DEF 14A of TPG Mortgage Investment Trust, Inc.
Filed Mar 19, 20240001514281-24-000049
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our Board currently consists of eight members, including six directors that meet the independence standards of the NYSE. Our Nominating and Corporate Governance Committee analyzes the composition of our Board each year. In connection with this review, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, nominated the following eight individuals to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified: Debra Hess, T.J. Durkin, Dianne Hurley, Matthew Jozoff, Peter Linneman, M. Christian Mitchell, Lisa G. Quateman and Nicholas Smith (each a “Nominee,” and, collectively, the “Nominees”). All of the Nominees currently serve on the Board and were elected by the stockholders at the 2023 annual meeting of stockholders, except for Mr. Mitchell and Ms. Quateman. In August 2023, the Company announced it would acquire Western Asset Mortgage Capital Corporation (“WMC”), a publicly traded REIT that pursued a residential mortgage strategy, and entered into a merger agreement (the “Merger Agreement”) with WMC. Pursuant to the Merger Agreement and concurrently with the closing of the WMC acquisition, our Board increased the size of the Board from six to eight members and appointed Mr. Mitchell and Ms. Quateman as new independent directors to fill the vacancies created by the increase, effective December 6, 2023. The Company further agreed to nominate each of Mr. Mitchell and Ms. Quateman to the Board at the Annual Meeting. The Board anticipates that, if elected, each Nominee will serve as a director. However, if any Nominee is unable to accept election, the proxies will be voted for the election of such other person or persons as the Board may recommend, unless the Board determines to reduce the number of directors or to leave a vacant seat on our Board in accordance with the Company’s charter and bylaws. RECOMMENDATION OF THE BOARD: THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS. The voting requirements for this proposal are described above in the “General Information About the Annual Meeting and Voting” section of this Proxy Statement.
DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
Information Regarding Director Nominees
Information Regarding Director Nominees We believe that all of the Nominees are intelligent, collegial, insightful, proactive with respect to management and risk oversight, diligent and exercise good judgment. The biographical descriptions below set forth certain information with respect to each Nominee for election as a director at the Annual Meeting, including the age of each Nominee as of the date of this Proxy Statement, and the experience, qualifications, attributes or skills of each Nominee that led us to conclude that such person should serve as a director.
Information Regarding Director Nominees
| Debra Hess Non-Executive Chair of the Board Independent Director since 2018 Age: 59 Committees: - Audit - Compensation - Nominating and Corporate Governance (Chair) | Ms. Hess served as Chief Financial Officer of NorthStar Asset Management Group Inc. (NYSE: NSAM) (“NorthStar”) from July 2014 until January 2017, when NorthStar merged with Colony Capital, Inc. (NYSE: CLNY) (“Colony Capital”), which is now known as DigitalBridge Group, Inc. (NYSE: DBRG). Ms. Hess had also served as Chief Financial Officer of NorthStar Realty Finance Corp. (NYSE: NRF) (“NRF”) from July 2011 to January 2017, when NRF merged with Colony Capital. During her tenure at NorthStar until August 2015, Ms. Hess served as Chief Financial Officer of NorthStar’s non-traded companies. Ms. Hess also served as Interim Chief Financial Officer of NorthStar Realty Europe Corp. (NYSE: NRE) from June 2015 to November 2015. Prior to joining NorthStar, Ms. Hess served as Chief Financial Officer of H/2 Capital Partners, where she was employed from August 2008 to June 2011. From March 2003 to July 2008, Ms. Hess was a managing director at Fortress Investment Group, where she also served as Chief Financial Officer of Newcastle Investment Corp., a Fortress portfolio company and a NYSE-listed alternative investment manager. From 1993 to 2003, Ms. Hess served in various positions at Goldman, Sachs & Co., including as Vice President in Goldman Sachs’ Principal Finance Group and as a Manager of Financial Reporting in Goldman Sachs’ Finance Division. Prior to 1993, Ms. Hess was employed by the Chemical Banking Corporation in the corporate credit policy group and by Arthur Andersen & Company as a supervisory senior auditor. Ms. Hess currently serves on the board of directors, including as chair of its audit committee, of Radian Group Inc. where she became chair of the Audit Committee in January 2022 (NYSE: RDN), and on the board of directors of CenterPoint Properties Trust where she is the chair of the Audit Committee. Ms. Hess holds a Bachelor of Science in Accounting from the University of Connecticut and a Master of Business Administration in Finance from New York University. Due to her extensive mortgage banking, finance and real estate experience, her role as the Chief Financial Officer of various publicly traded companies in our sector, and her significant financial, accounting and compliance experience at public companies, we believe Ms. Hess should serve as a member of our Board. | | T.J. Durkin Chief Executive Officer & President Director since 2018 Age: 41 | Mr. Durkin joined Angelo, Gordon & Co., L.P. (“TPG Angelo Gordon”) in 2008 and is a Managing Director and Head of TPG Angelo Gordon’s Structured Credit & Specialty Finance business. Mr. Durkin also serves as co-Portfolio Manager of TPG Angelo Gordon’s structured credit securities portfolios. Mr. Durkin has served as our Chief Executive Officer and President since October 2022 and April 2021, respectively, having also previously served as our Chief Investment Officer from October 2017 to April 2021. Mr. Durkin has also served as a member of our Board of Directors since 2018. Mr. Durkin is also a board member of Arc Home LLC (“Arc Home”), a mortgage originator and GSE licensed servicer owned by the Company and other affiliates of TPG Angelo Gordon. Mr. Durkin began his career at Bear, Stearns & Co. where he was a Managing Director on the Non-Agency Trading Desk focused on the structuring and trading of multiple asset classes, including subprime, Alt-A, second lien and small balance commercial. Mr. Durkin earned his Bachelor’s degree in finance from Fordham University and currently serves as a member of the school’s President's Council. He is also a board member of VE International, a not-for-profit organization focused on preparing high school students for college and careers through skills learned in an entrepreneurship-based curriculum. Due to his vast industry experience and mortgage and structured products expertise, we believe Mr. Durkin should serve as a member of our Board. |
Information Regarding Director Nominees
| Dianne Hurley Independent Director since 2020 Age: 61 Committees: - Audit (Chair) - Nominating and Corporate Governance | Ms. Hurley has been an operations, finance and human capital management c-suite consultant in the real estate, asset management and education sectors since 2015. Ms. Hurley also served as a Managing Director at Glocap Search, LLC (2022-2023), the Chief Financial and Operations Officer of Moravian Academy (2020-2022) and as the Chief Administrative Officer of A&E Real Estate, one of the largest owner/operators of multi-family real estate in New York City (2017-2020). From 2011 to 2014, Ms. Hurley served as a Management Director of SG Partners. From 2009 to 2011, Ms. Hurley served as the first Chief Operating Officer of Global Distribution in the Asset Management Division of Credit Suisse. From 2004 to 2009, Ms. Hurley served as the founding Chief Administrative Officer of TPG-Axon, a large investment management firm affiliated with TPG Capital. Ms. Hurley began her career in the real estate department of Goldman, Sachs & Co. Ms. Hurley currently serves as the chair of the Compensation Committee and member of the Audit Committee for American Healthcare REIT (NYSE:AHR). She has also previously served as an independent director of an additional three public companies within the real estate industry. Ms. Hurley holds a Bachelor of Arts from Harvard University and a Master of Business Administration from Yale School of Management. Due to her extensive financial and real estate experience, as well as her experience as a director for several other public companies, we believe Ms. Hurley should serve as a member of our Board. | | Matthew Jozoff Independent Director since 2022 Age: 58 Committees: - Audit - Compensation | Mr. Jozoff is currently Co-Chief Executive Officer, Co-Chief Investment Officer and Partner of Trevally Capital, an asset management and advisory firm. Before joining Trevally Capital, Mr. Jozoff served as a Managing Director at Radkl, a quantitative trading firm for digital assets and cryptocurrencies, from 2021 to 2023. Prior to joining Radkl, Mr. Jozoff served in various positions at J.P. Morgan Chase & Co., including as a Managing Director and Co-Head of Fixed Income, Currencies, Commodities and Index Research (2019-2021); Head of Rates and Securitized Products Research (2013-2019); and Head of Mortgage/Securitized Products Research (2006-2013). Prior to joining J.P. Morgan, Mr. Jozoff worked at Goldman Sachs & Co. as a Vice President and Head of Mortgage Strategy from 1997 to 2006 and at Lehman Brothers in its Mortgage Research division from 1991 to 1997. Mr. Jozoff holds a Bachelor of Arts from Princeton University and a Master of Business Administration from the University of Pennsylvania. Due to his extensive experience in the mortgage origination, fixed income and finance industries, we believe Mr. Jozoff should serve as a member of our Board. |
Information Regarding Director Nominees
| Peter Linneman Independent Director since 2011 Age: 72 Committees: - Compensation (Chair) - Nominating and Corporate Governance | Dr. Linneman is currently the Emeritus Albert Sussman Professor of Real Estate, Finance, and Public Policy at the University of Pennsylvania, Wharton School of Business where he has been on the faculty since 1979. At Wharton, he was the Director of the Samuel Zell and Robert Lurie Real Estate Center from 1986-1998 and the Chairperson of the Wharton Real Estate Department from 1994-1997. Dr. Linneman is also the founding principal of Linneman Associates, a real estate advisory firm, and the CEO of American Land Funds and KL Realty Fund, both private real estate acquisition firms. He currently serves on the board of directors of Regency Centers Corporation (NYSE: REG), Paramount Group, Inc. (NYSE: PGRE) and Equity Commonwealth (NYSE: EQC), each of which is a public real estate investment trust. Dr. Linneman has served on over 20 public and private company boards, including as director of eleven NYSE-listed companies. Dr. Linneman holds both a masters and a doctorate degree in economics from the University of Chicago. Due to his extensive academic and business experience in real estate, his understanding of complex financial structures and his experience as a member of several public and private boards, including many real estate investment companies, we believe Dr. Linneman should serve as a member of our Board. | | M. Christian Mitchell Independent Director since 2023 Age: 69 Committees (effective May 2, 2024): - Audit | Mr. Mitchell retired from Deloitte & Touche LLP in 2003, where he was the national managing partner of the mortgage banking and finance companies practice. During his 26 year career at Deloitte, he also served as regional managing partner for various practices including audit, enterprise risk services and financial services. He was also a founding board member of Deloitte Consulting USA. Mr. Mitchell serves as a senior advisor for Marshall & Stevens, a national valuation and financial advisory firm, where he previously served on the Board of Directors. He is also a director of Pacific Premier Bancorp Inc. (NASDAQ: PPBI), an Irvine, California-based bank holding company, Parsons Corporation (NYSE: PSN), a Chantilly, Virginia-based provider of technology-driven solutions in the defense, intelligence and critical infrastructure markets, Huntington Health, a Cedars Sinai-affiliated hospital located in Pasadena, California, and a member of the Board of Visitors for the Culverhouse College of Business at the University of Alabama. Mr. Mitchell previously served on the board of directors of Western Asset Mortgage Capital Corporation (NYSE: WMC) from 2012 until it was acquired by the Company in 2023, as well as a director of numerous public, private equity-backed, and private companies, including PS Business Parks, Inc. from 2021 to 2022, and as an adjunct professor of accounting at the University of Redlands. He is the chairman emeritus of the National Association of Corporate Directors (“NACD”), Pacific Southwest, and was a member of the national board of NACD from 2017 to 2019. Mr. Mitchell holds a Bachelor of Science from the University of Alabama. In 2011 and 2012, Mr. Mitchell was named “one of the 100 most influential people in corporate governance” by Directorship magazine. Due to his extensive experience in the real estate and mortgage industry, his professional and educational background in accounting and finance, and his previous experience serving on boards of directors, we believe Mr. Mitchell should serve as a member of our Board. |
Information Regarding Director Nominees
| Lisa G. Quateman Independent Director since 2023 Age: 70 Committees (effective May 2, 2024): - Compensation | Ms. Quateman is the chief executive officer of Voyager Advisory LLC, a corporate strategic advisory firm and manager of a commercial real estate holding company. Previously she practiced law and held leadership roles with large national and international law firms, in New York and Los Angeles, specializing in financial services, real estate, regulatory matters, and corporate transactions. Ms. Quateman serves on the boards of directors of ITR Concession Company and affiliates (public-private partnership operator of the Indiana Toll Road), Lyles Diversified, Inc., and National Association of Corporate Directors (NACD) Pacific Southwest Chapter. Ms. Quateman previously served on the board of directors of Western Asset Mortgage Capital Corporation (NYSE: WMC) from 2020 until it was acquired by the Company in 2023. She is a member of the Advisory Boards of Scherzer International Corporation, the UCLA Ziman Center for Real Estate, and the City of Hope Board of Governors. She has served as Vice Chair and General Counsel for the UCLA Alumni Association and as a Mayoral appointee to the Board of Directors of the City of Los Angeles Industrial Development Authority. Ms. Quateman holds the NACD Director Certification and is an NACD Board Leadership Fellow, and holds a Bachelor of Arts and Juris Doctor from the University of California at Los Angeles. Due to her extensive experience working on real estate matters, advising issuers and financial institutions in complex financing transactions, and her previous experience serving on boards of directors, we believe Ms. Quateman should serve as a member of our Board. | | Nicholas Smith Chief Investment Officer Director since 2022 Age: 43 | Mr. Smith joined TPG Angelo Gordon in 2021 as a Managing Director in the Structured Credit & Specialty Finance team and is the head of the strategy’s Residential Whole Loan Business. Mr. Smith has served as our Chief Investment Officer since April 2021 and as a member of our Board of Directors since October 2022. Mr. Smith also serves as a board member of Arc Home, a mortgage originator and GSE licensed servicer owned by the Company and other affiliates of TPG Angelo Gordon. Prior to joining TPG Angelo Gordon, Mr. Smith was a Managing Director at Bank of America Securities, where he was the Non-Agency RMBS and ABS Trading Desk Head. During his tenure at Bank of America Securities, Mr. Smith was instrumental in developing the Whole Loan Purchase Program along with the disposition of Credit Sensitive Loans for the Legacy Assets and Servicing Group. Prior to working at Bank of America, Mr. Smith worked at Guggenheim Capital Markets and Bear, Stearns & Co. in various trading, banking and structuring roles. Mr. Smith holds a Bachelor’s degree in Mathematical Economics from Colgate University. Due to his deep expertise in residential mortgage origination, trading, underwriting and lending, and extensive industry experience, we believe Mr. Smith should serve as a member of our Board. |
Biographical Information Regarding Executive Officers Who Are Not Directors
Biographical Information Regarding Executive Officers Who Are Not Directors The following is a list of individuals serving as executive officers of the Company, other than T.J. Durkin (our Chief Executive Officer and President) and Nicholas Smith (our Chief Investment Officer), who serve as members of our Board in addition to their roles as executive officers. For biographical information regarding Messrs. Durkin and Smith, see “Information Regarding Director Nominees” above. All of our executive officers serve at the discretion of the Board. In addition, all of our executive officers are employed by TPG Angelo Gordon, an affiliate of our Manager, in various executive, managerial and administrative positions. Pursuant to the terms of our management agreement, our Manager is obligated to supply us with our management team, including a chief executive officer, chief financial officer and chief investment officer or similar positions.
Biographical Information Regarding Executive Officers Who Are Not Directors
| Anthony Rossiello Chief Financial Officer and Treasurer Age: 36 | Mr. Rossiello joined TPG Angelo Gordon’s finance team in 2020 and was appointed as our Chief Financial Officer and Treasurer and a Managing Director of TPG Angelo Gordon, effective January 2021. In this position, Mr. Rossiello also serves as our Principal Financial and Accounting Officer. Mr. Rossiello has previously served as our Controller and interim Principal Accounting Officer during 2020. Prior to joining TPG Angelo Gordon, Mr. Rossiello began his career at Ernst & Young LLP where he was a Senior Manager in the Banking and Capital Markets practice primarily focusing on providing client services to publicly traded companies within the banking and mortgage REIT industry as well as working with private companies within the mortgage origination and servicing industry. Mr. Rossiello holds a Bachelor of Science in Accounting from the State University of New York at Albany and is a Certified Public Accountant. | | Jenny B. Neslin General Counsel and Secretary Age: 41 | Ms. Neslin joined TPG Angelo Gordon’s legal team as a Managing Director in April 2021 and was appointed as our General Counsel and Secretary, effective April 2021. Ms. Neslin also serves as General Counsel and Secretary of AG Twin Brook Capital Income Fund (“TCAP”), positions she has held since February 2022, as well as having previously served in such roles for TCAP's predecessors since November 2021. In addition, she has served as Interim Chief Compliance Officer of TCAP since October 2023. Prior to joining the Company, Ms. Neslin was Managing Director and Deputy General Counsel at Colony Capital, which is now known as DigitalBridge Group, Inc. (NYSE: DBRG). At Colony Capital, Ms. Neslin was responsible for legal oversight of Colony Capital’s capital markets activities (including public and private equity and debt offerings), ongoing disclosure and reporting obligations under U.S. federal securities laws and corporate governance matters. In addition, from August 2015 to January 2018, Ms. Neslin served as General Counsel and Secretary for each of NorthStar Real Estate Income Trust, Inc. and NorthStar Real Estate Income II, Inc., which were public, non-traded real estate investment trusts managed by NorthStar, until NorthStar’s merger with Colony Capital in January 2017. Prior to joining an affiliate of NorthStar in July 2013 as Associate General Counsel, Ms. Neslin was an associate in the Capital Markets group at Clifford Chance US LLP, where she primarily advised REITs and investment banks in public and private capital markets transactions. Ms. Neslin holds a Bachelor of Music in Music Business from New York University and a Juris Doctor from Benjamin N. Cardozo School of Law at Yeshiva University. | | Andrew Parks Chief Risk Officer Age: 51 | Mr. Parks joined TPG Angelo Gordon in August 2009 as Chief Risk Officer and has served as our Chief Risk Officer since our IPO in July 2011. Before joining TPG Angelo Gordon, Mr. Parks was associated with Morgan Stanley where he served as an Executive Director overseeing the risk management group for the ultra-high net worth division in the U.S. and Latin America. Prior to joining Morgan Stanley, Mr. Parks worked as a corporate attorney at Cravath, Swaine & Moore LLP in New York in the areas of mergers and acquisitions, debt and equity capital markets, secured corporate credit and real estate acquisition/finance. Mr. Parks holds a Bachelor of Arts from Tulane University and a Juris Doctor from The University of Texas School of Law. |
Compensation Discussion and Analysis
Compensation Discussion and Analysis Our Compensation Discussion and Analysis describes our compensation program, objectives and policies for the executive officers named in this Proxy Statement and our executive officers generally. Overview of Compensation Program We have no employees. We are externally managed by our Manager, pursuant to a management agreement between our Manager and us. Because the management agreement provides that our Manager is responsible for managing our affairs, our executive officers, all of whom are employees of our Manager or an affiliate of our Manager, do not receive cash compensation from us. Instead, our executive officers are compensated by our Manager or an affiliate of our Manager, in part, with the management fee we pay to our Manager and with the expense reimbursement we provide to our Manager related to compensation. The management agreement provides for our reimbursement to the Manager of the allocable share of annual base salary, bonus, and any related withholding taxes and employee benefits paid to our chief financial officer, general counsel and other non-investment personnel based on the percentage of time those individuals spent on our affairs or another agreed upon methodology fair to the Company. We do not determine the compensation payable to personnel, including our executive officers, by our Manager or its affiliates. Our Manager or its affiliates, in their discretion, determine the levels of base salary, cash incentive compensation and other benefits earned by our executive officers. Cash and Other Compensation Our named executive officers and other personnel who conduct our business are employees of our Manager or its affiliates. Accordingly, we do not pay or accrue any salary or bonus for our executive officers. Equity-Based Compensation Our Compensation Committee may, from time to time, grant equity awards in the form of restricted stock, stock options, restricted stock units or other types of awards to our Manager or to our named executive officers pursuant to our equity incentive plans. These awards are designed to align the interests of our named executive officers with those of our stockholders by allowing our named executive officers to share in the creation of value for our stockholders through stock appreciation and dividends. These equity awards are generally subject to vesting requirements over a number of years and are designed to promote the retention of management and to achieve strong performance for our Company. These awards further provide flexibility to us in enabling our Manager to attract, motivate and retain talented individuals. Notwithstanding the foregoing, following the execution of an amendment (the “Third Amendment”) to our management agreement in November 2021 related to the incentive fee, the Compensation Committee no longer expects to continue its historical practice of making periodic equity grants to the Manager pursuant to the Company's 2021 manager equity incentive plan. We believe our equity-based compensation policies are particularly appropriate since we are an externally managed REIT. Pursuant to REIT qualification requirements, we must generally pay at least 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain) to stockholders as dividends. We have not and do not intend to either backdate stock options or grant stock options retroactively. Presently, we do not have designated dates on which we grant stock option awards. We do not intend to time stock options grants with our release of material nonpublic information for the purpose of affecting the value of executive compensation. To further align the interests of management and our stockholders, TPG Angelo Gordon, an affiliate of our Manager, may, in its discretion, grant to its employees separate awards of shares of our common stock that TPG Angelo Gordon and its affiliates acquired from us, including shares acquired in connection with the completion of our initial public offering, received from us in lieu of cash for a portion of the first and second quarters of 2020 base management fees or acquired in our public common stock offering completed in November 2021 when the Manager purchased 700,000 shares at the public offering price not subject to any underwriting discounts or commissions. Awards based on shares of our common stock made by our Manager to our named executive officers are generally subject to time-based vesting conditions and are not made pursuant to our Company's equity incentive plans. Our Compensation Committee is aware of the terms of equity awards made by TPG Angelo Gordon out of the shares of our common stock our Manager previously acquired from us. TPG Angelo Gordon determines the amounts of any awards of shares of our common stock held by TPG Angelo Gordon to our named executive officers and other recipients. TPG Angelo Gordon did not grant any shares of our common stock in connection with 2023 bonus compensation. As of the date of this proxy statement, TPG Angelo Gordon holds 288,290 shares of our common stock that may be granted to its employees, including our executive officers.
Summary Compensation Table
Summary Compensation Table Our named executive officers are not our employees and are not paid compensation by us. We have not paid any compensation to our named executive officers for the years ended December 31, 2021, December 31, 2022 or December 31, 2023.
Grants of Plan Based Awards in 2023
Grants of Plan Based Awards in 2023 We did not grant any shares of restricted stock, options, restricted stock units or other incentive compensation to our named executive officers during the year ended December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End As of December 31, 2023, there was no outstanding award of equity made by us to any of our named executive officers.
Options Exercised and Stock Vested
Options Exercised and Stock Vested As of December 31, 2023, we had not issued any outstanding options to purchase shares of common stock to any of our named executive officers. No option to purchase shares of our common stock or restricted shares of common stock granted by the Company to any of our named executive officers vested in 2023.
Pension Benefits
Pension Benefits We do not provide any of our named executive officers with pension benefits.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not provide any of our named executive officers with any nonqualified deferred compensation plans.
Potential Payments Upon Termination of Employment
Potential Payments Upon Termination of Employment We do not have any employment agreement with any of our named executive officers and are not obligated to make any payment to them upon termination of employment.
Potential Post-Employment Payments and Payments on a Change in Control
Potential Post-Employment Payments and Payments on a Change in Control We do not have any employment agreements with any of our named executive officers and are not obligated to make any post-employment payments to them or any payments upon a change of control.
Pay Versus Performance
Pay Versus Performance In August 2022, the SEC adopted final pay-versus-performance rules that require registrants to disclose information reflecting the relationship between executive compensation actually paid by a registrant and the registrant’s financial performance. The rules implement a requirement mandated by the Dodd-Frank Act. Disclosure pursuant to such rules is not included herein because we are externally managed and do not have any employees. Our executive officers are employees of our Manager or an affiliate of our Manager and do not receive cash or equity compensation from us. While the management agreement between us and the Manager requires us to reimburse the Manager for a portion of the total compensation paid by the Manager or its affiliates to our chief financial officer, general counsel and other non-investment personnel, based on the percentage of time those individuals spent on our affairs or another agreed upon methodology fair to the Company, we do not determine what our personnel, including our executive officers, are paid by our Manager or its affiliates.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation
Director Compensation Our Compensation Committee is responsible for discharging our Board’s responsibilities relating to compensation payable to our non-employee directors. Our Compensation Committee annually evaluates compensation paid to our non-employee directors and may, from time to time, recommend to the full Board changes to such compensation as appropriate. Our Compensation Committee did not retain a compensation consultant in connection with establishing the compensation paid to our non-employee directors for 2023. The Company does not pay director compensation to directors who are also employees of our Manager or its affiliates (i.e., T.J. Durkin and Nicholas Smith). Each member of our Board who is not an employee of our Manager or its affiliates received annual compensation for service as a director during 2023 as follows: •Each non-employee director receives an annual base fee of $150,000, of which $70,000 is payable in unrestricted cash and the other $80,000 is payable in shares of restricted common stock. •In addition, our Non-Executive Chair of the Board receives an additional annual fee of $60,000, of which $30,000 is payable in unrestricted cash and the other $30,000 is payable in shares of restricted common stock. •In addition, the chair of our Audit Committee receives an annual fee of $25,000, and the chairs of our Compensation and Nominating and Corporate Governance Committees each receive an annual fee of $10,000. In connection with the WMC acquisition and pursuant to the Merger Agreement, on December 6, 2023, the Company issued 12,981 of Company restricted stock units (the “MITT RSU Award”) to each of Mr. Mitchell and Ms. Quateman. The MITT RSU Award represented an equitable adjustment to the equity awards granted by WMC to Mr. Mitchell and Ms. Quateman at WMC’s 2023 annual stockholders’ meeting, having the same value, vesting terms and other terms and conditions as applied to such WMC equity awards. The MITT RSU Award will vest on June 23, 2024, subject to continued service to the Company through the vesting date, and will be settled in shares of the Company's common stock, on a one-for-one basis, upon the director's separation from service.
2023 Director Compensation Table
2023 Director Compensation Table The following table summarizes the compensation that we paid to our non-employee directors for their services in fiscal year 2023:
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Debra Hess | $110,010 | $109,990 | $220,000 | | Dianne Hurley | 95,011 | 79,989 | 175,000 | | Matthew Jozoff | 70,011 | 79,989 | 150,000 | | Peter Linneman | 80,011 | 79,989 | 160,000 | | M. Christian Mitchell(3) | 4,948 | 5,650 | 10,598 | | Lisa G. Quateman(3) | 4,948 | 5,650 | 10,598 |
2023 Director Compensation Table
(1) Amounts include cash in lieu of fractional shares relating to the portion of the annual compensation paid in stock. (2) Amounts reflect the aggregate grant date fair value, calculated in accordance with Accounting Standards Codification (“ASC”) 718, of the stock awards granted to our non-employee directors. (3) Mr. Mitchell and Ms. Quateman were each appointed to the Board on December 6, 2023. The annual cash and equity compensation for our non-employee directors is paid quarterly in arrears. The number of shares of restricted common stock to be issued each quarter to each non-employee director is determined based on the average of the high and low prices of the Company’s common stock on the NYSE on the last trading day of each fiscal quarter. In addition, the restricted common stock issued to non-employee directors may not be sold or transferred during such director’s term of service on the Board. Each member of our Board is also reimbursed for reasonable out-of-pocket expenses associated with service on the Board and Committee thereof and with attendance at or participation in board meetings or committee meetings, including reasonable travel expenses.