DEF 14A of Adamas Trust, Inc., Apr 26, 2024

DEF 14A of Adamas Trust, Inc.

Filed Apr 26, 2024 · FY20230001273685-24-000047

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS The seven persons named below have been nominated to serve on our Board of Directors until the 2025 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified. Our Board of Directors is comprised of seven directors, five of whom are independent in accordance with our Corporate Governance Guidelines and the listing standards of the Nasdaq Stock Market (“Nasdaq”). Each nominee is currently a director of the Company and each such person has consented to stand for election at the Annual Meeting. The Board of Directors has no reason to believe that the persons named below as nominees for directors will be unable, or will decline to serve, if elected. For additional information regarding our corporate governance and these nominees, see “Information on Our Board of Directors and Its Committees” below.

  2. Board of Directors Considerations in Recommending These Nominees

    Board of Directors Considerations in Recommending These Nominees Our Board of Directors believes that the Board of Directors, as a whole, should encompass a range of talent, skill, diversity and expertise enabling it to provide sound guidance with respect to our operations and interests. In identifying qualified director nominees, the Nominating & Corporate Governance Committee of our Board of Directors, and our Board of Directors consider, among other things, a candidate’s experience, skills, accomplishments, background, age, diversity, willingness to serve and commitment to the Company, and then review those qualities in the context of the current composition of our Board of Directors and the evolving needs of our business. Because we are listed on the Nasdaq Global Select Market, we are required to have at least a majority of our directors qualify as “independent,” as such term is defined by the Nasdaq. The Nominating & Corporate Governance Committee identifies candidates for election to our Board of Directors, frequently with input from our other directors, reviews the qualities listed above and recommends to our Board of Directors individual nominees for director. Our Board of Directors seeks director nominees with strong reputations, experience, competence or expertise in areas relevant to the strategy and operations of our business, particularly in the finance, mortgage or real estate industries, or the proper and effective functioning of our Board of Directors. Each of the nominees for election as a director at the Annual Meeting holds or has held important positions and has operating experience or other relevant experience that meets this objective. In these positions, they have also gained experience in some or all of the following: core management skills, such as strategic and financial planning, public company financial reporting, accounting, corporate governance, risk management and leadership development. Our Board of Directors also believes that each of the nominees listed below has other key attributes that are important to a properly functioning and effective board, including integrity and high ethical standards, sound judgment, analytical skills, the ability and desire to engage management and each other in a constructive fashion, and the commitment to devote significant time and energy to service on our Board of Directors and its committees.

  3. Board of Directors Considerations in Recommending These Nominees

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  4. Diversity of the Board

    Diversity of the Board

  5. Diversity of the Board

    | 100% | 8.7 years | 7.8 years | | Committee chairs diverse based on gender, race, or ethnicity | Average tenure of director nominees | Average tenure of independent director nominees |

  6. Diversity of the Board

    | 19 | |

  7. Diversity of the Board

    | 20 | |

  8. Nominees for Election as Directors

    Nominees for Election as Directors The following sets forth the names and biographical information concerning each of the individuals who have been nominated for election at the Annual Meeting:

  9. Nominees for Election as Directors

    | | Steven R. Mumma is the Chairman of our Board of Directors. Mr. Mumma has served as Chairman of our Board of Directors since March 2015 and served as our Executive Chairman from January 1, 2022 to December 31, 2022. Mr. Mumma served as our Chief Executive Officer from February 2009 to December 31, 2021. Mr. Mumma was appointed President, a role he held until May 2016, and Co-Chief Executive Officer effective March 31, 2007 and served as Chief Financial Officer from November 2006 to October 2010. Prior to serving in the above capacities, Mr. Mumma served as our Chief Investment Officer, a position to which he was named in July 2005, and as Chief Operating Officer, commencing in November 2003. From 1981 to 2003, Mr. Mumma served in various financial and accounting roles for financial and accounting institutions. Mr. Mumma is also the Founder of Silver Moss Capital where he has provided financial consulting services since January 2023. Mr. Mumma received a B.B.A. cum laude from Texas A&M University. | | Steven R. Mumma | | | Age: 65 | | | Director Since: 2007 | |

  10. Nominees for Election as Directors

    Our Board of Directors believes that Mr. Mumma’s significant operational, financial and accounting experience in, and knowledge of, the Company and the broader mortgage-backed securities industry, which he has served for more than 30 years, make him a valuable member of our Board of Directors. As Chairman of our Board of Directors, Mr. Mumma also serves as a critical link between management and our Board of Directors.

  11. Nominees for Election as Directors

    | | Jason T. Serrano is our Chief Executive Officer. Mr. Serrano has served as Chief Executive Officer since January 1, 2022, served as President of the Company from January 2019 to December 31, 2022 and has been a member of our Board of Directors since March 2019. Prior to joining the Company, Mr. Serrano was a Partner at Oak Hill Advisors, L.P. (“OHA”), an alternative investment management firm, from January 2014 to December 2018 and a Managing Director at OHA from April 2008 to December 2013. While at OHA, Mr. Serrano ran the mortgage investment business. Prior to joining OHA, Mr. Serrano served as a Principal at The Blackstone Group, where he led the structured finance investment team. Before Blackstone, he spent five years at Fortress Investment Group as Vice President, assisting in the management of $2 billion of distressed structured products and whole-loan portfolios. He also spent five years at Moody’s as a rating analyst for collateralized debt obligations and derivatives. He earned a bachelor of science degree from Oswego State University. | | Jason T. Serrano | | | Age: 49 | | | Director Since: 2019 | |

  12. Nominees for Election as Directors

    Our Board of Directors believes that Mr. Serrano’s experience with, and strategic insights into, managing, sourcing and creating multiple forms of single-family and multi-family credit assets, credit and market risks, financing matters and capital raising make him a valuable member of our Board of Directors. As Chief Executive Officer of the Company, Mr. Serrano serves as a critical link between management and our Board of Directors.

  13. Nominees for Election as Directors

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  14. Nominees for Election as Directors

    | | Eugenia R. Cheng has served as a member of our Board of Directors since June 2022. Ms. Cheng is currently Managing Director of Prospect Avenue Partners, a position she has held since August 2019. From July 2014 to February 2019, Ms. Cheng was Managing Director, Global Investors Group, of USAA Real Estate Company. From March 2010 to March 2014, Ms. Cheng served as Managing Director, Marketing and Investor Relations, of Forum Partners. Prior to her employment at Forum Partners, Ms. Cheng was Managing Director and Chief Operating Officer of JT Partners LLC from October 2006 to August 2009. From 2002 to 2006, Ms. Cheng was a Portfolio Manager, Private Real Estate, at ABP Investments US (now APG Asset Management). Ms. Cheng was an Associate in Morgan Stanley & Co., Inc.’s investment banking division from 2000 to 2002. From 1993 to 1996, Ms. Cheng was a consultant with Arthur Andersen LLP’s real estate advisory services. Ms. Cheng holds a B.A. in Architectural Theory and Design from Princeton University and a J.D. and M.B.A. from New York University. Since October 2021, Ms. Cheng has also served on the board of directors, compensation committee and governance committee of Generation Income Properties, Inc., a publicly traded REIT focused on the net lease sector. | | Eugenia R. Cheng* | | | Age: 52 | | | Director Since: 2022 | |

  15. Nominees for Election as Directors

    Our Board of Directors believes that Ms. Cheng's extensive operational experience in real estate-related capital raising, debt strategies, portfolio management and investor relations strengthens our Board of Directors’ collective qualifications, skills, experience and viewpoints and make her a valuable member of our Board of Directors.

  16. Nominees for Election as Directors

    | | Michael B. Clement has served as a member of our Board of Directors since June 2016. Mr. Clement is a Professor of Accounting at the University of Texas at Austin. Since first joining the faculty at the University of Texas at Austin in 1997, he has held various positions including department chair, professor, associate professor, and assistant professor. He also served on the faculty of the Harvard Business School as a Visiting Professor of Business Administration. Mr. Clement was the Vice President of Global Investment Research for Goldman Sachs & Co. from 2002 until 2004. Mr. Clement was the Vice President of Capital Planning and Analysis from 1988 to 1991 and a Manager of the Audit Division from 1982 to 1986 at Citicorp. Prior to his employment at Citicorp, Mr. Clement was a Senior Assistant Accountant at Deloitte Haskins & Sells. Mr. Clement holds a B.B.A. in Accounting from Baruch College, an M.B.A. in Finance from the University of Chicago and a Ph.D. in Accounting from Stanford University. Mr. Clement currently serves on the Board and Audit Committee of multiple funds that comprise the Equitable complex of funds. | | Michael B. Clement* | | | Age: 67 | | | Director Since: 2016 | |

  17. Nominees for Election as Directors

    Our Board of Directors believes that Mr. Clement’s significant expertise in accounting and his prior experience working in the finance industry strengthen our Board of Directors’ collective qualifications, skills, experience and viewpoints and make him a valuable member of our Board of Directors.

  18. Nominees for Election as Directors

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  19. Nominees for Election as Directors

    | | Audrey E. Greenberg has served as a member of our Board of Directors since July 2021. Ms. Greenberg is Co-Founder and Chief Business Officer of The Center for Breakthrough Medicines, now SK pharmteco, a contract development and manufacturing organization, which she co-founded in 2019. Before she co-founded The Center for Breakthrough Medicines and Discovery Labs in 2019, Ms. Greenberg was Senior Vice President of Exeter Property Group during 2018. Prior to her employment at Exeter Property Group, Ms. Greenberg was Interim Chief Financial Officer and Consultant at Pine Hill Group from 2016 to 2018. Ms. Greenberg was Chief Financial Officer of Statebridge Company from 2013 to 2015. In 2013, Ms. Greenberg was Chief Financial Officer of WJ Bradley. From 2010 to 2013, Ms. Greenberg was an independent consultant. From 2009 to 2010, Ms. Greenberg was Chief Financial Officer and Principal of CBRE Global Investors. From 2007 to 2009, Ms. Greenberg was Chief Financial Officer and Senior Vice President of ING Clarion Partners. Ms. Greenberg was Principal and Chief Financial Officer of Phoenix Realty Group from 2001 to 2004. Prior to joining Phoenix Realty Group, Ms. Greenberg served in various investment banking and accounting roles. Ms. Greenberg holds a B.S. in Business Administration from the University of Arizona and an M.B.A. from the Wharton School of the University of Pennsylvania. Since June 2023, Ms. Greenberg has also served on the Board and Audit Committee of NLS Pharmaceutics Ltd., a publicly traded clinical-stage biopharmaceutical company focused on the discovery and development of innovative therapies for patients with rare and complex central nervous system disorders with unmet medical needs. | | Audrey E. Greenberg* | | | Age: 51 | | | Director Since: 2021 | |

  20. Nominees for Election as Directors

    Our Board of Directors believes that Ms. Greenberg’s extensive operating and financial experience in both private equity and real estate, as well as her current and previous leadership roles and diverse professional experience strengthen our Board of Directors’ collective qualifications, skills, experience and viewpoints and make her a valuable member of our Board of Directors.

  21. Nominees for Election as Directors

    | | Steven G. Norcutt has served as a member of our Board of Directors since completion of our IPO in June 2004 and as our lead independent director since 2022. Mr. Norcutt has served since October 2009 as the President of Schafer Richardson, Inc., a commercial real estate management, construction, development, leasing and investment company based in Minneapolis, Minnesota. From April 2008 to October 2009, Mr. Norcutt served as Senior Vice President – Regional Manager of Guaranteed Rate Mortgage, a residential mortgage banking company headquartered in Chicago, Illinois. Prior to joining Guaranteed Rate, Mr. Norcutt served as Executive Vice President and Chief Operating Officer of Centennial Mortgage and Funding, Inc., a residential mortgage banking company based in Minnesota. Prior to joining Centennial Mortgage and Funding, Inc., Mr. Norcutt served as Senior Vice President and Portfolio Manager of Structured Finance for Reliastar Investment Research, Inc. from 1993 through 2001. Mr. Norcutt joined Reliastar Investment Research, Inc. in 1988 as Vice President and Portfolio Manager of Residential Mortgage Loans. Mr. Norcutt received an M.B.A. in Finance from the Carlson School of Business at the University of Minnesota and a B.S. in Finance from St. Cloud State University. | | Steven G. Norcutt* | | | Age: 64 | | | Director Since: 2004 | |

  22. Nominees for Election as Directors

    Our Board of Directors believes that Mr. Norcutt’s operating, business and financial experience from his significant tenures in both the mortgage lending and mortgage portfolio management businesses, as well as his current role as President of a commercial real estate company, strengthen our Board of Directors’ collective qualifications, skills, experience and viewpoints and make him a valuable member of our Board of Directors.

  23. Nominees for Election as Directors

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  24. Nominees for Election as Directors

    | | Lisa A. Pendergast has served as a member of our Board of Directors since March 2018. Ms. Pendergast is currently Executive Director of Commercial Real Estate Finance Council, a trade organization with over 300 member companies and over 11,000 individual members that covers the commercial and multi-family real estate finance markets, a position she has held since September 2016. Ms. Pendergast was Managing Director of the Commercial Mortgage-Backed Securities Strategy and Risk division of Jefferies LLC from 2009 to June 2016. From 2001 to 2009, Ms. Pendergast was Managing Director of the Commercial Mortgage-Backed Securities Strategy division of RBS Greenwich Capital. Prior to her employment at RBS Greenwich Capital, Ms. Pendergast was Managing Director in the Financial Strategies Group at Prudential Securities from 1987 to 2000. Ms. Pendergast holds a B.A. in English Literature and Political Science from Marymount College of Fordham University. | | Lisa A. Pendergast* | | | Age: 62 | | | Director Since: 2018 | |

  25. Nominees for Election as Directors

    Our Board of Directors believes that Ms. Pendergast’s extensive relevant experience in the commercial and residential real estate markets, as well as her significant expertise in commercial credit and structured finance, strengthen our Board of Directors’ collective qualifications, skills, experience and viewpoints and make her a valuable member of our Board of Directors.

  26. Nominees for Election as Directors

    | * Our Board of Directors has affirmatively determined that these nominees currently are independent under the criteria described below in “Information on Our Board of Directors and Its Committees—Independence of Our Board of Directors” and “Information on Our Board of Directors and Its Committees—Board of Directors Leadership Structure.” Mr. Norcutt is our Lead Director. |

  27. Nominees for Election as Directors

    Our Board of Directors recommends that stockholders vote “FOR” the election of each of the nominees.

  28. Nominees for Election as Directors

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  29. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS As compensation for serving on our Board of Directors in 2023, our non-employee directors generally received a combination of a cash retainer of $30,000 per quarter and a grant of common stock having a value of approximately $120,000 on the applicable day of grant, which typically occurs on or about the date of our annual meeting of stockholders. Under our director compensation program, an independent director has the option to elect to receive all or any portion of the value of his or her cash retainer in shares of common stock. During 2023, our Chief Executive Officer only received compensation for his services as our officer and received no additional compensation for his service on our Board of Directors. Effective January 1, 2023, the Chairman of our Board of Directors was no longer an executive officer of our Company and, as such, was compensated in a manner similar to the compensation paid to our independent directors for the fiscal year ending December 31, 2023. Our directors have been, and will continue to be, reimbursed by us for reasonable out-of-pocket expenses incurred in connection with their service on our Board of Directors and any and all committees thereof. The following table presents information relating to the total compensation of our directors for the fiscal year ended December 31, 2023.

  30. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash | Stock Awards and Fees Earned or Paid in Common Stock (1) | Total | | Steven R. Mumma | $120,000 | $120,000(2) | $240,000 | | Eugenia R. Cheng | $120,000 | $120,000(2) | $240,000 | | Michael B. Clement | $60,000(3) | $120,000(2) | $180,000 | | Audrey E. Greenberg | $120,000 | $120,000(2) | $240,000 | | Steven G. Norcutt | $120,000 | $120,000(2) | $240,000 | | Lisa A. Pendergast | $120,000 | $120,000(2) | $240,000 |

  31. COMPENSATION OF DIRECTORS

    (1)All of the shares issued to our non-management directors were non-forfeitable as of the date of grant and were issued under the 2017 Stock Plan (as defined in “Executive Compensation—Certain Defined Terms”). The amounts shown in this column represent the grant date fair value of the stock computed in accordance with FASB Accounting Standards Codification ("ASC") Topic 718. None of our independent directors held any unvested equity or equity-based awards as of December 31, 2023. (2)Represents the June 2023 stock award of 11,953 shares of common stock per director. (3)Mr. Clement elected to receive 100% of his quarterly cash retainer for the period July 1, 2022 through June 30, 2023 in shares of our common stock, all of which was issued at the time of the June 2022 stock awards. The value associated with such stock award was reported in the Director Compensation Table included in our proxy statement for the fiscal year ended December 31, 2022. As such, the amounts reported herein for Mr. Clement do not include the value of such award in lieu of the cash retainer for the applicable period.

  32. COMPENSATION OF DIRECTORS

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  33. OUR DIRECTORS AND EXECUTIVE OFFICERS

    OUR DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information, as of April 18, 2024, regarding our common stock owned of record or known by us to be owned beneficially by each person owning more than five percent of our common stock, each director and nominee for director, each named executive officer and all directors, nominees and executive officers as a group. As of April 18, 2024, we had 91,231,039 shares of common stock outstanding. Except as noted below, each of the stockholders identified in the table below has sole voting and investment power over the common stock beneficially owned by that person and the address for each individual listed below is: c/o New York Mortgage Trust, Inc., 90 Park Avenue, New York, New York 10016.

  34. OUR DIRECTORS AND EXECUTIVE OFFICERS

    | Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned (1) | Percent of Class | | BlackRock, Inc. (2) | 15,229,986 | 16.7% | | The Vanguard Group (3) | 6,159,902 | 6.8% | | Steven R. Mumma | 501,169 | * | | Jason T. Serrano | 289,624(4) | * | | Nicholas Mah | 185,817(5) | * | | Kristine R. Nario-Eng | 126,239(6) | * | | Nathan R. Reese (7) | 73,601 | * | | Steven G. Norcutt | 79,688 | * | | Michael B. Clement | 64,169 | * | | Lisa A. Pendergast | 54,485 | * | | Audrey E. Greenberg | 28,222 | * | | Eugenia R. Cheng | 21,599 | * | | All directors, nominees and current executive officers as a group (9 persons) | 1,351,012 | 1.5% |

  35. OUR DIRECTORS AND EXECUTIVE OFFICERS

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  36. OUR DIRECTORS AND EXECUTIVE OFFICERS

    | * Represents less than one percent of our issued and outstanding shares. | | (1) The number of shares of common stock “beneficially owned” by each stockholder is determined under rules issued by the SEC regarding the beneficial ownership of securities. This information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership of common stock includes (i) any shares as to which the person or entity has sole or shared voting power or investment power and (ii) any shares as to which the person or entity has the right to acquire beneficial ownership within 60 days after April 18, 2024, including any shares which could be purchased by the exercise of options at or within 60 days after April 18, 2024. | | (2) Information based on a Schedule 13G filed with the SEC on January 22, 2024 by BlackRock, Inc., 50 Hudson Yards, New York, NY 10001. The reporting person has sole voting power over 15,012,018 shares of common stock and sole dispositive power over 15,229,986 shares of common stock. The reporting person has shared voting power and shared dispositive power over zero shares. | | (3) Information based on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355. The reporting person has sole voting power over zero shares of common stock and sole dispositive power over 6,023,655 shares of common stock. The reporting person has shared voting power over 56,567 shares of common stock and shared dispositive power over 136,247 shares of common stock. | | (4) The number of shares of common stock excludes 80,679 unvested restricted stock units and 227,732 unvested performance stock units, which represents the aggregate target amount of unvested performance stock units issued to Mr. Serrano in 2022 and 2023. | | (5) The number of shares of common stock excludes 56,295 unvested restricted stock units and 154,665 unvested performance stock units, which represents the aggregate target amount of unvested performance stock units issued to Mr. Mah in 2022 and 2023. | | (6) The number of shares of common stock excludes 23,731 unvested restricted stock units and 69,146 unvested performance stock units, which represents the aggregate target amount of unvested performance stock units issued to Ms. Nario-Eng in 2022 and 2023. | | (7) Mr. Reese ceased serving as the Company's Chief Operating Officer and Secretary, effective April 26, 2023 and, as result, is not included in the total number of shares of our common stock beneficially owned by our directors, director nominees and current executive officers as a group. Mr. Reese's address is 1 Nautilus Lane, Hampton Bays, New York 11946. |

  37. OUR DIRECTORS AND EXECUTIVE OFFICERS

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  38. Stockholder Engagement and Say-on-Pay

    Stockholder Engagement and Responsive Actions Taken Following our 2023 Annual Meeting of Stockholders through the first quarter of 2024, our Chief Executive Officer, President, Lead Independent Director, Chair of the Compensation Committee and a member of our investor relations team engaged in outreach efforts, with our ten largest stockholders by number of shares held as of April 1, 2024. These ten stockholders hold approximately 40% of the outstanding shares of our common stock as of April 1, 2024. An incremental 10% of ownership of our common stock is widely dispersed across an additional 18 stockholders as of April 1, 2024. We highly value the dialogue with our stockholders, share their feedback with our entire Board of Directors and endeavor to enhance our practices and reporting to address stockholder perspectives and interests. As a result of our outreach efforts, we engaged with approximately 26% of the outstanding shares of our common stock as of April 18, 2024. Feedback from these interactions has been instrumental in shaping our approach to governance and compensation strategies. Among the responses received, we noted positive acknowledgment of our prior proxy statement, recognizing its comprehensive disclosures and quality, particularly relative to the scale of our Company. While our two largest stockholders did not raise objections to our exercise of positive discretion, they expressed a preference for more transparent explanations regarding compensation determinations. Furthermore, stockholders highlighted a desire for disclosures concerning the expertise and backgrounds of our directors, insights into the Compensation Committee’s rationale for the use of positive discretion in executive compensation decisions, and our Board of Directors' approach to addressing feedback from proxy advisory firms regarding our executive compensation program. Subsequently, we have incorporated a board skills matrix to highlight the diverse qualifications of our directors, pertinent to our Company’s needs (see page 20). Additional feedback included observations that executives might receive increased compensation during challenging market conditions due to heightened responsibilities, which may be influential in retaining key personnel. Furthermore, constructive feedback was received regarding concerns about reliance on a single performance metric (i.e., Adjusted total economic return (“TER”) in the Annual Incentive's quantitative measure) and the use of positive discretion by the Compensation Committee in determining payments under the annual incentive plan. In light of this feedback from stockholders and the commentary published by proxy advisory firms, the Compensation Committee and our Board of Directors determined to conduct a comprehensive review of our executive compensation program in order to determine whether adjustments were appropriate. As a result of such review, we implemented the following meaningful updates and changes to our executive compensation program: •Adopted an updated form of PSU award agreement (the “2024 PSU Agreement”), to be used for awards of PSUs granted in 2024 and thereafter, which raises the level of achievement threshold at which 100% of the target PSUs become earned from the 50th percentile relative to our identified performance peer group to the 55th percentile relative to our identified performance peer group. The 2024 PSU Agreement also caps the total number of target PSUs that become earned at 100% of the target number of PSUs in the event that our TSR for the relevant performance period is negative (regardless of the level of performance relative to our TSR performance goal). We implemented these changes with the 2024 PSU Agreement in order to enhance the alignment of our executive officers’ compensation with our own financial performance, incentivize performance above the median performance of our peer group, and limit compensation in periods of declining financial performance, as applicable. From a review of the executive compensation programs of the members of our peer group, we believe that both of these adjustments contained in the 2024 PSU Agreement result in meaningfully more rigorous performance requirements applicable to our awards of PSUs than what has been implemented by a substantial majority of companies in our peer group with respect to their performance-based equity awards.

  39. Stockholder Engagement and Say-on-Pay

    •Eliminated the availability and use of positive discretion under our 2024 Annual Incentive Plan. In addition, with respect to annual incentive awards under the 2023 Annual Incentive Plan, the Compensation Committee discontinued the use of positive discretion when certifying the amounts earned by each executive officer. We implemented the elimination of positive discretion under our 2024 Annual Incentive Plan, in part, to enhance and emphasize the performance-based nature of our annual incentive plan, which provides that our NEO's annual incentive compensation is weighted 75% on the achievement of specific and quantified corporate financial objectives. •Modified the quantitative component applicable to annual incentive awards under our 2023 Annual Incentive Plan to provide that 50% of the quantitative component would be based on performance against an absolute Adjusted TER measure and 50% would be based on performance against a relative Adjusted TER measure (as opposed to 100% of the quantitative component being based on performance against an absolute Adjusted TER measure under the 2022 Annual Incentive Plan). The Compensation Committee believes that the combination of equally weighted absolute and relative performance measures will provide a more comprehensive and effective assessment of management performance than that provided by a single absolute measure of performance under the quantitative component, particularly during periods of difficult or volatile market conditions such as those experienced in 2020 and portions of 2022 and 2023, and thus renders the availability of positive discretion under our annual incentive plans as unnecessary. •Adopted a clawback policy in compliance with SEC and Nasdaq rules which provides for recoupment, in the event we are required to prepare an accounting restatement, of erroneously awarded incentive-based executive compensation paid based on misstated financial reporting measures. Stockholder Outreach Program In addition to our routine stockholder communications, our enhanced outreach program encompasses strategic engagement through the Proxy Statement, Annual Meeting and Stockholder Engagement as delineated below. These phases collectively represent opportunities to augment stockholder engagement, transparency, and alignment with our primary stakeholders' interests. By leveraging diverse communication channels, we aim to cultivate substantive dialogue and fortify relationships with our stockholders.

  40. Certain Defined Terms

    Certain Defined Terms The following defines certain of the commonly used terms in this “Executive Compensation” section: •“2017 Stock Plan” refers to the equity incentive plan initially approved by our stockholders at the 2017 Annual Meeting of Stockholders of the Company, as amended, pursuant to which we may grant equity compensation awards; •“2021 Long-Term EIP” refers to our Long-Term Equity Incentive Program that provides for the grant to our NEOs and certain other key employees in 2021 of PSUs that became earned and non-forfeitable based on the attainment of relative total stockholder return hurdles over a three-year performance period that commenced on January 1, 2021 and ended on December 31, 2023 and restricted stock units ("RSUs") subject to time-based vesting conditions that vest ratably on January 1, 2022, 2023 and 2024; •“2022 Long-Term EIP” refers to our Long-Term Equity Incentive Program that provides for the grant to our NEOs and certain other key employees in 2022 of PSUs that will become earned and non-forfeitable based on the attainment of relative total stockholder return hurdles over a three-year performance period that commenced on January 1, 2022 and ends on December 31, 2024 and RSUs subject to time-based vesting conditions that vest ratably on January 1, 2023, 2024 and 2025; •“2023 Long-Term EIP” refers to our Long-Term Equity Incentive Program that provides for the grant to our NEOs and certain other key employees in 2023 of PSUs that will become earned and non-forfeitable based on the attainment of relative total stockholder return hurdles over a three-year performance period that commenced on January 1, 2023 and ends on December 31, 2025 and RSUs subject to time-based vesting conditions that vest ratably on January 1, 2024, 2025 and 2026; •“2024 Long-Term EIP” refers to our Long-Term Equity Incentive Program that provides for the grant to our NEOs in 2024 of PSUs that will become earned and non-forfeitable based on the attainment of relative total stockholder return hurdles over a three-year performance period that commenced on January 1, 2024 and ends on December 31, 2026 and RSUs subject to time-based vesting conditions that vest ratably on January 1, 2025, 2026 and 2027; •“2021 Annual Incentive Plan” refers to the annual incentive plan approved by our Board of Directors and the Compensation Committee for performance in 2021; •“2022 Annual Incentive Plan” refers to the annual incentive plan approved by our Board of Directors and the Compensation Committee for performance in 2022; •“2023 Annual Incentive Plan” refers to the annual incentive plan approved by our Board of Directors and the Compensation Committee for performance in 2023; and

  41. Certain Defined Terms

    •“2024 Annual Incentive Plan” refers to the annual incentive plan approved by our Board of Directors and the Compensation Committee for performance in 2024.

  42. Role of Our Independent Compensation Consultant

    Role of Our Independent Compensation Consultant The Compensation Committee first engaged Pearl Meyer in the fall of 2019 to serve as its independent compensation consultant on executive and director compensation matters for 2020. The Compensation Committee has continued to utilize Pearl Meyer as its independent compensation consultant each year since 2019. In the fall of 2021, Pearl Meyer performed a market pay analysis of our NEOs versus industry peers and a review of the design of our 2022 compensation programs for our executives, including as it relates to the leadership transition of our Chief Executive Officer from Mr. Mumma to Mr. Serrano in 2022. In 2023, Pearl Meyer consulted with and provided feedback to the Compensation Committee on the various features of our 2023 compensation programs and participated in calls with members of management. The Compensation Committee also had Pearl Meyer conduct a review of the Company's executive compensation program again in the fall of 2023. Pearl Meyer reported directly to the Compensation Committee. The Compensation Committee reviews annually Pearl Meyer’s performance and provides Pearl Meyer with direct feedback during its engagement. The Compensation Committee recognizes that it is essential to receive objective advice from its compensation advisers. To that end, the Compensation Committee assessed the independence of Pearl Meyer pursuant to the Compensation Committee’s charter and SEC rules and concluded that Pearl Meyer is and continues to be independent. In addition, the Compensation Committee concluded that Pearl Meyer's work for the Compensation Committee has not raised any conflicts of interest.

  43. Role of Our Independent Compensation Consultant

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  44. Process for Setting Executive Compensation

    Process for Setting Executive Compensation Overview The Compensation Committee has primary responsibility for reviewing, setting and approving the compensation of our Chief Executive Officer and reviewing, approving and recommending to our Board of Directors compensation for our other NEOs in a manner that is effective and consistent with our overall executive compensation strategy. The Compensation Committee reviews on an individual basis the performance of our NEOs and, with respect to the compensation of our NEOs who are not the Chief Executive Officer, it also considers the recommendations of our Chief Executive Officer. The Compensation Committee generally reviews compensation levels for our NEOs near the beginning of each calendar year in determining base salaries and projected ranges for total compensation for the new fiscal year, and then meets again following the end of such fiscal year to review the Company’s and each NEOs’ actual performance, at which time it typically makes determinations with respect to annual cash and equity incentive compensation. With respect to long-term equity incentive awards, the Compensation Committee generally intends to make award determinations near the beginning of the performance period of the applicable award. In situations where we hire or promote a new NEO during the fiscal year, the Compensation Committee may make base salary and incentive compensation determinations in close proximity to the NEO's hiring or promotion date. The Compensation Committee may also adjust or modify awards subsequent to the initial grant date to give effect to changes to base salary that may occur during any given year. The Compensation Committee reviews all elements of compensation and total compensation payable to each of our NEOs. As part of its annual review of the compensation of our NEOs, the Compensation Committee typically considers a number of factors in determining or structuring compensation, including the nature of the executive’s job and the responsibilities related thereto, the executive’s job performance compared to goals and objectives established for the Company and the executive at the beginning of the year and in relation to actual market conditions, the experience level of the executive in his or her current position, the compensation levels of competitive jobs within a peer group of companies selected by the Compensation Committee with the assistance of our independent compensation consultant, our financial performance and financial condition on an absolute and relative basis, the execution of our investment and financing strategy, the impact of compensation determinations on our budgeted operating expense ratios, individual contributions to our mission, values and longer-term strategic goals and certain other factors. These factors described above may vary from year to year in importance to, and usage by, the Compensation Committee, depending upon market conditions, corporate priorities and individual circumstances. The Compensation Committee also reviews and makes recommendations to our Board of Directors annually with respect to the compensation of our non-management directors. In setting director compensation, our Board of Directors generally considers the compensation practices and levels for directors paid by a peer group selected by the Compensation Committee and by other mortgage REITs, as well as the expected time commitment from the non-management directors in such year. Compensation Benchmarking and Use of Peer Groups In 2019, the Compensation Committee engaged an independent compensation consultant, FPL Associates, L.P. ("FPL"), in part, to benchmark the compensation levels and practices relating to our NEOs and other officers against a larger sample size of industry-based compensation levels and practices. With the assistance of FPL, the Compensation Committee conducted a benchmarking analysis for 2019 with respect to the compensation levels and practices of our NEOs. In the fall of 2019, Pearl Meyer was engaged to benchmark base salaries, total annual compensation (i.e., base salary + compensation paid under our annual incentive plan) and total direct compensation (i.e., base salary + compensation paid under our annual incentive plan + target payouts under our Long-Term EIPs).

  45. Process for Setting Executive Compensation

    In the fall of 2021, in preparation for a leadership transition, the Compensation Committee engaged Pearl Meyer to conduct a market pay analysis for our NEOs compared to the NEOs of our peer group and to recommend changes, as necessary, to maintain or improve competitiveness for talent. In 2023, Pearl Meyer again reviewed the peer group used by the Compensation Committee in its compensation considerations. While it is the Compensation Committee’s goal to provide compensation opportunities that are responsive to both individual and corporate-level performance and that are competitive within industry standards and among our peers, the Compensation Committee has not established a policy of directly linking compensation for our NEOs to any specific target market percentile for NEO pay levels. The Compensation Committee has historically taken the view that because pay practices and compensation levels among participants in our industry can vary significantly from one year to the next and the information regarding those practices and levels is often times outdated by the time it becomes publicly available, the use of a specific target market position may not necessarily reflect the Compensation Committee’s assessment of performance as the primary driver of pay levels. Instead, the Compensation Committee attempts to structure our executive compensation program for our NEOs in a manner that is both competitive enough to retain their services and appropriately rewards their performance, but is also consistent with our needs from an expense perspective. At the outset of the benchmarking process, the Compensation Committee reviewed, with the assistance of its compensation consultant, the possible composition of our peer group, including the size of the peer group and the rationale for including certain companies, each of which have similarity to us based on one or more factors, including business focus, size and/or geography. Because of the limited compensation information available for mortgage REITs, the Compensation Committee has, with input from its compensation consultants, developed a peer group that extends beyond mortgage REITs. This peer group also includes other real estate-focused or related finance companies, each of which have similarity to us based on business focus, size (based on equity market capitalization) and/or geography and the executives of which are required to have similar skills and experience as our executives. In addition, this peer group may include companies that have, in prior years, been identified by proxy advisory firms as comparable to us in their evaluation of us in connection with developing their annual say-on-pay vote recommendation, or that we may compete with in recruiting talent. In considering the peer group analysis provided by FPL, the Compensation Committee focused on developing a peer group comprised of between 8 and 20 companies that are between 0.5 times and 2.0 times our size and are either direct competitors to us or who otherwise are industry-relevant. With input from Pearl Meyer, the Compensation Committee has updated the composition of the peer group from time to time. The current peer group identified by the Compensation Committee and set forth below is comprised of 11 companies that have equity market capitalizations between $500 million and $2.8 billion as of December 31, 2022. The Company's equity market capitalizations as of December 31, 2022 and 2021 were $934 million and $1.4 billion, respectively. The Compensation Committee has determined to exclude externally-managed mortgage REITs from our peer group due to the limited publicly available comparative compensation data for their executives. We sometimes refer to the industry groups identified by the Compensation Committee for benchmarking purposes as our "peer group."

  46. Process for Setting Executive Compensation

    The Compensation Committee believes that a carefully selected and assembled peer group can provide information that is critical to decision making on compensation—both the level of compensation and the underpinnings for short- and long-term pay program design. While the Compensation Committee recognizes that a peer group must evolve with the business and cannot remain static, it also believes that size (based on equity market capitalization), direct competition and industry relevance are the most key considerations in establishing a peer group and that significant turnover in a peer group from year to year may make measurement and management of an executive compensation program less effective.

  47. Process for Setting Executive Compensation

    Consideration of Prior "Say-on-Pay" Votes Although our executive compensation program has historically received a high level of stockholder support, including the support of 97% of shares voted in 2022, at our 2023 Annual Meeting of Stockholders, our 2023 “Say-on-Pay” Proposal was approved by just 62% of shares voted. As described in more detail above, this reduced level of support prompted our Board of Directors and the Compensation Committee to closely re-evaluate the program’s use of positive discretion in 2022 and other compensation features highlighted by proxy advisory firms in connection with our 2023 Annual Meeting and increase our efforts relating to stockholder outreach, with a focus on hearing detailed and specific feedback from stockholders about the executive compensation-related concerns that drove their “Say-on-Pay” voting decisions. The level of support in 2023 was considered by the Compensation Committee in its determination to not utilize positive discretion in 2023 under our 2023 Annual Incentive Plan and its decision making with respect to the structure of our 2024 executive compensation program, including the adjustment of certain terms of our 2024 PSU awards and elimination of the availability and use of positive discretion under our 2024 Annual Incentive Plan. For additional information regarding the Compensation Committee's response and the actions it undertook with respect to the 2023 Say-on-Pay Proposal, please refer to "—Stockholder Engagement and Say-on-Pay" above.

  48. Executive Compensation Program Components for 2023

    Executive Compensation Program Components for 2023 Similar to 2022, our 2023 executive compensation program was comprised of three separate and primary elements, including base salary, annual incentive compensation (in the form of the 2023 Annual Incentive Plan) and long-term equity incentive awards (in the form of the 2023 Long-Term EIP). In developing our executive compensation program for 2023, the Compensation Committee considered (i) market practices among our peer group, (ii) our existing compensation structure and its effectiveness, (iii) internal pay equity, (iv) the retention of key employees of our Company, (v) the level of support received for our recent "say-on-pay" advisory votes and feedback received from stockholder outreach meetings and (vi) the views of Pearl Meyer. The following provides an overview of our approach to each primary element of our NEO compensation program and an analysis of the compensation paid under each of these elements.

  49. Base Salary

    Base Salary Base salary, which represents the fixed element of our executive compensation program, provides for basic economic security at a level that allows us to retain the executive’s services. The Compensation Committee generally establishes annual base salaries for our NEOs commensurate with the level of experience that the executive brings to the position, the nature of the responsibilities required of the executive, such as whether the executive is performing in multiple roles, how successful the executive is in achieving goals established by the Compensation Committee and the executive’s contributions to the Company and internal pay equity considerations, but does not assign any specific weights to these factors. As discussed in other parts of this CD&A, the Compensation Committee also gives significant consideration to the size of the Company and our projected general and administrative expenses in setting annual base salaries and has not historically targeted base salaries for our NEOs to any specific level within the range of base salaries paid by our peer group. Base salaries are reviewed annually and may be adjusted to better match competitive market levels or to recognize an executive’s professional growth and development, increased responsibility or other discretionary factors. In January 2023, after taking into account a number of factors, including peer group data and individual and Company performance, the Compensation Committee elected to increase the base salary for Mr. Serrano to $875,000 and increase the base salary for Ms. Nario-Eng to $500,000 for fiscal year 2023 to better align with market compensation and bring base salaries for these executives closer to the median level of comparable positions. The specific 2023 base salary levels for Mr. Serrano and Ms. Nario-Eng roughly approximate the median base salary of similarly-situated executives among our peers and sets Mr. Serrano's base salary closer to that of our prior Chief Executive Officer. Mr. Mah's base salary was negotiated as part of his employment agreement with us.

  50. Annual Incentive Compensation

    Annual Incentive Compensation Annual incentive compensation, in the form of cash incentive compensation, is available to each of our NEOs under the 2023 Annual Incentive Plan. Annual incentive compensation serves as a means of linking annual compensation both to our overall corporate financial performance and to subjective individual performance criteria that are within the control of our NEOs. The Compensation Committee believes cash incentive compensation payable under the 2023 Annual Incentive Plan provides our NEOs with current income for achieving corporate financial and individual performance criteria during 2023. Pursuant to the 2023 Annual Incentive Plan, our NEOs had the opportunity to earn annual incentive compensation upon achieving certain corporate financial goals, which we refer to as the "Quantitative Component," as well as individual goals that reflect their direct contributions to our progress on a range of non-financial organizational matters, which we refer to as the "Qualitative Component." The 2023 Annual Incentive Plan was designed to primarily constitute performance-based incentive compensation, with a significant majority of all awards granted thereunder (i.e., 75%) subject to financial metrics under the Quantitative Component. The Qualitative Component under our 2023 Annual Incentive Plan focused on an NEO’s contributions during 2023 to strategic objectives considered important to our mission, values, and longer-term strategic goal of creating stockholder value and delivering long-term stable distributions to our stockholders over changing economic conditions, including leadership, employee retention, progress towards portfolio and financing objectives, various corporate initiatives and efforts relating to risk management and capital preservation, among others. The Compensation Committee set the 75%/25% weighting between quantitative and qualitative components starting back in 2020 based in large part on the recommendation of Pearl Meyer, which then found that most of our peer group capped the weighting of their applicable qualitative components at 25% or higher of the total annual incentive award opportunity for similarly situated employees. Except as discussed below, the 2023 Annual Incentive Plan is substantially similar to the 2022 Annual Incentive Plan. The Compensation Committee generally reviews target bonus levels annually towards the beginning of the new fiscal year to ensure that target levels are appropriate and market competitive. Each NEO’s target for annual incentive compensation, set forth in the table below, is determined based on an evaluation of many of the same factors used in setting base salaries as well as peer company data.

  51. Annual Incentive Compensation

    | Named Executive Officer | 2022 Target Bonus | 2023 Target Bonus | | Jason T. Serrano | $1,650,000 | $2,187,500 | | Nicholas Mah (1) | N/A | $1,562,500 | | Kristine R. Nario-Eng | $562,500 | $675,000 | | Nathan R. Reese (2) | $500,000 | $500,000 |

  52. Annual Incentive Compensation

    (1)Mr. Mah became an NEO on January 1, 2023. (2)As Mr. Reese ceased serving as our Chief Operating Officer effective April 26, 2023, he was paid no compensation under our 2023 Annual Incentive Plan despite being eligible to participate in the plan at the beginning of 2023. Following a review of market data for our peer group companies, the Compensation Committee determined to increase target bonus levels for 2023 to a level for our Chief Executive Officer that it believes is more competitive to the median annual target bonus level (as a percentage of base salary) of chief executive officers at our peer group companies, while adjusting target bonus levels for certain of our other NEOs for pay equity purposes as well as to be competitive with our peer group companies. According to market data for our peer group companies, the aggregate of Mr. Serrano’s base salary, target annual incentive compensation and target long-term equity incentive compensation for 2023 was in the 36th percentile for similar compensation to the chief executive officers of our peer group. The increase in Mr. Serrano’s target annual bonus in 2023 was also driven in part by a desire to make Mr. Serrano’s aggregate base salary and target annual and long-term equity incentive compensation more competitive to similar compensation to the chief executive officers of our peer group.

  53. Annual Incentive Compensation

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  54. Annual Incentive Compensation

    From the initial establishment of our annual incentive plan in 2013, a portion of annual incentive compensation earned by our NEOs has been payable, depending on the size of the total award earned, in shares of restricted stock, subject, in each case, to the discretion of the Compensation Committee and the terms of the 2017 Stock Plan (or any future successor plan adopted by us). In reviewing our executive compensation programs in recent years against those of our peer group, the Compensation Committee concluded that a significant majority of the peer group pays 100% of its annual incentive compensation in cash and the minority of companies that continue to pay a portion of annual incentive compensation in stock tend to pay annual bonuses to their chief executive officers at a significantly higher level than we do. In light of this data, the Compensation Committee determined at the time it approved the 2023 Annual Incentive Plan that 100% of annual incentive compensation was expected to be paid in cash. Consistent with this expectation, the Compensation Committee approved the payment of annual incentive compensation for 2023 in cash only. Quantitative Component (Weighted 75%) Historically, the Quantitative Component under our annual incentive plans was based on one or more absolute performance measures. While the Compensation Committee valued the formulaic and absolute return framework under those annual incentive plans, it has determined that basing 100% of the Quantitative Component on a single absolute performance measure is not always compatible with the overall performance of management during difficult macro-environments for mortgage REITs, as evidenced during the market disruption in 2020 caused by the COVID-19 pandemic and again in 2022 as a result of fed funds rate hikes, when a measure of relative performance may provide a better assessment of management performance. In both 2020 and 2022, the use of a single absolute performance measure resulted in the NEOs receiving no compensation under the Quantitative Component, yet the Company outperformed more than half of its peers on the same or similar metric during those periods. The Compensation Committee also gave consideration to its strong preference to avoid the use of positive discretion under its annual incentive plans going forward when single absolute measures may fail to effectively assess performance. For these reasons, the Compensation Committee determined that the Quantitative Component under the 2023 Annual Incentive Plan would be comprised of two performance measures each having a weighting of 37.5%, which includes both an absolute and a relative measure of Adjusted TER as the basis for corporate financial performance determinations under the Quantitative Component. As such, regardless of the Company's level of achievement with respect to the relative measure of Adjusted TER, the amount earned by each NEO under the portion of the Quantitative Component attributable to the absolute measure of Adjusted TER would be zero to the extent that the level of achievement with respect to such absolute measure did not reach the threshold level of achievement (i.e., 4%). The specific thresholds and payout levels with respect to the relative measure of Adjusted TER and absolute measure of Adjusted TER are described in more detail below. In selecting Adjusted TER as the measure for determining absolute and relative performance under the Quantitative Component for the 2023 Annual Incentive Plan, the Compensation Committee concluded that Adjusted TER was the most optimal method for measuring corporate financial performance on an annual basis, both on an absolute and relative basis, and that management was better able to influence a measure of Adjusted TER on an annual basis as compared to TSR, which the Compensation Committee believes is better suited to awards based on a multi-year performance period. For purposes of the 2023 Annual Incentive Plan, Adjusted TER was defined as (A) the sum of (i) the Company’s adjusted book value per common share at the end of the applicable performance period minus the Company's adjusted book value per common share as of the day immediately preceding the first day of the performance period and (ii) the aggregate dividends per common share declared by the Company during the applicable performance period, divided by (B) the Company’s adjusted book value per common share as of the day immediately preceding the first day of the performance period.

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  56. Annual Incentive Compensation

    Adjusted book value is a non-GAAP financial measure that we calculate for purposes of the 2023 Annual Incentive Plan by making the following adjustments to GAAP book value per common share: (i) exclude our share of cumulative depreciation and lease intangible amortization expenses related to real estate held at the end of the applicable performance period for which an impairment has not been recognized, (ii) exclude the cumulative adjustment of redeemable non-controlling interests to estimated redemption value, (iii) adjust our liabilities that finance our investment portfolio to fair value and (iv) adjust other items as determined by the Compensation Committee in its sole discretion. The Compensation Committee made no other adjustments to GAAP book value except as described in (i), (ii) and (iii) in the immediately preceding sentence. For purposes of calculating the Adjusted TER of the members of the identified performance peer group for the measurement period, we calculated adjusted book value per common share for each member of such peer group as GAAP book value per common share, as adjusted for any items deemed appropriate in the sole discretion of the Compensation Committee, which may include adjustments similar to those described above with respect to the calculation of our Adjusted TER. See Annex A — “Non-GAAP Financial Measures” for a definition of adjusted book value and a reconciliation of GAAP book value to adjusted book value. The Compensation Committee has used various forms of total economic return as a performance measure under our annual incentive plans for several years, including total economic return on undepreciated book value in 2022. The change to Adjusted TER in 2023 was made to align our performance measure under our 2023 Annual Incentive Plan with the key performance measure used by management in assessing our corporate financial performance. The ultimate amount of the payout under the Quantitative Component of the 2023 Annual Incentive Plan is contingent on the Company exceeding specified performance hurdles for Adjusted TER during the applicable performance period. The Compensation Committee generally reviews performance hurdle levels annually towards the beginning of the new fiscal year to ensure that established hurdles are appropriate and market competitive. The examination of hurdle levels often includes a review of the actual performance-level achieved by the Company in the prior year, changing market conditions, particularly as it relates to interest rates and credit markets, and the hurdle levels employed by other internally-managed mortgage REITs. For purposes of the 2023 Annual Incentive Plan, the Compensation Committee left the performance hurdle levels unchanged for the Quantitative Component’s absolute performance measure (“Quantitative Component Absolute Hurdles”), while establishing performance level hurdles for the Quantitative Component’s relative performance measure consistent with the relative hurdle levels for TSR under our 2023 PSU Awards. Measuring Absolute Performance for Adjusted TER: The following table sets forth the Quantitative Component Absolute Hurdles and corresponding incentive compensation payouts for each of our NEOs under the 2023 Annual Incentive Plan for the performance period that commenced on January 1, 2023 and ended on December 31, 2023:

  57. Annual Incentive Compensation

    | Absolute Adjusted TER Measure Hurdles | Payout as a % of Target Bonus Upon Achievement of Absolute Adjusted TER Measure Hurdles (1) | | Less than 4% | — | | 4% | 50% | | 9% | 100% | | 14% | 200% |

  58. Annual Incentive Compensation

    (1)For fiscal year 2023, if absolute performance was between the threshold (4%) and target (9%) or between the target (9%) and maximum (14%), the performance level achieved was determined by applying linear interpolation to the performance interval. Actual incentive compensation earned under the Quantitative Component Absolute Hurdles was calculated by multiplying 37.5% by the product of the applicable payout percentage and target bonus. For the year ended December 31, 2023, our Adjusted TER was (12.8)%. As such, we failed to achieve the threshold Quantitative Component Absolute Measure Hurdle under the 2023 Annual Incentive Plan and thus, no incentive compensation was earned by our NEOs under this portion of the Quantitative Component.

  59. Annual Incentive Compensation

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  60. Annual Incentive Compensation

    Measuring Relative Performance for Adjusted TER: The ultimate amount of the payout under the Quantitative Component’s relative performance measure is contingent on our attaining relative performance hurdles for Adjusted TER for a performance period that commenced on October 1, 2022 and ran through September 30, 2023 based on the percentile ranking of our Adjusted TER against the Adjusted TER for the same performance period of an identified performance peer group of 19 mortgage REITs set forth in our 2023 PSU Agreement (“Quantitative Component Relative Hurdles”). See “Long-Term Equity Incentive Compensation” for more information regarding the composition of the identified performance peer group. The following table sets forth the Quantitative Component Relative Hurdles and corresponding incentive compensation payouts for each of our NEOs under the 2023 Annual Incentive Plan for the applicable performance period:

  61. Annual Incentive Compensation

    | Relative Adjusted TER Measure Hurdles | Payout as a % of Target Bonus Upon Achievement of Relative Adjusted TER Measure Hurdles (1) | | Less than 25% | — | | 25% | 50% | | 50% | 100% | | 75% | 200% |

  62. Annual Incentive Compensation

    (1)For the performance period, if performance is between the threshold (25%) and target (50%) or between the target (50%) and maximum (75%), the performance level achieved is determined by applying linear interpolation to the performance interval. Actual incentive compensation earned under the Quantitative Component Relative Hurdles was calculated by multiplying 37.5% by the product of the applicable payout percentage and target bonus. For the performance period, we ranked last against our identified performance peer group. As such, we failed to achieve the threshold Quantitative Component Relative Measure Hurdle under the 2023 Annual Incentive Plan and thus, no incentive compensation was earned by our NEOs under this portion of the Quantitative Component. Qualitative Component (Weighted 25%) The Qualitative Component is intended to allow individuals to earn the portion of annual incentive compensation subject to the Qualitative Component (i.e. 25% of such annual incentive compensation) based on the Compensation Committee’s evaluation of the individual’s strategic contributions that are accretive to long term stockholder value creation and, specifically, how the individual performed relative to such qualitative factors deemed relevant by the Compensation Committee for fiscal year 2023. Because specific quantified corporate financial performance measures for the annual performance period drive 75% of the possible payout under the 2023 Annual Incentive Plan and such performance is often the result of business and investment decisions made in years falling outside of the performance period as well as macroeconomic factors outside of an individual's control, the Compensation Committee believes the Qualitative Component under the 2023 Annual Incentive Plan should focus on an NEO’s contributions during 2023 to strategic objectives considered important to our mission, values and longer-term strategic goal of creating stockholder value and delivering long-term stable distributions to our stockholders over changing economic conditions, including leadership, employee retention, progress towards portfolio and financing objectives, various corporate initiatives and efforts relating to risk management and capital preservation, among others. For these reasons, the Compensation Committee believes that an evaluation of performance under the Qualitative Component should be distinct from performance under the Quantitative Component. Under the Qualitative Component, an NEO was eligible to receive annual incentive compensation equal to between 0% and 200% of their target bonus multiplied by 25%, which is the portion of annual incentive compensation subject to the Qualitative Component. Payout levels for each NEO at threshold, target and maximum performance under the Qualitative Component are set forth as follows:

  63. Annual Incentive Compensation

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  64. Annual Incentive Compensation

    | Qualitative Component Hurdles | Payout as a % of Target Bonus Upon Achievement of Qualitative Component Hurdles (1) | | Below Threshold | — | | Threshold | 50% | | Target | 100% | | Maximum | 200% |

  65. Annual Incentive Compensation

    (1)For fiscal year 2023, if performance is between the threshold and target or between the target and maximum, the performance level achieved is determined by applying linear interpolation to the performance interval. Actual incentive compensation earned under the Qualitative Component is calculated by multiplying 25% by the product of the applicable payout percentage and target bonus. Set forth in the table below is the payout for each of our NEOs based on the Compensation Committee's determination of the Qualitative Component of the 2023 Annual Incentive Plan. Under the Qualitative Component, the Compensation Committee determined that each of Messrs. Serrano and Mah and Ms. Nario-Eng achieved maximum performance under the Qualitative Component. Among other accomplishments, the Compensation Committee particularly recognized the leadership of each NEO in steering the Company through the volatile operating and financial environment that defined the 2023 performance period. The qualitative factors used by the Compensation Committee for fiscal year 2023 that drive long term stockholder value creation as well as the Compensation Committee's evaluation of each NEO's contributions with respect to such qualitative factors are described in more detail below.

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  67. Annual Incentive Compensation

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  68. Annual Incentive Compensation

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  69. Annual Incentive Compensation

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  70. Annual Incentive Compensation

    Total Compensation Earned and Paid Under the 2023 Annual Incentive Plan Our NEOs earned the following amounts of total cash incentive compensation in 2023 under the 2023 Annual Incentive Plan:

  71. Annual Incentive Compensation

    | Named Executive Officer | Incentive Compensation Earned Under Quantitative Component | Incentive Compensation Earned Under Qualitative Component | Total Incentive Compensation Earned in 2023 | % of Incentive Compensation Paid vs Target | % Change in Incentive Compensation Paid in 2023 vs 2022 | | Jason T. Serrano | $— | $1,093,750 | $1,093,750 | 50% | -34% | | Nicholas Mah | $— | $781,250 | $781,250 | 50% | N/A | | Kristine R. Nario-Eng | $— | $337,500 | $337,500 | 50% | -40% |

  72. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Following a review of our compensation programs in 2017, the Compensation Committee and our Board of Directors determined to add a long-term equity incentive component to our executive compensation program commencing in 2018. We believe that substantially all of our peer group companies maintain a long-term equity incentive program for its key executives. As part of its deliberations in determining whether to add a long-term equity incentive element, the Compensation Committee considered (i) market practices among our peer group, (ii) our existing compensation structure and its effectiveness, (iii) internal pay equity and (iv) the retention of key employees of our Company. The Compensation Committee concluded that the inclusion of a long-term equity award program in our overall compensation structure is necessary to help us create and maintain a market competitive executive compensation program that promotes the recruitment and retention of key employees and rewards employees for outperformance relative to a peer group over the longer-term. In April 2023, the Compensation Committee and our Board of Directors approved grants of PSUs (“2023 PSUs”) and RSUs (“2023 RSUs”) to our executive officers as part of our 2023 Long-Term EIP. A review of our target long-term equity incentive program against those of our peer group indicates that our long-term equity incentive compensation for each of our NEOs was well below the median of target long-term equity incentive compensation for similarly situated executives of our peer group. To remedy this and make our long-term equity incentive compensation and total compensation more competitive, the Compensation Committee determined to place greater emphasis on long-term equity incentive opportunities by increasing the target payout opportunity for each NEO under the 2023 Long-Term EIP. Under the 2023 Long-Term EIP, total compensation at target performance equals $2,625,000, $1,875,000 and $750,000 for Mr. Serrano, Mr. Mah and Ms. Nario-Eng, respectively, and is comprised 60% of 2023 PSUs and 40% of 2023 RSUs. The awards were issued pursuant to and are consistent with the terms and conditions of the 2017 Stock Plan. The 2023 PSU awards are subject to performance-based vesting under the 2017 Stock Plan pursuant to a form of PSU award agreement approved by the Compensation Committee and our Board of Directors (the “PSU Agreement”) in April 2023. The 2023 RSU awards are subject to time-based vesting under the 2017 Stock Plan pursuant to the form of RSU award agreement approved by the Compensation Committee and our Board of Directors (the “RSU Agreement”) in April 2023. The target number of 2023 PSUs and the number of 2023 RSUs subject to the awards granted to our NEOs are as follows:

  73. Long-Term Equity Incentive Compensation

    | Named Executive Officer | Target Number of 2023 PSUs | 2023 RSUs | | Jason T. Serrano | 153,808 | 102,539 | | Nicholas Mah | 109,863 | 73,242 | | Kristine R. Nario-Eng | 43,945 | 29,297 |

  74. Long-Term Equity Incentive Compensation

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  75. Long-Term Equity Incentive Compensation

    The Compensation Committee determined to set the payouts under the 2023 PSUs consistent with the minimum, target and maximum payouts under the 2023 Annual Incentive Plan, such that each of our NEOs could earn between 0% and 200% of his or her target award opportunity upon achievement of the respective performance hurdles in the PSU Agreement. The NEO’s right to receive settlement of the 2023 PSUs in amounts ranging from 0% to 200% of the target number of 2023 PSUs will vest and become earned and non-forfeitable based on the attainment of relative TSR hurdles, which include both share price appreciation and reinvestment of common stock dividends paid during the performance period that commenced on January 1, 2023 and runs through December 31, 2025 as measured against an identified performance peer group of 19 mortgage REITs (including us). The Compensation Committee has determined that TSR is the most appropriate method to measure management’s longer-term performance relative to our peers and helps to further align our management team's interests with those of our stockholders. Pursuant to the PSU Agreement, an awardee will be entitled to 50%, 100% and 200% of the target 2023 PSUs upon achievement of relative TSR at the 25th, 50th and 75th, respectively, percentile ranking among the identified performance peer group, which is consistent with the relative Adjusted TER hurdles under our 2023 Annual Incentive Plan. TSR for the Company and each member of the identified performance peer group will be determined by dividing (i) the sum of the cumulative amount of such entity’s dividends per share for the performance period and the arithmetic average per share volume weighted average price (the “VWAP”) of such entity’s common stock for the last thirty (30) consecutive trading days of the performance period minus the arithmetic average per share VWAP of such entity’s common stock for the last thirty (30) consecutive trading days immediately prior to the performance period by (ii) the arithmetic average per share VWAP of such entity’s common stock for the last thirty (30) consecutive trading days immediately prior to the performance period. Each 2023 PSU represents an unfunded promise to receive one share of our common stock once the performance condition has been satisfied. In addition, each 2023 PSU includes a corresponding dividend equivalent right ("DER"), which will remain outstanding from the date of grant until the earlier of the settlement or forfeiture of the 2023 PSU to which the DER corresponds. Each vested DER entitles the NEO to receive payments, subject to and in accordance with the 2017 Stock Plan and the PSU Agreement for such award, in an amount equal to any dividends paid by us in respect of the shares of common stock underlying the 2023 PSUs. The grant date fair value of the PSUs was determined, in accordance with FASB ASC Topic 718 at the time the grants were made, through a Monte-Carlo simulation of our common stock TSR and the common stock TSR of our identified performance peer companies to determine the relative TSR of our common stock over a future period of three years. For the PSUs granted in 2023, the inputs used by the model to determine the fair value are (i) historical stock price volatilities of our and our identified performance peer companies over the most recent three year period and correlation between each company's stock and the identified performance peer group over the same time series and (ii) a risk free rate for the period interpolated from the U.S. Treasury yield curve on grant date. Each 2023 RSU represents the right to receive one share of our common stock, subject to the terms of the RSU Agreement for the 2023 RSUs and the 2017 Stock Plan. The 2023 RSUs vest ratably on an annual basis over the three-year period from the date of grant. Unless and until the 2023 RSUs vest, the NEO will have no right to receive any shares or other payments in respect of the 2023 RSUs, except as otherwise specifically provided for in the 2017 Stock Plan or the RSU Agreement. In addition, each 2023 RSU includes a corresponding DER, which DER will remain outstanding from the date of grant until the earlier of the settlement or forfeiture of the 2023 RSU. Each vested DER entitles the NEO to receive payments, subject to and in accordance with the 2017 Stock Plan and the RSU Agreement for such award, in an amount equal to any dividends paid by us in respect of the shares of common stock underlying the 2023 RSUs.

  76. Long-Term Equity Incentive Compensation

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  77. Long-Term Equity Incentive Compensation

    For purposes of the 2023 PSUs, the "identified performance peer group" means:

  78. Long-Term Equity Incentive Compensation

    | AG Mortgage Investment Trust, Inc. | Great Ajax Corp. | | AGNC Investment Corp | Invesco Mortgage Capital Inc. | | Annaly Capital Management Inc. | MFA Financial, Inc. | | ARMOUR Residential REIT, Inc. | Orchid Island Capital, Inc. | | Cherry Hill Mortgage Investment Corporation | PennyMac Mortgage Investment Trust | | Chimera Investment Corporation | Ready Capital Corp. | | Dynex Capital, Inc. | Redwood Trust, Inc. | | Ellington Financial Inc. | Rithm Capital Corp | | Ellington Residential Mortgage REIT | Two Harbors Investment Corp. |

  79. Long-Term Equity Incentive Compensation

    For information regarding the various forfeiture and vesting provisions under the form of PSU Agreement governing the 2023 PSUs and the form of RSU Agreement governing the 2023 RSUs, see “—Executive Compensation Information—Other Compensation Arrangements.”

  80. Other Executive Compensation Program Features for 2023

    Other Executive Compensation Program Features for 2023 Benefits Benefits are also established based upon a determination of what is needed to aid in attracting and retaining executive talent, as well as providing long-term financial security to our employees and their families. Our NEOs are eligible to participate in our health, dental and vision plans, and various insurance plans, including disability and life insurance, and in our 401(k) plan. The primary benefits for our NEOs are receipt of dividends on all unvested restricted stock awards. Severance Benefits Payable Upon Termination of Employment or a Change in Control In order to achieve our compensation objective of attracting, retaining and motivating qualified senior executives, we believe that we need to provide our executive officers with severance protections that are consistent with the severance protections offered by companies similar to us. Consistent with this philosophy, we believe that severance should be payable to our executive officers in the event his or her employment is terminated under certain circumstances. Each of our NEOs is subject to an employment agreement. For more information regarding the terms of these agreements, see “—Other Compensation Arrangements—Employment Agreements" and "—Other Compensation Arrangements—Change in Control Agreements.” The terms of these agreements are considered annually by the Compensation Committee.

  81. Other Executive Compensation Program Features for 2023

    Elements of Cash Compensation Paid to and Equity Awards Vested in NEOs During 2023 The following table summarizes the various elements of cash compensation paid to our NEOs and equity awards in which our NEOs vested during 2023, some of which were granted in prior years. Due to the SEC’s reporting requirements, the information set forth in the table below may not correspond with the amounts included in the “Summary Compensation Table” below or in "Compensation Actually Paid" column under the "Pay Versus Performance Table" below. However, because we utilize PSUs that may or may not be earned in the future and other equity awards that vest, in most cases, ratably over a three year period and thus remain subject to forfeiture, we believe the following summary may be a more accurate reflection of the actual annual compensation received by our NEOs over time (based on cash received combined with the value of equity awards that become vested and non-forfeitable by their terms during the year).

  82. Other Executive Compensation Program Features for 2023

    | NEO | 2023 Base Salary | 2023 Annual Incentive Plan (Cash) (1) | 2022 Annual Incentive Plan (Restricted Stock Vested) (2) | 2021 Annual Incentive Plan (Restricted Stock Vested) (2) | 2020 Annual Incentive Plan (Restricted Stock Vested) (2) | 2021 Long-Term EIP (PSUs Earned) (3) | 2022 Long-Term EIP (RSUs Vested) (3) | 2021 Long-Term EIP (RSUs Vested) (3) | 2020 Long-Term EIP (RSUs Vested) (3) | All Other Compensation (4) | Total Cash Compensation Paid and Equity Vested During 2023 (5) | | Jason T. Serrano | $875,000 | $1,093,750 | $181,247 | $121,335 | $218,403 | $732,019 | $126,164 | $115,628 | $68,485 | $565,339 | $4,097,370 | | Nicholas Mah | $625,000 | $781,250 | $144,142 | $80,890 | $145,603 | $488,018 | $76,465 | $77,084 | $45,658 | $371,888 | $2,835,998 | | Kristine R. Nario-Eng | $500,000 | $337,500 | $54,452 | $45,500 | $41,598 | $274,504 | $43,011 | $43,361 | $25,682 | $199,781 | $1,565,389 | | Nathan R. Reese (6) | $233,333(6) | $— | $25,091 | $6,739 | $41,598 | $— | $38,234 | $38,543 | $22,828 | $760,322 | $1,166,688 |

  83. Summary Compensation Table

    Summary Compensation Table The following tables should be read in conjunction with the related footnotes set forth below, the information under the caption “Compensation Discussion and Analysis” beginning on page 47 and the information under the caption “—Other Compensation Arrangements.” We summarize below the compensation information for the fiscal years ended December 31, 2023, 2022 and 2021, as applicable, for each of Messrs. Serrano and Reese and Ms. Nario-Eng. Mr. Mah was named President of the Company effective January 1, 2023, and as such, only information for the year ended December 31, 2023 is presented for Mr. Mah. Mr. Reese ceased serving as Chief Operating Officer in April 2023. For the year ended December 31, 2022, Mr. Serrano served as our Chief Executive Officer and President. For the year ended December 31, 2021, Mr. Serrano served in the role of President.

  84. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Cash Bonus (1) | Non-Equity Incentive Plan Compensation(1) | Stock Awards(1)(2) (3) | All Other Compensation(4) | Total | | Jason T. Serrano | 2023 | $875,000 | $— | $1,093,750 | $3,112,565 | $565,339 | $5,646,654 | | Chief Executive Officer | 2022 | $825,000 | $500,000 | $742,500 | $2,397,554 | $305,277 | $4,770,331 | | | 2021 | $750,000 | $— | $974,775 | $2,641,212 | $168,288 | $4,534,275 | | Nicholas Mah | 2023 | $625,000 | $— | $781,250 | $2,223,263 | $371,888 | $4,001,401 | | President | | | | | | | | | Kristine R. Nario-Eng | 2023 | $500,000 | $— | $337,500 | $889,302 | $199,781 | $1,926,583 | | Chief Financial Officer | 2022 | $450,000 | $240,250 | $253,125 | $747,550 | $98,530 | $1,789,455 | | and Secretary | 2021 | $450,000 | $— | $482,962 | $943,345 | $29,960 | $1,906,267 | | Nathan R. Reese | 2023 | $233,333(5) | $— | $— | $— | $760,322 | $993,655 | | Former Chief Operating | 2022 | $400,000 | $— | $112,500 | $615,548 | $71,790 | $1,199,838 | | Officer and Secretary | 2021 | $400,000 | $— | $385,550 | $757,277 | $18,663 | $1,561,490 |

  85. Summary Compensation Table

    (1)Amounts represent annual cash incentive compensation earned under the annual incentive compensation plan for each applicable fiscal year. For a description of the formula used to calculate the amounts payable under the annual incentive compensation plan for each applicable fiscal year, see “—Compensation Discussion and Analysis—Executive Compensation Program Components for 2023 — Annual Incentive Compensation.” The material terms of the annual incentive compensation plan for 2022 and 2021 are substantially similar to the terms of the 2023 Annual Incentive Plan, except as described in “—Compensation Discussion and Analysis—Executive Compensation Program Components for 2023 —Annual Incentive Compensation—” and in our 2023 and 2022 proxy statements filed with the SEC. In accordance with the 2023 Annual Incentive Plan, for fiscal year 2023, Mr. Serrano, Mr. Mah and Ms. Nario-Eng received total annual incentive compensation of $1,093,750, $781,250 and $337,500, respectively, all of which was paid in cash to each respective NEO.

  86. Summary Compensation Table

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  87. Summary Compensation Table

    (2)The amounts in this column include the grant date fair value of the restricted stock awards, RSU awards and PSU awards computed in accordance with FASB ASC Topic 718. See table below for shares of restricted stock granted to each NEO in accordance with the annual incentive plans in effect for the years ended December 31, 2022 (January 27, 2023 grant date) and December 31, 2021 (January 27, 2022 grant date).

  88. Summary Compensation Table

    | | Number of Shares of Restricted Stock on Grant Date (a) | | | Named Executive Officer | January 27, 2023 | January 27, 2022 | | Jason T. Serrano | 32,969 | 43,992 | | Kristine R. Nario-Eng | 5,592 | 13,216 | | Nathan R. Reese | 1,011 | 6,089 |

  89. Summary Compensation Table

    (a) For a description of the formula used and other considerations taken into account by the Compensation Committee to calculate the amounts payable under the annual incentive plan for each applicable fiscal year, in cash and restricted stock, see “—Compensation Discussion and Analysis—Executive Compensation Program Components for 2023—Annual Incentive Compensation” and in our 2023 and 2022 proxy statements filed with the SEC. Because, in the case of the restricted stock issued pursuant to the annual incentive plan for the applicable year, the size of the awards were determined by the Compensation Committee as part of our NEOs' compensation for each person’s individual performance and our performance in the respective years ended December 31, 2022 and 2021, we have included these restricted stock awards in our NEOs' compensation for such year even though they were issued in January of the subsequent year. Pursuant to the terms of the restricted stock award agreements, one-third of the shares awarded as part of the grants will vest and become non-forfeitable on each of the first three anniversaries of the date of grant. All shares issued to our NEOs as disclosed were issued under the 2017 Stock Plan. The fair values of RSU and PSU awards for the years ended December 31, 2023, 2022 and 2021, respectively, are shown in the table below.

  90. Summary Compensation Table

    | | 2023 | | 2022 | | 2021 | | | Named Executive Officer | RSUs | PSUs (a) | RSUs | PSUs (a) | RSUs | PSUs (a) | | Jason T. Serrano | $1,050,000 | $2,062,565 | $550,000 | $1,440,054 | $500,000 | $1,509,487 | | Nicholas Mah | $750,000 | $1,473,263 | $— | $— | $— | $— | | Kristine R. Nario-Eng | $300,000 | $589,302 | $187,500 | $490,925 | $187,500 | $566,057 | | Nathan R. Reese | $— | $— | $166,667 | $436,831 | $166,667 | $503,160 |

  91. Summary Compensation Table

    (a)The grant date fair value of the PSUs are based on a Monte Carlo simulation value as of the applicable grant date. See “—Compensation Discussion and Analysis—Executive Compensation Program Components for 2023—Long-Term Equity Incentive Compensation” for additional information about the PSUs.

  92. Summary Compensation Table

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  93. Summary Compensation Table

    (3)See table below for the target number of PSUs and the number of RSUs granted to each NEO in the years ended December 31, 2023, 2022 and 2021 in accordance with the 2023 Long-Term EIP, the 2022 Long-Term EIP and the 2021 Long-Term EIP, respectively.

  94. Summary Compensation Table

    | Named Executive Officer | Target Number of 2023 PSUs | 2023 RSUs | Target Number of 2022 PSUs | 2022 RSUs | Target Number of 2021 PSUs | 2021 RSUs | | Jason T. Serrano | 153,808 | 102,539 | 73,924 | 36,962 | 67,750 | 33,875 | | Nicholas Mah | 109,863 | 73,242 | — | — | — | — | | Kristine R. Nario-Eng | 43,945 | 29,297 | 25,201 | 12,600 | 25,406 | 12,703 | | Nathan R. Reese | — | — | 22,401 | 11,201 | 22,583 | 11,291 |

  95. Summary Compensation Table

    (4)Cash dividends paid on unvested restricted common stock and payments made upon settlement of vested DERs related to vesting of related RSUs and PSUs, which are included in “All Other Compensation,” are based on the same dividend rate per share as the dividends on our common stock. All other compensation includes:

  96. Summary Compensation Table

    | | 2023 | | | | | | Named Executive Officer | Dividends on Outstanding and Unvested Restricted Stock | Settlement of Vested DERs | Consulting Payments | 401(k) Employer Contribution | Total All Other Compensation | | Jason T. Serrano | $104,475 | $460,864 | $— | $— | $565,339 | | Nicholas Mah | $65,841 | $306,047 | $— | $— | $371,888 | | Kristine R. Nario-Eng | $27,633 | $172,148 | $— | $— | $199,781 | | Nathan R. Reese | $8,120 | $27,158 | $725,044 | $— | $760,322 |

  97. Summary Compensation Table

    | | 2022 | | | | | | Named Executive Officer | Dividends on Outstanding and Unvested Restricted Stock | Settlement of Vested DERs | Supplemental Disability Insurance Policy Premium | 401(k) Employer Contribution | Total All Other Compensation | | Jason T. Serrano | $138,869 | $166,408 | $— | $— | $305,277 | | Kristine R. Nario-Eng | $36,127 | $62,403 | $— | $— | $98,530 | | Nathan R. Reese | $16,320 | $55,470 | $— | $— | $71,790 |

  98. Summary Compensation Table

    | | 2021 | | | | | | Named Executive Officer | Dividends on Outstanding and Unvested Restricted Stock | Settlement of Vested DERs | Supplemental Disability Insurance Policy Premium | 401(k) Employer Contribution | Total All Other Compensation | | Jason T. Serrano | $162,269 | $6,019 | $— | $— | $168,288 | | Kristine R. Nario-Eng | $27,703 | $2,257 | $— | $— | $29,960 | | Nathan R. Reese | $16,656 | $2,007 | $— | $— | $18,663 |

  99. Summary Compensation Table

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  100. Summary Compensation Table

    (5)Represents the pro-rated amount of Mr. Reese's annual base salary that was paid to him for the period January 1, 2023 to July 31, 2023 (in accordance with the Reese Consulting Agreement).

  101. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding plan-based awards to our NEOs during the fiscal year ended December 31, 2023. See the information under the caption “—Other Compensation Arrangements” for information regarding the acceleration of vesting and payment of these awards in certain circumstances.

  102. Grants of Plan-Based Awards

    | Name | Type of Award (1) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (2) | Grant Date Fair Value of Stock and Option Awards (3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | ($) | | Jason T. Serrano | RSA | 1/27/2023 | — | — | — | — | — | — | 32,969 | $407,500 | | | AIP | 4/25/2023(4) | — | — | $4,375,000(5) | — | — | — | — | — | | | PSU | 4/25/2023 | — | — | — | 76,904 | 153,808 | 307,616 | — | $2,062,565(6) | | | RSU | 4/25/2023 | — | — | — | — | — | — | 102,539 | $1,050,000 | | Nicholas Mah | RSA | 1/27/2023 | — | — | — | — | — | — | 12,136 | $150,000 | | | AIP | 4/25/2023(4) | — | — | $3,125,000(5) | — | — | — | — | — | | | PSU | 4/25/2023 | — | — | — | 54,932 | 109,863 | 219,726 | — | $1,473,263(6) | | | RSU | 4/25/2023 | — | — | — | — | — | — | 73,242 | $750,000 | | Kristine R. Nario-Eng | RSA | 1/27/2023 | — | — | — | — | — | — | 5,592 | $69,125 | | | AIP | 4/25/2023(4) | — | — | $1,350,000(5) | — | — | — | — | — | | | PSU | 4/25/2023 | — | — | — | 21,973 | 43,945 | 87,890 | — | $589,302(6) | | | RSU | 4/25/2023 | — | — | — | — | — | — | 29,297 | $300,000 |

  103. Grants of Plan-Based Awards

    (1)RSA refers to restricted stock awards. PSU refers to performance stock units. RSU refers to restricted stock units. AIP refers to 2023 Annual Incentive Plan awards.

  104. Grants of Plan-Based Awards

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  105. Grants of Plan-Based Awards

    (2)RSA awards represent restricted stock awards issued as part of our NEOs’ 2022 compensation package under the 2022 Annual Incentive Plan on January 27, 2023, which vest as follows: one third vested on January 27, 2024, one third will vest on January 27, 2025 and the final one-third will vest on January 27, 2026. RSU represents awards of restricted stock units granted under the 2023 Long-Term EIP, which vest as follows: one third vested on January 1, 2024, one third will vest on January 1, 2025 and the final one-third will vest on January 1, 2026. (3)See footnote (2) under the “Summary Compensation Table” for information on how the grant date fair value for RSA, RSU and PSU grants made in 2023 are determined. (4)Represents the non-equity incentive plan awards granted under the 2023 Annual Incentive Plan. See “—Compensation Discussion and Analysis—Executive Compensation Program Components for 2023—Annual Incentive Compensation” above. The 2023 Annual Incentive Plan is comprised of two parts: a quantitative component and a qualitative component. The 2023 Annual Incentive Plan provides for no minimum award or guaranteed payment and rewards participants if (i) Absolute Adjusted TER exceeds various hurdles between 4% and 14%, (ii) Relative Adjusted TER exceeds various hurdles between 25% and 75% and (iii) the participant's qualitative component exceeds zero. Incentive compensation under the 2023 Annual Incentive Plan is paid in cash. We have included 100% of the maximum award payable under the 2023 Annual Incentive Plan in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column above. (5)Each of our NEOs' compensation under the 2023 Annual Incentive Plan was weighted 75% based on performance under the quantitative component and 25% under the qualitative component. See “—Compensation Discussion and Analysis—Executive Compensation Program Components for 2023— Annual Incentive Compensation” above for a description of the hurdles and payout amounts applicable to these individuals under the 2023 Annual Incentive Plan. (6)The PSU awards granted during the year ended December 31, 2023, may be earned (or not) based upon our three-year TSR performance as measured against the identified performance peer group of comparable companies for a performance period that commenced on January 1, 2023 and ends on December 31, 2025. Pursuant to these PSU awards, our NEOs are eligible to receive threshold, target and maximum payouts of 50%, 100% and 200%, respectively, of the respective target amount of PSUs awarded. In order to achieve threshold, target and maximum payouts under the PSUs, our TSR performance relative to the identified performance peer group over the performance period must rank at or above the 25th percentile, 50th percentile or 75th percentile, respectively. If our TSR over the performance period ranks below the threshold performance level, all of the PSUs will be forfeited.

  106. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information about outstanding equity awards of our NEOs as of December 31, 2023.

  107. Outstanding Equity Awards at Fiscal Year End

    | Named Executive Officer | Number of Shares or Units of Stock That Have Not Vested (1) (4) | Market Value of Shares or Units of Stock That Have Not Vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) | | Jason T. Serrano (4) | 210,585 | $1,796,290 | 227,732 | $1,942,554 | | Nicholas Mah (5) | 137,707 | $1,174,641 | 154,665 | $1,319,292 | | Kristine R. Nario-Eng (6) | 60,016 | $511,936 | 69,146 | $589,815 |

  108. Outstanding Equity Awards at Fiscal Year End

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  109. Outstanding Equity Awards at Fiscal Year End

    (1)Table below details grants to NEOs as part of compensation packages, the number of shares or units that have not vested as of December 31, 2023 and the future vesting schedule (provided the NEO remains employed by us as of such dates).

  110. Outstanding Equity Awards at Fiscal Year End

    | | | | | Vesting Schedule | | | | | | | Named Executive Officer/Award Type (a) | Grant Date | Grant Amount | Number of Shares or Units of Stock that Have Not Vested | Vest Date | Vest Amount | Vest Date | Vest Amount | Vest Date | Vest Amount | | Jason T. Serrano | | | | | | | | | | | RSA | January 27, 2021 | 29,450 | 9,817 | January 27, 2024 | 9,817 | — | — | — | — | | RSA | January 27, 2022 | 43,992 | 29,328 | January 27, 2024 | 14,664 | January 27, 2025 | 14,664 | — | — | | RSA | January 27, 2023 | 32,969 | 32,969 | January 27, 2024 | 10,990 | January 27, 2025 | 10,990 | January 27, 2026 | 10,989 | | RSU | January 1, 2021 | 33,875 | 11,291 | January 1, 2024 | 11,291 | — | — | — | — | | RSU | January 27, 2022 | 36,962 | 24,641 | January 1, 2024 | 12,321 | January 1, 2025 | 12,320 | — | — | | RSU | April 25, 2023 | 102,539 | 102,539 | January 1, 2024 | 34,180 | January 1, 2025 | 34,180 | January 1, 2026 | 34,179 | | | | | 210,585 | | | | | | | | Nicholas Mah | | | | | | | | | | | RSA | January 27, 2021 | 19,633 | 6,544 | January 27, 2024 | 6,544 | — | — | — | — | | RSA | January 27, 2022 | 34,986 | 23,324 | January 27, 2024 | 11,662 | January 27, 2025 | 11,662 | — | — | | RSA | January 27, 2023 | 12,136 | 12,136 | January 27, 2024 | 4,046 | January 27, 2025 | 4,045 | January 27, 2026 | 4,045 | | RSU | January 1, 2021 | 22,583 | 7,527 | January 1, 2024 | 7,527 | — | — | — | — | | RSU | January 27, 2022 | 22,401 | 14,934 | January 1, 2024 | 7,467 | January 1, 2025 | 7,467 | — | — | | RSU | April 25, 2023 | 73,242 | 73,242 | January 1, 2024 | 24,414 | January 1, 2025 | 24,414 | January 1, 2026 | 24,414 | | | | | 137,707 | | | | | | | | Kristine R. Nario-Eng | | | | | | | | | | | RSA | January 27, 2021 | 11,044 | 3,682 | January 27, 2024 | 3,682 | — | — | — | — | | RSA | January 27, 2022 | 13,216 | 8,811 | January 27, 2024 | 4,406 | January 27, 2025 | 4,405 | — | — | | RSA | January 27, 2023 | 5,592 | 5,592 | January 27, 2024 | 1,864 | January 27, 2025 | 1,864 | January 27, 2026 | 1,864 | | RSU | January 1, 2021 | 12,703 | 4,234 | January 1, 2024 | 4,234 | — | — | — | — | | RSU | January 27, 2022 | 12,600 | 8,400 | January 1, 2024 | 4,200 | January 1, 2025 | 4,200 | — | — | | RSU | April 25, 2023 | 29,297 | 29,297 | January 1, 2024 | 9,766 | January 1, 2025 | 9,766 | January 1, 2026 | 9,765 | | | | | 60,016 | | | | | | |

  111. Outstanding Equity Awards at Fiscal Year End

    (a)RSA refers to restricted stock awards. RSU refers to restricted stock units. (2)Value is determined by multiplying the number of unvested shares of restricted stock or shares of common stock underlying unvested RSUs or PSUs, as the case may be, by $8.53, the closing sale price for our common stock on December 29, 2023, the last trading day of the 2023 fiscal year. (3)Represents, as of December 31, 2023, shares of common stock underlying the unearned PSUs granted to our NEOs on April 25, 2023 and January 27, 2022 at target performance levels. See "—Other Compensation Arrangements" for information regarding the various forfeiture and vesting provisions under the form of award agreements for our equity awards. (4)See the information under the caption “—Other Compensation Arrangements” for information regarding the acceleration of vesting and payment of these restricted shares, PSUs and RSUs in certain circumstances.

  112. Outstanding Equity Awards at Fiscal Year End

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  113. Vested Equity Awards

    | Name | Number of Shares of Common Stock Vested | 2021 Target PSUs | | Jason T. Serrano | 85,817 | 67,750 | | Nicholas Mah | 57,212 | 45,167 | | Kristine R. Nario-Eng | 32,181 | 25,406 |

  114. CEO Compensation Pay Ratio

    CEO Compensation Pay Ratio We believe our executive compensation program must be internally consistent and equitable to motivate our employees to create stockholder value. As such, we annually monitor the relationship between the compensation of our executive officers and the compensation of our non-managerial employees. For 2023, the annual total compensation of Mr. Serrano, our Chief Executive Officer, of $5,646,654, as shown in the Summary Compensation Table (the “CEO Compensation”), was approximately 28.31 times the annual total compensation of our median employee calculated in the same manner of $199,490. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and the CEO Compensation, we took the following steps: •We determined that, as of December 31, 2023, our employee population, excluding our Chief Executive Officer, consisted of 78 individuals. We did not have part-time, temporary or seasonal employees as of December 31, 2023. If any permanent employee was employed for less than the full fiscal year, we annualized such employee's total compensation. •We used a consistently applied compensation measure to identify our median employee of comparing the annual base salary, incentive award (including restricted shares earned as part of an incentive award), bonus and any dividends paid on restricted shares for the year ended December 31, 2023.

  115. CEO Compensation Pay Ratio

    | 80 | |

  116. CEO Compensation Pay Ratio

    •We identified our median employee by consistently applying this compensation measure to all of our employees, excluding our Chief Executive Officer. Since all of our employees, including our Chief Executive Officer, are located in the United States, we did not make any cost of living adjustments in identifying the median employee. •After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2023 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $199,490. •With respect to the annual total compensation of our Chief Executive Officer, we used the amount calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and reported in the “Total” column of the Summary Compensation Table included in this proxy statement and incorporated by reference in Item 11 of Part III of our 2023 Annual Report.

  117. Pay Versus Performance Table

    Pay Versus Performance Table The following table should be read in conjunction with the related footnotes set forth below and the information under the captions “Compensation Discussion and Analysis” beginning on page 47 and “Executive Compensation—Summary Compensation Table” on page 74. We summarize below the pay versus performance information for the fiscal year ended December 31, 2023 for each of Messrs. Serrano, Mah and Reese and Ms. Nario-Eng and for the fiscal years ended December 31, 2022, 2021, 2020 and 2019 for each of Messrs. Mumma, Serrano and Reese and Ms. Nario-Eng.

  118. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (3) (4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net (Loss) Income Attributable to Company's Common Stockholders ($ in Thousands) | Economic Return on Adjusted Book Value (7) | | 2023 | $5,646,654 | $3,503,505 | $2,307,213 | $1,263,951 | $63.85 | $96.48 | $(90,035) | (12.8)% | | 2022 | $4,770,331 | $3,545,666 | $1,539,435 | $956,995 | $67.38 | $83.64 | $(340,577) | (7.4)% | | 2021 | $5,384,052 | $4,233,385 | $2,667,344 | $2,145,690 | $85.05 | $113.97 | $144,176 | 8.7% | | 2020 | $4,320,874 | $1,243,566 | $2,110,067 | $1,063,478 | $76.86 | $98.56 | $(329,696) | (14.5)% | | 2019 | $4,968,870 | $6,436,416 | $2,574,041 | $2,624,620 | $120.31 | $121.33 | $144,835 | 16.9% |

  119. Pay Versus Performance Table

    (1)Amounts include compensation paid to Mr. Serrano as Chief Executive Officer for the year ended December 31, 2023 and as Chief Executive Officer and President for the year ended December 31, 2022 and to Mr. Mumma as Chief Executive Officer for the years ended December 31, 2019 through December 31, 2021. Mr. Mumma served as our Executive Chairman for the year ended December 31, 2022. (2)The following table reconciles Summary Compensation Table Total to Compensation Actually Paid for our PEO for the years ended December 31, 2023, 2022, 2021, 2020 and 2019:

  120. Pay Versus Performance Table

    | 81 | |

  121. Pay Versus Performance Table

    | | 2023 | 2022 | 2021 | 2020 | 2019 | | Reported Summary Compensation Table Total | $5,646,654 | $4,770,331 | $5,384,052 | $4,320,874 | $4,968,870 | | Adjustments: | | | | | | | Deduction for amounts reported under the Stock Awards Column of Summary Compensation Table | (3,112,565) | (2,397,554) | (3,169,451) | (2,511,426) | (2,777,717) | | Increase for fair value at year-end of awards granted during year that remain unvested as of year-end | 2,074,360 | 2,020,131 | 3,377,393 | 1,903,641 | 3,340,950 | | (Deduction) increase for change in fair value of awards granted in prior years that are outstanding and unvested as of year-end | (586,166) | (822,869) | (705,433) | (1,184,365) | 863,361 | | (Deduction) increase for change in fair value from prior year-end to vesting date of awards granted in prior years that vested during the year | (518,778) | (24,373) | (653,176) | (1,285,158) | 40,952 | | Total Adjustments | (2,143,149) | (1,224,665) | (1,150,667) | (3,077,308) | 1,467,546 | | Compensation Actually Paid | $3,503,505 | $3,545,666 | $4,233,385 | $1,243,566 | $6,436,416 |

  122. Pay Versus Performance Table

    (3)Amounts include compensation paid to Messrs. Mah and Reese and Ms. Nario-Eng for the year ended December 31, 2023, Messrs. Mumma and Reese and Ms. Nario-Eng for the year ended December 31, 2022 and to Messrs. Serrano and Reese and Ms. Nario-Eng for the years ended December 31, 2019 through December 31, 2021. Mr. Mah became an NEO on January 1, 2023. (4)The following table reconciles Average Summary Compensation Table Total to Average Compensation Actually Paid for our non-PEOs for the years ended December 31, 2023, 2022, 2021, 2020 and 2019:

  123. Pay Versus Performance Table

    | | 2023 | 2022 | 2021 | 2020 | 2019 | | Reported Average Summary Compensation Table Total | $2,307,213 | $1,539,435 | $2,667,344 | $2,110,067 | $2,574,041 | | Adjustments: | | | | | | | Deduction for amounts reported under the Stock Awards Column of Summary Compensation Table | (1,037,522) | (474,366) | (1,447,278) | (1,150,102) | (1,468,061) | | Increase for fair value at year-end of awards granted during year that remain unvested as of year-end | 691,453 | 383,690 | 1,543,897 | 863,102 | 1,357,383 | | (Deduction) increase for change in fair value of awards granted in prior years that are outstanding and unvested as of year-end | (180,960) | (433,587) | (334,265) | (544,555) | 157,789 | | (Deduction) increase for change in fair value from prior year-end to vesting date of awards granted in prior years that vested during the year | (177,659) | (58,177) | (284,008) | (215,034) | 3,468 | | Deduction for fair value at prior year-end of awards granted in prior years that failed to meet the applicable vesting conditions | (338,574) | — | — | — | — | | Total Adjustments | (1,043,262) | (582,440) | (521,654) | (1,046,589) | 50,579 | | Average Compensation Actually Paid | $1,263,951 | $956,995 | $2,145,690 | $1,063,478 | $2,624,620 |

  124. Pay Versus Performance Table

    (5)Total Shareholder Return and Peer Group Total Shareholder Return assumes $100 invested at December 31, 2018. (6)Peer Group referenced for purpose of the Total Stockholder Return comparison consists of the FTSE National Association of Real Estate Investment Trusts Mortgage REIT Index.

  125. Pay Versus Performance Table

    | 82 | |

  126. Pay Versus Performance Table

    (7)Economic return on adjusted book value is based on the periodic change in adjusted book value per common share, a non-GAAP financial measure, plus dividends declared per common share, if any, during the period. Adjusted book value represents a non-GAAP financial measure. See Annex A -"Non-GAAP Financial Measures" for a reconciliation of GAAP book value to adjusted book value.

  127. Pension Benefits

    Pension Benefits We do not currently sponsor or maintain any plans that provide for specified retirement payments or benefits, such as tax-qualified defined benefit plans or supplemental executive retirement plans, for our NEOs.

  128. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not currently sponsor or maintain any plans that provide for defined contribution or other deferrals of compensation on a basis that is not tax-qualified for our NEOs.

  129. Other Compensation Arrangements

    | Name | Salary | Bonus | Stock Awards (2) | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation (3) | Benefits (4) | Total | | Jason T. Serrano | $— | $— | $3,738,844 | $— | $— | $5,006,500 | $41,105 | $8,786,449 | | Nicholas Mah | $— | $— | $2,493,933 | $— | $— | $3,361,125 | $41,105 | $5,896,163 | | Kristine R. Nario-Eng | $— | $— | $1,101,751 | $— | $— | $1,117,625 | $41,105 | $2,260,481 |

  130. Other Compensation Arrangements

    | Name | Salary | Bonus | Stock Awards (1) | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Benefits (2) | Total | | Jason T. Serrano | $— | $— | $3,738,844 | $— | $— | $— | $41,105 | $3,779,949 | | Nicholas Mah | $— | $— | $2,493,933 | $— | $— | $— | $41,105 | $2,535,038 | | Kristine R. Nario-Eng | $— | $— | $1,101,751 | $— | $— | $— | $41,105 | $1,142,856 |

  131. Other Compensation Arrangements

    | Name | Salary | Bonus | Stock Awards (1) | Option Awards | Non-Equity Incentive Plan Compensation (2) | All Other Compensation | Benefits (3) | Total | | Jason T. Serrano | $875,000 | $— | $3,738,844 | $— | $2,187,500 | $— | $23,613 | $6,824,957 | | Nicholas Mah | $625,000 | $— | $2,493,933 | $— | $1,562,500 | $— | $23,613 | $4,705,046 | | Kristine R. Nario-Eng | $500,000 | $— | $1,101,751 | $— | $675,000 | $— | $23,613 | $2,300,364 |

  132. Other Compensation Arrangements

    | Name | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Benefits | Total | | Jason T. Serrano | $— | $— | $— | $— | $— | $— | $— | $— | | Nicholas Mah | $— | $— | $— | $— | $— | $— | $— | $— | | Kristine R. Nario-Eng | $— | $— | $— | $— | $— | $— | $— | $— |