DEF 14A of Angel Oak Mortgage REIT, Inc., Apr 3, 2024

DEF 14A of Angel Oak Mortgage REIT, Inc.

Filed Apr 3, 2024 · FY20230001766478-24-000031

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS The number of directors that serve on the Board is currently set at eight and may be fixed from time to time by the Board in the manner provided in the Company’s bylaws. In accordance with the Company’s bylaws and Maryland law, directors are elected to serve until the next annual meeting of stockholders following their election and until their successors are duly elected and qualified or until their earlier removal, resignation, or death.

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Age | Positions Held with the Company | Director of the Company Since | | Michael Fierman | 58 | Chairman of the Board | 2018 | | Edward Cummings | 35 | Director | 2020 | | Craig Jones | 73 | Lead Independent Director | 2020 | | W.D. (Denny) Minami | 67 | Director | 2021 | | Jonathan Morgan | 60 | Director | 2022 | | Landon Parsons | 65 | Director | 2021 | | Noelle Savarese | 57 | Director | 2023 | | Vikram Shankar | 39 | Director | 2020 |

  4. Director Nominees

    Each of the eight (8) director nominees listed above currently serves as a director of the Company and their biographies can be found below under “Corporate Governance Matters—Information Regarding the Board of Directors.” Mr. Fierman was elected to the Board in June 2018 in connection with our incorporation in Maryland. Mr. Jones was elected to the Board by our directors in June 2020. Mr. Cummings was elected to the Board by our directors in March 2020 and Mr. Shankar was elected to the Board by our directors in September 2020. Messrs. Minami and Parsons were elected to the Board by our directors in June 2021 in connection with the Company’s initial public offering (“IPO”). Mr. Morgan was elected to the Board by our directors in January 2022 to fill a vacant seat which was created due to the resignation of a previous Board member in November 2021. Ms. Savarese was elected to the Board by our directors in October 2023 to fill a vacant seat which was created due to the resignation of a previous Board member in July 2023. Each of the eight (8) director nominees was recommended by our Nominating and Corporate Governance Committee and nominated by the Board to stand for election at the Annual Meeting. In selecting director nominees, the Board seeks to monitor the mix of specific experiences, qualifications, attributes and skills of its members in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. For more information about the qualifications and skills of each of the director nominees, see “Corporate Governance Matters—Background and Experience of Directors.” The affirmative vote of a plurality of all the votes cast at the Annual Meeting is required for the election of a nominee as a director. This means the eight nominees receiving the greatest number of votes will be elected. Votes withheld from one or more director nominees therefore will have no effect on the outcome of the vote with respect to the election of directors. However, pursuant to our Corporate Governance Guidelines, in an uncontested election of directors, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will tender, within five (5) days following the certification of the stockholder vote, his or her written resignation to the chairperson of the Board for consideration by our Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee will then review the director’s continuation on the Board and recommend to the Board whether the Board should accept such tendered resignation. The Board, after giving due consideration to the best interests of the Company and its stockholders, will make a decision, within ninety (90) days following the certification of the stockholder vote, on whether to accept the tendered resignation and promptly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation. Stockholders of the Company are not permitted to cumulate their votes for the election of directors. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted FOR the election of each of the nominees named above. If any person named as nominee, other than any nominee of the MS Investor or the DK Investor (each as defined below), should be unable or unwilling to stand for election at the time of the Annual Meeting, proxies will be voted for a replacement nominee designated by the Board or, in the event no such designation is made, proxies will be voted for a lesser number of nominees. If any person designated as nominee by the MS Investor or the DK Investor in accordance with the Shareholder Rights Agreements (as defined below) should be unable or unwilling to stand for election at the time of the Annual Meeting, such replacement nominee will be a nominee designated by the MS Investor or the DK Investor, as applicable. At this time, the Board knows of no reason why the nominees listed above may not be able to serve as a director if elected. The Board unanimously recommends that you vote “FOR” the election of each of the nominees named above.

  5. CORPORATE GOVERNANCE MATTERS

    CORPORATE GOVERNANCE MATTERS Set forth below is information regarding our corporate governance practices. We believe that effective corporate governance is critical to our ability to create long-term value for our stockholders. In that regard, we have opted out of certain statutory takeover defense protections otherwise available to us under Maryland law, and we have adopted and implemented charters, policies, procedures, and controls that we believe promote and enhance our corporate governance, accountability and responsibility.

  6. Information Regarding the Board of Directors

    Information Regarding the Board of Directors Set forth below is biographical information for each director nominee, each of whom currently serves as a director of the Company. Michael Fierman. Mr. Fierman has served as one of our directors since June 2018 and was elected the Chairman of the Board in connection with our IPO in June 2021. Mr. Fierman has served as a Managing Partner and Co-Chief Executive Officer at Angel Oak Companies, LP (f/k/a Angel Oak Companies, LLC) (“Angel Oak Companies”) since December 2014, as a Managing Partner of Angel Oak Capital since May 2018 and as the Co-President of our Manager since March 2020. In this role, Mr. Fierman provides strategic direction and leadership to Angel Oak’s various businesses, with a focus primarily on mortgage lending and asset management. Prior to Angel Oak Companies, in May 1998, Mr. Fierman co-founded SouthStar Funding, a national wholesale mortgage lender specializing in non-Agency mortgage products. From May 1998 to April 2007, while at SouthStar Funding, Mr. Fierman’s direct responsibilities included oversight of the sales, operations and credit risk departments. Mr. Fierman holds a B.A. in Political Science from the University of Georgia. We believe that Mr. Fierman’s familiarity with our operations, and his extensive experience in mortgage lending qualify him to serve on the Board. Edward Cummings. Mr. Cummings has served as one of our directors since March 2020. Mr. Cummings has served as a vice president, and since February 2022 as an executive director, within Morgan Stanley Investment Management’s Tactical Value investing team since July 2018. In this role, Mr. Cummings engages in private equity investing. Prior to Morgan Stanley, from May 2017 to June 2018, Mr. Cummings was an investment analyst at Parquet Capital Management, a Boston-based special situations investment fund, where he was responsible for making distressed credit and special situations equity investments across industries. Prior to Parquet Capital Management, from May 2015 to May 2017, Mr. Cummings was an investment analyst at Anchorage Capital Group, LLC, where he made principal investments across corporate and structured credit, special situations and illiquid investment markets with a focus on leveraged and defaulted issuers. Mr. Cummings started his career in investment banking in the Leveraged Finance departments of Goldman Sachs & Co. LLC and Jefferies LLC. Mr. Cummings holds a B.B.A. in Finance from the University of Texas. We believe that Mr. Cummings’ extensive experience in credit investments qualifies him to serve on the Board. Pursuant to the shareholder rights agreement among the Company, our Manager and NHTV Atlanta Holdings LP (the “MS Investor”), an affiliate of Morgan Stanley & Co. LLC (the “MS shareholder rights agreement”), Mr. Cummings is the designee of the MS Investor to the Board. Pursuant to the MS Shareholder Rights Agreement, the MS Investor is currently entitled to designate one nominee for election to the Board, subject to certain limitations. For more information, see “—Shareholder Rights Agreements.” Craig Jones. Mr. Jones has served as one of our directors since June 2020, and as our lead independent director since 2022. Mr. Jones practiced law for 10 years with King & Spalding, from 1977 to 1987, where he was a partner in the Real Estate Department in the firm’s Atlanta office. In 1987, he left King & Spalding to join New Market Development Company, an Atlanta-based shopping center developer, where he served as executive vice president in charge of development and financing. In 1992, New Market Development Company was sold to Cousins Properties Incorporated (“Cousins”), a real estate investment trust (a “REIT”) listed on the NYSE. Mr. Jones joined Cousins at that time, and he went on to serve in a number of different positions, including president of the Office Division, chief investment officer and chief administrative officer. Mr. Jones retired from Cousins in 2012. From September 2016 until October 2017, Mr. Jones served as a member of the board of directors of Parkway, Inc. (“Parkway”), a REIT listed on the NYSE prior to its sale, and was a member of Parkway’s audit committee, compensation committee and investment committee. Mr. Jones received a B.A. from Washington and Lee University, and he also received a J.D. from the University of Virginia School of Law. We believe that Mr. Jones’s broad experience in the real estate industry, as an attorney and as a former chief investment officer and chief administrative officer, allows him to provide valuable insight to us and qualifies him to serve on the Board. W.D. (Denny) Minami. Mr. Minami was elected to the Board in connection with our IPO in June 2021. Beginning in 2023, Mr. Minami has served and continues to serve as a consultant and principal with Tryline Capital Management LLC. From 2015 until 2019, Mr. Minami was an independent director and audit committee chair of NorthStar Realty Europe Corp. Mr. Minami served as Principal of Billy Casper Golf LLC from 2012 to 2020, after serving as President of Billy Casper Golf LLC from 2003 to 2012. From 1997 to 2002, Mr. Minami served as President, Chief Operating Officer, and Chief Financial Officer of Charles E. Smith Residential Realty, Inc., an NYSE-listed apartment REIT. Prior to 1997, Mr. Minami served in various financial positions for public and private companies, including Ascent Entertainment Group, Comsat Corporation, Oxford Realty Services Corporation and Satellite Business Systems. Mr. Minami also served as a director of NorthStar Asset Management Group Inc. from 2014 through 2017, and as a director of NorthStar Realty Finance Corp. from 2004 through 2017. Mr. Minami maintains an active role in golf course ownership and apartment investments. Mr. Minami holds a B.A., with honors, from Grinnell College and an M.B.A. from the University of Chicago. We believe that Mr. Minami’s extensive experience in real estate and portfolio management qualifies him to serve on the Board.

  7. Information Regarding the Board of Directors

    Jonathan Morgan. Mr. Morgan has served as one of our directors since January 2022. Mr. Morgan is the founding Principal of Sound Fund Advisors LLC, a firm he founded in March 2011, where he acts as an independent director to investment entities. Mr. Morgan has over 22 years of experience in the financial markets, including nine years of investment experience as a strategist or portfolio manager at three different investment managers: Caxton Associates (1993-1996), Croesus Capital Management (1997-1998) and Parallax Capital Management (1999-2002) and a registered investment company, Pine Grove Alternative Institutional Fund (2013 - 2020). In addition, Mr. Morgan has more than nine years of experience researching and investing in investment funds. He was the Head of Research and Portfolio Management in the Alternative Investment Group of Julius Baer Investment Management (2002-2005) where he supervised both investment research as well as the operational risk group. In 2005, Mr. Morgan joined Barclays Global Investors (2005-2009) as the Head of Manager Selection and subsequently became the Head of Investments for their Hedge Fund Management Group. During his tenure at Barclays Global Investors, Mr. Morgan was the head of its New York office. In 2009, Mr. Morgan joined UBP Asset Management (2009-2011) as the Head of Global Hedge Fund Research. Prior to 1993, Mr. Morgan worked for Morgan Stanley for five years. He has an A.B. from Princeton University, an M.P.P. from Harvard’s Kennedy School of Government and an M.DIV. from Yale Divinity School. Since 2022, Mr. Morgan has been a board member of each of OHA Senior Private Lending Fund (U) LLC and T. Rowe Price OHA Select Private Credit Fund, each a business development company registered under the Investment Company Act of 1940 (the “Investment Company Act”), and serves as chair of their independent board members committee and as a member on their audit and nominating and governance committees. From 2013 to November 2020, Mr. Morgan also served as a board member and audit committee member of Pine Grove Alternative Institutional Fund, a then closed-end registered investment company. He is a Registered Professional Director in the Cayman Islands and has been approved by the Central Bank of Ireland to act as a Director. We believe that Mr. Morgan’s extensive experience in the financial markets as well as his portfolio management experience qualifies him to serve on the Board. Landon Parsons. Mr. Parsons was elected to the Board in connection with our IPO in June 2021. Mr. Parsons has advised specialty finance companies and private mortgage insurers on strategy, capital allocation, and risk management matters. He is a commentator and published author on U.S. housing policy and reform. Mr. Parsons has substantial experience structuring bespoke investment vehicles and funds, managing asset-liability concerns, and solving debt capital markets problems. He has invested in and managed portfolios of mortgage-backed securities, asset-backed securities, and other fixed income products. Mr. Parsons was a Senior Advisor in the Risk Advisory group at Moelis & Company (NYSE: MC) from late 2010 until his retirement in early 2021. Prior to that, he was with Goldman Sachs (NYSE: GS) and C-BASS LLC (then an affiliate of MGIC Investment Corporation (NYSE: MTG) and Radian (NYSE: RDN)). He holds an M.S. in Economics from Purdue University, and a B.A. in Economics and Finance from the University of Northern Iowa. We believe that Mr. Parsons’ extensive experience in the mortgage and specialty finance sector qualifies him to serve on the Board. Noelle Savarese. Ms. Savarese has served as one of our directors since October 2023. Ms. Savarese has over 30 years of experience in the financial industry specializing in mortgage related assets. Most recently Ms. Savarese was the President and Co-Founder of MP Securitized Credit Partners (“MP Partners”), a specialty asset manager that invested in residential and commercial mortgage securitizations. Ms. Savarese co-led MP Partners from its inception in April 2008, as part of FrontPoint Partners, through its liquidation in 2023. As MP Partners’ President, Ms. Savarese was responsible for all aspects of the business including investments, finance, operations and compliance. Prior to MP Partners, from 1996 to 2007, Ms. Savarese was with Credit Based Asset Servicing and Securitization (“C-BASS”), serving as a member of the Executive Committee from 2003 to 2007 and as Co-Head of Capital Markets from 2005 to 2007. At C-BASS she was responsible for all finance and banking activities of the firm, including the acquisition of mortgage related products and the securitization of such assets. Prior to joining C-BASS, Ms. Savarese spent five years at Citicorp Securities Inc. as a Vice President in the Mortgage Finance group, responsible for the acquisition and securitization of mortgage loans. Prior to joining Citicorp, Ms. Savarese spent two years at Salomon Brothers as an Analyst in its Mortgage Department. Ms. Savarese holds a B.A. in Economics from the University of Vermont. We believe that Ms. Savarese’s extensive experience in the mortgage and specialty finance sector qualifies her to serve on the Board Vikram Shankar. Mr. Shankar has served as one of our directors since September 2020. Mr. Shankar is a Managing Director at Davidson Kempner Capital Management LP, a global institutional alternative investment management firm. From March 2010 until July 2020, he led and oversaw the firm’s investments across U.S. structured credit, including residential mortgage credit. Since March 2022, he has led the firm’s investment activity in the fintech space. Prior to joining Davidson Kempner Capital Management LP, Mr. Shankar was an Associate at Morgan Stanley, where he was part of a portfolio management team overseeing structured credit investments. Mr. Shankar holds a B.S. from Georgetown University. He also holds the Chartered Financial Analyst designation. We believe that Mr. Shankar’s extensive experience in residential mortgage credit qualifies him to serve on the Board. Pursuant to the shareholder rights agreement among the Company, our Manager and Xylem Finance LLC (the “DK Investor”), an affiliate of Davidson Kempner Capital Management LP (the “DK shareholder rights agreement” and, together with the MS shareholder rights agreement, the “Shareholder Rights Agreements”), Mr. Shankar is the designee of the DK Investor to the Board. Pursuant to the DK Shareholder Rights Agreement, the DK Investor is currently entitled to designate one nominee for election to the Board, subject to certain limitations. For more information, see “—Shareholder Rights Agreements.”

  8. Director Compensation

    Director Compensation Directors employed by us or our Manager and directors designated pursuant to the terms of our agreements with the MS Investor and the DK Investor are not entitled to receive compensation for their services as a director and, accordingly, except to the limited extent described in the table below, Mr. Fierman, who is employed by an affiliate of our Manager, and Messrs. Cummings and Shankar did not receive separate compensation for their services to us as directors during 2023. Under our 2023 non-employee director compensation program, each of our independent directors received, as compensation for services as a director, an annual cash retainer of $70,000, with an additional $20,000 in compensation for members of our Affiliated Transactions and Risk Committee, excepting the Chair, who received an additional $30,000 as further described below. Directors have the option to receive all or a portion of their annual cash retainer in the form of equity awards in lieu of cash. In addition, our independent directors are currently expected to receive an annual equity award in the form of restricted stock with a grant date fair value of $80,000, which will vest on the one year anniversary of the grant date, subject to such director’s continued service through such date. The chair of each of our Audit Committee, our Compensation Committee, our Nominating and Corporate Governance Committee and our Affiliated Transactions and Risk Committee is entitled to receive an additional annual cash retainer of $20,000, $15,000, $10,000 and $30,000, respectively. Furthermore, our lead independent director receives an additional annual cash retainer of $25,000 annually. All members of the Board are entitled to be reimbursed for their reasonable costs and expenses incurred in attending Board and committee meetings. Our 2023 non-employee director compensation program did not change as compared to our 2022 non-employee director compensation program. 2023 Director Compensation Table The following table shows the compensation earned by our directors for services during 2023:

  9. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | All Other Compensation (2) | Total | | Michael Fierman | $— | $— | $10,105 | $10,105 | | Edward Cummings | $— | $— | $— | $— | | Michael Peck(3) | $— | $— | $— | $— | | Vikram Shankar | $— | $— | $— | $— | | Craig Jones | $125,000 | $80,000 | $10,364 | $215,364 | | Christine Jurinich (4)(5) | $52,500 | $— | $3,850 | $56,350 | | W.D. (Denny) Minami | $105,000 | $80,000 | $10,364 | $195,364 | | Jonathan Morgan | $85,000 | $80,000 | $10,364 | $175,364 | | Landon Parsons | $100,000 | $80,000 | $10,364 | $190,364 | | Noelle Savarese (5)(6) | $22,500 | $80,000 | $3,107 | $105,607 |

  10. Director Compensation

    (1) All independent directors received a grant of 10,178 shares of restricted stock on May 17, 2023, which shares are scheduled to vest on May 17, 2024, subject to the individual’s continued service as an independent director of the Company through such date. All stock award amounts in this column reflect the aggregate fair value on the grant date computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value was calculated based on the number of shares subject to the award multiplied by the closing price on the date of grant. As of December 31, 2023, each of Mr. Fierman, Mr. Cummings, Mr. Peck, Mr. Shankar, Mr. Jones, Ms. Jurinich, Ms. Savarese Mr. Minami, Mr. Morgan, and Mr. Parsons had 5,263, 0, 0, 0, 10,178, 0, 9,708, 10,178, 10,178, and 10,178 shares of unvested restricted stock outstanding, respectively. (2) The amounts in this column for each applicable director represent the dollar value of dividends paid on unvested stock awards. (3) Mr. Peck resigned from the Board in March 2024 but did not receive any cash compensation, stock awards or other compensation from the Company in 2023 or 2024. (4) Ms. Jurinich resigned from the Board in July 2023 and forfeited her 2023 stock award of 10,178 shares of restricted stock on July 18, 2023. (5) Cash compensation for Ms. Jurinich and Ms. Savarese were pro-rated based on time spent as an independent director during 2023 (6) Ms. Savarese joined the Board in October 2023 and received an initial grant of 9,708 shares of restricted stock on October 18, 2023 which shares are scheduled to vest on May 17, 2024 subject to Ms. Savarese’s continued service as an independent director of the Company through such date.

  11. Equity-Based Compensation

    Equity-Based Compensation In the discretion of the Board or our Compensation Committee, we may also grant equity-based awards pursuant to our 2021 Equity Incentive Plan to (1) our directors, officers, employees, and consultants and (2) our Manager and the members, directors, trustees, officers, and employees of our Manager or its affiliates and other entities that provide services to us and the employees of such entities. Our 2021 Equity Incentive Plan provides for the grant of equity-based awards relating to our common stock, including options to purchase shares of common stock, stock appreciation rights, restricted stock, restricted stock units, performance awards, LTIP Units (as defined in our 2021 Equity Incentive Plan), and other stock-based awards (including unrestricted shares). These awards are intended to align the recipients’ interests with those of our stockholders. The Board or our Compensation Committee determines the types and amounts of any equity-based compensation awards to be granted to our NEOs under our 2021 Equity Incentive Plan. This determination is based on a number of factors, including but not limited to, the financial performance of the Company during the previous fiscal year, risk management policies of the Company, progress towards achieving the Company’s strategic goals, growth in assets, the performance of our common stock, the performance of each NEO, and market conditions. In July 2023, the Board made grants of restricted stock and performance-based restricted stock unit awards to Mr. Filson pursuant to our 2021 Equity Incentive Plan; this decision was based on the process and factors described above, but was also informed by discussions with our independent compensation consultant, Ferguson Partners Consulting L.P. Management retained Ferguson Partners Consulting L.P., an independent compensation consultant, to advise on our equity compensation program. These restricted stock awards vest in four equal annual installments on each of the first four (4) anniversaries of the grant date, subject to Mr. Filson’s continued employment through each vesting date. The performance awards metrics applicable to the performance-based restricted stock unit awards are based on a combination of 75% Relative Total Shareholder Return (“TSR”) and 25% Book Value TSR. The award will vest 50% on June 30, 2026 and 50% on June 30, 2027, with the number of shares vested to be based on the achievement of the performance goals set forth below over the July 1, 2023 through June 30, 2026 performance period. The threshold, target, and maximum of these awards is 50%, 100%, and 150%, respectively. The definitions of Relative TSR and Book Value TSR are set forth as follows: •“Relative TSR” means the Company's total stockholder return, on a percentile basis, relative to the companies comprising the Nareit Resi Mortgage Index (the “Index”) with respect to the performance period, based on the volume-weighted trailing average closing prices of such constituent companies as of the first day and last day of the performance period (adjusted for dividends); provided that members of the Index will only be taken into account for purposes of the calculation of Relative TSR if they constitute part of the Index on both the first day and the last day of the performance period. In the event of the bankruptcy or liquidation of a constituent of the Index, such constituent will be ranked at the bottom of the Index for purposes of determining Relative TSR. •“Book Value TSR” means the change in book value over the performance period plus cash dividends declared during the performance period divided by book value at the beginning of the performance period, relative to the companies in the Index; provided that members of the Index will only be taken into account for purposes of the calculation of Book Value TSR if they constitute part of the Index on both the first day and the last day of the performance period. In the event of the bankruptcy or liquidation of a constituent of the Index, such constituent will be ranked at the bottom of the Index for purposes of determining Book Value TSR. As of the grant date, the performance metrics had not been deemed “more likely than not” to be met, and therefore, no compensation expense is reflected for these awards in the 2023 Summary Compensation Table below.

  12. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information regarding compensation earned by our NEOs for the years ended December 31, 2023 and December 31, 2022. As noted above, none of our NEOs are our employees and we did not directly pay any cash compensation to the NEOs for service during the fiscal periods shown. The cash amounts shown include the amounts of their compensation paid by our Manager or Angel Oak for which we reimbursed our Manager or Angel Oak for such services.

  13. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Sreeniwas Prabhu (4) Chief Executive Officer and President | 2023 | $— | $— | $— | $10,105 | $10,105 | | | 2022 | $— | $— | $— | $22,315 | $22,315 | | Brandon Filson Chief Financial and Treasurer | 2023 | $425,000 | $361,000 | $158,333 | $101,888 | $1,046,221 | | | 2022 | $375,000 | $265,000 | $246,665 | $168,972 | $1,055,637 | | Dory Black (5) General Counsel | 2023 | $30,625 | $— | $— | $14,737 | $45,362 | | | 2022 | $100,000 | $110,000 | $100,000 | $87,567 | $397,567 |

  14. 2023 Summary Compensation Table

    (1) The 2023 short-term incentive plan bonus for Mr. Filson is based on a combination of an objective performance based metric, weighted 75% (the “Objective Metric”) and a subjective qualitative metric, weighted 25% (the “Subjective Metric”). The Objective Metric is determined based on an adjustable income measurement that adjusts for realized and unrealized gains and losses, securitization issuance costs and other non-cash expenses and the potential payout amount ranges in value from 0% to 150% of target. The Subjective Metric is based on Mr. Filson’s individual performance and the potential payout amount ranges from 0% to 125% of target. (2) All stock award amounts in this column reflect the aggregate fair value on the grant date computed in accordance with FASB ASC Topic 718. The grant date fair value for the awards granted in 2022 and 2023 were calculated based on the number of shares subject to the award multiplied by the closing price on the applicable date of grant and, in the case of awards subject to performance-based vesting conditions, based on the probable achievement of the underlying goals on the date of grant. For the 2023 performance-based restricted stock units, under FASB ASC Topic 718, the vesting condition related to the performance-based restricted stock units is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the NEOs that could be calculated and disclosed based on achievement of the underlying market condition. (3) Amounts reflected in this column represent (i) the dollar value of dividends paid on unvested restricted stock awards and (ii) with respect to Mr. Filson, the dollar value of 401(k) match payments. Amounts reflected in this column for 2022 have been updated as compared to amounts previously reported to include the dollar value of dividends paid on unvested restricted stock awards and, for Mr. Filson, the dollar value of 401(k) match payments. (4) The Company currently does not expect to reimburse the Manager for cash compensation paid to Mr. Prabhu for his service with the Company. Mr. Prabhu is an equity owner of our Manager. (5) Ms. Black resigned as Corporate Secretary of the Company on March 8, 2023 and resigned as General Counsel of the Company effective April 30, 2023.

  15. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End

  16. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (2) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested (1) | | Sreeniwas Prabhu (3) | 5,263 | $55,788 | — | $— | | Brandon Filson (4) | 63,658 | $674,775 | 76,794 | $814,016 | | Dory Black (5) | 0 | $— | — | $— |

  17. Outstanding Equity Awards at 2023 Fiscal Year End

    (1) Market value is based on the closing price of our common stock on December 29, 2023 (the last trading day of 2023) of $10.60 per share. (2) Amounts reported in this column represent (i) performance-based restricted stock unit awards that vest 50% on June 30, 2025 and 50% on June 30, 2026, in each case subject to the achievement of the applicable performance goals over the performance period of July 1, 2022 through June 30, 2025, and (ii) performance-based restricted stock unit awards that vest 50% on June 30, 2026 and 50% on June 30, 2027, in each case, subject to the achievement of the applicable performance goals over the performance period of July 1, 2023 through June 30, 2026. To date, the performance goals applicable to these awards have not been achieved and, in accordance with SEC disclosure rules, the amounts reflected in the table above for performance-based restricted stock unit awards granted in 2022 have been calculated assuming achievement of target performance for the Relative TSR performance goal and threshold performance for the Book Value TSR performance goal, and the performance-based restricted stock unit awards granted in 2023 have been calculated assuming achievement of maximum performance with respect to both the Relative TSR and Book Value TSR performance goals. (3) Mr. Prabhu received a single grant of shares of restricted stock on June 21, 2021 in conjunction with our IPO, of which the remaining unvested shares presented above are scheduled to vest on June 21, 2024, subject to his continued employment with an affiliate of our Manager through such dates and accelerated vesting in the event of his death or disability. (4) Mr. Filson’s unvested shares of restricted stock are comprised of: 32,894 shares remaining unvested from a grant on June 21, 2021 in conjunction with our IPO, which shares are scheduled to vest on June 21, 2024; 3,346 shares remaining unvested from a grant on March 11, 2022; which shares vested on March 11, 2024; 8,203 shares remaining unvested from a grant on July 1, 2022, which shares are scheduled to vest in three equal annual installments on July 1, 2024, July 1, 2025 and July 1, 2026; and 19,215 shares granted on July 1, 2023, which shares are scheduled to vest in four equal annual installments on each anniversary of the grant date. The vesting of Mr. Filson’s unvested shares is subject to his continued employment with our Manager through such dates, and accelerated vesting in the event of his death or disability, or severance in accordance with the Severance Policy. (5) In connection with her resignation, Ms. Black forfeited her unvested shares of restricted stock and performance-based restricted stock unit awards on April 30, 2023.

  18. Pay Versus Performance

    Pay Versus Performance The following table provides historical total summary compensation and compensation actually paid for our principal executive officers (each, a “PEO” and together, the “PEOs”) and other NEOs and provides historical information regarding our performance:

  19. Pay Versus Performance

    | Year (1) | Summary Compensation Table Total for Mr. Prabhu ($) (2) | Summary Compensation Table Total for Mr. Williams ($) (2) | Compensation Actually Paid to Mr. Prabhu ($) (3) | Compensation Actually Paid to Mr. Williams ($) (3) | Average Summary Compensation Table Total for non-PEO NEOs ($) (2) | Average Summary Compensation Actually Paid to non-PEO NEOs ($) (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (5) | Net Income (Loss) (in thousands) | | 2023 | $10,105 | N/A | $56,104 | N/A | $545,792 | $579,302 | $73.84 | $33,714 | | 2022 | $22,315 | $1,026,654 | $(118,733) | $594,325 | $726,602 | $(86,785) | $37.74 | $(187,833) | | 2021 | N/A | $4,301,015 | N/A | $3,878,649 | $1,946,667 | $1,779,127 | $88.74 | $21,113 |

  20. Pay Versus Performance

    (1) The PEOs and NEOs for the applicable years were as follows: •2023: Mr. Prabhu served as the Company’s PEO for the entirety of 2023. The Company’s other NEOs were Mr. Filson and Ms. Black. •2022: Mr. Robert Williams served as the Company’s PEO until his separation from service on September 28, 2022, and Mr. Prabhu served as the Company’s PEO thereafter. The Company’s other NEOs were Mr. Filson and Ms. Black. •2021: Mr. Robert Williams served as the Company’s PEO for the entirety of 2021. The Company’s other NEOs were Mr. Filson and Ms. Black. (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in which the NEO served as PEO in the case of Messrs. Williams and Prabhu and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the NEOs other than the individual serving as PEO for all or a portion of such years. (3) Amounts reported in this column are based on total compensation reported for Mr. Williams and Mr. Prabhu in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below.

  21. Pay Versus Performance

    | PEOs | | | | | | | | | | | Year | Summary Compensation Total ($)(a) | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($)(b) | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year ($)(c) | Add/(Subtract) Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ($)(d) | Add Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(e) | Add Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(f) | Minus Fair Value As of Prior Fiscal Year-End of Stock Options and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(g) | Add Dividends Paid on Stock Awards Prior to the Vesting Date that Are Not Otherwise Included in the Total Compensation ($)(h) | Compensation Actually Paid ($) | | Sreeniwas Prabhu | | | | | | | | | | | 2023 | $10,105 | $— | $— | $30,894 | $15,105 | $— | $— | | $56,104 | | 2022 | $22,315 | $— | $— | $(122,628) | $(18,420) | $— | $— | | $(118,733) | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Robert Williams | | | | | | | | | | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | $1,026,654 | $(326,654) | $— | $— | $(756,573) | $302,539 | $— | $348,359 | $594,325 | | 2021 | $4,301,015 | $(3,749,973) | $3,232,871 | $— | $— | $— | $— | $94,736 | $3,878,649 |

  22. Pay Versus Performance

    (a) Represents total compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the aggregate grant date fair value of stock awards granted to Mr. Williams and Mr. Prabhu reported in the Summary Compensation Table during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (c) Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Williams’ and Mr. Prabhu’s outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding stock awards granted in prior fiscal years and held by Mr. Williams and Mr. Prabhu as of the last day of the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by Mr. Williams and Mr. Prabhu that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (f) Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (g) Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (h) Represents the aggregate value of dividends paid on outstanding and unvested stock awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. (4) Amounts reported in this column are based on the average total compensation reported for the NEOs other than the individuals serving as PEO in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

  23. Pay Versus Performance

    | Other NEOs Average (a) | | | | | | | | | | | Year | Summary Compensation Total ($)(a) | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($)(b) | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year ($)(c) | Add/(Subtract) Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ($)(d) | Add Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(e) | Add Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(f) | Minus Fair Value As of Prior Fiscal Year-End of Stock Options and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(g) | Add Dividends Paid on Stock Awards Prior to the Vesting Date that Are Not Otherwise Included in the Total Compensation ($)(h) | Compensation Actually Paid ($) | | 2023 | $545,792 | $(79,167) | $101,840 | $130,440 | $56,554 | $— | $(176,157) | $— | $579,302 | | 2022 | $726,602 | $(173,332) | $59,331 | $(608,048) | $(91,338) | $— | $— | $— | $(86,785) | | 2021 | $1,946,667 | $(1,487,501) | $1,282,382 | $— | $— | $— | $— | $37,579 | $1,779,127 |

  24. Pay Versus Performance

    (a) Please see footnote 1 for the NEOs (other than PEOs) included in the average for each indicated fiscal year. (b) Represents the average total compensation as reported in the Summary Compensation Table for the reported NEOs (other than PEOs) in the indicated fiscal year. (c) Represents the average aggregate grant date fair value of stock awards granted to the reported NEOs (other than PEOs) in the Summary Compensation Table during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ (other than PEOs) outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding stock awards granted in prior fiscal years and held by the NEOs (other than PEOs) as of the last day of the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (f) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by the NEOs (other than PEOs) that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (g) Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (h) Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (i) Represents the average aggregate value of dividends paid on outstanding and unvested stock awards held by the NEOs (other than PEOs) in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on June 17, 2021 (the day on which regular-way trading of our common stock commenced) in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. Relationship Between Pay and Performance The Compensation Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) of Regulation S-K as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial or non-financial performance measure specifically to link executive compensation “actually paid” to Company performance. Description of Relationships Between Pay and Performance The following charts show the relationship between (1) the compensation actually paid to our PEO(s) and the average compensation actually paid to the Other NEOs (each as calculated pursuant to Item 402(v)(2)(iii) of Regulation S-K) and (2) the cumulative TSR of the Company since June 17, 2021 (the day on which regular-way trading of our common stock commenced), and also the relationship between PEO and Other NEO compensation and net income since June 17, 2021.