives for risk-taking behavior that could damage our Company and its stockholders. Following this assessment, our Compensation Committee concluded that the risks arising from our Company’s compensation programs and plans for executive officers and other employees are not reasonably likely to have a material adverse effect on our Company. When making this determination, our Compensation Committee specifically considered the following features of our executive compensation program:

  82. 2026 LTIP Award Size

    | Risk-Mitigating Features of Executive Compensation Program | | | • Earnout of performance-based equity (PSU) and annual cash (AIP) awards is capped at 200% of target • Performance-based awards have a sliding scale earnout structure, not an all-or-nothing structure • A significant percentage of the executives’ total direct compensation is paid as equity with three-year vesting • PSUs have a three-year performance period • All officers and employees are prohibited from hedging Company securities through our Insider Trading Policy • Executive stock ownership levels and retention requirements are governed by stock ownership guidelines • Performance-based awards use multiple performance metrics, both absolute and relative • Our clawback policy requires recoupment of excess cash or equity paid pursuant to incentive-based awards upon a financial restatement | |

  83. 2026 LTIP Award Size

    Compensation Committee Report Compensation Committee Report Our Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, our Compensation Committee recommended to our Board that the “Compensation Discussion and Analysis” be included in this proxy statement. Submitted by the Compensation Committee of the Company’s Board: Hope B. Woodhouse (Chair) Tanuja M. Dehne Patrick G. Halter Summary Compensation Table The following table shows the cash and equity compensation awarded to or earned by our NEOs for services rendered to us during the fiscal years presented:

  84. 2026 LTIP Award Size

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | John (“Jack”) A. Taylor President and Chief Executive Officer | 2025 | 1,000,000 | — | 2,166,741 | 576,500 | 13,800 | 3,757,041 | | | 2024 | 1,000,000 | — | 3,032,044 | 500,000 | 13,550 | 4,545,594 | | | 2023 | 1,000,000 | — | 2,249,997 | 786,923 | 12,900 | 4,049,820 | | Blake Johnson(4) Vice President, Chief Financial Officer and Treasurer | 2025 | 500,000 | 35,000(5) | 240,746 | 216,188 | 13,800 | 1,005,733 | | | 2024 | 119,318 | 360,000 | 200,000 | — | 7,680 | 686,998 | | Stephen Alpart Vice President and Chief Investment Officer | 2025 | 630,000 | — | 1,155,596 | 272,396 | 13,800 | 2,071,792 | | | 2024 | 600,000 | — | 1,688,781 | 225,000 | 13,550 | 2,527,331 | | | 2023 | 600,000 | — | 1,199,994 | 354,115 | 12,900 | 2,167,009 | | Micheal Karber(6) Vice President, General Counsel and Secretary | 2025 | 420,000 | — | 621,129 | 181,598 | 13,800 | 1,236,526 | | Peter Morral Vice President and Chief Development Officer | 2025 | 600,000 | — | 914,845 | 259,425 | 10,500 | 1,784,770 | | | 2024 | 600,000 | — | 1,244,386 | 225,000 | 10,350 | 2,079,736 | | | 2023 | 600,000 | — | 1,199,994 | 354,115 | 9,900 | 2,164,009 |

  85. Other Terms

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in thousands)(6) ($) | “Run- Rate” ROAE7(7) | | | | | | | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(5) ($) | | | | 2025 | 3,757,041 | 2,470,060 | 1,524,705 | 1,220,303 | 39.92 | 115.56 | (41,152) | (1.9%) | | 2024 | 4,545,594 | 1,617,718 | 1,731,682 | 867,016 | 43.01 | 79.96 | (207,051) | (1.2%) | | 2023 | 4,049,820 | 4,750,451 | 2,108,760 | 2,403,221 | 84.31 | 79.79 | (63,198) | 5.2% | | 2022 | 3,762,129 | 219,887 | 1,965,133 | 170,832 | 65.55 | 69.27 | (40,825) | 5.0% | | 2021 | 4,730,154 | 5,205,864 | 2,333,208 | 2,602,997 | 126.65 | 94.05 | 68,353 | 7.0% |