DEF 14A of Cherry Hill Mortgage Investment Corp
Filed Apr 21, 2026 · FY20250001140361-26-015895
FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 11, 2026
| Pension Benefits and Nonqualified Deferred Compensation | 32 | | Potential Payments Upon Termination or Change in Control | 32 | | Executive Severance Plan | 32 | | Pay Versus Performance | 33 | | Pay versus Performance Supplemental Information – Reconciliation of Summary Compensation to Compensation Actually Paid | 33 | | Relationship Between “Compensation Actually Paid” and Performance Measures | 34 | | CEO PAY RATIO DISCLOSURE | 35 | | PROPOSAL NO. 2: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 36 | | AUDIT COMMITTEE REPORT | 37 | | PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF EY | 39 | | Fee Disclosure | 39 | | Pre-Approval Policy | 39 | | PROPOSAL NO. 4: APPROVAL OF THE PROPOSED CHARTER AMENDMENT | 40 | | Proposed Charter Amendment | 40 | | Purpose and Effect of the Proposed Charter Amendment | 40 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 41 | | DELINQUENT SECTION 16(A) REPORTS | 42 | | OTHER INFORMATION | 43 | | Discretionary Voting Authority | 43 | | Stockholder Proposals and Director Nominations for the 2027 Annual Meeting of Stockholders | 43 | | Requests for Annual Report on Form 10-K | 43 | | APPENDIX A: FORM OF PROPOSED CHARTER AMENDMENT | A-1 |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board has fixed the number of directors at five. The five persons named below (each, a “director nominee”) currently serve on the Board and have been recommended by the Nominating and Corporate Governance Committee and nominated by the Board to serve on the Board until our 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The Board has no reason to believe that any of the director nominees will be unable, or will decline, to serve if elected. If any director nominee is unable to stand for election, the persons appointed to vote your proxy may vote at the Annual Meeting for another candidate proposed by the Board, or the Board may choose to reduce the size of the Board, provided that we continue to have a majority of independent directors following any such reduction. In addition, the Board has determined that all of the director nominees, other than Mr. Lown, are independent under applicable rules of the U. S. Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”).
Director Nominees
Director Nominees The following table sets forth the name, position with our Company and age at the Annual Meeting of each director nominee:
Director Nominees
| Name | Position | Age | | Jeffrey B. Lown II | President and Chief Executive Officer | 62 | | Robert C. Mercer, Jr. | Independent Director | 78 | | Joseph Murin | Independent Director | 76 | | Sharon L. Cook | Independent Director | 66 | | Dale S. Hoffman | Independent Director | 67 |
Director Nominees
We believe that all of the director nominees are intelligent, experienced and proactive with respect to management and risk oversight, and that they exercise good judgment. The biographical descriptions below set forth certain information with respect to each director nominee, including the experience, qualifications, attributes or skills of each director nominee that led us to conclude that such person should serve as a director. Jeffrey B. Lown II has served as our President and as a director since the completion of our initial public offering in October 2013 and as our Chief Executive Officer since March 2017. Mr. Lown also served as our Chief Investment Officer from October 2013 through March 2016, at which time Julian Evans was appointed as Chief Investment Officer. Mr. Lown has over 25 years of combined experience in the financial services industry and the residential mortgage markets. We hired Mr. Lown on November 14, 2024 following our completion of the Internalization (as defined below). From April 2012 to November 14, 2024, Mr. Lown was employed by Freedom Mortgage Corporation (“Freedom Mortgage”), and his services were provided to us through Cherry Hill Mortgage Management, LLC (“CHMM”), our former external manager, pursuant to the management agreement between us and CHMM. While at Freedom Mortgage, Mr. Lown served as Freedom Mortgage’s Executive Vice President in charge of strategic funding projects and capital markets until July 2016, at which time he began to focus his full-time efforts on us and the management of our business. Prior to joining Freedom Mortgage, Mr. Lown served as a Portfolio Manager at Avenue Capital Group from April 2011 to January 2012. Prior to co-founding and serving as a principal of Green Lake Investment Partners, LLC in the fall of 2010, Mr. Lown spent 11 months at New Oak Capital LLC as head of the residential mortgage loan business and as a member of the bank advisory group. Prior to joining New Oak Capital, Mr. Lown was a fellow at the Office of Thrift Supervision (the “OTS”), from March 2008 through September 2009. At the OTS, he served as an advisor to the Senior Deputy Director’s office and focused on residential mortgage loan origination and residential asset valuation and RMBS. Noteworthy assignments included participating in the creation of the Obama administration’s “Making Home Affordable” modification program, the review of TARP Capital Purchase Program applications for OTS thrifts and working with the Acting Deputy Director of Examinations, Supervision, and Consumer Protection and regional staff on troubled institutions. Before OTS, from April 2002 to March 2008, Mr. Lown worked at UBS Securities LLC in mortgage trading. While at UBS Securities, Mr. Lown managed an internal mortgage origination platform specializing in Alt-A mortgage loans, overseeing all units within the organization, including sales, capital markets and operations. Mr. Lown began his career at Salomon Brothers (now Citigroup) in 1991, where he spent 11 years working for the mortgage trading desk. The last six years at Citigroup were in the Mortgage Finance Group where Mr. Lown held several positions both in investment banking and mortgage finance roles. While serving in these positions, he developed strong credit, contract finance and securitization skills. As a consequence of Mr. Lown’s more than 25 years of experience in the residential mortgage markets, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, believes that he is well qualified to provide valuable advice in many important areas and that he should serve as a director. Robert C. Mercer, Jr. has served as a director, chairperson of the Audit Committee and member of the Nominating and Corporate Governance Committee since March 2017. Mr. Mercer also served as a member of the Compensation Committee until March 2025. Mr. Mercer has over 40 years of management and executive experience in generating and servicing consumer loans and mortgages. From July 2009 to March 2017, Mr. Mercer served as a Senior Examiner/Subject Matter Expert —Credit Risk, Operations and Counterparty Management at the Federal Housing Finance Agency (“FHFA”) in Washington, D.C. At FHFA, Mr. Mercer monitored Freddie Mac’s seller/servicer and mortgage insurance counterparty risk analysis focusing on concentration of risk, regulatory risk and servicing transfer approvals. He also monitored Freddie Mac’s credit loss forecasting and loan loss reserve adequacy for its single family and multifamily loan portfolios. Prior to his work at FHFA, Mr. Mercer’s experience included managing problem portfolio workouts, managing due diligence processes involving mergers and acquisitions, purchasing mortgage portfolios and developing or enhancing profit and risk models to improve portfolio predictability and profitability. In addition to his operational experience, he also has an extensive credit risk background, having been Chief Credit Officer of Citicorp National Services. Mr. Mercer has been involved in all aspects of credit risk management, including the development of proprietary score cards. As President of American Equity Mortgage, Inc. in St. Louis, Missouri, Mr. Mercer was responsible for expanding the retail branch network and improving operational efficiencies. Mr. Mercer has held senior executive and management positions in consumer lending at a series of financial institutions that ultimately became part of National City Bank, including Equibank, Integra Bank and Altegra Credit Company. Prior to that, Mr. Mercer held positions at Citicorp and Valley National Bank in Phoenix, Arizona after beginning his career spending thirteen-years at Ford Motor Credit Company. Mr. Mercer brings to the Board over 40 years of experience in the consumer lending and mortgage industry sectors. Due to the depth and extent of his financial and credit risk management experience, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, believes that he should serve as a director. Joseph Murin has served as a director, chairperson of the Nominating and Corporate Governance Committee and member of the Audit Committee and Compensation Committee since the completion of our initial public offering in October 2013. Mr. Murin also serves as our lead independent director. Since September 2009, Mr. Murin has served as the Chairman of The Collingwood Group LLC, a Washington, D.C.-based strategic investment and advisory firm serving the financial services industry that he cofounded in 2009. Since September 2012, Mr. Murin has served as President of New Day Financial LLC, a mortgage lender that provides homeowners with FHA, VA and reverse mortgage loans, and as Chairman of the Board of Directors of Chrysalis Holdings, LLC, a private investment firm focused on building and growing successful businesses that provide home financing, data analytics and technology solutions in the mortgage banking and financial services industries. From October 2001 to October 2007, Mr. Murin served, and since December 2009, he has served, as a director of the Point Park University. From July 2011 to August 2012, Mr. Murin served as the Chief Executive Officer of National Real Estate Information Services, a portfolio company owned by funds managed by affiliates of Fortress Investment Group, LLC.
Director Nominees
President George W. Bush nominated Mr. Murin in October 2007 to serve as President of Ginnie Mae, a position which he held from July 2008 to August 2009. He also served as a consultant to the White House until he was confirmed by the U.S. Senate from January 2008 until May 2008. Prior to his nomination to serve as President of Ginnie Mae, Mr. Murin was with HUD for two years, to which he brought more than 40 years of diverse experience in the financial services, mortgage and banking industries. This experience includes having served as the Chief Executive Officer of a number of financial organizations such as Century Mortgage Co. from September 1986 to January 1989, Lender’s Service Inc. from May 1991 to December 2001, and Mortgage Settlement Network Innovations from September 2004 to August 2007. Mr. Murin served as a director for iGATE Corporation (NASDAQ: IGTE) from August 2009 to April 2013. Mr. Murin holds a bachelor’s degree in business from National Louis University. As a consequence of Mr. Murin’s more than 40 years of experience in the financial services, mortgage and banking industries, including his service as President of Ginnie Mae, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, believes that he is well qualified to provide valuable advice to the Board in many important areas and that he should serve as a director. Sharon L Cook has served as a director, chairperson of the Compensation Committee and member of the Audit Committee since March 2023. Ms. Cook also served as a member of the Nominating and Corporate Governance Committee until March, 2025. Since March 2022, Ms. Cook has served as the president of OLE Three Consulting, Inc., a management organization advisory firm that she founded. Ms. Cook has also served as a certified private arbitrator for the Financial Industry Regulatory Authority since June 2019. From February 2020 to January 2021, Ms. Cook served as a part-time administrative assistant at the Gulf Coast Community Foundation and during the period from September 2017 through February 2020, Ms. Cook was not employed and was dedicating her time to various personal matters. Ms. Cook has more than 30 years of broad experience in fixed income capital markets and financial services regulation, and her background includes serving as a business consultant for the regulated trading platform FTX US Derivatives from February 2022 to June 2022, serving as a managing director at securities firm Incapital LLC between January 2017 and September 2017, serving as a managing director at investment banking firm D.A. Davidson & Co. from December 2012 to May 2016, serving as a managing director at Sterne, Agee & Leach Inc. from September 2009 to November 2012 and serving as a senior economic and policy advisor to the deputy director of the U.S. Department of Treasury’s Office of Thrift Supervision from May 2007 to September 2009 where she participated in the resolution of failing banks and the development of the Troubled Assets Relief Program (TARP) and the Home Affordable Modification Program (HAMP). Earlier in her career, Ms. Cook spent 12 years as a managing director at investment management firm Legg Mason Wood Walker Inc. and was the deputy assistant director at the Federal Deposit Insurance Corporation (FDIC) for five years. Ms. Cook is a member of the board of directors of the Prevent Cancer Foundation, where she serves on the Finance Committee, and she is a member of the National Association of Corporate Directors. Ms. Cook is a graduate of The George Washington University. Based on Ms. Cook’s over 30 years of experience in fixed income capital markets and financial services regulation, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, believes that she should serve as a director. Dale S. Hoffman has served as a director and member of the Compensation and Nominating and Corporate Governance Committees since March 2025. Mr. Hoffman has been the President of S&D Sarasota since April 2019, a consultancy with broker/dealer clients regarding compliance and regulatory issues through a third party. From October 2015 to January 2018, Mr. Hoffman was the Managing Director and Head of Taxable Fixed Income Trading at Piper Jaffray. In this role, he successfully drove revenue growth and played a key role in strategic acquisitions. Mr. Hoffman worked at BMO Capital Markets, U.S. from May 2010 to October 2015, where he served as the Managing Director and Co-Head of Fixed Income Trading and Commodities from 2013 to 2015. In this capacity, Mr. Hoffman co-managed a team of 21 traders and drove revenue of $2.5 million in taxable fixed income trading. From 1994 to 2006, Mr. Hoffman was the Senior Vice President and Head of Taxable Fixed Income Trading and Sales at Legg Mason Wood Walker Inc. where he supervised a team of 25 traders. In this capacity, he significantly contributed to the firm’s success in the fixed income market. Mr. Hoffman holds an M.B.A. in Finance from St. John’s University and a B.S. in Finance from Binghamton University. Mr. Hoffman brings to the board over 30 years of experience in the financial services industry, with a particular focus on the fixed income market. Due to the extent of his financial management experience, specifically in the fixed income market, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, believes that he should serve as a director. The Board recommends that you vote “FOR” the election of each director nominee named above.
Criteria and Procedures for Selection of Director Nominees
Criteria and Procedures for Selection of Director Nominees Although the Board retains ultimate responsibility for nominating individuals for election as directors, the Nominating and Corporate Governance Committee conducts the initial screening and evaluation process. As provided in our Corporate Governance Guidelines, director nominees, including those directors eligible to stand for re-election, are selected based on, among other things, the following factors:
Criteria and Procedures for Selection of Director Nominees
| • | requirements of applicable laws and NYSE listing standards, including independence; |
Criteria and Procedures for Selection of Director Nominees
| • | the absence of material relationships with us; |
Criteria and Procedures for Selection of Director Nominees
| • | strength of character; |
Criteria and Procedures for Selection of Director Nominees
| • | diversity; |
Criteria and Procedures for Selection of Director Nominees
| • | age; |
Criteria and Procedures for Selection of Director Nominees
| • | skills; and |
Criteria and Procedures for Selection of Director Nominees
| • | experience. |
Criteria and Procedures for Selection of Director Nominees
In conducting the screening and evaluation of potential director nominees, the Nominating and Corporate Governance Committee considers candidates recommended by directors and our management, as well as recommendations from our stockholders. Subject to the discretion of the Nominating and Corporate Governance Committee, we anticipate that any director candidates submitted to us by our stockholders will be evaluated by the Nominating and Corporate Governance Committee on the same basis as any other director candidate. The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group of directors that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment, using its diversity of experience. In determining whether to recommend a director for re-election, the Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board. We do not have a formal policy about diversity of Board membership, but the Nominating and Corporate Governance Committee will consider a broad range of factors when nominating individuals for election as directors, including differences of viewpoint, professional experience, education, skill, other personal qualities and attributes, race, gender and national origin. The Nominating and Corporate Governance Committee neither includes nor excludes any candidate from consideration solely based on the candidate’s diversity traits. The Nominating and Corporate Governance Committee will consider appropriate nominees for directors whose names are submitted in writing by a stockholder. See “Other Information—Stockholder Proposals and Director Nominations for the 2027 Annual Meeting of Stockholders”
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION For 2025, our independent directors received the following compensation:
DIRECTOR COMPENSATION
| • | Mr. Mercer, Mr. Murin and Ms. Cook were each paid a cash retainer of $87,473, comprised of a prorated annual cash retainer for the period of January 1, 2025 to May 31, 2025 equal to $70,000, and a prorated annual cash retainer for the period of June 1, 2025 to December 31, 2025 equal to $100,000. The cash retainer was paid in quarterly installments in arrears and accrued at an annual rate of $87,473. |
DIRECTOR COMPENSATION
| • | Mr. Hoffman was paid a cash retainer of $74,056, comprised of a prorated annual cash retained for the period of March 11, 2025 to May 31, 2025 equal to $70,000, and a prorated annual cash retainer for the period June 1, 2025 to December 31, 2025 equal to $100,000. The cash retainer was paid in quarterly installments in arrears and accrued at an annual rate of $74,056. |
DIRECTOR COMPENSATION
| • | Mr. Mercer was paid an additional cash retainer of $10,000 for serving as the chairperson of the Audit Committee. |
DIRECTOR COMPENSATION
| • | Ms. Cook was paid an additional cash retainer of $5,000 for serving as the chairperson of the Compensation Committee and an additional cash retainer of $2,500 for serving as a member of the Audit Committee. |
DIRECTOR COMPENSATION
| • | Mr. Murin was paid an additional cash retainer of $5,000 for serving as the chairperson of the Nominating and Corporate Governance Committee, an additional cash retainer of $2,500 for serving as a member of the Audit Committee and an additional cash retainer of $10,000 for serving as our lead independent director. |
DIRECTOR COMPENSATION
In addition to the cash compensation described above, our independent directors also receive annual grants of common stock pursuant to our equity incentive plan. On June 30, 2025, we granted each of our independent directors 36,630 restricted shares of common stock pursuant to our 2023 Plan. These restricted shares become non-forfeitable on June 30, 2026. Mr. Lown, our President and Chief Executive Officer, did not receive any cash or equity compensation from us for his service as a director. We reimburse our independent directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance at in-person board and committee meetings. We have entered into indemnification agreements with each of our current directors and intend to enter into indemnification agreements with each of our future directors. The indemnification agreements provide these directors the maximum indemnification permitted under Maryland law. The agreements provide, among other things, for the advancement of expenses and indemnification for liabilities which such person may incur by reason of his or her status as a present or former director of our company in any action or proceeding arising out of the performance of such person’s services as a present or former director of our company. The table below describes the compensation earned by our directors other than Mr. Lown for 2025. Mr. Lown’s compensation is described below under “Executive Compensation.”
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total Compensation | | Sharon L. Cook | $94,973 | $100,000 | $194,972 | | Robert C. Mercer, Jr. | $97,473 | $100,000 | $197,472 | | Joseph Murin | $104,973 | $100,000 | $204,972 | | Dale S. Hoffman | $74,056 | $100,000 | $174,056 |
DIRECTOR COMPENSATION
| (1) Represents the aggregate grant date fair value of 36,630 restricted shares of common stock awarded to each of our independent directors pursuant to our 2023 Plan on June 30,2025. Amounts have been calculated in accordance with FASB ASC Topic 718 and disregard estimated forfeitures. |
Executive Compensation Overview
Executive Compensation Overview The Compensation Committee oversees and approves the executive compensation program for our NEOs, including, without limitation, their annual base salaries and discretionary cash bonuses, if any, the size and structure of any long-term equity and non-equity incentive awards and the corporate goals, individual objectives, and performance measures related to earning such equity and non-equity incentive awards. The Compensation Committee also approves objectives designed to align NEO pay with our Company’s performance and stockholder interests and seeks to provide competitive pay opportunities that are both tied to performance and designed to retain talent, maximize stockholder value and mitigate material risk. Effective as of November 14, 2024, we completed the Internalization and directly hired the senior management team and other personnel who our former manager had historically provided to us. Each NEO is an employee at will, and his or her employment with us can be terminated for any reason. The Compensation Committee believes that retaining these personnel was crucial to our business continuity, as their extensive knowledge of our operations and established relationships within the Company and with our counterparties ensured a seamless transition to internal management, maintained the stability and efficiency of our business processes and positioned us to effectively realize the benefits of the Internalization. Upon consummation of the Internalization, we ceased being externally managed and began operating as a fully integrated, internally managed company. We operated as a fully integrated, internally managed company for all of 2025. Following the completion of the Internalization, the Compensation Committee’s primary compensation objective for 2025 was the retention and continuity of the senior management team during a critical transition period. To that end, the Compensation Committee decided to maintain 2024 compensation levels for each of our NEOs through 2025 in order to retain our NEOs during this critical transition period. Pursuant to their employment arrangements, until December 31, 2025, Mr. Lown received an annual base salary of $1,235,000, Mr. Evans received an annual base salary of $550,000 and Ms. Healey received a prorated base salary of $213,699 for the period beginning on July 29, 2025 (such date being the effective date of Ms. Healey’s employment with the Company), to December 31, 2025. The Compensation Committee awarded discretionary bonuses to Mr. Evans ($275,000) and Ms. Healey ($250,000) in connection with the terms of their respective offer letters as part of the Company’s efforts to recruit and retain these officers following the Internalization. These bonuses did not contain a performance-based component and were paid in February 2026. Ms. Healey was paid $187,500 of her earned bonus in cash and the remaining $62,500 that was earned was paid in restricted stock units that were granted on February 10, 2026 with a one-year vesting period. Mr. Evans received the entirety of his bonus in cash. Mr. Lown did not receive a discretionary bonus for 2025, as the Compensation Committee determined that his total compensation was sufficient to achieve the Company’s retention objectives. In March 2025, the Board, based on the recommendation of the Compensation Committee, approved and adopted the Cherry Hill Mortgage Investment Corporation Executive Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan covers regular full-time employees of the Company who hold the following positions: Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, Senior Vice President of Mortgage Servicing and General Counsel or Chief Legal Officer of the Company. The Executive Severance Plan currently covers each of our NEOs, as well as Apeksha Patel, Chief Financial Officer and Treasurer, and Raymond Slater, Senior Vice President of Mortgage Servicing. The benefits payable to a participant depends on whether or not the participant incurs a termination of employment that constitutes a “qualifying termination.” A “qualifying termination” means either a termination of a participant’s employment by the Company without cause (excluding termination due to death or permanent disability), or a voluntary termination of a participant’s employment by the participant for good reason. In the event that a participant incurs a “qualifying termination,” subject to a participant’s compliance with his or her obligations set forth in the Severance Plan, the Company will pay in cash a “severance payment” (as defined in the Executive Severance Plan) to such participant within the 60-day period following such participant’s separation date. The Executive severance payment is defined as a lump-sum cash payment equal to the sum of (A) an amount equal to the participant’s “severance multiple” multiplied by the participant’s annual compensation (total of salary plus target bonus) and (B) if the participant is enrolled in the Company’s health and/or dental plans as of the separation date, an amount equal to 12 months of health and/or dental premium payments, as determined under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and Sections 601-609 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), based on the participant’s elections in effect on the separation date. The “severance multiple” is defined as 2.5 for the Chief Executive Officer and 1.5 for all other participants. Under the terms of the Executive Severance Plan, a participant is subject to certain customary restrictive covenants, including a one-year non-compete that would apply from such participant’s separation date. The plan became effective immediately upon its adoption. For 2026, the Compensation Committee, working with its independent compensation consultant, Ferguson Partners Consulting (“FPC”), developed a redesigned executive compensation program for the Company’s NEOs (the “2026 Executive Compensation Plan”) that shifts the focus from retention to retention and performance. FPC was engaged in January 2025 to advise the Compensation Committee on the overall design and structure of the 2026 Executive Compensation Plan. FPC reports directly to the Compensation Committee, which retains the authority to replace FPC or hire additional consultants as needed. FPC does not provide any other services to us or our affiliates and no conflict of interest exists that would impede their role as an independent consultant to the Compensation Committee. The Board approved and adopted the 2026 Executive Compensation Plan in April 2026, effective as of January 1, 2026. The 2026 Executive Compensation Plan includes a base salary, a short-term cash incentive component tied to annual performance goals, and a long-term equity incentive component consisting of time-based and performance-based equity awards, with compensation levels benchmarked against a peer group of publicly traded residential mortgage REITs to ensure market competitiveness. In connection with the redesigned program and the shift in focus to retention and performance, the Compensation Committee also reviewed NEOs’ base salaries and concluded that for 2026 Mr. Lown’s annual base salary was reduced from $1,235,000 to $900,000.
Compensation Objectives and Philosophy
| • | motivate these executives to achieve corporate and individual performance objectives and increase stockholder value on an annual and long-term basis; |
What We Do; What We Don’t Do
| What We Do | | | ✔ | In furtherance of our status as an internally managed company and our efforts to redesign our executive compensation strategy and philosophy, the Compensation Committee sought to create compensation structures that incentivize and retain key personnel while positioning us for long-term success and retaining focus on shareholder return. | | ✔ | Our NEOs are eligible to participate in certain equity and non-equity incentive plans approved by the Compensation Committee with input from FPC, its independent compensation consultant. | | ✔ | Our NEOs are eligible to receive an annual discretionary cash bonus at the end of each fiscal year, subject to certain terms set forth in the 2026 Executive Compensation Plan, which became effective on January 1, 2026. | | ✔ | We have historically provided our NEOs with equity compensation in the form of LTIP Units, a special class of limited partnership units in our operating partnership, Cherry Hill Operating Partnership, L.P. Under our 2026 Executive Compensation Plan, in 2026 we will provide our NEOs with equity compensation in the form of restricted stock units. | | ✔ | We have historically linked the amount of equity compensation awarded to our NEOs directly to our achievement of strategic and operational goals and company-specific financial metrics. | | ✔ | We have historically used both absolute and relative company-specific financial metrics to create balance between company-specific financial performance and industry expectations. | | ✔ | Our Compensation Committee developed, and the Board approved, the 2026 Executive Compensation Plan which applies to our NEOs. | | ✔ | We have historically imposed minimum vesting requirements on equity awards made to our NEOs (equity awards vest ratably over 3 years), encouraging long-term alignment and retention. | | ✔ | We have a comprehensive incentive compensation recoupment (clawback) policy for performance-based compensation. | | ✔ | We have an independent Compensation Committee that has retained an independent compensation consultant. | | ✔ | We provide stockholders with an opportunity to cast an advisory say-on-pay vote on an annual basis. | | What We Don’t Do | | | ✘ | We do not provide any perquisites to our NEOs. | | ✘ | We do not have any employment agreements with our NEOs and are not obligated to make any payments to them upon termination of employment other than pursuant to the Executive Severance Plan adopted in March 2025. |
What We Do; What We Don’t Do
| ✘ | We are not required to make payments to our NEOs upon a change of control of our company, unless such change of control falls under the provisions of the Executive Severance Plan; however, all LTIP Units that have been granted to our NEOs vest immediately upon a change of control if the recipient of such LTIP Units is still performing services for us at the time of such change of control. | | ✘ | We do not have golden parachute excise or tax gross-up payments for our NEOs. | | ✘ | We do not have liberal recycling of shares under our 2023 Plan. | | ✘ | We do not permit any transactions in our securities without pre-clearance under our insider trading policy. | | ✘ | We do not permit hedging or pledging of our securities. |
Cash Compensation
Cash Compensation Until December 31, 2025, Mr. Lown received an annual base salary of $1,235,000, Mr. Evans received an annual base salary of $550,000 and Ms. Healey received a prorated base salary of $213,699 for the period beginning on July 29, 2025 (such date being the effective date of Ms. Healey’s employment with the Company), to December 31, 2025. The Compensation Committee awarded discretionary bonuses to Mr. Evans ($275,000) and Ms. Healey ($250,000) in connection with the terms of their respective offer letters as part of the Company’s efforts to recruit and retain these officers following the Internalization. These bonuses did not contain a performance-based component and were paid in February 2026. Ms. Healey was paid $187,500 of her earned bonus in cash and the remaining $62,500 that was earned was paid in restricted stock units that were granted on February 10, 2026 with a one-year vesting period. Mr. Evans received the entirety of his bonus in cash. Mr. Lown did not receive a discretionary bonus for 2025, as the Compensation Committee determined that his total compensation was sufficient to achieve the Company’s retention objectives. Base salaries are currently designed to ensure business continuity and attract and retain key personnel. These salaries will be evaluated to take into account each executive officer’s role and responsibilities, qualifications and experience, past performance, unique skills, future potential with our Company, compensation paid for similar positions within our peer group (including other comparable companies, as applicable), and internal pay equity.
Equity Compensation
Equity Compensation The Compensation Committee is responsible for overseeing the equity compensation component of our executive compensation program and approves and recommends all equity awards granted pursuant to our equity incentive plan, which awards are then ratified by the Board.
Equity Compensation Objectives and Philosophy
Equity Compensation Objectives and Philosophy The equity compensation paid to our NEOs is designed to drive and reward corporate performance. We believe our equity compensation program reflects good governance practices and the best interests of our stockholders, while striving to meet the following core objectives:
Equity Compensation Objectives and Philosophy
| • | Strengthen our Ability to Retain our Work Force. We are a specialized company operating in a highly competitive industry, and our continued success depends on retaining our talented executive team. Our equity compensation program is designed to attract and retain highly qualified executives whose abilities and expertise are critical to our long-term success and our competitive advantage. The LTIP awards awarded to our NEOs vest over a three-year period which is particularly important for the Compensation Committee since these individuals do not have employment contracts, and prior to the Internalization the Compensation Committee did not have control over the level of cash compensation received by these individuals. |
Equity Compensation Objectives and Philosophy
| • | Align Risk and Reward. We are committed to creating an environment that encourages increased profitability for our company without undue risk-taking. We strive to focus our NEOs’ decisions on goals that are consistent with our overall business strategy without threatening the long-term viability of our company. |
Equity Compensation Objectives and Philosophy
| • | Align NEOs’ Interests with Interests of Stockholders. We are committed to using our equity compensation program to focus our NEOs’ attention on creating value for our stockholders. We believe that the use of LTIP awards for our equity compensation program directly aligns the interests of our NEOs with those of our stockholders since the LTIP Units only receive payments if and to the extent cash dividends are paid on shares of our common stock, and encourages our NEOs to focus on creating long-term stockholder value. |
Equity Compensation Objectives and Philosophy
| • | Encourage and Reward Extraordinary Performance. To recognize and reward extraordinary performance, our Compensation Committee has the discretion to grant one-time equity awards to NEOs. We believe that these one-time awards are in the best interests of both our NEOs and our stockholders, as they motivate our NEOs to take actions that enhance the value and long-term success of the company. |
Form of Equity Compensation Awarded to Our NEOs
Form of Equity Compensation Awarded to Our NEOs Pursuant to our equity incentive plan, the Compensation Committee may grant equity awards to our NEOs in the form of LTIP Units, restricted stock units, options, stock awards, stock appreciation rights, performance units, incentive awards or other equity-based awards. Although our equity incentive plan provides for the use of these types of instruments, as of 2026 and pursuant to our 2026 Executive Compensation Plan, we will use restricted stock units with time-based and performance-based vesting as the primary form of equity awarded to NEOs. Prior to 2026, we used LTIP Units with time-based vesting exclusively as the exclusive form of equity awarded to our NEOs. However, based on the advice of the Compensation Committee’s compensation consultant, the Compensation Committee may consider utilizing additional forms of equity awards for our NEOs going forward to better align with our evolving compensation strategy tied to specific objectives. Initially, LTIP Units do not have full parity with our operating partnership’s common units of limited partnership interest (“Common Units”) with respect to liquidating distributions. Under the terms of our operating partnership’s partnership agreement, our operating partnership revalues its assets upon the occurrence of certain specified events, and any increase in our operating partnership’s valuation from the time of grant of LTIP Units until such event is allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of holders of Common Units. Upon equalization of the capital accounts of the holders of LTIP Units with the holders of Common Units, the LTIP Units achieve full parity with the Common Units for all purposes, including with respect to liquidating distributions. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units at any time, and thereafter are entitled to all the rights of Common Units, including the right to cause our operating partnership to redeem their Common Units for cash or, at our option, shares of our common stock on a one-for-one basis. However, there are circumstances under which such parity would not be reached. The grant of LTIP Units is generally not a taxable event for either us or our NEOs and limits the financial statement impact due to the three-year vesting feature. LTIP Units also provide an immediate reward to the recipients because LTIP Units receive distributions as and when dividends are paid on our common stock, whether or not the LTIP Units have fully vested. This form of reward also creates an incentive that is fully aligned with that of our stockholders since distributions are only made if and to the extent holders of our common stock receive cash dividends. As discussed above under “Executive Compensation Overview,” the Compensation Committee did not recommend, and the Company did not grant, any equity awards to our NEOs in 2025. In February 2026, the Compensation Committee awarded Ms. Healey 24,414 restricted units under our 2023 Equity Incentive Plan as a discretionary bonus awarded to Ms. Healey in accordance with the terms of her offer letter. The restricted stock units granted to Ms. Healey on February 10, 2026 had an aggregate grant date fair value of $62,500, as computed in accordance with ASC 718, and vest in full on February 10, 2027 if Ms. Healey remains employed by us at that time. Under the 2026 Executive Compensation Plan, time-based restricted stock units will vest ratably over a three-year period, with one-third vesting on each anniversary of the grant date; performance-based restricted stock units are earned, if at all, based on total shareholder return metrics measured over a three-year performance period, subject to certification by the Compensation Committee. The Committee will continue to evaluate equity compensation for the fiscal year ending 2026, ensuring that any future awards align with the company’s performance and strategic objectives.
Role of Our President and CEO in Equity Compensation Decisions
Role of Our President and CEO in Equity Compensation Decisions The Compensation Committee makes all equity compensation decisions related to our NEOs. The Compensation Committee receives input from Mr. Lown, our President and Chief Executive Officer, regarding the equity compensation and performance of our NEOs other than himself, including recommendations as to the equity compensation levels that he believes are commensurate with an individual’s job performance, skills, experience, qualifications, criticality to our company, as well as with our compensation philosophy, external market data and considerations of internal equity. Mr. Lown regularly attends meetings of the Compensation Committee, except when the Compensation Committee is meeting in executive session or when his own equity compensation arrangements are being considered. The Compensation Committee communicates its views and decisions regarding equity compensation arrangements for our NEOs to Mr. Lown, who is generally responsible for implementing such arrangements.
Compensation Policies and Practices as They Relate to Risk Management
| • | Balance of short-term and long-term incentives through annual cash bonuses and long-term incentive compensation; |
Compensation Policies and Practices as They Relate to Risk Management
| • | Substantial portion of total compensation is in the form of long-term incentive awards to align long-term interests and promote retention; |
Compensation Policies and Practices as They Relate to Risk Management
| • | Performance measures used for incentives are based on our business strategy and, taken together, balance risk; and |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the past two fiscal years.
Summary Compensation Table
| Name | Year | Salary | Bonus | Stock Awards(6)(7) | Total | | Jeffrey B. Lown II President and Chief Executive Officer (Principal Executive Officer) | 2025 | $1,235,000 | — | — | $1,235,000 | | | 2024 | $303,000(1) | — | $45,864(7) | $348,864 | | Julian B. Evans Chief Investment Officer | 2025 | $550,000 | $275,000 | — | $825,000 | | | 2024 | $74,000(2) | $109,000 | $57,330(7) | $240,330 | | Susan Healey(3) General Counsel and Secretary | 2025 | $213,699(4) | $187,500(5) | — | $401,199 |
Summary Compensation Table
| (1) This is the amount of salary paid to Mr. Lown directly by us in 2024 following the Internalization on November 14, 2024. |
Summary Compensation Table
| (2) This is the amount of salary paid to Mr. Evans directly by us in 2024 following the Internalization on November 14, 2024. |
Summary Compensation Table
| (3) Ms. Healey was appointed to the role of General Counsel and Secretary on July 28, 2025, effective as of July 29, 2025. Ms. Healey was not an NEO for the fiscal year ended December 31, 2024 and, as a result, her compensation for that year has been omitted pursuant to applicable SEC rules and regulations. |
Summary Compensation Table
| (4) This is the amount of salary paid to Ms. Healey from the date of her appointment as General Counsel through December 31, 2025. |
Summary Compensation Table
| (5) In accordance with Ms. Healey’s offer letter dated June 23, 2025, Ms. Healey was eligible to receive a discretionary bonus of $250,000 payable in the first quarter of 2026, with $187,500 payable in cash and $62,500 payable in restricted stock units (based on the fair market value of our common stock on the date of grant). The amount in the “Bonus” column for 2025 represents the cash portion of Ms. Healey’s discretionary bonus, which was paid on February 10, 2026. As part of the discretionary bonus and in accordance with the terms of Ms. Healey’s offer letter, on February 10, 2026, we granted Ms. Healey 24,414 restricted units under our 2023 Equity Incentive Plan. The restricted stock units granted to Ms. Healey on February 10, 2026 had an aggregate grant date fair value of $62,500, as computed in accordance with ASC 718, and vest in full on February 10, 2027 if Ms. Healey remains employed by us at such time. The aggregate grant date fair value of the restricted stock units will be disclosed in the “Stock Awards” column of the Summary Compensation Table for 2026, the Grants of Plan-Based Awards Table for 2026 and the Outstanding Equity Awards at Fiscal Year-End Table for 2026 if Ms. Healey is deemed an NEO for 2026. |
Summary Compensation Table
| (6) The dollar amounts indicated in this table under the “Stock Awards” column represent the aggregate grant date fair value of equity awards made to our NEOs computed in accordance with FASB ASC Topic 718, disregarding estimated forfeitures. For additional information regarding the valuation of equity awards made to our NEOs, see Note 6 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. |
Summary Compensation Table
| (7) Effective January 16, 2024, (i) Mr. Lown was granted 11,700 LTIP Units, and (ii) Mr. Evans was granted 14,625 LTIP Units. These LTIP Units were granted pursuant to our 2023 Plan. All grants vest ratably over a three-year period beginning on the one-year anniversary of the grant date, subject to continued employment. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards No grants of stock were awarded to any NEO in 2025.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table sets forth information concerning equity incentive plan awards for each of our NEOs outstanding at December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| Name | Number of Shares That Have Not Vested(1) | Market Value of Share That Have Not Vested(2) | | Jeffrey B. Lown II | 14,166 | $36,123 | | Julian B. Evans | 13,850 | $35,318 | | Susan Healey | — | — |
Outstanding Equity Awards at December 31, 2025
| (1) Represents shares of common stock underlying unvested LTIP Units granted to our NEOs pursuant to our 2023 and 2013 Plans. The LTIP Units will vest ratably over the three-year period beginning on the one-year anniversary of the grant date, subject to continued employment. Vesting dates of these shares are January 10, 2026, January 16, 2026, and January 16, 2027,. |
Outstanding Equity Awards at December 31, 2025
| (2) Pursuant to SEC rules, for purposes of this table the market value per share of common stock underlying unvested LTIP Units is assumed to be $2.55, which was the closing market price per share of our common stock on December 31, 2025. |
Outstanding Equity Awards at December 31, 2025
| Name | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting | | Jeffrey B. Lown II | 10,533 | $28,425 | | Julian B. Evans | 11,642 | $32,448 | | Susan Healey | — | — |
Outstanding Equity Awards at December 31, 2025
| (1) This number represents the vesting during 2025 of previously granted service-based LTIP Units. An individual, upon the vesting of an equity award, does not receive cash equal to the amount contained in the Value Realized on Vesting column of this table. Instead, the amounts contained in the Value Realized on Vesting column reflect the market value of our common stock on the applicable vesting date. For purposes of this table, it is assumed that one LTIP Unit represents the economic equivalent of one share of Common Stock. The LTIP Units do not realize their full economic value until certain conditions are met as described in this proxy statement under the caption “Compensation Discussion and Analysis—Equity-Based Compensation.” |
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation We do not provide a pension plan for our employees, and neither of our Named Executive Officers participated in a non-qualified deferred compensation plan in 2025.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control We do not have any employment agreements with any of our NEOs and are not obligated to make any payments to them upon termination of employment. Any severance payments to our NEOs are solely governed by the Executive Severance Plan and we are not required to make payments to any named executive officer upon a change of control of our company. However, all LTIP Units granted pursuant to our 2013 Plan and 2023 Plan vest immediately upon a change of control if the recipient of such LTIP Units is still performing services for us at the time of such change of control. The value, based on the closing price of our common stock on December 31, 2025, as reported by the NYSE of the LTIP Units held by our NEOs as of December 31, 2025 that would be accelerated assuming a change in control was approximately $489,000 of which approximately $287,000, $0 and $202,000 would be allocated to Mr. Lown, Ms. Healey and Mr. Evans, respectively. In the event that the NEOs experience a qualifying termination, including a termination without cause or a voluntary resignation for good reason, following or in connection with a change of control of the Company, such named executive officer would be entitled to the severance benefits provided under the Executive Severance Plan, as described below.
Pay Versus Performance
Pay Versus Performance The table below is provided in accordance with Item 402(v) of Regulation S-K. This information is being provided for compliance purposes. Neither the Compensation Committee nor the executives of our Company use the information in this table when making compensation decisions. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for 2025, 2024, and 2023. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average of each of the NEOs’ total compensation for the respective fiscal year.
Pay Versus Performance
| 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)(3) | Total Shareholder Return(4) | Net Income (Loss)(5) | | 2025 | $1,235,000 | $1,233,642 | $613,099 | $613,333 | $89.89 | $6,942,000 | | 2024 | $348,864 | $309,979 | $468,241 | $418,296 | $62.32 | $12,210,000 | | 2023 | $115,746 | $62,915 | $364,538 | $326,665 | $67.66 | ($35,455,000) |
Pay Versus Performance
| (1) For each of the years included above, our PEO was Mr. Lown, our President and Chief Executive Officer. |
Pay Versus Performance
| (2) As required by Item 402(v) of Regulation S-K, reconciliation tables illustrating the calculation of Compensation Actually Paid are presented under “Pay versus Performance Supplemental Information – Reconciliation of Summary Compensation to Compensation Actually Paid” immediately below. |
Pay Versus Performance
| (3) Individuals comprising our non-PEO NEOs for the fiscal year ended 2025 are Ms. Healey, our General Counsel and Secretary, and Mr. Evans, our Chief Investment Officer. Individuals comprising our non-PEO NEOs for the fiscal years ended 2024 and 2023 were Mr. Hutchby, our former Chief Financial Officer, Treasurer and Secretary, and Mr. Evans, our Chief Investment Officer. |
Pay Versus Performance
| (4) Total Shareholder Return assumes $100 invested at December 31, 2023 in our common stock and the reinvestment of dividends. |
Pay Versus Performance
| (5) Represents GAAP net income before allocation to noncontrolling interests as reported in our Annual Report on Form 10-K for the year ended December 31, 2025. |
Pay versus Performance Supplemental Information – Reconciliation of Summary Compensation to Compensation Actually Paid
Pay versus Performance Supplemental Information – Reconciliation of Summary Compensation to Compensation Actually Paid “Compensation actually paid” represents totals from the Summary Compensation Table above, adjusted for certain items as detailed in the following table for the years ended December 31, 2025, 2024, and 2023:
Pay versus Performance Supplemental Information – Reconciliation of Summary Compensation to Compensation Actually Paid
| Adjustments to Summary Compensation Tables to Determine Compensation Actually Paid to Chief Executive Officer | 2025 | 2024 | 2023 | | Reported Summary Compensation Table for Chief Executive Officer | $1,235,000 | $348,864 | $115,746 | | Deduction of Amounts Reported under the “Stock Awards” column in the Summary Compensation Table | — | ($45,864) | ($115,746) | | Equity Award Adjustments | | | | | Year End Fair Value of Unvested Equity Awards Granted in the Covered Year | — | $30,888 | $77,164 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | ($1,275) | ($23,659) | ($14,666) | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year | ($83) | ($250) | $417 | | Compensation Actually Paid to Chief Executive Officer | $1,233,642 | $309,979 | $62,915 |
Pay versus Performance Supplemental Information – Reconciliation of Summary Compensation to Compensation Actually Paid
| Adjustments to Summary Compensation Tables to Determine Average Compensation Actually Paid to Non-CEO NEOs | 2025 | 2024 | 2023 | | Average Reported Summary Compensation Table for Non-CEO NEOs | $613,099 | $468,241 | $364,538 | | Deduction of Average Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | — | ($74,241) | ($74,538) | | Equity Award Adjustments | | | | | Average Year End Fair Value of Unvested Equity Awards Granted in the Covered Year | — | $39,897 | $49,692 | | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | ($623) | ($15,211) | ($13,432) | | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Vested in the Covered Year | $857 | ($390) | $405 | | Average Compensation Actually Paid to Non-CEO NEOs | $613,333 | $418,296 | $326,665 |
Relationship Between “Compensation Actually Paid” and Performance Measures
Relationship Between “Compensation Actually Paid” and Performance Measures The graph below illustrates the relationship of “compensation actually paid” to our Chief Executive Officer and “average compensation actually paid” to our Non-CEO NEOs, in either case, to total shareholder return for the years ended December 31, 2025, 2024 and 2023. The graph below illustrates the relationship of “compensation actually paid” to our Chief Executive Officer and “average compensation actually paid” to our Non-CEO NEOs, in either case, to net income (loss) for the years ended December 31, 2025, 2024 and 2023.
CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE The SEC has issued final rules implementing the provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) that require U.S. publicly-traded companies to disclose the ratio of their chief executive officer’s compensation to that of their median employee. We are providing the following information about the ratio between the total compensation of Mr. Lown, our President and Chief Executive Officer, and the median of the 2025 compensation of all of our employees (other than Mr. Lown) for the year ended December 31, 2025:
CEO PAY RATIO DISCLOSURE
| • | The actual total compensation of Mr. Lown between January 1, 2025 and December 31, 2025 was approximately $1,235,000. |
CEO PAY RATIO DISCLOSURE
| • | The total compensation of each of our median employees between January 1, 2025 and December 31, 2025 was $228,671 and $260,000 (see below for an explanation of how we calculate this amount). |
CEO PAY RATIO DISCLOSURE
| • | The resulting ratio of Mr. Lown’s annual total compensation to the total compensation of our median employee is 5 to 1. |
CEO PAY RATIO DISCLOSURE
We believe our ratio represents a reasonable estimate, calculated in a manner consistent with SEC regulations, based on the following methodology: As of December 31, 2025, we had 14 employees, all of whom were located in the United States and working full-time for our Company. To identify the median employees, we calculated the total 2025 compensation for all employees, excluding the CEO, in accordance with the requirements of the Summary Compensation Table for the year ended December 31, 2025. We then ranked the employees in ascending order by their total compensation. The two employees in the middle position of this ranking were identified as our median employees.