UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________________________________________________ 
 
SCHEDULE 14A
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 _____________________________________________________________________  

Filed by the registrant  x                             Filed by a party other than the registrant  ¨
 
Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12
 
AG Mortgage Investment Trust, Inc.
(Name of registrant as specified in its charter)
 
(Name of person(s) filing proxy statement, if other than the registrant)
 
Payment of filing fee (Check the appropriate box): 
xNo fee required
¨Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
 



(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
 
¨Fee paid previously with preliminary materials.
¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by Registration Statement number, or the Form or Schedule and the date of its filing.
 
(1)Amount previously paid:
(2)Form, Schedule, or Registration Statement No.:
(3)Filing party:
(4)Date filed:
 
 
 
 


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AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167
 
April 29, 202016, 2021
 
Dear Fellow Stockholders:
 
You are cordially invited to attend the 20202021 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of AG Mortgage Investment Trust, Inc., which will be held on Friday, June 19, 2020Wednesday, May 26, 2021 at 3:10:00 p.m.a.m., Eastern Time. Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders, this year’s Annual Meeting will be held in a virtual meeting format only. We believe that thea virtual meeting format allows the full participation of,by, and interaction with, our stockholder base, while also being sensitive tomindful of the public health and travel concerns that our stockholders may have in light of the COVID-19 pandemic.Youpandemic. You will be able to participate in the Annual Meeting, to vote, and submit your questions via live webcast by visiting www.virtualshareholdermeeting.com/MITT2020.MITT2021. Details of the business to be presented at the meeting can be found in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.proxy statement (the “Proxy Statement”).

Pursuant to rules adopted by the United States Securities and Exchange Commission, we have provided access to our proxy materials over the Internet. Accordingly, we are sending a notice regarding the Internet availability of proxy materials (“Notice”) on or about April 29, 202016, 2021 to our stockholders of record on May 4, 2020.March 29, 2021. The Notice and Proxy Statement contain instructions for your use ofparticipation in this process, including how to access our proxy statementProxy Statement and annual reportthe Annual Report to Stockholders for the fiscal year ended December 31, 2020 over the Internet, how to authorize your proxy to vote online, and how to request a paper copy of the proxy statementProxy Statement and annual reportAnnual Report to Stockholders if you so desire.

If you are unable to attend the virtual meeting,Annual Meeting, it is nevertheless very important that your shares be represented and voted at the Annual Meeting.voted. You may authorize your proxy to vote your shares over the Internet as described in the Notice and Proxy Statement. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card by mail so that your shares may be voted. You may also vote by telephone as described in your proxy card. If you vote your shares over the Internet, by mail or by telephone prior to the Annual Meeting, you may nevertheless revoke your proxy and cast your vote electronically via live webcast at the Annual Meeting.
 
On behalf of the boardBoard of directors,Directors, I extend our appreciation for your participation and continued support.
 
Sincerely,
 
David N. Roberts
Chairman of the Board & Chief Executive Officer
 
 


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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON June 19, 2020MAY 26, 2021
 
NOTICE IS HEREBY GIVEN to holders of shares of common stock of AG Mortgage Investment Trust, Inc., a Maryland corporation (the "Company," "we," "us,"“Company,” “we,” “us,” or "our"“our”), that the 2020Company’s 2021 Annual Meeting Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) will be held on Friday, June 19, 2020,Wednesday, May 26, 2021, at 3:10:00 p.m.a.m., Eastern Time. We are very pleased that this year'sIn light of continuing public health concerns, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. It is important to note that stockholders will have the same rights and opportunities by participating in a virtual meeting as they would if attendingwebcast like an in-person meeting. You can participate in the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MITT2020. You must have your 16-Digit Control Number in order to access the Annual Meeting.MITT2021. The Annual Meeting will be held for the following purposes:
 
1.election of the board of directors, with each director serving a one-year term and until his or her successor is elected and qualified;

2.ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020;

3.approval, on an advisory basis, of our executive compensation; and

4.approval of the AG Mortgage Investment Trust, Inc. 2020 Equity Incentive Plan.

1.to consider and vote upon the election of six directors, with each director serving until the 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified;
We will transact no
2.to consider and vote upon the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021;

3.to consider and vote upon the approval, on an advisory basis, of our executive compensation, as described in the Proxy Statement;

4.to consider and vote upon the approval of the AG Mortgage Investment Trust, Inc. 2021 Manager Equity Incentive Plan; and

5.to consider and vote upon the transaction of such other business at the Annual Meeting, except for businessas may properly broughtcome before the Annual Meeting and any adjournment or postponement thereof.
 
We know of no other matter to come before the Annual Meeting. Only holders of record of our common stock at the close of business on May 4, 2020March 29, 2021 (the “Record Date”) are entitled to notice of, and to attend and to vote at, the Annual Meeting and any adjournmentpostponement or postponementadjournment thereof.
 
If you plan on virtually attending the Annual Meeting, you will need to enter the 16-Digit Control Number on your Noticenotice regarding the Internet availability of the Annual Meeting.proxy materials ("Notice"). Whether or not you plan to access the Annual Meeting, please authorize your proxy to vote your shares over the Internet, as described in the Notice. Alternatively, if you received a paper copy of the proxy card by mail, please mark, sign, date and promptly return the proxy card in the self-addressed stamped envelope provided. You may also authorize your proxy to vote your shares by telephone as described in your proxy card. Stockholders who vote over the Internet, by mail or by telephone prior to the Annual Meeting may nevertheless access the Annual Meeting, revoke their proxies and cast their vote electronically.
 
By Order of the Board of Directors,
 
Raul E. MorenoJenny B. Neslin
General Counsel and Secretary
 
April 29, 202016, 2021
 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Friday, June 19, 2020.Wednesday, May 26, 2021. This proxy statementProxy Statement and the Company’s Annual Report on Form 10-Kto Stockholders for the fiscal year ended December 31, 20192020 are available on the “Financial Reports” page of the “Investor Relations” section of our web sitewebsite at www.agmit.com.


TABLE OF CONTENTS
 
Page
Page
1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
 


 



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AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 1016610167

PROXY STATEMENT
FOR
20202021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 19, 2020MAY 26, 2021

 
This proxy statement (the “Proxy Statement”) is being furnished in connection with the solicitation of proxies by the boardBoard of directorsDirectors (the “Board”) of AG Mortgage Investment Trust, Inc. (the “Company,” “we,” “us” or “our”) for use at our 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday, June 19, 2020Wednesday, May 26, 2021 at 3:10:00 p.m.a.m., Eastern Time. Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders,this year'syear’s Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. We believe that the virtual meeting format allows the full participation of,by, and interaction with, our stockholder base, while also being sensitive tomindful of the public health and travel concerns that our stockholders may have in light of the COVID-19 pandemic.

It is important Any reference herein to note that stockholders will have the same rights and opportunities by participating in a virtual meeting as they would if attending an in-person meeting. You can participate in the Annual Meeting, including any reference to “in-person” attendance, means attending by remote communication via live webcast on the Internet.

Like an in-person meeting, you can vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MITT2020.MITT2021. You must have your 16-Digit Control Number in order to access the Annual Meeting. The proxy statement,Proxy Statement, proxy card, and our 2019 annual report2020 Annual Report to stockholdersStockholders (the “Annual Report”) will be distributed or made available on or about April 16, 2021 to stockholders of record on or about April 29, 2020.the Record Date.


GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
 
In this section of the proxy statement,Proxy Statement, we answer some common questions regarding our 2020 annual meetingAnnual Meeting and the voting of shares at the meeting.
Q:Where and when will the annual meeting be held?
A:
The meeting will be held held on Friday, June 19, 2020Wednesday, May 26, 2021 at 3:10:00 p.m.a.m., Eastern Time. You will be able to participate in the Annual Meeting, vote and submit your questions via live webcast by visiting www.virtualshareholdermeeting.com/MITT2020MITT2021.

Q:Why is the Company holding a virtual meeting?
A:We feel it is appropriate this year to hold a virtual Annual Meeting due to the continuing public health impact of the coronavirus outbreak (COVID-19)COVID-19 and to support the health and well-being of our directors, executive officers and stockholders and their friends and family. We value and encourage broad investor participation and believe that a virtual meeting provides an opportunity for stockholders to attend and participate from their homes while minimizing public safety risks. A virtual meeting, while affording stockholders the same rights and opportunities to participate as they would at an in-person meeting, is also cost-effective for both the Company and its investors, saving travel, venue rental, catering and other expenses.


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Q:What is the quorum for the meeting?
A:A quorum will be present at the Annual Meeting if a majority of the votes entitled to be cast are present, whether in person or by proxy. No business may be conducted at the Annual Meeting if a quorum is not present. As of April 25, 2020, 32,823,511the Record Date, 46,503,439 shares of common stock were issued and outstanding. If less than a majority of outstanding shares entitled to vote are represented at the Annual Meeting, we expect that the Annual Meeting will be adjourned in order to solicit additional proxies.proxies creating the necessary quorum. Notice need not be given of the new date, time or place if announced at the Annual Meeting before an adjournment is taken. Shares that are voted “For,” “Against,” “Abstain,” or, with respect to the election of directors, “Withhold,” will be treated as being present at the Annual Meeting for purposes of establishing a quorum. Accordingly, if you are a stockholder of record as of the Record Date and have returned a valid proxy or attend the Annual Meeting, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the Annual Meeting. Broker non-votes will also be counted as present for purposes of determining the presence of a quorum.

Q:What am I voting on?
A:(1)ElectionThe election of fivesix directors for termseach serving until the 2022 annual meeting of one year;stockholders and until his or her successor is duly elected and qualified;
(2)Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020;the year ending December 31, 2021;
(3)Approval, on an advisory basis, of our executive compensation;compensation, as described in this Proxy Statement; and
(4)Approval of the AG Mortgage Investment Trust, Inc. 20202021 Manager Equity Incentive Plan.
  
Q:How does the board of directorsBoard recommend that I vote on these proposals?
A:(1)“FOR” the election of each of the nominees as directors;
(2)“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020;2021;
(3)“FOR” the approval, on an advisory basis, of the advisoryour resolution on executive compensation;compensation, as described in the Proxy Statement; and
(4)"FOR" the approval of the AG Mortgage Investment Trust, Inc. 20202021 Manager Equity Incentive Plan.
Q:Who is entitled to vote?
A:Only common stockholders of record of our common stock as of the close of business on May 4, 2020 (the “Record Date”)the Record Date are entitled to vote at the Annual Meeting.
 
Q:How do I vote?
A:Whether or not you plan to accessattend the Annual Meeting, we urge you to authorize your proxy to vote your shares over the Internet as described in your notice regarding the Notice.Internet availability of proxy materials (“Notice”). Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided. Authorizing your proxy over the Internet, by mailing a proxy card or by telephone will not limit your right to attend the Annual Meeting and vote your shares in person.
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Q:How do I vote my shares that are held by my broker?
A:If you have shares held by a broker, you may instruct your broker to vote your shares by following the instructions that the broker provides to you. Most brokers allow you to authorize your proxy by mail, telephone and on the Internet.

Q:How do I vote my shares at the Annual Meeting?
A:
First, you must satisfy the requirements for admission to the Annual Meeting by entering the 16-Digit Control Number on your Notice of the Annual Meeting. Then, if you are a stockholder of record as ofat the close of business on May 4, 2020,March 29, 2021, you may cast your vote electronically via live webcast at the Annual Meeting.


You may vote shares held in “street name” at the Annual Meeting only if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.


Even if you plan to accessattend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even ifin the event you later decide not to attend the Annual Meeting.

Q:How many votes do I have?
A:You are entitled to one vote for each whole share of common stock you hold as of the Record Date. Our stockholders do not have the right to cumulate their votes for directors.
 

Q:What are the voting requirements that apply to the proposals discussed in this Proxy Statement?
A:
With respect to the election of directors, you may vote “For” all nominees, “Withhold” your vote as to all nominees, or you may vote “For All Except” one or more nominees. A properly executed proxy statement?marked “Withhold” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. Members of the Board are elected by a plurality of votes cast, in person or by proxy, at the Annual Meeting, provided that a quorum is present. This means the six nominees who receive the greatest number of “For” votes cast will be elected. Neither broker non-votes nor votes marked “Withhold” will have an effect with respect to the election of any nominee.

You may vote “For,” “Against” or “Abstain” on Proposals 2, 3, and 4. To be approved, each of Proposals 2, 3, and 4 must receive the affirmative vote of a majority of the votes cast, in person or by proxy, at the Annual Meeting on the proposal, provided that a quorum is present. Abstentions and broker non-votes, if any, will not be counted as votes cast on Proposals 2, 3 and 4 and will have no effect on the result of the vote.
A:
Proposal   
Vote Required
Discretionary
Voting Allowed?
(1)Election of directorsPlurality**No
(2)Ratification of the appointment of PricewaterhouseCoopers LLPMajority*Yes
(3)Advisory voteApproval, on an advisory basis, of our executive compensationMajority*No
(4)Approval of the 20202021 Manager Equity Incentive PlanMajority*No
* “Majority” means a majority of the votes cast at the Annual Meeting.
** “Plurality” means with regard to the election of directors, that the five* “Majority” means a majority of the votes cast at the Annual Meeting on the particular matter. ** “Plurality” means with regard to the election of directors, that the six nominees for director receiving the greatest number of “for” votes from our shares entitled to vote will be elected.
 
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Q:What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are the “stockholder of record” of those shares.
If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares. The Notice Regarding the Availability ofand Proxy Materials (the “Notice”) and proxy statementStatement and any accompanying documentsdocument have been forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.

Q:How do I aceessattend the Annual Meeting?
A:
You can participate inattend the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MITT2020.MITT2021. You must have your 16-Digit Control Number found on your Notice of the Annual Meeting in order to access the Annual Meeting.
Online access to the webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device. We encourage you to access the webcast in advance of the designated start time.

Q:May stockholders ask questions at the Annual Meeting?
A:Yes. There will be time allotted at the end of the meeting when our representatives will answer questions from participants of the webcast.

Q:Why did I not receive my proxy materials in the mail?
A:As permitted by rules of the United States Securities and Exchange Commission (the “SEC”), we are making this proxy statementProxy Statement and our 2019 annual report,the Annual Report, which includes our annual reportAnnual Report on Form 10-K for the fiscal year ended December 31, 2019 (“Annual Report”),2020, available to our stockholders electronically via the Internet. The “e-proxy” process expedites stockholders’ receipt of proxy materials and lowers the costs and reduces the environmental impact of our Annual Meeting.
On or about April 29, 2020,16, 2021, we mailed to stockholders of record, as of the close of business on the Record Date, the Notice containing instructions on how to access this proxy statement,Proxy Statement, our Annual Report and other soliciting materials via the Internet. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you had previously indicated that you wanted to receive a printed copy. The Notice instructs you on how to access the proxy statementProxy Statement and Annual Report and how you may submit your proxy.

Q:Can I vote my shares by filling out and returning the Notice?
A:No. The Notice identifies the items to be voted on at the annual meeting,Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to authorize your proxy via the Internet or by telephone or vote in person at the annual meetingAnnual Meeting or to request a paper proxy card, which will contain instructions for authorizing a proxy by the Internet, by telephone or by returning a signed paper proxy card.
 
Q:Will there be any other items of business on the agenda?
A:The board of directors doesWe do not know of any other mattersmatter that may be brought before the Annual Meeting nor does itdo we foresee or have reason to believe that proxy holders will have to vote for substitute or alternate nominees for election to the board of directors.Board. In the event that any other matter should come before the Annual Meeting or any nominee is not available for election, the persons named in the enclosed proxy will have discretionary authority to voteexercise all proxies with respect to such matters in accordance with their discretion.
 
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Q:Will anyone contact me regarding this vote?
A:No arrangements or contracts have been made with any solicitors as of the date of this proxy statement,Proxy Statement, although we reserve the right to engage solicitors if we deem them necessary. Such solicitations may be made by mail, telephone, facsimile, e-mail or in person.

Q:Who has paid for this proxy solicitation?
A:We pay for the cost of preparing, printing and mailing the Notice and, to the extent requested by our stockholders, the proxy materials and any additional materials furnished to stockholders. Proxies may be solicited by our directors or our executive officers or by executive officers of AG REIT Management, LLC (our “Manager”) personally, by e-mail or by telephone without additional compensation for such activities. We will also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send appropriate solicitation materials to such beneficial owners, and we will pay such holders their standard and ordinary fees. We will also reimburse such holders for their reasonable out-of-pocket expenses.
Q:What does it mean if I receive more than one Notice?
A:It probably meansIf you receive more than one Notice, your shares are registered differently andin more than one name or are registered in more than one account. Sign and return all proxy cards to ensure that all your shares are voted.
Q:What if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted?
A:If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, all of your shares will be voted FOR Proposals 1, 2, 3, and 4.
If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under the rules of the New York Stock Exchange (“NYSE”), brokers and other nominees have the discretion to vote on routine matters, such as Proposal 2, but do not have discretion to vote on non-routine matters, such as Proposals 1, 3, and 4. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal 2 and any other routine matters properly presented for a vote at the Annual Meeting.
Q:How are abstentions and "broker non-votes" treated?
A:Under NYSE rules, brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on a limited number of “routine” proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. Your shares may be voted on Proposal 2 if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions, since the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firms is considered a "routine"“routine” proposal. All other items on this year'syear’s ballot are considered "non- routine"“non-routine” proposals under NYSE rules for which brokers may not vote absent voting instructions from the beneficial owner. A “broker non-vote” occurs when a broker or other nominee does not vote on a particular proposal because such broker or nominee does not receive such voting instructions and does not have the discretion to vote the shares. Pursuant to Maryland law, abstentions and broker non-votes are not included in the determination of the shares of common stock voting on such matters, but are counted for quorum purposes.
 

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Q:Can I change my vote after I have voted?
A:
Yes. You can change your vote either by:

ž •executing or authorizing, dating and delivering to us a new proxy with a later date that is received no later than June 18, 2020;May 25, 2021;

ž •voting again via the Internet or by telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern Daylight Time, on June 18, 2020;May 25, 2021;

ž •sending a written statement revoking your proxy card to our General Counsel or any corporate officer of the Company, provided such statement is received no later than June 18, 2020;May 25, 2021; or

ž •by accessingattending the Annual Meeting, revoking your proxy and voting electronically via live webcast at the Annual Meeting.

Your virtual attendance at the Annual Meeting will not, by itself, revoke a proxy previously authorized by you. We will honor the proxy card or authorization with the latest date.

Proxy revocation notices should be sent to AG Mortgage Investment Trust, Inc., 245 Park Avenue, 26th Floor, New York, New York 10167, Attention: General Counsel. New paper proxy cards should be sent to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
 
Q:Can I find additional information on the Company’s web site?website?
A:
Yes. Our web site (the “Company’s Web Site”)website is located at www.agmit.com. Although the information contained on the Company’s Web Siteour website is not part of this proxy statement,Proxy Statement, you can view additional information on the Company’s Web Site,our website, such as our corporate governance guidelines, our code of business conduct and ethics, charters of our board committees and reports that we file with the SEC.
 
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PROPOSAL 1: ELECTION OF DIRECTORS

Our nominatingBoard currently consists of six members, including four directors that meet the independence standards of the NYSE. Our Nominating and corporate governance committeeCorporate Governance Committee analyzes the composition of our board of directorsBoard each year. In connection with this review, the nominatingBoard, upon the recommendation of the Nominating and corporate governance committee concluded that the individuals set forth inCorporate Governance Committee, nominated the following paragraph should be nominatedsix individuals to serve until the 20212022 annual meeting of stockholders and until their successors are duly elected and qualified. Accordingly, our board of directors agreed with all of these conclusions. Our board of directors currently consists of seven persons, including four directors that meet the independent standards of the New York Stock Exchange. On October 29, 2019, Arthur Ainsberg advised the Board that he did not intend to stand for re-election, and thus his term will expire at the Annual Meeting. In order to assist the Company in complying with New York Stock Exchange listing requirements relating to director independence, Mr. Sigman notified the Company that he would not stand for re-election as a director at the Annual Meeting. He will continue to serve as the Company’s Chief Financial Officer.

At the Annual Meeting, directors will be elected to serve until the 2021 annual meeting and until their successors are duly elected and qualified. Our board of directors has nominated the following individuals, each of which currently serves on the Board,qualified: David N. Roberts, T.J. Durkin, Debra Hess, Dianne Hurley, Joseph LaManna and Peter Linneman (each a “Nominee,” and, collectively, the “Nominees”), to serve as directors until. 

Each of the 2021Nominees currently serves on the Board and was elected by the stockholders at the Company’s 2020 annual meeting and until their successors are duly elected and qualified.of stockholders, other than Ms. Hurley, who was appointed to our Board on December 1, 2020. The board of directorsBoard 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 boardBoard may recommend, unless the Board determines to reduce the number of directors may recommend.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 and in the “General Information About the Annual Meeting and Voting” section.section of this Proxy Statement.
 

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DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
 
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,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.
David N. Roberts
 
Chairman of the Board & Chief Executive Officer and President
 
Age: 5859
 
Mr. Roberts joined Angelo, Gordon & Co., L.P. ("Angelo Gordon") in 1993 and is Head of Strategy. He is a Managing Director and a member of the firm’s Advisory Board and Executive Committee. At Angelo Gordon, Mr. Roberts has been responsible for helping start and grow a number of the firm’s businesses, including opportunistic real estate, private equity, net lease real estate, residential mortgage-backed securities and energy lending. Within private equity, Mr. Roberts focused in particular on investments in the specialty finance area, including helping create and serving for over 15 years as Lead Director of publicly traded PRA Group, Inc. (formerly Portfolio Recovery Associates, Inc.), a former Angelo Gordon portfolio company whose primary business is the purchase, collection, and management of portfolios of nonperforming loans. Prior to Angelo Gordon, from 1989 to 1993, Mr. Roberts was a Principal at Gordon Investment Corporation, a Canadian merchant bank, where he participated in a wide variety of principal transactions. He also worked in the Corporate Finance Department at L.F. Rothschild where he specialized in mergers and acquisitions. Mr. Roberts has a B.S. degree from The Wharton School of the University of Pennsylvania. He serves as our Chairman and Chief Executive Officer and President and has served as a director of the Company since 2011. Prior to April 2021, Mr. Roberts also served as our President, a position he had held since 2011.
 
Due to his senior management and finance experience and his experience as a director of public and private boards, we believe Mr. Roberts should serve as a member of our board of directors.Board.
   
T.J. Durkin
 
Chief Investment
OfficerPresident
 
Age: 3738
 
 
Mr. Durkin joined Angelo Gordon in 2008 and is a Managing Director, a member of the firm’s Advisory Board, Executive Committee and Co-Head of the firm’s Structured Credit Platform. T.J. hasMr. Durkin serves as our President and served as our Chief Investment Officer sincefrom October 31, 2017 andthrough April 12, 2021. Mr. Durkin also serves as co-Portfolio Manager of Angelo Gordon’s residential mortgage and consumer debt securities portfolios and as a board member of Arc Home, Angelo Gordon’s affiliated mortgage originator and GSE licensed servicer. Prior to joining Angelo Gordon, T.J.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. T.J.Mr. Durkin earned his Bachelor’s degree in finance from the 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. He has served as an executive officer of the Company since 2017 and as a director since 2018.
 
Due to his vast industry experience and mortgage and structured products expertise, we believe Mr. Durkin should serve as a member of our board of directors.Board. 
   

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Debra Hess
 
Independent Director
 
Age: 5657
 
Committees:
- Audit (Chair)
- Compensation
- Nominating and Corporate Governance

 
Ms. Hess most recently served as Chief Financial Officer of NorthStar Asset Management Group’s Chief Financial Officer, a position she heldGroup Inc. (NYSE: NSAM) from July 20112014 until January 2017, when NorthStar merged with Colony Capital. Ms. Hess had also served as Chief Financial Officer of NorthStar Realty Finance Corp. since(NYSE: NRF) from July 2011. Until2011 to January 2017, when NRF merged with Colony Capital. During her tenure at NorthStar until August 2015, Ms. Hess served as Chief Financial Officer for NorthStar'sof 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 previously 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 Boardboard of Directorsdirectors of Radian Group Inc. (NYSE: RDN) and serves, on the Audit Committee and Finance Committee and on the Boardboard of Directorsdirectors of CenterPoint Properties Trust where she is the chair of the Audit Committee.audit committee and on the board of directors of Zell Holdings Inc. 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. Ms. Hess has served as a director of the Company since February 2018.
 
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 of directors.Board.
Joseph LaManna
 
Lead Independent Director
 
Age: 6061
 
Committees:
- Compensation
- Audit
- Nominating and Corporate Governance (Chair)
Mr. LaManna worked at William Blair & Company, LLC from 1987 until his retirement in 2005. During his tenure at William Blair, Mr. LaManna served in several different roles, including senior specialty finance analyst, head of the business services group, and director of research. In addition, he was a member of the firm’s executive committee, equity capital markets committee and audit committee for four years. Mr. LaManna has served on the boards of directors of several privately-held companies in the financial services industry. He is a Chartered Financial Analyst, and he holds a B.A. degree in economics and business administration from Knox College and an M.B.A. degree in finance from the University of Chicago. He has served as a director of the Company since 2011.
 
Due to his extensive financial and investment experience, as well as his experience as a director for several other financial services companies, we believe Mr. LaManna should serve as a member of our board of directors.Board.

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Dianne Hurley

Independent Director

Age: 58

Committee:
Audit Committee
Ms. Hurley is currently the Chief Financial and Operations Officer of Moravian Academy. Previously, she was the Chief Administrative Officer of A&E Real Estate, one of the largest owner/operators of multi-family real estate in New York City. Since 2015, Ms. Hurley has also worked as an operational consultant to various startup asset management firms, including BayPine Capital, Stonecourt Capital LP, and Imperial Companies. From September 2009 to November 2011, Ms. Hurley served as the first Chief Operating Officer of Global Distribution in the Asset Management Division of Credit Suisse. From 2004 to September 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 lead independent director and Chair of the Audit Committee for Griffin-American Healthcare REIT IV. 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. Ms. Hurley has served as a director of the Company since December 2020.

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.
Peter Linneman
 
Independent Director
 
Age: 6970
 
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. He holds both a masters and a doctorate degree in economics from the University of Chicago. 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 New York Stock Exchange listed companies. Dr. Linneman holds both a masters and a doctorate degree in economics from the University of Chicago. He has served as a director of the Company since 2011.


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 of directors.
Board.
Biographical Information Regarding Executive Officers Who Are Not Directors

The following is a list of individuals serving as executive officers of the Company.Company, other than David N. Roberts (our Chairman and Chief Executive Officer) and T.J. Durkin (our President), who serve as members of our Board in addition to their roles as executive officers. For Messrs. Roberts’ and Durkin’s biographical information, see “Information Regarding Director Nominees” above. All of our executive officers serve at the discretion of the board of directors or the chief executive officer.

Board.
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Nicholas Smith

Chief Investment Officer

Age: 40
Mr. Smith joined Angelo Gordon’s structured credit team as a Managing Director in April 2021 and was appointed as our Chief Investment Officer, effective April 12, 2021. Prior to joining Angelo Gordon, Mr. Smith was the Head of Non-Agency Residential Mortgage Trading and Asset-Backed Securities Trading at Bank of America Securities. At Bank of America Securities, he led a team of over 30 professionals and built and oversaw the organization’s Whole Loan Purchase Program. Previously, he served as Director on Guggenheim Securities’ Residential Mortgage Trading and Banking team and Bear Stearns’ Residential Mortgage Finance and Trading team. Mr. Smith graduated from Colgate University with a degree in Mathematical Economics.
Brian C. SigmanAnthony Rossiello
 
Chief Financial Officer
and Treasurer
 
Age: 4233
Mr. SigmanRossiello joined Angelo GordonGordon’s finance team as a Managing Director in 20132020 and is the firm’s Chief Financial Officer. He also currently serveswas appointed as Chief Financial Officer of the firm’s Structured Credit Platform and has been our Chief Financial Officer and Treasurer, since September 4, 2013.effective on January 1, 2021. In this position, Mr. SigmanRossiello also serves as our Principal Financial and Accounting Officer. Mr. Rossiello has previously served as our Controller and interim Principal Accounting Officer from 2013 through 2019.during 2020. Prior to joining Angelo Gordon, Mr. Sigman was the Chief Financial Officer, Principal Accounting Officer and Treasurer of Newcastle Investment Corp. (“Newcastle”) from August 2008 to May 2013. Mr. Sigman was also a Managing Director of Newcastle’s external manager, an affiliate of Fortress Investment Group LLC. Mr. Sigman served as Vice President of Finance of Newcastle from 2006 to 2008 and as Assistant Controller from 2003 through 2006. From 1999 to 2003, Mr. Sigman was a Senior AuditorRossiello began his career at Ernst & Young LLP. He has servedLLP 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 an executive officerwell as working with private companies within the mortgage origination and servicing industry. Mr. Rossiello holds a B.S. degree in Accounting from the State University of the Company since 2013 and as a director since 2018. In order to assist the Company in complying with New York Stock Exchange listing requirements relating to director independence, Mr. Sigman notified the Company that he would not stand for re-election asat Albany and is a director at the Annual Meeting.  He will continue to serve as the Company’s Chief Financial Officer.
Certified Public Accountant.

Raul E. MorenoJenny B. Neslin
 
General Counsel and Secretary
 
Age: 3938
 
 
 
Mr. MorenoMs. Neslin joined Angelo GordonGordon’s legal team as a Managing Director in November 2015 as Senior CounselApril 2021 and was appointed as our General Counsel and Secretary, on November 24, 2015. Mr. Moreno also serveseffective April 5, 2021. Prior to joining the Company, Ms. Neslin was Managing Director and Deputy General Counsel at Colony Capital, Inc. (NYSE:CLNY) (“Colony Capital”). 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 the General Counsel and Secretary for each of our external manager, AG REITNorthStar Real Estate Income Trust, Inc. (“NS Income”) and NorthStar Real Estate Income II, Inc. (“NS Income II”). NS Income and NS Income II were public, non-traded real estate investment trusts managed by NorthStar Asset Management LLC.Group Inc. (“NorthStar”), until NorthStar’s merger with Colony Capital in January 2017. Prior to joining Angelo Gordon, Mr. Morenoan affiliate of NorthStar in July 2013, Ms. Neslin was a Senior Associate at Kaye Scholer LLP from 2010 to 2015 where he focused on private equity, M&A, securities, and corporate governance matters.  Prior to that, Mr. Moreno was a private equityan associate at both Ropes & Gray LLP and Weil, Gotshal & Manges LLP.  Before law school, Mr. Moreno worked as a technology investment banker in the Silicon Valley officeCapital 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 Morgan Stanley.  Mr. Moreno graduated magna cum laudeMusic in Music Business from HarvardNew York University with an A.B. degree in economics and a Juris Doctor from StanfordBenjamin N. Cardozo School of Law School where he earned his J.D. Mr. Moreno has served as an executive officer of the Company since 2015.
at Yeshiva University.
   
Andrew Parks
 
Chief Risk Officer
 
Age: 4748
 Mr. Parks joined 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 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 B.A. degree from Tulane University and a J.D. degree from The University of Texas School of Law. He has served as an executive officer of the Company since 2011.

Our executive officers are elected by the board of directors for an initial term which continues until the board meeting immediately following the next annual statutory meeting of stockholders, and thereafter are elected for a term ending at the following year’s board meeting and until their respective successors are elected and qualified. All of our executive officers are employed by Angelo Gordon, an affiliate of our Manager, in various executive, managerial and administrative positions.

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CORPORATE GOVERNANCE
 
Board of Directors and Committees
 
Our Manager manages our day-to-day operations, subject to the supervision of our board of directors.Board. Our Manager, pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of our Manager’s day-to-day duties and obligations arising under our management agreement. Members of our board of directorsBoard are kept informed of our business through discussions with our and our Manager’s executive officers, by reviewing materials provided to them and by participating in meetings of the board of directorsBoard and its committees. A majority of the members of our board of directorsBoard are “independent,” as determined by the requirements of the NYSE and the regulations of the SEC. Our directors also keep informed about our business through supplemental reports and communications provided to them. Our independent directors meet in executive sessions without the presence of our corporateexecutive officers or non-independent directors.
 
Our board of directorsBoard has formed an audit committee (“Audit Committee”), a compensation committee (“Compensation Committee”) and a nominating and corporate governance committee (“Nominating and Corporate Governance Committee”) and has adopted updated charters for each of these committees as of February 26, 2020.committees. Each of these committees is composed exclusively of independent directors, as defined by the listing standards of the NYSE and, as it relates to the audit committee,Audit Committee, Rule 10A-3(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Moreover, the compensation committeeCompensation Committee is composed exclusively of individuals intended to be, to the extent provided by Rule 16b-3 of the Exchange Act, non-employee directors and will, at such times as we are subject to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), qualify as outside directors for purposes of Section 162(m) of the Code.directors.
 
Board Leadership
 
Our business is conducted day-to-day by our executive officers and our Manager, under the direction of our chief executive officer and the oversight of our board of directors,Board, to enhance long-term value for our stockholders. Our board of directorsBoard is elected by our stockholders on an annual basis to oversee our executive officers and our Manager and to assure that the long-term interests of the stockholders are being served.Manager.
 
The board of directorsBoard annually appoints a chairman of the board, who may or may not be our chief executive officer. If the individual appointed as chairman of the board is our chief executive officer, the board of directors will also appoint a lead independent director. David N. Roberts has served as chief executive officerChief Executive Officer of the Company since our initial public offering in 2011 and as chairmanChairman of the boardour Board since the 2012 annual meeting of stockholders. In these capacities, Mr. Roberts is involved in both our day-to-day operations and the strategic decision making at the board level.
We believe that it is in the best interests of our stockholders for Mr. Roberts to serve as both chairmanChairman of the boardour Board and chief executive officerChief Executive Officer because of in depth knowledge of our Company as our Chief Executive Officer since our initial public offering as well as his decisive, consistent and effective leadership.

When the individual appointed as Chairman of our Board is also our Chief Executive Officer, which is the case currently with Mr. Roberts serving in both roles, the Board will also appoint a lead independent director. Our Board has appointed Joseph LaManna, an independent member of our Board, to serve as our lead independent director. We also believe that having a lead independent director mitigates the riskenhances independent oversight of our chief executive officer also serving as our chairman, which, in certain circumstances, may cause management to have undue influence on a board of directors. Joseph LaManna serves as our lead independent director.Company and management. Our lead independent director chairs executive sessions of the independent directors of the board and meetings of the full board of directorsBoard when the chairman is absent, and otherwise serves as a liaison between the independent directors, the full board of directorsBoard and management.

The board of directorsBoard recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The board of directors understandsBoard believes that there is no single, generally accepted approach to providing board leadership, and the right board leadership structure may vary as circumstances warrant. Consistent with this understanding,belief, our independent directors consider the board’s leadership structure on an annual basis.

Director Independence
 
Under the corporate governance standards of the NYSE, at least a majority of our directors, and all of the members of our audit, compensationAudit, Compensation and nominatingNominating and corporate governance committees,Corporate Governance Committees, must be “independent,” as such term

is defined in the NYSE Listed Company Manual. The NYSE standards provide that to qualify as an “independent”
12

“independent” director, in addition to satisfying certain bright-line criteria, the board of directorsBoard must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). Our board of directorsBoard has affirmatively determined that each of Debra Hess, Dianne Hurley, Joseph LaManna and Peter Linneman satisfies the bright-line independence criteria of the NYSE and that none of them has a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of the board of directors.Board. Therefore, we believe that all of these directors, who constitute a majority of our board of directors,Board, are independent under the NYSE rules, including with respect to committee service.rules.
 
The Nominating and Corporate Governance Committee has adopted limits on the number of public company boards on which our independent directors may serve, to enable them to have sufficient time to devote to their duties to the Company. Unless approved by the board of directors,Board, our independent directors may not serve on more than four (4) public company boards, which number includes service on our board of directors.Board. The Company does not limit the number of not-for-profit boards on which our independent directors may serve.
 
We have implemented procedures for interested parties, including stockholders, to communicate directly with our independent directors. We believe that providing a method for interested parties to communicate directly with our independent directors, rather than the full board of directors,Board, facilitates candid and open communications and provides a more confidential, candid andan efficient method of relaying any interested party’s concerns or comments. See “Communication with the Board of Directors and Independent Directors.”
 
Nomination of Directors
 
Before each annual meeting of stockholders, the nominatingNominating and corporate governance committeeCorporate Governance Committee considers the nomination of all directors whose terms expire at the next annual meeting of stockholders and also considers new candidates whenever there is a vacancy on the board of directorsBoard or whenever a vacancy is anticipated due to a change in the size or composition of the board of directors, a retirement of a director or for any other reasons.anticipated. The nominatingNominating and corporate governance committeeCorporate Governance Committee identifies director candidates based on recommendations from directors, stockholders, management and others. The committee may engage the services of third-party search firms to assist in identifying or evaluating director candidates. In 2019, the nominating and corporate governance committee engaged the National Association of Corporate Directors to assist it in the search of a new director candidate in light of Andrew L. Berger's and Arthur Ainsberg's previously announced notification to the Company that they will not stand for re-election at the Company's 2020 Annual Meeting.
 
Our nominatingNominating and corporate governance committeeCorporate Governance Committee charter provides that the nominatingNominating and corporate governance committeeCorporate Governance Committee will consider nominationsrecommendations for board membership by stockholders. The rules that must be followed to submit nominations are contained in our bylawsNominating and includeCorporate Governance Committee considers candidates proposed by stockholders and evaluates them using the following: (i) the nomination must be received by the committee at least 120 days, but not more than 150 days, before the first anniversary of the mailing datesame criteria as for proxy materials applicable to the annual meeting prior to the annual meeting for which such nomination is proposed for submission and (ii) the nominating stockholder must submit certain information regarding the director nominee, including the nominee’s written consent.other candidates.
 
The nominatingNominating and corporate governance committeeCorporate Governance Committee evaluates annually the effectiveness of the board of directorsBoard as a whole and of each committee and conducts an annual assessment of each independent director. The nominatingNominating and corporate governance committeeCorporate Governance Committee also identifies any areasarea in which the board of directorsBoard would be better served by adding new members with different skills, backgrounds or areas of experience. The board of directorsBoard considers director candidates, including those nominated by stockholders, based on a number of factors including: whether the board member will be “independent,” as such term is defined by the NYSE listing standards; whether the candidate possesses the highest personal and professional ethics, integrity and values; and whether the candidate contributes to the overall diversity of the board of directors; and whether the candidate has an inquisitive and objective perspective, practical wisdom and mature judgment.Board. Candidates are also evaluated on their understanding of our business, experience, and willingness to devote adequate time to carrying out their duties, among other things. The nominatingNominating and corporate governance committeeCorporate Governance Committee also monitors the mix of skills, experience and background of the members of the board of directorsBoard to assure that the board of directorsBoard has the necessary composition to effectively perform its oversight function.

While we do not have a formal policy about diversity, the board of directorsBoard is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which the board nominees are selected. With the addition of Ms. Hurley to our Board in December 2020, 1/3 of the members of our Board are female. Each individual is evaluated in the context of the board of directorsBoard as a whole, with the objective of recommending a group of directors that includes differencesreflects a mix of viewpoint,different viewpoints, professional experience, education, skillskills and other personal qualities and attributes and that can best perpetuatefacilitate the success of the Company’s business and can represent shareholder interests through the exercise of sound judgment, using its diversity of experience.
 

13

Corporate Governance GuidelinesAudit Committee
Ms. Hurley is currently the Chief Financial and Operations Officer of Moravian Academy. Previously, she was the Chief Administrative Officer of A&E Real Estate, one of the largest owner/operators of multi-family real estate in New York City. Since 2015, Ms. Hurley has also worked as an operational consultant to various startup asset management firms, including BayPine Capital, Stonecourt Capital LP, and Imperial Companies. From September 2009 to November 2011, Ms. Hurley served as the first Chief Operating Officer of Global Distribution in the Asset Management Division of Credit Suisse. From 2004 to September 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 lead independent director and Chair of the Audit Committee for Griffin-American Healthcare REIT IV. 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. Ms. Hurley has served as a director of the Company since December 2020.

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.
Peter Linneman
 
Our boardIndependent Director
Age: 70
Committees:
- Compensation (Chair)
- Nominating and Corporate Governance

Dr. Linneman is currently the Emeritus Albert Sussman Professor of directorsReal Estate, Finance, and Public Policy at the University of Pennsylvania, Wharton School of Business where he has also adopted corporate governance guidelines, which are available inbeen on the corporate governance sectionfaculty since 1979. At Wharton, he was the Director of the Company’s Web Site. These guidelines set forthSamuel Zell and Robert Lurie Real Estate Center from 1986-1998 and the practicesChairperson 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 follows with respect to, among other matters,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 New York Stock Exchange listed companies. Dr. Linneman holds both a masters and a doctorate degree in economics from the compositionUniversity of Chicago. He has served as a director of the boardCompany since 2011.

Due to his extensive academic and business experience in real estate, his understanding of directors, director responsibilities, board committees, director accesscomplex 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.
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 David N. Roberts (our Chairman and Chief Executive Officer) and T.J. Durkin (our President), who serve as members of our Board in addition to their roles as executive officers. For Messrs. Roberts’ and Durkin’s biographical information, see “Information Regarding Director Nominees” above. All of our executive officers serve at the discretion of the Board.
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Nicholas Smith

Chief Investment Officer

Age: 40
Mr. Smith joined Angelo Gordon’s structured credit team as a Managing Director in April 2021 and was appointed as our Chief Investment Officer, effective April 12, 2021. Prior to officers,joining Angelo Gordon, Mr. Smith was the ManagerHead of Non-Agency Residential Mortgage Trading and independent advisors, director compensationAsset-Backed Securities Trading at Bank of America Securities. At Bank of America Securities, he led a team of over 30 professionals and performance evaluation ofbuilt and oversaw the board of directors.organization’s Whole Loan Purchase Program. Previously, he served as Director on Guggenheim Securities’ Residential Mortgage Trading and Banking team and Bear Stearns’ Residential Mortgage Finance and Trading team. Mr. Smith graduated from Colgate University with a degree in Mathematical Economics.
Anthony Rossiello
 
Retirement PolicyChief Financial Officer and Treasurer
 
The board of directors believes that 75 is an appropriate retirement age for directors. Directors generally will not be nominated for re-electionAge: 33
Mr. Rossiello joined Angelo Gordon’s finance team as a Managing Director in 2020 and was appointed as our Chief Financial Officer and Treasurer, effective on January 1, 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 Angelo Gordon, Mr. Rossiello began his career at any annual shareholders meeting following their 75th birthday. However,Ernst & Young LLP where he was a Senior Manager in the Board may determineBanking and Capital Markets practice primarily focusing on providing client services to waive this policy in individual cases.
Code of Business Conductpublicly traded companies within the banking and Ethics
Our board of directors has established a code of business conduct and ethics that applies to our officers and directorsmortgage REIT industry as well as working with private companies within the employees, officersmortgage origination and directorsservicing industry. Mr. Rossiello holds a B.S. degree in Accounting from the State University of our affiliates who provide us services (the “Code of Ethics”). Among other matters, our Code of EthicsNew York at Albany and is designed to deter wrongdoing and to promote:
•honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;a Certified Public Accountant.
•accurate, complete, objective, relevant, timely and understandable disclosure in our SEC reports and other public communications;
•compliance with applicable governmental laws, rules and regulations;
•prompt internal reporting of violations of the Code of Ethics to appropriate persons identified in the Code of Ethics; and
•accountability for adherence to the Code of Ethics.
Jenny B. Neslin
 
Any waiver of the Code of Ethics may be made only by our board of directors or one of our board committees. The Code of Ethics is posted in the corporate governance section of the Company’s Web Site. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics by posting such information on the Company’s Web Site.General Counsel and Secretary
 
Board’s Role in Risk OversightAge: 38
 
The board of directors is
Ms. Neslin joined Angelo Gordon’s legal team as a Managing Director in April 2021 and was appointed as our General Counsel and Secretary, effective April 5, 2021. Prior to joining the Company, Ms. Neslin was Managing Director and Deputy General Counsel at Colony Capital, Inc. (NYSE:CLNY) (“Colony Capital”). At Colony Capital, Ms. Neslin was responsible for overseeing our risk management policieslegal oversight of Colony Capital’s capital markets activities (including public and practices. Our executive officers, who are responsible for our day-to-day risk management practices, regularly present to the board of directors on our overall risk profileprivate equity and the processes by which such risks are mitigated. Our Manager also regularly reports to the board on various matters related to our risk exposure. Through regulardebt offerings), ongoing disclosure and consistent communication, our Manager provides reasonable assurances to our board of directors that all of our material operational and investment risks, including among others, liquidity risk, interest rate risk and capital market risk, are being addressed.


Board Meetings and Annual Meeting of Stockholders
The board of directors held ten meetings (including regularly scheduled and special meetings) in 2019, and each director that was a director in 2019 attended at least 75% of the board meetings and each such director also attended at least 75% of his or her committee meetings. We have a policy that directors attend each annual meeting of stockholders; however, some or all of our directors may be unable to attend the Annual Meeting due to scheduling conflicts or otherreporting obligations that may arise. All of our directors in 2019 attended the 2019 annual meeting. The independent directors meet in executive session at least once per quarter during a regularly scheduled board meeting without management. As lead independent director, Mr. LaManna presides at the executive sessions of the independent directors.
Committee Membership
The current committees of the board of directors are the audit committee, the compensation committee and the nominatingunder U.S. federal securities laws and corporate governance committee. The table below provides current membership information.
Director
Audit
Compensation
Nominating and
Corporate
Governance
Arthur Ainsberg
membera01.jpg
membera01.jpg
Debra Hess
chairmana01.jpg
membera01.jpg
membera01.jpg
Joseph LaManna
membera01.jpg
membera01.jpg
chairmana01.jpg
Peter Linneman-
chairmana01.jpg
membera01.jpg
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. (“NS Income”) and NorthStar Real Estate Income II, Inc. (“NS Income II”). NS Income and NS Income II were public, non-traded real estate investment trusts managed by NorthStar Asset Management Group Inc. (“NorthStar”), until NorthStar’s merger with Colony Capital in January 2017. Prior to joining an affiliate of NorthStar in July 2013, 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
 
membera01.jpg - MemberChief Risk Officer
 
chairmana01.jpg - ChairmanAge: 48
Board Committees
Below is
Mr. Parks joined 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 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 descriptioncorporate attorney at Cravath, Swaine & Moore LLP in New York in the areas of each committeemergers and acquisitions, debt and equity capital markets, secured corporate credit and real estate acquisition/finance. Mr. Parks holds a B.A. degree from Tulane University and a J.D. degree from The University of the boardTexas School of directors. The board of directors has affirmatively determined that each committee consists entirely of independent directors pursuant to rules established by the NYSE and rules promulgated under the Exchange Act.Law.

All of our executive officers are employed by Angelo Gordon, an affiliate of our Manager, in various executive, managerial and administrative positions.

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CORPORATE GOVERNANCE
 
Board and Committees
Our Manager manages our day-to-day operations, subject to the supervision of our Board. Our Manager, pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of our Manager’s day-to-day duties and obligations arising under our management agreement. Members of our Board are kept informed of our business through discussions with our and our Manager’s executive officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. A majority of the members of our Board are “independent,” as determined by the requirements of the NYSE and the regulations of the SEC. Our independent directors meet in executive sessions without the presence of our executive officers or non-independent directors.
Our Board has formed an audit committee (“Audit Committee”), a compensation committee (“Compensation Committee”) and a nominating and corporate governance committee (“Nominating and Corporate Governance Committee”) and has adopted charters for each of these committees. Each of these committees is composed exclusively of independent directors, as defined by the listing standards of the NYSE and, as it relates to the Audit Committee, Rule 10A-3(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Moreover, the Compensation Committee is composed exclusively of individuals intended to be, to the extent provided by Rule 16b-3 of the Exchange Act, non-employee directors.
Board Leadership
Our business is conducted day-to-day by our executive officers and our Manager, under the direction of our chief executive officer and the oversight of our Board, to enhance long-term value for our stockholders. Our Board is elected by our stockholders on an annual basis to oversee our executive officers and our Manager.
The Board annually appoints a chairman of the board, who may or may not be our chief executive officer. David N. Roberts has served as Chief Executive Officer of the Company since our initial public offering in 2011 and as Chairman of our Board since the 2012 annual meeting of stockholders. In these capacities, Mr. Roberts is involved in both our day-to-day operations and the strategic decision making at the board level. We believe that it is in the best interests of our stockholders for Mr. Roberts to serve as both Chairman of our Board and Chief Executive Officer because of in depth knowledge of our Company as our Chief Executive Officer since our initial public offering as well as his decisive, consistent and effective leadership.

When the individual appointed as Chairman of our Board is also our Chief Executive Officer, which is the case currently with Mr. Roberts serving in both roles, the Board will also appoint a lead independent director. Our Board has appointed Joseph LaManna, an independent member of our Board, to serve as our lead independent director. We believe that having a lead independent director enhances independent oversight of our Company and management. Our lead independent director chairs executive sessions of the independent directors of the board and meetings of the full Board when the chairman is absent, and otherwise serves as a liaison between the independent directors, the full Board and management.

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board believes that there is no single, generally accepted approach to providing board leadership, and the right board leadership structure may vary as circumstances warrant. Consistent with this belief, our independent directors consider the board’s leadership structure on an annual basis.

Director Independence
Under the corporate governance standards of the NYSE, at least a majority of our directors, and all of the members of our Audit, Compensation and Nominating and Corporate Governance Committees, must be “independent,” as such term is defined in the NYSE Listed Company Manual. The NYSE standards provide that to qualify as an
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“independent” director, in addition to satisfying certain bright-line criteria, the Board must affirmatively determine a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). Our Board has affirmatively determined each of Debra Hess, Dianne Hurley, Joseph LaManna and Peter Linneman satisfies the bright-line independence criteria of the NYSE and none of them has a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of the Board. Therefore, we believe that all of these directors, who constitute a majority of our Board, are independent under the NYSE rules.
The Nominating and Corporate Governance Committee has adopted limits on the number of public company boards on which our independent directors may serve, to enable them to have sufficient time to devote to their duties to the Company. Unless approved by the Board, our independent directors may not serve on more than four public company boards, which number includes service on our Board. The Company does not limit the number of not-for-profit boards on which our independent directors may serve.
We have implemented procedures for interested parties, including stockholders, to communicate directly with our independent directors. We believe providing a method for interested parties to communicate directly with our independent directors, rather than the full Board, facilitates candid and open communications and provides an efficient method of relaying any interested party’s concerns or comments. See “Communication with the Board and Independent Directors.”
Nomination of Directors
Before each annual meeting of stockholders, the Nominating and Corporate Governance Committee considers the nomination of all directors and also considers new candidates whenever there is a vacancy on the Board or whenever a vacancy is anticipated. The Nominating and Corporate Governance Committee identifies director candidates based on recommendations from directors, stockholders, management and others. The committee may engage the services of third-party search firms to assist in identifying or evaluating director candidates.
Our Nominating and Corporate Governance Committee charter provides that the Nominating and Corporate Governance Committee will consider recommendations for board membership by stockholders. The Nominating and Corporate Governance Committee considers candidates proposed by stockholders and evaluates them using the same criteria as for other candidates.
The Nominating and Corporate Governance Committee evaluates annually the effectiveness of the Board as a whole and of each committee and conducts an annual assessment of each independent director. The Nominating and Corporate Governance Committee also identifies any area in which the Board would be better served by adding new members with different skills, backgrounds or areas of experience. The Board considers director candidates, including those nominated by stockholders, based on a number of factors including: whether the board member will be “independent,” as such term is defined by the NYSE listing standards; whether the candidate possesses the highest personal and professional ethics, integrity and values; and whether the candidate contributes to the overall diversity of the Board. Candidates are also evaluated on their understanding of our business, experience, and willingness to devote adequate time to carrying out their duties, among other things. The Nominating and Corporate Governance Committee also monitors the mix of skills, experience and background of the members of the Board to assure the Board has the necessary composition to effectively perform its oversight function.

While we do not have a formal policy about diversity, the Board is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which the board nominees are selected. With the addition of Ms. Hurley to our Board in December 2020, 1/3 of the members of our Board are female. Each individual is evaluated in the context of the Board as a whole, with the objective of recommending a group of directors that reflects a mix of different viewpoints, professional experience, education, skills and other personal qualities and attributes that can best facilitate the success of the Company’s business and can represent shareholder interests through the exercise of sound judgment, using its diversity of experience.

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Audit Committee
Our audit committee consistsMs. Hurley is currently the Chief Financial and Operations Officer of Messrs. AinsbergMoravian Academy. Previously, she was the Chief Administrative Officer of A&E Real Estate, one of the largest owner/operators of multi-family real estate in New York City. Since 2015, Ms. Hurley has also worked as an operational consultant to various startup asset management firms, including BayPine Capital, Stonecourt Capital LP, and LaMannaImperial Companies. From September 2009 to November 2011, Ms. Hurley served as the first Chief Operating Officer of Global Distribution in the Asset Management Division of Credit Suisse. From 2004 to September 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 lead independent director and Ms. Hess, eachChair of whom isthe Audit Committee for Griffin-American Healthcare REIT IV. 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 “financially literate” under the rulesa Master of Business Administration from Yale School of Management. Ms. Hurley has served as a director of the NYSE.Company since December 2020.

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. Hess chairsHurley should serve as a member of our audit committeeBoard.
Peter Linneman
Independent Director
Age: 70
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 as our audit committee financial expert, as that term is defined by the SEC. Our audit committee assistson the board of directors in overseeing:

our accountingof Regency Centers Corporation (NYSE: REG), Paramount Group, Inc. (NYSE: PGRE) and financial reporting processes;

the integrity and audits of our consolidated financial statements;

our compliance with legal and regulatory requirements;

the qualifications and independence of our independent auditors; and

the performance of our independent and internal auditors.

Our audit committee is responsible for engaging independent registered public accounting firms, reviewing with the independent registered public accountants the plans and results of the audit engagement, approving professional services provided by the independent registered public accountants, reviewing the independence of the independent registered public accountants, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.
The audit committee held four meetings in 2019.
Compensation Committee
Our compensation committee consists of Messrs. LaManna, Ainsberg, Linneman and Ms. Hess,Equity Commonwealth (NYSE: EQC), each of whomwhich is an independenta public real estate investment trust. Dr. Linneman has served on over 20 public and private company boards, including as director underof eleven New York Stock Exchange listed companies. Dr. Linneman holds both a masters and a doctorate degree in economics from the rulesUniversity of the NYSE. Mr. Linneman chairs our compensation committee. The responsibilities of our compensation committee include evaluating the performance of our executive officers, reviewing the compensation payable, if any, of our executive officers, evaluating the performance of our Manager, reviewing the equity compensation and fees payable to our Manager under the management agreement, administering our equity incentive plans and any other compensation plans, policies and programs, discharging the board of director’s responsibilities relating to compensation payable to our independent directors and reviewing and recommending to the board of directors compensation plans, policies and programs. No executive officer of the Company is involved in determining non-executive director compensation levels.
The compensation committee held four meetings in 2019.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Messrs. LaManna and Linneman and Ms. Hess, each of whom is an independent director under the rules of the NYSE. Mr. LaManna chairs our nominating and corporate governance committee. Our nominating and corporate governance committee is responsible for seeking, considering and recommending to our board of directors qualified candidates for election as directors and recommending a slate of nominees for election as directors at each annual meeting of stockholders. The committee also recommends to our board of directors the appointment of each of our executive officers. It also periodically prepares and submits to our board of directors for adoption the committee’s selection criteria for director nominees. It reviews and makes recommendations on matters involving the general operation of our board of directors and our corporate governance and annually recommends to our board of directors the nominees for each committee of the board of directors. In addition, the committee annually conducts an evaluation of our board of directors performance.
The nominating and corporate governance committee held four meetings in 2019.
Other Committees
Our board of directors may from time to time establish other committees to facilitate the management of the Company.
Stock Ownership Guidelines
Our minimum share ownership guidelines for directors, which were updated on October 31, 2017, require that each director acquire and maintain a minimum number of shares equal to four (4) times the basic annual cash retainer payable to non-employee directors within four years of becoming subject to the guidelines. From time to time, the nominating and corporate governance committee of the board of directors will review each director’s compliance with the guidelines and may grant exceptions to the guidelines as it deems appropriate. All of our directors are either currently in compliance with the minimum share ownership guidelines or are still within the four year grace period for compliance.
Our minimum share ownership guidelines for executive officers became effective in February 2014 and require that our Chief Executive Officer, Chief Investment Officer and Chief Financial Officer acquire and maintain a minimum equity investment in our company of 15,000 shares of our common stock. Any executive officer elected to an office subject to the minimum share ownership guidelines after the minimum share ownership guidelines became effective

must be compliant within three years of the date of his or her election. Until the minimum equity investment is met, an executive officer subject to the guidelines must retain all of our common stock granted to him or her as compensation. From time to time, the nominating and corporate governance committee of the board of directors will review each executive officer’s compliance with the guidelines and may grant exceptions to the guidelines as it deems appropriate and market-competitive on a case-by-case basis. All of our executive officers subject to the minimum share ownership guidelines are currently in compliance therewith.
Policy Prohibiting Pledging and Hedging of Our Securities
Our Policy Prohibiting Pledging and Hedging of AG Mortgage Investment Trust, Inc. Securities, which became effective in February 2014, applies to each of our directors and officers, and states that each such person is prohibited from (i) making or maintaining any pledges of our securities or otherwise holding our securities in a margin account and (ii) engaging in any hedging transactions with respect to our securities, including, without limitation, the use of financial instruments, such as prepaid variable forward contracts, equity swaps, collars or exchange funds.
Compensation Committee Interlocks and Insider Participation
Our compensation committee is comprised solely of the following independent, non-employee directors: Messrs. Linneman, LaManna, Ainsberg and Ms. Hess. None of the members of our compensation committee is or has been an employee or officer of us or any of our affiliates. None of our executive officers currently serves, or during the past fiscal yearChicago. He has served as a director of the Company since 2011.

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.
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 David N. Roberts (our Chairman and Chief Executive Officer) and T.J. Durkin (our President), who serve as members of our Board in addition to their roles as executive officers. For Messrs. Roberts’ and Durkin’s biographical information, see “Information Regarding Director Nominees” above. All of our executive officers serve at the discretion of the Board.
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Nicholas Smith

Chief Investment Officer

Age: 40
Mr. Smith joined Angelo Gordon’s structured credit team as a Managing Director in April 2021 and was appointed as our Chief Investment Officer, effective April 12, 2021. Prior to joining Angelo Gordon, Mr. Smith was the boardHead of directors or compensation committeeNon-Agency Residential Mortgage Trading and Asset-Backed Securities Trading at Bank of another entity that has one or more executive officers servingAmerica Securities. At Bank of America Securities, he led a team of over 30 professionals and built and oversaw the organization’s Whole Loan Purchase Program. Previously, he served as Director on our board of directors or compensation committee.Guggenheim Securities’ Residential Mortgage Trading and Banking team and Bear Stearns’ Residential Mortgage Finance and Trading team. Mr. Smith graduated from Colgate University with a degree in Mathematical Economics.
Anthony Rossiello
 
Communication with the Board of DirectorsChief Financial Officer and Independent DirectorsTreasurer
 
Our boardAge: 33
Mr. Rossiello joined Angelo Gordon’s finance team as a Managing Director in 2020 and was appointed as our Chief Financial Officer and Treasurer, effective on January 1, 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 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 B.S. degree in Accounting from the State University of directors or any individual director may be contacted by any party via mailNew York at the address listed below:Albany and is a Certified Public Accountant.
Jenny B. Neslin
 
Board of Directors
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167
Attn: General Counsel and Secretary
 
We believe that providing a method for interested parties to communicate directly with our independent directors, rather than the full board of directors, provides a confidential, candid and efficient method of relaying any interested party’s concerns or comments. As discussed above, our lead independent director is Mr. LaManna. The independent directors can be contacted by any party via mail at the address listed below:Age: 38
 
Independent Directors
AG Mortgage Investment
Ms. Neslin joined Angelo Gordon’s legal team as a Managing Director in April 2021 and was appointed as our General Counsel and Secretary, effective April 5, 2021. Prior to joining the Company, Ms. Neslin was Managing Director and Deputy General Counsel at Colony Capital, Inc. (NYSE:CLNY) (“Colony Capital”). 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.
245 Park Avenue, 26th Floor
(“NS Income”) and NorthStar Real Estate Income II, Inc. (“NS Income II”). NS Income and NS Income II were public, non-traded real estate investment trusts managed by NorthStar Asset Management Group Inc. (“NorthStar”), until NorthStar’s merger with Colony Capital in January 2017. Prior to joining an affiliate of NorthStar in July 2013, 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 New York 10167
University and a Juris Doctor from Benjamin N. Cardozo School of Law at Yeshiva University.
Attn: General CounselAndrew Parks
 
The Company does not screen mail except when warranted for security purposes, and all letters will be forwarded to our board of directors, any specified committee or individual directors.


PROPOSAL 2: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMChief Risk Officer
 
The audit committee of our board of directors has recommended the accounting firm of PricewaterhouseCoopers LLP for reappointmentAge: 48
Mr. Parks joined Angelo Gordon in August 2009 as our independent registered public accountants for the year ending December 31, 2020, subject to ratification of this appointment by our stockholders. PricewaterhouseCoopers LLPChief Risk Officer and has served as our independent registered public accountantsChief Risk Officer since our initial public offeringIPO in July 20112011. Before joining 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 is considered by our managementLatin America. Prior to be well qualified.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 B.A. degree from Tulane University and a J.D. degree from The University of Texas School of Law.

All of our executive officers are employed by Angelo Gordon, an affiliate of our Manager, in various executive, managerial and administrative positions.

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CORPORATE GOVERNANCE
Board and Committees
Our Manager manages our day-to-day operations, subject to the supervision of our Board. Our Manager, pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of our Manager’s day-to-day duties and obligations arising under our management agreement. Members of our Board are kept informed of our business through discussions with our and our Manager’s executive officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. A majority of the members of our Board are “independent,” as determined by the requirements of the NYSE and the regulations of the SEC. Our independent directors meet in executive sessions without the presence of our executive officers or non-independent directors.
Our Board has formed an audit committee (“Audit Committee”), a compensation committee (“Compensation Committee”) and a nominating and corporate governance committee (“Nominating and Corporate Governance Committee”) and has adopted charters for each of these committees. Each of these committees is composed exclusively of independent directors, as defined by the listing standards of the NYSE and, as it relates to the Audit Committee, Rule 10A-3(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Moreover, the Compensation Committee is composed exclusively of individuals intended to be, to the extent provided by Rule 16b-3 of the Exchange Act, non-employee directors.
Board Leadership
Our business is conducted day-to-day by our executive officers and our Manager, under the direction of our chief executive officer and the oversight of our Board, to enhance long-term value for our stockholders. Our Board is elected by our stockholders on an annual basis to oversee our executive officers and our Manager.
The Board annually appoints a chairman of the board, who may or may not be our chief executive officer. David N. Roberts has served as Chief Executive Officer of the Company since our initial public offering in 2011 and as Chairman of our Board since the 2012 annual meeting of stockholders. In these capacities, Mr. Roberts is involved in both our day-to-day operations and the strategic decision making at the board level. We believe that it is in the best interests of our stockholders for Mr. Roberts to serve as both Chairman of our Board and Chief Executive Officer because of in depth knowledge of our Company as our Chief Executive Officer since our initial public offering as well as his decisive, consistent and effective leadership.

When the individual appointed as Chairman of our Board is also our Chief Executive Officer, which is the case currently with Mr. Roberts serving in both roles, the Board will also appoint a lead independent director. Our Board has appointed Joseph LaManna, an independent member of our Board, to serve as our lead independent director. We believe that having a lead independent director enhances independent oversight of our Company and management. Our lead independent director chairs executive sessions of the independent directors of the board and meetings of the full Board when the chairman is absent, and otherwise serves as a liaison between the independent directors, the full Board and management.

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board believes that there is no single, generally accepted approach to providing board leadership, and the right board leadership structure may vary as circumstances warrant. Consistent with this belief, our independent directors consider the board’s leadership structure on an annual basis.

Director Independence
Under the corporate governance standards of the NYSE, at least a majority of our directors, and all of the members of our Audit, Compensation and Nominating and Corporate Governance Committees, must be “independent,” as such term is defined in the NYSE Listed Company Manual. The NYSE standards provide that to qualify as an
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“independent” director, in addition to satisfying certain bright-line criteria, the Board must affirmatively determine a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). Our Board has affirmatively determined each of Debra Hess, Dianne Hurley, Joseph LaManna and Peter Linneman satisfies the bright-line independence criteria of the NYSE and none of them has a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of the Board. Therefore, we believe that all of these directors, who constitute a majority of our Board, are independent under the NYSE rules.
The Nominating and Corporate Governance Committee has adopted limits on the number of public company boards on which our independent directors may serve, to enable them to have sufficient time to devote to their duties to the Company. Unless approved by the Board, our independent directors may not serve on more than four public company boards, which number includes service on our Board. The Company does not limit the number of not-for-profit boards on which our independent directors may serve.
We have implemented procedures for interested parties, including stockholders, to communicate directly with our independent directors. We believe providing a method for interested parties to communicate directly with our independent directors, rather than the full Board, facilitates candid and open communications and provides an efficient method of relaying any interested party’s concerns or comments. See “Communication with the Board and Independent Directors.”
Nomination of Directors
Before each annual meeting of stockholders, the Nominating and Corporate Governance Committee considers the nomination of all directors and also considers new candidates whenever there is a vacancy on the Board or whenever a vacancy is anticipated. The Nominating and Corporate Governance Committee identifies director candidates based on recommendations from directors, stockholders, management and others. The committee may engage the services of third-party search firms to assist in identifying or evaluating director candidates.
Our Nominating and Corporate Governance Committee charter provides that the Nominating and Corporate Governance Committee will consider recommendations for board membership by stockholders. The Nominating and Corporate Governance Committee considers candidates proposed by stockholders and evaluates them using the same criteria as for other candidates.
The Nominating and Corporate Governance Committee evaluates annually the effectiveness of the Board as a whole and of each committee and conducts an annual assessment of each independent director. The Nominating and Corporate Governance Committee also identifies any area in which the Board would be better served by adding new members with different skills, backgrounds or areas of experience. The Board considers director candidates, including those nominated by stockholders, based on a number of factors including: whether the board member will be “independent,” as such term is defined by the NYSE listing standards; whether the candidate possesses the highest personal and professional ethics, integrity and values; and whether the candidate contributes to the overall diversity of the Board. Candidates are also evaluated on their understanding of our business, experience, and willingness to devote adequate time to carrying out their duties, among other things. The Nominating and Corporate Governance Committee also monitors the mix of skills, experience and background of the members of the Board to assure the Board has the necessary composition to effectively perform its oversight function.

While we do not have a formal policy about diversity, the Board is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which the board nominees are selected. With the addition of Ms. Hurley to our Board in December 2020, 1/3 of the members of our Board are female. Each individual is evaluated in the context of the Board as a whole, with the objective of recommending a group of directors that reflects a mix of different viewpoints, professional experience, education, skills and other personal qualities and attributes that can best facilitate the success of the Company’s business and can represent shareholder interests through the exercise of sound judgment, using its diversity of experience.

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Corporate Governance Guidelines
Our Board has also adopted corporate governance guidelines, which are available in the corporate governance section of our website. These guidelines set forth the practices the Board follows with respect to, among other matters, the composition of the Board; director responsibilities; board committees; director access to executive officers, the Manager and independent advisors; director compensation; and regular evaluations of the performance of the Board.
Retirement Policy
The Board believes that 75 years of age is an appropriate retirement age for directors. Directors generally will not be nominated for re-election at any annual stockholders meeting following their 75th birthday. However, the Board may determine to waive this policy in individual cases.
Code of Business Conduct and Ethics
Our Board has established a code of business conduct and ethics that applies to our executive officers and directors as well as the employees, executive officers and directors of our affiliates who provide us services (the “Code of Ethics”). Among other matters, our Code of Ethics is designed to deter wrongdoing and to promote:
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
accurate, complete, objective, relevant, timely and understandable disclosure in our SEC reports and other public communications;
We expect that a representative
•compliance with applicable governmental laws, rules and regulations;
•the protection of PricewaterhouseCoopers LLP will be present atCompany assets, including corporate opportunities and confidential information;
•prompt internal reporting of violations of the Annual Meeting, will be given the opportunity to make a statement if he or she so desires and will also be available to respondCode of Ethics to appropriate questions.
RECOMMENDATION OF THE BOARD:
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020.
The voting requirements for this proposal are described above andpersons identified in the Code of Ethics; and
•accountability for adherence to the Code of Ethics.
Any waiver of the Code of Ethics may be made only by our Board or one of our board committees. The Code of Ethics is posted in the “Investor Relations-Corporate Governance” section of our website, www.agmit.com. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics by posting such information on our website.
Board’s Role in Risk Oversight
The Board is responsible for overseeing our risk management policies and practices. Our executive officers, including our Chief Risk Officer, who are responsible for our day-to-day risk management practices, regularly present to the Board on our overall risk profile and the processes by which such risks are mitigated. Our Manager also regularly reports to the board on various matters related to our risk exposure. Through regular and consistent communication, our Manager provides reasonable assurances to our Board that all of our material operational and investment risks, including among others, liquidity risk, interest rate risk and capital market risk, are understood and addressed.
Board Meetings and Annual Meeting of Stockholders
The Board held 35 meetings (including regularly scheduled and special meetings) in 2020, and each director who was a director in 2020 attended at least 75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served). We have a
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policy that directors attend each annual meeting of stockholders. All of our directors serving in June 2020 attended the 2020 annual meeting of stockholders. The independent directors meet in executive session at least once per quarter during a regularly scheduled board meeting without management. As lead independent director, Mr. LaManna presides at the executive sessions of the independent directors.
Committee Membership
The current committees of the Board are the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The table below provides current membership information.

Director
  Audit  
Compensation
Nominating and
Corporate
Governance
Debra Hess
    image151.jpg(1)
image93.jpg
image93.jpg
Joseph LaManna
image93.jpg
image93.jpg
image151.jpg
Dianne Hurley
image93.jpg
--
Peter Linneman-
image151.jpg
image93.jpg
Number of Meetings Held in 2020557
image93.jpg - Member
image151.jpg - Chairman

(1) Ms. Hess serves as our audit committee financial expert.
Board Committees
Below is a description of each committee of the Board. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee has adopted a charter, which is available at our website at www.agmit.com under the heading “Investor Relations – Corporate Governance.”
Audit Committee
Our Audit Committee consists of Mses. Hess, Hurley and Mr. LaManna, each of whom is an independent director and “financially literate” under the rules of the NYSE. Ms. Hess chairs our Audit Committee and serves as our audit committee financial expert, as that term is defined by the SEC. Our Audit Committee assists the Board in overseeing:

•our internal controls over financial reporting;

•our accounting and financial reporting processes;

•the integrity and audits of our consolidated financial statements;

•our compliance with legal and regulatory requirements;

•our information technology security program;
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•the qualifications and independence of our independent auditors; and

•the performance of our independent and internal auditors.
Our Audit Committee is responsible for engaging independent registered public accounting firms, reviewing with the independent registered public accountants the plans and results of the audit engagement, approving professional services provided by the independent registered public accountants, reviewing the independence of the independent registered public accountants, considering the range of audit and non-audit fees, and reviewing the adequacy of our internal controls over financial reporting.
Compensation Committee
Our Compensation Committee consists of Messrs. Linneman, LaManna and Ms. Hess, each of whom is an independent director under the rules of the NYSE. Dr. Linneman chairs our Compensation Committee. The responsibilities of our Compensation Committee include evaluating the performance of our executive officers; reviewing the compensation payable by us, if any, to our executive officers; evaluating the performance of our Manager; reviewing the equity compensation and fees payable to our Manager under the management agreement; administering our equity incentive plans and any other compensation plans, policies and programs; discharging our Board’s responsibilities relating to compensation payable to our independent directors; and reviewing and recommending to the Board compensation plans, policies and programs.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Messrs. LaManna and Linneman and Ms. Hess, each of whom is an independent director under the rules of the NYSE. Mr. LaManna chairs our Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is responsible for seeking, considering and recommending to our Board qualified candidates for election as directors and recommending a slate of nominees for election as directors at each annual meeting of stockholders. The committee also recommends to our Board the appointment of each of our executive officers. It also periodically prepares and submits to our Board for adoption the committee’s selection criteria for director nominees. It reviews and makes recommendations on matters involving the general operation of our Board and our corporate governance and annually recommends to our Board the nominees for each committee of the Board. In addition, the committee annually conducts an evaluation of the performance of our Board, both individually and collectively.
Other Committees
Our Board may from time to time establish other committees to facilitate the management of the Company.
Stock Ownership Guidelines
Our minimum share ownership guidelines for directors require that each director acquire and maintain a minimum number of shares equal to four times the basic annual cash retainer payable to non-employee directors within four years of becoming subject to the guidelines. From time to time, the Nominating and Corporate Governance Committee of the Board will review each director’s compliance with the guidelines and may grant exceptions to the guidelines as it deems appropriate. All of our directors are either currently in compliance with the minimum share ownership guidelines or are still within the four year grace period for compliance.
Our minimum share ownership guidelines for executive officers require that our Chief Executive Officer, President, Chief Investment Officer and Chief Financial Officer acquire and maintain a minimum equity investment in the company of 15,000 shares of our common stock. Any executive officer elected to an office subject to the minimum share ownership guidelines after the minimum share ownership guidelines became effective must be compliant within three years of the date of his or her election. Until the minimum equity investment is met, an executive officer subject to the guidelines must retain all of our common stock granted to him or her as compensation. From
16

time to time, the Nominating and Corporate Governance Committee of the Board will review each executive officer’s compliance with the guidelines and may grant exceptions to the guidelines as it deems appropriate and market-competitive on a case-by-case basis. All of our executive officers subject to the minimum share ownership guidelines are currently in compliance therewith.
Policy Prohibiting Pledging and Hedging of Our Securities
Our Policy Prohibiting Pledging and Hedging of AG Mortgage Investment Trust, Inc. Securities applies to each of our directors and executive officers, and states that each such person is prohibited from (i) making or maintaining any pledges of our securities or otherwise holding our securities in a margin account and (ii) engaging in any hedging transactions with respect to our securities, including, without limitation, the use of financial instruments, such as prepaid variable forward contracts, equity swaps, collars or exchange funds.
Compensation Committee Interlocks and Insider Participation
Our Compensation Committee consists solely of the following independent, non-employee directors: Messrs. Linneman, LaManna and Ms. Hess. None of the members of our Compensation Committee is or has been an employee or officer of us or any of our affiliates. During 2020, none of the Company's executive officers served on the compensation committee (or other committee serving an equivalent function) of another entity whose executive officers served on the Compensation Committee or Board.
Communication with the Board and Independent Directors
Our Board or any individual director may be contacted by any party via mail at the address listed below:
Board of Directors
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167
Attn: General Counsel
We believe that providing a method for interested parties to communicate directly with our independent directors, rather than the full Board, provides a confidential, candid, and efficient method of relaying any interested party’s concerns or comments. As discussed above, our lead independent director is Mr. LaManna. The independent directors can be contacted by any party via mail at the address listed below:
Independent Directors
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167
Attn: General Counsel
The Company does not screen mail except when warranted for security purposes, and all correspondence will be forwarded to our Board, any specified committee or individual directors as specified in the correspondence.

17

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board has appointed the accounting firm of PricewaterhouseCoopers LLP as our independent registered public accountants for the year ending December 31, 2021, and recommended the ratification of this appointment by our stockholders. PricewaterhouseCoopers LLP has served as our independent registered public accountants since our initial public offering in July 2011 and is considered by our management to be well qualified.
We expect that a representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting to respond to appropriate questions.
RECOMMENDATION OF THE BOARD:
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.
The voting requirements for this proposal are described above and in the “General Information About The Annual Meeting And Voting” section.

18



AUDIT COMMITTEE MATTERS
 
Fee Disclosure
 
The following is a summary of the fees billed to the Company by PricewaterhouseCoopers LLP for professional services rendered for the fiscal years ended December 31, 20192020 and 2018:2019:
 
Fiscal Year Ended December 31,
 Fiscal Year Ended December 31, 20202019
 2019 2018
Audit Fees $1,466,048
 $1,359,900
Audit Fees(1)
Audit Fees(1)
$1,401,475$1,466,048
Audit-Related Fees —
 —
Audit-Related Fees—
Tax Fees 214,600
 168,700
Tax Fees(2)
Tax Fees(2)
199,100214,600
All Other Fees —
 —
All Other Fees—
  
  
  
Total $1,680,648
 $1,528,600
Total$1,600,575$1,680,648
 
Audit Fees
“Audit(1) “Audit Fees” consist of fees and related expenses billed for professional services rendered for the audit of the financial statements and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements. Audit Fees include fees for professional services rendered in connection with quarterly and annualthe audits of our consolidated financial statements andperformed by PricewaterhouseCoopers LLP. Audit Fees include fees and expenses related to the audit of internal control over financial reporting, the review of the Company’s quarterly reports on Form 10-Q, and the issuance of consents and comfort letters by PricewaterhouseCoopers LLP related to our publicequity offerings and registration statements. In 20192020 and 2018,2019, fees and expenses related to the issuance of consents and comfort letters included in the total Audit Fees were $39,000 and $125,000, and $45,000, respectively.
Audit-Related Fees
“Audit-Related Fees” consist of fees and related expenses for products and services other than services described under “Audit Fees” and “Tax Fees.” PricewaterhouseCoopers LLP did not provide any such products or services for us during the years ended December 31, 2019 and 2018.
Tax Fees
(2) “Tax Fees” consist of fees and related expenses billed for professional services for tax compliance, tax advice and tax planning. These services included assistance regarding federal and state tax compliance and tax planning and structuring.
All Other Fees
“All Other Fees” consist of fees and expenses for products and services that are not “Audit Fees,” “Audit-Related Fees” or “Tax Fees.” In 2019 and 2018, PricewaterhouseCoopers LLP did not provide any such other products or services.
 
Pre-Approval Policy
 
All audit, tax and other services provided to us were reviewed and pre-approved by the audit committee. The audit committee concluded that the provision of such services by PricewaterhouseCoopers LLP was compatibleAudit Committee in accordance with the maintenanceterms of the Audit Committee’s charter. In addition, our Audit Committee has established a pre-approval policy pursuant to which a list of specific services within certain categories of services, including audit, audit-related, tax and other services, are specifically pre-approved, subject to an aggregate maximum fee established annually and payable by the Company for each category of pre-approved services. Any service that firm’s independenceis not included in the conductapproved list of its auditing functions. Circumstances may arise during the following twelve-month period when it may become necessary to engage PricewaterhouseCoopers LLP to provide additional services or additional effort that were not contemplated in the original pre-approval by the audit committee. Such additional services require separate approvalmust be separately pre-approved by the Audit Committee. In addition, all audit and permissible non-audit services in excess of the pre-approved fee level, whether or not included on the pre-approved list of services, must be separately pre-approved by the Audit Committee.
19

AUDIT COMMITTEE REPORT
 
The audit committee (the “Audit Committee”) of the board of directors (the “Board”) of AG Mortgage Investment Trust, Inc. (the “Company”) has furnished the following report to stockholders of the Company in accordance with rules adopted by the SEC.Securities and Exchange Commission (the “SEC”). The audit committeeAudit Committee has the duties and powers described in its written charter adopted by the Board of February 26, 2020. A copy of the charter is available on the Company's website at http://www.agmortgageinvestmenttrust.com/index.php/corporate-governance/highlightswww.agmit.com.
 
The Company’s management has primary responsibility for establishing and maintaining effective internal controls over financial reporting, preparing the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles, and managing the public reporting process. PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm (“PwC”), is responsible for forming and expressing opinions on the conformity of the Company’s audited consolidated financial statements in accordance with U.S. generally accepted accounting principles, in all material respects, and on the effectiveness of the Company’s internal controlcontrols over financial reporting.
 
The audit committeeAudit Committee reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2019,2020, including a discussion of the acceptability and appropriateness of significant accounting policies and management’s assessment of the effectiveness of the Company’s internal controlcontrols over financial reporting. The audit committeeAudit Committee discussed with the Company’s independent registered public accounting firm matters related to the conduct of the audits of the Company’s consolidated financial statements and internal controlcontrols over financial reporting. The audit committeeAudit Committee also reviewed with management and the independent registered public accounting firm the reasonableness of significant estimates and judgments made in preparing the consolidated financial statements, as well as the clarity of the disclosures in the consolidated financial statements and related notes. The audit committeeAudit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company's financial statements.
 
The audit committeeAudit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”).
 
The audit committeeAudit Committee has also received and reviewed the written communications from PwC as required by the applicable requirements of the PCAOB regarding PwC's communications with the audit committeeAudit Committee concerning independence and has discussed with PwC its independence.
 
Based on the reviews and discussions described in this report, and subject to the limitations on the role and responsibilities of the audit committeeAudit Committee referred to in this report and in the Company’s audit committeeAudit Committee charter, the audit committeeAudit Committee recommended to the board of directorsBoard (and the board of directorsBoard approved) that the audited consolidated financial statements and related notes be included in the Annual Report on Form 10-K for the year ended December 31, 20192020 for filing with the SEC. The audit committeeAudit Committee also selected and appointed PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020,2021 and is presenting this appointment to the Company’s stockholders for ratification.

Former Audit Committee member Andrew L. Berger resigned from the Board of Directors on March 25, 2020 and did not take part in the review and discussion referred to in this report. Effective upon Mr. Berger’s resignation, Arthur Ainsberg replaced Mr. Berger on the Audit Committee. Mr. Ainsberg is currently a member ofBy the Audit Committee but was not a member of the Audit Committee when it reviewed and discussed the recommendations referred to above.

By the audit committee
 
Debra Hess (Chair)
Arthur AinsbergDianne Hurley
Joseph LaManna

20

PROPOSAL 3: APPROVAL ON AN ADVISORY VOTE APPROVINGBASIS OF OUR EXECUTIVE COMPENSATION
 
At our 2018 annual meeting, we asked our stockholders to vote, on an advisory basis, to recommend the frequency with which we would provide future advisory votes on named executive officer compensation. At our 2018 annual meeting, 98% of our stockholders who voted on the "say“say on frequency"frequency” proposal voted, on an advisory basis, to hold future advisory votes on named executive officer compensation each year. Taking into consideration the recommendation of the stockholders, our board of directorsBoard elected to hold advisory votes on named executive officer compensation each year. In the future, our board of directorsBoard may reconsider the frequency with which we hold advisory votes on named executive officer compensation.
 
Our board of directorsBoard is committed to corporate governance best practices and recognizes the significant interest of stockholders in executive compensation matters. We are providing this advisory vote as required pursuant to the rules of the SEC. We are asking our stockholders to indicate their support for our named executive officer compensation as disclosed in this proxy statement.Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall policies and practices that apply to the compensation of our named executive officers. We will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
 
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 20202021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosure.”
 
While this vote is advisory and not binding on us or the compensation committee,Compensation Committee, it will provide information to us and the compensation committeeCompensation Committee regarding stockholder sentiment about our executive compensation policies and practices. Our board of directorsBoard and our compensation committeeCompensation Committee value the opinions of our stockholders. ToIn the extentevent there is anya significant vote against the named executive officer compensation as disclosed in this proxy statement,Proxy Statement, we will consider our stockholders’ concerns, and the compensation committeeCompensation Committee will evaluate whether any actions are necessary to address those concerns.
 
As described in detail under the heading “Executive Compensation” below, we are externally managed by AG REIT Management, LLC, our Manager, pursuant to the management agreement between our Manager and us. Our Manager, pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of our Manager’s day-to-day duties and obligations arising under our management agreement. In 2019,2020, we did not have any employees whom we compensated directly with salaries,salary, other cash compensation or stock-based compensation. A portion of our named executive officers’ compensation was paid out of funds from the management fees we pay to our Manager and the expense reimbursement we pay to our Manager. We have not paid, and do not intend to pay, any cash compensation to our named executive officers. We do not provide our named executive officers with pension benefits, termination payments or other incidental payments.
 
RECOMMENDATION OF THE BOARD:
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF OUR EXECUTIVE COMPENSATION.
 
The voting requirements for this proposal are described in the “General Information About the Annual Meeting and Voting” section above.

21

EXECUTIVE COMPENSATION
 

Named Executive Officers

Our named executive officers for 2020 were:

NameTitle
David RobertsChief Executive Officer and President
Brian C. Sigman(1)
Chief Financial Officer
T.J. DurkinChief Investment Officer
Andrew ParksChief Risk Officer
Raul E. Moreno(2)
General Counsel and Secretary
Christopher D. Moore(3)
General Counsel and Secretary
(1)Mr. Sigman resigned effective December 31, 2020. On December 30, 2020, the Board approved the appointment of Anthony W. Rossiello as Chief Financial Officer of the Company, effective on January 1, 2021.
(2)Mr. Moreno resigned effective December 14, 2020.
(3)Mr. Moore was appointed interim General Counsel and Secretary effective December 14, 2020. On March 31, 2021, the Board approved the appointment of Jenny B. Neslin as General Counsel & Secretary of the Company, effective on April 5, 2021.

Compensation Discussion and Analysis
 
Our Compensation Discussion and Analysis describes our compensation program, objectives and policies for the executive officers named in this proxy statementProxy 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. We have reported the compensation that we reimburse to our Manager for our named executive officers in the Summary Compensation Table and in “Other Matters - Certain Relationships and Related Transactions” set forth below.
 
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 salariessalary or bonusesbonus for our executive officers.
 
Equity-Based Compensation
 
Our compensation committeeCompensation 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
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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.individuals
 
We believe our equity-based compensation policies are particularly appropriate since we are an externally managed real estate investment trust, or REIT. REIT regulations require us to pay at least 90% of our earnings to stockholders as dividends. As a result, we believe that our stockholders are principally interested in receiving attractive risk-adjusted dividends and growth in dividends and book value. Accordingly, we want to provide an incentive to our executive officers that rewards success in achieving these goals. Because we do not have the ability to retain a significant amount of earnings, we believe that equity-based awards serve to align the interests of our executive officers with the interests of our stockholders in receiving attractive risk-adjusted dividends and growth. Additionally, we believe that equity-based awards are consistent with our stockholders’ interest in book value growth as these individuals will be incentivized to grow book value for stockholders over time. We believe that this alignment of interests provides an incentive to our executive officers to implement strategies that will enhance our long-term performance and promote growth in dividends and growth in book value.
Our equity incentive plans permit the granting of options to purchase shares of common stock intended to qualify as incentive stock options under the Code, and stock options that do not qualify as incentive stock options. The exercise price of each stock option may not be less than 100% of the fair market value of our shares of common stock on the

date of grant. The compensation committee will determine the terms of each option, including when each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options become vested and exercisable in installments, and the exercisability of options may be accelerated by the compensation committee. To date, we have not granted any options under our equity plans.
Our equity incentive plans also permit the granting of shares of our common stock in the form of restricted common stock. A restricted common stock award is an award of shares of common stock that may be subject to forfeiture (vesting), restrictions on transferability and such other restrictions, if any, as the compensation committee may impose at the date of grant. The shares may vest and the restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, a specified period of employment or the satisfaction of pre-established criteria, in such installments or otherwise, as our compensation committee may determine.
We may also grant unrestricted shares of common stock, which are shares of common stock awarded at no cost to the participant or for a purchase price determined by the compensation committee, under our equity incentive plans. The compensation committee may also grant restricted stock units, stock appreciation rights, dividend equivalent rights, and other stock and non-stock-based awards under the equity incentive plans. These awards may be subject to such conditions and restrictions as the compensation committee may determine, including, but not limited to, the achievement of certain goals or continued service to us through a specific period. Each award under the plan may not be exercisable more than ten years after the date of grant.
Our equity incentive plans provide that in the event of a change of control of the Company, any award granted thereunder that was not previously vested shall become fully vested and/or payable, and any performance conditions imposed with respect to the awards shall be deemed to be fully achieved.
The compensation committee does not use a specific formula to calculate the number of equity awards and other rights awarded to executives under our incentive plans. Additionally, the compensation committee does not explicitly set future award levels on the basis of what the executives earned from prior awards. While the compensation committee will take past awards into account, it will not solely base future awards in view of those past awards. Generally, in determining the specific amounts to be granted to an individual, the compensation committee will take into account factors such as the individual’s position, his or her contribution to our Company, market practices, and the recommendations of our Manager. Neither we nor any committee of the board of directors retained any compensation consultants during 2019.
  
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.
 
Tax Considerations
Section 162(m) of the Code generally provides that a public company may not deduct compensation in excess of $1 million paid in any fiscal year to any of certain executive officers (who are referred to as “covered employees” in Section 162(m)). We are presently externally managed by our Manager, and we do not compensate our executive officers. Accordingly, it is unlikely that the deduction limit under Section 162(m) will have any material effect on us. Nonetheless, as applicable, we will assess the impact of the deduction limit under Section 162(m) to determine what adjustments to our executive compensation practices, if any, we consider appropriate. However, in order to maintain flexibility in compensating our executive officers in a manner designed to promote our corporate goals, including retaining and providing incentives to the executive officers, we have not adopted a policy that all compensation must be deductible and may authorize awards or payments to executives that may not be fully deductible if we believe that such payments are in our interest.


Compensation in 20192020
 
We did not pay any compensation of any kind to our named executive officers during the year ended December 31, 2019.2020. We do not provide any of our executive officers with any cash compensation, pension benefits or nonqualified deferred compensation plans. We have reported theThe compensation that we reimbursereimbursed to our Manager for our named executive officersallocable share of the 2020 compensation of our Chief Financial Officer, Chief Risk Officer and our General Counsel is discussed in the Summary Compensation Table set forth below.this Proxy Statement in “Other Matters – Certain Relationships and Related Transactions – Management Agreement.”
 
For 2020, the fiscal year ended December 31, 2019, 58.8%, or $5.8named executive officers as a group received aggregate salaries of $0.5 million and aggregate performance-based incentive bonuses for 2020 of the management fee paid by the Company to$2.6 million from the Manager, would have been allocable to named executive officer compensation based on the percentage of time such officers spent managing our affairs ifof the Company. These amounts collectively represent 43% of the aggregate management fees the Company reimbursedpaid to the Manager for all of itsduring 2020. On an aggregated basis, the named executive officer compensation. Of thisofficers received 16% of their total compensation 8.2% was fixedin the form of base salaries and 91.8% was variable orthe remaining 84% in the form of performance-based incentive pay.bonuses.

Our Manager and its affiliates do not use a specific formula to calculate the variable or incentive pay portion of our named executive officers’ compensation. Additionally, our Manager and its affiliates do not explicitly set future variable or incentive compensation on the basis of the compensation the named executive officers earned in prior years. Generally, in determining each executive’s variable or incentive pay, our Manager and its affiliates will take into account factors such as the individual’s position, his or her contribution to our Company and market practices, and the recommendations of our compensation committee.practices. We did not, nor did our Manager or its affiliates, retain a compensation consultant in connection with the compensation of our named executive officers in 2019.
2020.

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, 2018, December 31, 2019 or December 31, 2020.

Grants of Plan Based Awards in 20192020
 
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, 2019.2020.
 
On July 1, 2017, we granted 60,000 restricted stock units to our Manager that represent the right to receive an equivalent number of shares of our common stock to be issued if and when the units vest. 39,991 units have vested as of December 31, 2019. The remaining 20,009 units will vest on July 1, 2020. The units do not entitle the participant to the rights of a holder of our common stock, such as dividend and voting rights, until shares are issued in settlement of the vested units.
Our Manager allocated 21,000 of the 60,000 restricted stock units grant to certain of our named executive officers - 5,000 restricted stock units to David Roberts, our Chairman of the Board, Chief Executive Officer and President, 10,000 restricted stock units to T.J. Durkin, our Chief Investment Officer, 2,000 restricted stock units to Brian C. Sigman, our Chief Financial Officer, and 4,000 restricted stock units to Raul E. Moreno, our General Counsel and Secretary. Each allocation decision made by the Manager was reported to and discussed with our board of directors. As of December 31, 2019, 20,009 restricted stock units remained unvested with 7,002 of those unvested units allocated to our named executive officers.
Outstanding Equity Awards at Fiscal Year-End
 
As of December 31, 2019,2020, there werewas no outstanding awardsaward of equity made to any of our named executive officers.
 
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Options Exercised and Stock Vested
 
As of December 31, 2019,2020, we had not issued any outstanding options to purchase shares of common stock to any of our named executive officers. No optionsoption to purchase shares of our common stock or restricted shares of common stock forgranted by the Company to any of our named executive officers vested in 2019.2020.

As previously disclosed, on July 1, 2017, we granted 60,000 restricted stock units to our Manager that vested ratably over a three year period ending on July 1, 2020. Our Manager allocated 21,000 of the 60,000 restricted stock units to certain of our named executive officers - 5,000 restricted stock units to David N. Roberts, 10,000 restricted stock units to T.J. Durkin, 2,000 restricted stock units to Brian C. Sigman, and 4,000 restricted stock units to Raul E. Moreno. Each allocation decision made by the Manager was reported to and discussed with our Board. The remaining unvested 7,002 of those units allocated to our named executive officers vested on July 1, 2020.

Pension Benefits
 
We do not provide any of our named executive officers with pension benefits.

  
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
 
We do not have any employment agreementsagreement with any of our named executive officers and are not obligated to make any paymentspayment to them upon termination of employment.
 
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, except as described above related to the vesting of equity-based awards upon a change of control.

Compensation Policies and Practices as They Relate to Risk Management
 
We did not pay any compensation of any kind to our named executive officers and did not have any employees during the year ended December 31, 2019.2020. Therefore, our compensation policies and practices are not reasonably likely to have a material adverse effect on us. We pay our Manager a management fee that is a percentage of our stockholders’ equity, as that term is defined in the management agreement. We believe this management fee structure helps guard against our Manager making higher risk investments to achieve higher management fees as might be the case if the management fee was based on total assets or returns on investments. We have designed our compensation policy in an effort to provide the proper incentives to our executive officers and our Manager to maximize our performance in order to serve the best interests of our stockholders. These compensation policies and practices do not place undue emphasis on or incentivize the maximization of net income at the expense of other criteria, such as preservation of capital. Our board of directorsBoard monitors our compensation policies and practices to determine whether our risk management objectives are being met.

24

COMPENSATION COMMITTEE REPORT
 
The compensation committeeCompensation Committee of the Board of AG Mortgage Investment Trust, Inc. (the "Company") has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statementProxy Statement with management of the Company. Based on that review and discussion, the compensation committeeCompensation Committee recommended to the board of directorsBoard (and the board of directorsBoard has approved) that the Compensation Discussion and Analysis be included in the Company’s proxy statement.Proxy Statement.
 
By the compensation committeeCompensation Committee
 
Peter Linneman (Chair)
Arthur Ainsberg
Debra Hess
Joseph LaManna

Summary Compensation Table
The following table summarizes the Company’s allocable share of annual compensation reimbursed to our Manager for our current named executive officers in the 2019, 2018 and 2017 fiscal years. The named executive officers in the following table are the only executive officers of the Company for whom the Company reimbursed our Manager during those periods for a portion of their annual compensation.
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Name and Principal
Position
 Year 
Salary (1)
 
Bonus (1)
 
Stock  Awards(2)
 
All Other
Compensation(1)(3)
 Total
Brian C. Sigman 2019 $93,750
 $509,903
 $—
 $19,428
 $623,081
Chief Financial Officer 2018 195,000
 1,013,870
 —
 50,585
 1,259,455
  2017 130,000
 945,750
 —
 58,510
 1,134,260
Andrew Parks 2019 $41,250
 $153,871
 $—
 $7,095
 202,216
Chief Risk Officer 2018 30,000
 120,000
 —
 7,323
 157,323
  2017 20,000
 120,000
 —
 8,402
 148,402
Raul E. Moreno 2019 $126,563
 $236,162
 $—
 $37,323
 400,048
General Counsel 2018 168,750
 206,250
 —
 40,980
 415,980
  2017 150,000
 187,500
 —
 44,540
 382,040
(1)Messrs. Sigman, Parks and Moreno are not our employees and are not paid compensation by us. Amounts in these columns for such individuals represent the share of the officers’ compensation which is allocable to us based on the percentage of time such officer spent managing our affairs in their capacity as named executive officers of the Company. The amounts set forth in the table above reflect the amounts we reimbursed to our Manager related to the compensation of our named executive officers.
(2)We did not grant any stock-based awards in 2019 to our named executive officers, and we do not reimburse the Manager for any stock compensation that it provides to our named executive officers. No stock-based compensation that we grant to the Manager pursuant to our equity incentive plans is included in this column as compensation to our named executive officers although our Manager may subsequently elect to allocate some or all of the stock-based compensation that it receives under our equity incentive plans to our named executive officers. For a description of the stock awards allocated by our Manager to our named executive officers, see the “Grants of Plan Based Awards in 2019” section of this proxy statement.
(3)Amounts in this column represent the costs of each named executive officer’s benefits allocable to us. These costs include premiums for health and life insurance, short and long term disability insurance, vision insurance, and profit sharing and are calculated by our Manager for each named executive officer.

DIRECTOR COMPENSATION
 
Director Compensation
Our Compensation Committee is responsible for 2019discharging 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 2020.

Each member of our board of directorsBoard who is not an employee of our Manager or its affiliates received annual compensation for service as a director during 20192020 as follows:
 
•Each non-employee director receivedreceives an annual base fee for services in the amount of $160,000, $80,000 of which $80,000 is payable on a quarterly basis in unrestricted cash and the other $80,000 of which is payable on a quarterly basis in shares of restricted common stock. As discussed further below, our non-employee directors received shares of our common stock that may not be sold or transferred during such director’s termin lieu of service on the boardcash component of directors.the annual base fee for the quarter ended March 31, 2020.

•The lead independent director receivedreceives an additional annual fee of $25,000, payable in cash on a quarterly basis.$25,000.

•In addition, the chairman of our audit committee receivedAudit Committee receives an annual fee of $25,000, and the chairs of our compensationCompensation and nominatingNominating and corporate governance committeesCorporate Governance Committees each receivedreceives an annual fee of $10,000, each payable in cash on a quarterly basis.$10,000.
 
Each memberIn light of our boardthe COVID-19 pandemic and the related significant market disruption and volatility experienced during 2020, with the approval of directors is also reimbursed for reasonable out-of-pocket expenses associated with service on our behalf and with attendance at or participation in board meetings or committee meetings, including reasonable travel expenses.
Non-employee directors participate in our Equity Incentive Plan. In the eventall of a change in control of our Company, all outstanding shares of restricted stock granted under the plan to our non-employee directors, will become fully vested. Our boardour Board determined to pay the cash component of the annual base fee to non-employee directors (orfor the quarter ended March 31, 2020 in shares of the Company’s common stock. In addition, effective January 1, 2021, upon recommendation by our Compensation Committee, our Board approved a duly formed committee thereof) may revise our director compensationdecrease in its discretion.the cash component of the annual base fee payable to non-employee directors to $70,000 from $80,000.

2020 Director Compensation Table
 
The following table summarizes the compensation that we paid to our directors for their services in fiscal year 2019:2020:
 
2019 Director Compensation Table
NameFees Earned or Paid in CashStock AwardsTotal
Arthur Ainsberg(1)
$17,379$57,375$74,754
Andrew L. Berger(2)
138,79738,798
Debra Hess78,760106,240185,000
Joseph LaManna86,259107,101193,360
Peter Linneman67,508102,492170,000
Dianne Hurley(3)
6,7776,77513,552
David N. Roberts———
T.J. Durkin———
Brian C. Sigman(4)
———
(1)Mr. Ainsberg did not stand for re-election at the 2020 annual meeting of stockholders.
(2)Mr. Berger resigned from the Board on March 25, 2020.
(3)Ms. Hurley was appointed to the Board on December 1, 2020.
(4)Mr. Sigman did not stand for re-election at the 2020 annual meeting of stockholders.

 
26

Name 
Fees Earned
or Paid in Cash
 
Stock
Awards(1)
 Total
Arthur Ainsberg $88,317
 $79,971
 $168,288
Andrew L. Berger(2)
 90,029
 79,971
 170,000
Debra Hess 96,751
 79,971
 176,722
Joseph LaManna 108,344
 79,971
 188,315
Peter Linneman 86,714
 79,971
 166,685
David N. Roberts —
 —
 —
T.J. Durkin —
 —
 —
Brian C. Sigman —
 —
 —
(1)Stock awards for services in the fourth quarter of 2019 were granted as of the first business day following the end of such quarter.
(2)As previously disclosed, Mr. Berger resigned from the Board on March 25, 2020.
The annual cash and equity compensation for our non-employee directors is paid quarterly in arrears in cash. 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 New York Stock Exchange 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.

Equity Incentive Plans Information
 
We have adopted equity incentive plans to provide incentive compensation to attract and retain qualified directors, executive officers, advisors, consultants and other personnel,resources, including our Manager and its affiliates and personnel of our Manager and its affiliates to stimulate their efforts toward our continued success, long-term growth and profitability and to attract, reward and retain personnel.

affiliates.
 
The following table presents certain information about our equity incentive plans as of December 31, 2019:
2020:
Plan CategoryNumber of Securities to be Issued upon Exercise of Outstanding Options, Warrants and RightsWeighted Average Exercise price of Outstanding Options, Warrants and Rights
Number of Securities

Remaining Available for

Future Issuance under Equity Incentive Plans (Excluding Securities Reflected in the First

Column of this Table)
Equity Incentive Plans Approved by Stockholders—
$—
17,921
1,879,680
Equity Incentive Plans Not Approved by Stockholders——
—
—
Total—
$—
17,921
1,879,680
 

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COMMON STOCK OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND SIGNIFICANT STOCKHOLDERS
 
Ownership of Common Stock by Directors and Executive Officers
 
The following table sets forth, as of April 25, 2020,March 29, 2021, beneficial ownership of the Company’s common stock by each named executive officer, each director, and by all directors and executive officers as a group. Beneficial ownership reported in the below table has been presented in accordance with SEC rules. Unless otherwise indicated, all directors and executive officers have sole voting and investment power with respect to the shares shown, and the address of each beneficial owner reported in the below table is c/o AG Mortgage Investment Trust, Inc., 245 Park Avenue, 26th Floor, New York, New York 10167.
 
Name of Beneficial Owner
  Shares Beneficially Owned 
 Percent of Class(1)
David N. Roberts352,216  *
T.J. Durkin68,500  *
Brian C. Sigman45,500  *
Raul E. Moreno(2)
5,407  *
Andrew Parks——
Peter Linneman
 60,722(3)
  *
Joseph LaManna70,111  *
Debra Hess45,296  *
Dianne Hurley2,266  *
Christopher D. Moore——
All directors and executive officers as a group (13 persons)650,0181.40%
Name of Beneficial Owner 
  Shares Beneficially Owned 
 
 Percent of Class(1)
David N. Roberts 350,549
    *
T.J. Durkin 65,166
    *
Brian C. Sigman 44,833
    *
Raul E. Moreno 4,073
    *
Andrew Parks —
    *
Arthur Ainsberg 34,016
    *
Peter Linneman 40,662
(2) 
   *
Andrew L. Berger(3)
 43,155
    *
Joseph LaManna 50,051
    *
Debra Hess 25,236
    *
All directors and executive officers as a group (10 persons) 657,741
  2.00%
*
* Represents ownership of less than one percent.
(1)
As of April 25, 2020, we had 32,823,511shares of our common stock outstanding.
(2)All shares owned by Peter Linneman are held jointly with his spouse.
(3)As previously disclosed, Mr. Berger resigned from the Board on March 25, 2020.

(1)As of March 29, 2021, we had 46,503,439 shares of our common stock outstanding.
(2)Based on information available to the Company as of December 14, 2020.
(3)All shares owned by Peter Linneman are held jointly with his spouse.

Ownership of Common Stock by Certain Significant Stockholders
 
As of April 25, 2020,March 29, 2021, unless otherwise indicated below, the following are beneficial owners of more than five percent of our outstanding common stock:
 
Name and Address of Beneficial Owner 
  Shares Beneficially Owned
 
 Percent of Class(1)
BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
 3,319,426
(2) 
 10.1%
The Vanguard Group Inc.
100 Vanguard Blvd.
Malvern, PA 19355
 3,105,007
(3) 
 9.5%
Fuller & Thaler Asset Management, Inc.
411 Borel Avenue, Suite 300
San Mateo, CA 94402
 1,722,821
(4) 
 5.3%
(1)Name and Address of Beneficial OwnerAs
Shares Beneficially Owned
Percent of April 25, 2020, we had 32,823,511 shares of our common stock outstanding.
Class(1)
(2)EJF Capital LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201		Information obtained solely by reference to the amended Schedule 13G/A filed with the SEC on February 4, 2020 by BlackRock, Inc., or BlackRock. Of the reported shares, BlackRock reported that it has sole voting power for 3,230,749 shares and sole dispositive power for 3,319,426 shares.
2,812,388(2)
6.05%

(3)Information obtained solely by reference to the amended Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group Inc., or Vanguard. Of the reported shares, Vanguard reported that it has sole voting power for 30,220 shares, shared voting power for 10,000 shares, sole dispositive power for 3,068,329 shares and shared dispositive power for 36,678 shares.
(4)Information obtained solely by reference to the amended Schedule 13G/A filed with the SEC on February 13, 2020 by Fuller & Thaler Asset Management, Inc., or Fuller & Thaler. Of the reported shares, Fuller & Thaler reported that it has sole voting power for 1,685,566 shares and sole dispositive power for 1,722,821 shares.


(1)As of March 29, 2021, we had 46,503,439 shares of our common stock outstanding.
(2)Information obtained solely by reference to the amended Schedule 13G/A filed with the SEC on March 29, 2021 by EJF Capital LLC. Of the reported shares, EJF Capital LLC reported that it has sole voting power for 0 shares, shared voting power for 2,812,388 shares, sole dispositive power for 0 shares and shared dispositive power for 2,812,388 shares.

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PROPOSAL 4: APPROVAL OF THE AG MORTGAGE INVESTMENT TRUST, INC.
2020 2021 MANAGER EQUITY INCENTIVE PLAN

We are asking stockholdersBackground to approvethe Proposal

The Company adopted the AG Mortgage Investment Trust, Inc. Manager Equity Incentive Plan on July 6, 2011 (the “2011 Manager Plan”), which will automatically terminate on July 6, 2021. The Board believes that the 2011 Manager Plan has benefited the Company by providing incentive compensation to attract and retain qualified directors, executive officers, advisors, consultants and other personnel, including our Manager and affiliates and personnel of our Manager and its affiliates.

Pursuant to the Company’s 2020 Equity Incentive Plan, which became effective as of April 15, 2020 following approval by our stockholders at the Company’s 2020 annual stockholders meeting, the Company is not permitted to issue any shares of our common stock under the 2011 Manager Plan. In order to continue the ability to provide the incentive compensation opportunities available under the 2011 Manager Plan, the Board, on April 7, 2021, adopted the AG Mortgage Investment Trust, Inc. 2021 Manager Equity Incentive Plan (the “2021 Manager Plan”), subject to the approval of shareholders. The Board believes the 2021 Manager Plan will benefit the Company in the same manner as the 2011 Manager Plan. If the 2021 Manager Plan is not approved by shareholders, then the Company will no longer be able to grant equity awards to the Manager as part of its incentive compensation program. If the 2021 Manager Plan is approved by shareholders, outstanding awards previously granted under the 2011 Manager Plan will remain in effect subject to their original terms, but no additional awards will be granted under the 2011 Manager Plan after the 2021 Manager Plan becomes effective.

RECOMMENDATION OF THE BOARD:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE 2021 MANAGER EQUITY INCENTIVE PLAN.

The voting requirements for this proposal are described in the “General Information About the Annual Meeting and Voting” section above.

Shares Available and Outstanding

The Company maintains two equity incentive plans, the 2011 Manager Plan and the 2020 Equity Incentive Plan. Our boardThe table below summarizes the shares outstanding and available under each plan as of directors adoptedMarch 31, 2021.
(as of March 31, 2021)
Total common shares outstanding46,503,439 
Shares remaining available for future grant under the 2011 Manager Plan(1)
— 
Shares subject to outstanding full value awards under the 2011 Manager Plan— 
Shares subject to outstanding stock options under the 2011 Manager Plan— 
Shares remaining available for future grant under the 2020 Equity Incentive Plan1,857,350 
Shares subject to outstanding full value awards under the 2020 Equity Incentive Plan— 
Shares subject to outstanding stock options under the 2020 Equity Incentive Plan— 
(1) Following the 2020 Equity Incentive Plan, subject to the receipteffective date of stockholder approval at the annual meeting. Below is a summary of the principal provisions of the 2020 Equity Incentive Plan and its operation. A copy of the 2020 Equity Incentive Plan is set forth in full in Annex A to this proxy statement. The following description of the 2020 Equity Incentive Plan is not complete and is qualified in its entirety by reference to Annex A.
The Company’s sole stockholder previously approved the 2011 Equity Incentive Plan. If the stockholders approve the 2020 Equity Incentive Plan, no additional awards may be granted under the 2011 Equity IncentiveManager Plan. The 2020 Equity Incentive Plan includes several features designed to protect stockholder interests and to reflect our compensation philosophy, including

On March 31, 2021, the following:closing price for the Company’s common stock as reported on the NYSE was $4.03.

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ŸLimitations on recycling of shares back into the pool available for issuance consistent with best practices.
ŸProhibition on “repricing” of options and SARs without further stockholder approval.
ŸProhibition on automatic acceleration of the vesting of any awards upon a change in control of the Company.
ŸMeaningful limits on the value of awards that may be made to non-employee directors in any year.
Summary of the 2021 Manager Plan

General.
The 2020 Equity Incentivesummary of the 2021 Manager Plan appearing below is intendedqualified in its entirety by the actual terms of the 2021 Manager Plan, a complete copy of which is attached to provide athis Proxy Statement as Appendix A and incorporated by reference herein. As used in this summary, the term “Award” means through which to attract and retain key personnel, provide compensation to our employees, directors, andan option, stock appreciation right, restricted stock, restricted stock unit, or other service providers (as well as employeesshare-based award granted under the 2021 Manager Plan. Notwithstanding the adoption of ourthe 2021 Manager Plan by the Board and its affiliates who are providing services to usapproval by shareholders, no Award may be granted, and our affiliates) tiedno shares of common stock may be issued, pursuant to the performance2021 Manager Plan before approval by the shareholders.

Administration

The Compensation Committee, as appointed by our Board, has the full authority (1) to administer and interpret the 2021 Manager Plan, (2) to authorize the granting of ourAwards, (3) to determine the number of shares of common stock so as to align their financial interests with thosebe covered by each Award, (4) to determine the terms, provisions and conditions of our stockholders and motivate them to work toward achievement of our long-term corporate and strategic goals that enhance stockholder value and reward them in line with our stockholders as the value of our common stock increases.
Administration.
The 2020 Equity Incentive Plan willeach Award (which may not be administered by the compensation committee of our board of directors or a subcommittee thereof to which it has delegated power, or if no such committee or subcommittee thereof exists, the board of directors, or the board of directors acting in lieu of such committee or subcommittee, as applicable, the Committee. The Committee has the authority to make all decisions and determinations with respect to the administration of the 2020 Equity Incentive Plan, and is permitted, subject to applicable law or exchange rules and regulations, to delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordanceinconsistent with the terms of the 2020 Equity Incentiveapplicable equity incentive plan), (5) to prescribe the form of instruments evidencing such Awards, and (6) to take any other actions and make all other determinations it deems necessary or appropriate in connection with the 2021 Manager Plan or the administration or interpretation thereof; however, neither the Compensation Committee nor the Board may take any action under the 2021 Manager Plan that would result in a repricing of any stock option without having first obtained the consent of our stockholders. The Compensation Committee will have authority to grant of stock options, stock appreciation rights, restricted shares of common stock, restricted stock units, dividend equivalent rights and other equity-based awards to the Manager. As used in this summary, the term “administrator” means the Compensation Committee.

Eligibility

Only our Manager is eligible to participate in the 2021 Manager Plan.
Shares Subject to the 2020 Equity Incentive Plan.
Share Authorization

The 2020 Equity Incentive Plan provides that the totalmaximum aggregate number of shares of common stock that may be issuedmade subject to Awards under the 2021 Manager Plan is 1,720,275 shares of common stock. The potential dilution resulting from issuing all 1,720,275 shares of common stock authorized under the 2021 Manager Plan, combined with shares available for future grants under our 2020 Equity Incentive Plan shallwould be 2,000,000approximately 7.7% on a fully-diluted basis as of March 31, 2021. As of March 31, 2021, there were no shares subject to outstanding awards under our 2020 Equity Incentive Plan or our 2021 Manager Plan.

If any vested Award under the 2021 Manager Plan is paid or otherwise settled without the issuance of shares of common stock, or any share of common stock is surrendered to or withheld by us as payment of the Stockexercise price of an Award and/or withholding taxes in respect of an Award, the shares of common stock that were subject to such Award will not be available for re-issuance under the 2021 Manager Plan.

If any Award under the 2021 Manager Plan Share Limit. No more thanis cancelled, forfeited or otherwise terminated without the numberissuance of shares of common stock equal to the Stock Plan Share Limit may be delivered(except as described in the aggregate pursuant toimmediately preceding sentence), the exercise of incentive stock options granted under the 2020 Equity Incentive Plan. The maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paidthat were subject to such non-employee director during any fiscal year, shall not exceed $300,000 in total value (calculating the value of any such awards based on the grant date fair value). Generally, to the extent that an award expires or is canceled, forfeited, terminated, or otherwise is settled without a delivery to the participant of the full number of shares of common stock to which the award related, the undelivered sharesAward will be

returned to the Stock Plan Share Limit and will again be available for grantre-issuance under the 2020 Equity Incentive2021 Manager Plan. Shares of common stock will be deemed to have been issued in settlement of awards if the fair market value equivalent of such shares is paid in cash (other than with respect to the settlement of a stock appreciation right that only provides for settlement in, and settles in, cash). Shares tendered or withheld on the exercise of awards for the payment of the exercise or purchase price or withholding taxes, shares not issued upon the settlement of a stock appreciation right that settles (or could settle) in shares of common stock and shares purchased on the open market with cash proceeds from the exercise of options will not be recycled or replenish the Stock Plan Share Limit and will not be available for awards under the 2020 Equity Incentive Plan. No award may be granted under the 2020 Equity Incentive Plan after the tenth anniversary of the effective date, but awards theretofore granted may extend beyond that date.
Persons Eligible to Participate.
Awards under the 2020 Equity Incentive Plan may be granted to natural persons who provide services to the Company as directors, officers, employees, advisors, consultants (and prospective directors, officers, employees, consultants and advisors) or other third-party service providers, including employees of the Manager and its affiliates who are providing services to us and our affiliates.
Types of Awards.
Options:
 The Committee may grant non-qualified stock options and incentive stock options under the 2020 Equity Incentive Plan with terms and conditions determined by the Committee that are consistent with the 2020 Equity Incentive Plan; provided that, except as set forth below in connection with stock options that are not assumed or substituted in connection with a change in control, the Committee may not accelerate vesting of a stock option; provided further that all stock options granted under the 2020 Equity Incentive Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our common stock underlying such stock options on the date an option is granted (other than in the case of options granted in substitution of previously granted awards). The maximum term for stock options granted under the 2020 Equity Incentive Plan will generally be ten years from the initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by applicable law.
Stock Appreciation Rights: The Committee may grant stock appreciation rights, with terms and conditions determined by the Committee that are consistent with the 2020 Equity Incentive Plan; provided that, except as set forth below in connection with stock appreciation rights that are not assumed or substituted in connection with a change in control, the Committee may not accelerate vesting of such stock appreciation right. Generally, each stock appreciation right will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Committee) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (ii) the number of shares of common stock covered by the stock appreciation right. The strike price per share of a stock appreciation right will be determined by the Committee at the time of grant but in no event may such amount be less than the fair market value of a share of common stock on the date the stock appreciation right is granted (other than in the case of stock appreciation rights granted in substitution of previously granted awards).
Restricted Stock and Restricted Stock Units: The Committee may grant restricted shares of our common stock, or restricted stock units, representing the right to receive, upon the expiration of the applicable restricted period, one share of common stock for each restricted stock unit, or, in the sole discretion of the Committee, the cash value thereof (or any combination thereof); provided that, except as set forth below in connection with restricted shares of our common stock or restricted stock units that are not assumed or substituted in connection with a change in control, the Committee may not accelerate vesting of restricted shares of our common stock or restricted stock units. As to restricted shares of our common stock, subject to the other provisions of the 2020 Equity Incentive Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of common stock, including, without limitation, the right to vote such restricted shares of common stock (except, that if the lapsing of restrictions with respect to such restricted shares of common stock is contingent on satisfaction of performance conditions other than or in addition to the passage of time, any dividends payable on such restricted

shares of common stock will be retained, and delivered without interest to the holder of such shares when the restrictions on such shares lapse). To the extent provided in the applicable award agreement, the holder of outstanding restricted stock units will be entitled to be credited with dividend equivalent payments (upon the payment by us of dividends on shares of common stock) either in cash or, at the sole discretion of the Committee, in shares of common stock having a value equal to the amount of such dividends (and interest may, at the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which will be payable at the same time as the underlying restricted stock units are settled following the release of restrictions on such restricted stock units.
Other Stock-Based Awards: The Committee may issue unrestricted common stock, rights to receive grants of awards at a future date, and other awards denominated in or based upon shares of common stock (including, without limitation, performance shares or performance units), under the 2020 Equity Incentive Plan.
Effect of Certain Events on 2020 Equity Incentive Plan and Awards.
In the event the Compensation Committee determines any dividend or other distribution (whether in the form of certain events that affect our capitalization or ourcash, common stock, including extraordinary dividends, recapitalizations,or other property), recapitalization, stock splits,split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the common stock splits, corporate transactions, and other unusualsuch that an adjustment is appropriate in order to prevent dilution or nonrecurring events affecting us,enlargement of the 2020 Equity Incentiverights of participants under the 2021 Manager Plan, requiresthen the Compensation Committee will make equitable changes or adjustments to make any adjustments in such manner as it may deem equitable, which may include, among other things, adjusting applicable share limits andor all of: (i) the number and kind of our shares of common stock or other securitiesproperty (including cash) that may thereafter be deliveredissued in connection with Awards; (ii) the number and kind of shares of common stock or other property (including cash) issued or issuable in respect of awardsoutstanding Awards; (iii) the exercise price, base price or with respectpurchase price relating to which awardsany Award and (iv) the performance goals, if any, applicable to outstanding
30

Awards. In addition, the Compensation Committee may determine that any such equitable adjustment may be granted andaccomplished by making a payment to the Award holder, in the form of cash or other property (including but not limited to shares of common stock). Awards under the 2021 Manager Plan are intended to either be exempt from, or comply with, Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”).

Awards

Options. The administrator, consistent with the terms of any outstanding award. In connection with a change in control, the Committee may, in its sole discretion, provide for one or more2021 Manager Plan, will prescribe the terms of the following: substitution or assumption of awards, acceleration of vestingeach option granted to the extent the surviving entity is unwilling to permit substitution or assumption (based on actual performance through the date of such change in control and on a pro-rata basis with respect to performance-vested awards); and/or cancellation of any one or more outstanding awards and cause toManager. The option price cannot be paid to the holders holding vested awards (including any awards that would vest on the occurrence of such event, including as a result of Committee action on the occurrence of such event) the value of such awards, if any, as determined by the Committee (which, if applicable, may be based upon the price per share of common stock received or to be received by the stockholders of the Company in such event), including, without limitation, in the case of options and stock appreciation rights, a cash payment equal to the excess, if any, ofless than the fair market value of the shares of common stock subjecton the date the option is granted. The administrator will determine the method and form by which the option price is paid. Such form may include, without limitation, cash, exchange of shares of common stock previously owned by the Manager, through a “broker cashless exercise” procedure approved by the administrator, or a combination of the above, in any case in an amount having a combined value equal to the option orprice; provided that the administrator may require that any shares of common stock exchanged by the Manager have been owned by the Manager for at least six months as of the date of exercise. In no event, will the 2021 Manager Plan permit a “reload feature” in which replacement stock options are issued to the Manager in exchange for shares of common stock held by the Manager upon exercise of an option. The maximum period in which an option may be exercised will be fixed by the administrator but cannot exceed ten years.

Stock Appreciation Rights. The administrator also is authorized to grant stock appreciation rights to the Manager under the 2021 Manager Plan. A stock appreciation right overentitles the aggregateManager to receive a payment of up to the amount by which the fair market value of a common share on the date of exercise of the stock appreciation right exceeds the fair market value of a common share on the date the stock appreciation right was granted. A stock appreciation right will be exercisable at such times and subject to such conditions as may be established by the administrator. The amount payable upon the exercise of a stock appreciation right may be settled in cash, shares of common stock or strike price thereof. Noproperty. The maximum period in which a stock appreciation right may be exercised will be fixed by the administrator but cannot exceed ten years.

Restricted Stock. The 2021 Manager Plan also permits the grant of restricted stock to the Manager under the 2021 Manager Plan. The restricted stock will be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the administrator may impose. The restrictions may lapse separately or in combination at such times, under such circumstances, in such installments or otherwise, as the administrator may determine on the grant date or thereafter. During the restricted period, the restricted stock may not be sold, transferred, pledged, hypothecated, margined, or otherwise encumbered by the Manager. Except to the extent otherwise provided in the award agreement, shall provide for automatic accelerationthe Manager granted restricted stock will have all the rights of a shareholder, including the right to vote the restricted stock and the right to receive dividends thereon.

Restricted Stock Units. The 2021 Manager Plan also permits the grant of restricted stock units to the Manager under the 2021 Manager Plan. Settlement of a grant of restricted stock units will occur upon the expiration of the vesting of anyrestricted period specified in the award upon a change in control.
Nontransferability of Awards.
An award will not be transferableagreement or, assignable by a participant otherwise than by will orif permitted by the lawsadministrator, at a later date selected by the Manager in accordance with the rules and regulations established by the administrator. The administrator may place restrictions on restricted stock units that will lapse, in whole or in part, only upon the attainment of descentone or more performance goals. The administrator is authorized to grant to the Manager the right to receive dividend equivalent payments and/or distribution equivalent payments for the period prior to the settlement of the restricted stock unit.

Other Share-Based Awards. The administrator is also authorized to grant to the Manager such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock, as deemed by the administrator to be consistent with the purposes of the 2021 Manager Plan, including, without limitation, rights convertible or exchangeable into shares of common stock, purchase rights for shares of common stock, Awards with value and distribution. Anypayment and/or settlement contingent upon performance of the Company or any other factors designated by the administrator, and Awards valued by reference to the value of shares of common stock or the value of securities of or the performance of specified subsidiaries. The administrator will determine the terms and conditions of such purported assignment, alienation, pledge, attachment, sale, transfer or encumbranceAwards. Shares of common stock delivered pursuant to an Award in the nature of a purchase right will be voidpurchased for such consideration, paid for at such
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times, by such methods, and unenforceable against usin such forms, including, without limitation, cash, shares of common stock or a combination thereof, as the administrator will determine. Cash awards, as an element of or supplement to any affiliate (unless required by a domestic relations order or applicable law). However,other Award under the Committee2021 Manager Plan, may in its sole discretion, permit awards (other than incentive stock options)also be granted to be transferred, including transferred to a participant’s family members, any trust established solely for the benefit of participant or such participant’s family members, any partnership or limited liability company of which participant, or participant and participant’s family members, areManager under the sole member(s), and a beneficiary to whom donations are eligible to be treated as “charitable contributions” for tax purposes.2021 Manager Plan.

Amendment and Termination.Termination
The board of directors
Our Board may generally amend alter, suspend, discontinue or terminate the 2020 Equity Incentive2021 Manager Plan or any portion thereof at any time;time, subject to stockholder approval as required to comply with applicable laws, regulations or stock exchange requirements, provided that no such amendment alteration, suspension, discontinuation or termination may be madeadversely affect an outstanding Award without stockholder approval if (i) such stockholder approval is necessary to comply with any regulatory requirement applicable to the 2020 Equity IncentiveManager’s consent. Unless earlier terminated by our Board, the 2021 Manager Plan (ii) it would materially increasewill expire on the numbertenth anniversary of securitiesits adoption (provided that may be issuedAwards granted under the 2020 Equity Incentive Plan (exceptplan before expiration will continue to apply in accordance with their terms).

Upon termination of the management agreement by us for adjustmentscause or by our Manager for any reason other than for cause or pursuant to a termination notice that is given in connection with certain corporate events), or (iii) it would delete or limita determination that the repricing prohibition under the 2020 Equity Incentive

Plan; provided, further, thatcompensation payable to our Manager is not fair, any such amendment, alteration, suspension, discontinuance or termination that would materiallythen unvested Awards held by our Manager will be immediately forfeited and adversely affect the rights of any participant or any holder or beneficiary of any award shall not to that extent be effectivecancelled without such individual’s consent. The Committee may also, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively, (i) subject to, other than with respect to an adjustment event, the consent of the affected participant if any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination would materially and adversely affect the rights of such participant with respect to such award and (ii) provided that such alternation or amendment does not accelerate the vesting of such Award, except as otherwise set forth in the 2020 Equity Incentive Plan; provided, further, that without stockholder approval, except as otherwise permitted in the 2020 Equity Incentive Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any stock appreciation right, (ii) the Committee may not cancel any outstanding option or stock appreciation right and replace it with a new option or stock appreciation right with a lower exercise price or strike price, as the case may be or other award or cash payment that is greater than the intrinsic value of the canceled option or stock appreciation right, and (iii) the Committee may not takeconsideration. Upon any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted.
Termination of a Participant.
In the event of a participant’s termination of employment or service for any reason (other than death or disability) prior to vesting, all vesting with respect to such award(s) shall cease and the unvested portion of the award(s) shall be forfeited for no consideration, provided, the Committee may permit a participant to retain, vest or continue to vest in an award notwithstanding such participant’s termination. In the event of a participant’s termination of employment or service due to death or disability prior to vesting, all vesting with respect to such award(s) shall accelerate upon such death or disability.
Manager Termination Event.
Upon (i) the termination of the Management Agreement between the Company and the Manager by action of the Company (other than as a result of the breach by the Manager) or by the Manager as a result of a breach by the Company of the management agreement or change in control of us (as defined under the 2021 Manager Plan and described in more detail below), any Award that was not previously vested will become fully vested and/or payable, and any performance conditions imposed with respect to the Award will be deemed to be fully achieved, provided, that with respect to an Award that is subject to Section 409A of the Code, a change in control of us must constitute a “change of control” within the meaning of Section 409A of the Code.

Change in Control

Upon a change in control, the 2021 Manager Plan provides that any Award that was not previously vested will become fully vested and/or payable, and any performance conditions imposed with respect to the Award will be deemed to be fully achieved.

Under the 2021 Manager Plan, the term “change in control” is generally defined to include (i) the acquisition of at least fifty percent (50%) of either (A) the Company’s then outstanding shares of common stock or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions will not constitute a change of control: (I) any acquisition by the Company or any Affiliate of the Company; (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or an Affiliate of the Company; or (III) in respect of an Award held by the Manager, any acquisition by the Manager or any group of persons including the Manager, (ii) a salechange in the membership of the Board during any twenty-four month period such that the continuing directors (as defined in the 2021 Manager (includingPlan) cease for any reason to constitute a sale of more than 50%majority of the ownership interestsBoard, (iii) the transfer or other disposition of all or substantially all of the business or assets of the Manager)Company and its subsidiaries to any person that is not an unrelated third party, all unvested awards held by employees of the Manager or its affiliates shall vest in full. Upon the termination of the Management Agreement by action of the Manager (other than as a result of the breach by the Company) or by actionaffiliate of the Company, asand (iv) the consummation of a resultbusiness combination (as defined in the 2021 Manager Plan), unless immediately following the Business Combination fifty percent (50%) or more of the breachtotal voting power of the entity resulting from such Business Combination is held by the Managerholders of the Management Agreement, all unvested awards held by employeesoutstanding voting securities of the Manager or its affiliates shall be forfeited, unlessCompany entitled to vote generally in the Committee permits a participant to retain, vest or continue to vest in an award notwithstanding such termination.election of directors.
U.S.
Federal Income Tax Consequences.Consequences
The tax consequences of awards granted under
Counsel has advised the 2020 Equity Incentive Plan are complex and may depend onCompany regarding the surrounding facts and circumstances. The following provides a brief summary of certain significant federal income tax consequences of the 2020 Equity Incentive Plan to2021 Manager Plan. No income is recognized by a participant whoat the time an option or stock appreciation right is a citizen or resident of the United States under existing U.S. law as of the date hereof. This summary is not a complete statement of applicable law and is based upon the Code, the regulations promulgated thereunder, as well as administrative and judicial interpretations of the Code as in effect on the date of this description.granted. If federal tax laws, or the interpretations of such laws, change in the future, the information provided in this section may no longer be accurate. This section does not discuss state, local, or foreign tax consequences and does not discuss the loss of deduction provisions of Section 280G of the Code, the excise tax provisions of Section 4999 of the Code, or the consequences of a failure to comply with Section 409A of the Code, each of which may be applicable in the circumstances described below. This section also does not discuss the effect of gift, estate, or inheritance taxes, nor any state, local, employment or foreign taxes which may be applicable.

Non-Qualified Options: A participant generally will not have taxable income on the grant of a non-qualified option. A participant will have taxable income upon the exercise of a non-qualified option equal to the excess of the fair market value of our common stock over the option price multiplied by the number of shares subject to exercise (referred to as the “option spread”), and we will generally be entitled to deduct that amount for federal income tax purposes. This taxableis an incentive stock option, no income will be taxed to a participant as ordinary compensation income.
Taxable income a participant recognizes from arecognized upon the participant’s awardexercise of the option. Income is subject to federal and applicable state and local income tax withholding. Federal Insurance Contributions Act, or FICA, taxes comprised of Social Security and Medicare taxes must also be withheld on the taxable income recognized at exercise.
A participant may incur a tax liability on the subsequent disposal of shares acquired from a participant’s option if these shares are sold at a gain. A participant will be responsible for paying any tax due and ensuring that any sale by a participant of the shares is reported to the tax authorities as required by applicable law. When a participant sells or otherwisewhen he disposes of shares an amount equal to the difference between the sale or other disposition price of these shares and the cost basis of these shares will be treated as a capital gain or loss. The cost basis is equal to the amount previously taxed to a participant as compensation income plus the option price.
If the shares that a participant sells at a gain have been held for less than one year, a short-term capital gain will be recognized, which gain is subject to tax at ordinary income tax rates. For shares that a participant sells at a gain that have been held one year or longer, a long-term capital gain will be recognized, which is currently subject to tax at reduced rates. If a participant sells the shares at a loss because the cost basis of the shares exceeds the disposition price of the shares, the loss will be a capital loss, the use of which is limited on a participant’s individual federal income tax return.
Incentive Stock Options: A participant will not have any taxable income upon the grant ofcommon stock acquired under an incentive stock option. In addition, when a participant exercisesThe exercise of an option that is not an incentive stock option a participant generally will not recognize any taxable income on the option spread (there may, however, be alternative minimum tax consequences upon exercise as explained below). Instead, a participant will be subject to income taxation only when a participant disposes of the shares a participant acquired upon the exercise of an incentive stock option. If a participant disposes of the shares of common stock that a participant acquired upon exercise of an incentive stock option more than two years after the date of grant and more than one year after exercise, a participant will realize a long-term capital gain (or loss) based on the difference between the sale price of the incentive stock option shares and the exercise price of the Incentive stock option, and we will not be entitled to deduct that amount for federal income tax purposes. Otherwise, if a participant disposes of the incentive stock option shares before the expiration of two years from the date of the incentive stock option grant or one year from the date of incentive stock option exercise (also called a disqualified disposition), a participant will realize ordinary compensation income in the year a participant disposed of the incentive stock option shares in an amount equal to the excess (if any) of (A) the lesser of (1) the fair market value of such shares on the date of exercise and (2) the amount realized on the sale over (B) the option price, and the Company will be entitled to deduct that amount for federal income tax purposes. Any further gain (or loss) that a participant realize upon the disqualified disposition of the common stock will be taxed as short-term or long-term capital gain (or loss), depending on how long a participant held the shares, and such gains will not result in any further tax deduction for the Company.
Although a participant’s exercise of an incentive stock option does not result in the recognition of regular taxable income, the option spread on an incentive stock option exercise is a preference item that is includible in the calculation of a participant’s federal alternative minimum taxable income. Therefore, the exercise of an incentive stock option may cause an increase in a participant’s federal income tax liability if the preference income from an incentive stock option exercise causes a participant’s alternative minimum tax to exceed (or further exceed) a participant’s regular federal income tax in the year of the exercise.
Stock Appreciation Rights: A participant generally will not be subject to tax in connection with the grant of a stock appreciation right. When a participant exercises a stock appreciation right, a participant will generally be required to include as ordinary income in the year of exercise an amount equal to the cash received and the fair market value of any unrestricted common stock received on the exercise. We will generally be entitled to a

deduction for federal income tax purposes at the same time equal to the amount included in such a participant’s income by reason of the exercise. If a participant receives common stock upon the exercise of a stock appreciation right generally is a taxable event that requires the post-exercise appreciation (or depreciation) will be treatedparticipant to recognize, as ordinary income, the difference between the shares of common stock’s fair market value and the option price or the amount paid in the same manner as discussed above with respect to non-qualified options.
Restricted Stock and Restricted Stock Units: A participant will generally not be subject to tax when a participant receives a restricted stock or restricted stock unit award unless, in the case of restricted stock, a participant makes an election pursuant to Section 83(b)settlement of the Code. Generally,stock appreciation rights.

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Income is recognized on account of the grant of a participant will recognize taxable income onstock award when the date an award of restricted stock becomesfirst become transferable or isare no longer subject to a substantial risk of forfeiture (i.e.,forfeiture. At that time the vesting date) or when a restricted stock unit is settled in shares of common stock, as applicable, and we will generally be entitled to a deduction for federalparticipant recognizes income tax purposes in the same amount. The taxable income from a participant’s award will be equal to the difference between the fair market value of the shares on such date and the amount paid for such shares, if any. Thisof common stock.

No income is taxed inrecognized upon the same manner and at the same rates as other compensation income. Ifgrant of a participant does makeperformance share award or an election under Section 83(b) of the Code, a participantincentive award. Income will have taxable income at the time of grant equal to the difference between the fair market value of the shares on such date and the amount paid for such shares, if any.
Taxable income that a participant recognizes from a participant’s awardbe recognized on the vesting date that payment is made under the performance share award or date of settlement, as applicable, is subjectincentive award.

The employer (either the Company or a subsidiary) will be entitled to claim a federal income tax withholding, as well as any applicable state and local income tax withholding. FICA taxes, which consist of Social Security and Medicare taxes, must be withhelddeduction on the value of any shares that vest for tax purposes.
A participant may incur a tax liability when a participant subsequently disposes of shares acquired from a participant’s award if those shares are sold at a gain. A participant will be responsible for paying any tax due from that sale and ensuring that any sale by a participant of our common stock is reported to the appropriate tax authorities as required by applicable law. When a participant sells or otherwise disposes of any shares of stock, an amount equal to the difference between the sale or other disposition price of such shares and the cost basis of such shares will be treated as a capital gain or loss. The cost basisaccount of the sharesexercise of an option that is not an incentive stock option or stock appreciation right or the vesting of a stock award or the settlement of a performance share award or an incentive award. The amount of the deduction is equal to the amount previously taxed as compensation income plus any amounts paid for the shares. The holding period of such shares begins on the date such shares are vested (or, where an election is made under Section 83(b), on the date they were issued). If the shares a participant sells at a gain are held for less than one year, a short-term capital gain will result and a participant will be subject to tax at ordinary income tax rates. For sharesrecognized by the participant. The employer will not be entitled to a participant sells at a gain that are held one year or longer, a long-term capital gain will result. If the shares a participant sells are sold at a loss because the cost basis of the shares exceeds the disposition price of the shares, the loss will be a capital loss, the use of which is limited on a participant’s individual federal income tax return.
Section 162(m): The compensation attributable to awards under the 2020 Equity Incentive Plan granted to persons who are “covered employees”deduction on account of the Company, withingrant or the meaningexercise of Section 162(m) of the Code, is subject to thean incentive stock option. The employer may claim a federal income tax deduction limitson account of Section 162(m)certain dispositions of the Code, which generally provide that any compensation in excess of $1 million, including compensation attributable to awards under the 2020 Equity Incentive Plan aggregated with all other compensation, received by such covered employees in any year will not be deductible by us.
THE DISCUSSION ABOVE IS INTENDED ONLY AS A SUMMARY AND DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT TO RECIPIENTS OF AWARDS UNDER THE 2020 EQUITY INCENTIVE PLAN. AMONG OTHER ITEMS THIS DISCUSSION DOES NOT ADDRESS ARE TAX CONSEQUENCES UNDER THE LAWS OF ANY STATE, LOCALITY OR FOREIGN JURISDICTION, OR ANY TAX TREATIES OR CONVENTIONS BETWEEN THE UNITED STATES AND FOREIGN JURISDICTIONS. THIS DISCUSSION IS BASED UPON CURRENT LAW AND INTERPRETATIONAL AUTHORITIES WHICH ARE SUBJECT TO CHANGE AT ANY TIME.
New Plan Benefits.

As of the date of this proxy statement, no awards (including stock options) have been granted under the 2020 Equity Incentive Plan. Awards (including stock options) under the 2020 Equity Incentive Plan may be made at the discretion of the Committee, and any awards (including stock options) that may be made and any benefits and amounts that may be received or allocated under the 2020 Equity Incentive Plan in the future are not determinable at this time. As such, we have omitted the New Plan Benefits table and the number of stock options that may be received under the 2020 Equity Incentive Plan in the future.
Registration with the SEC.
The Company will file a Registration Statement on Form S-8 with the SEC with respect to the shares of the Company’s common stock to be offered and sold pursuant to the 2020 Equity Incentive Plan as soon as reasonably practicable following stockholder approval and prior to the offering or sale of any such shares.acquired under an incentive stock option.
Recommendation.
The board of directors believes strongly that approval of the adoption of the 2020 Equity Incentive Plan is essential to the Company’s success. The Company’s officers and service providers are some of its most valuable assets and equity-based awards such as those provided under the 2020 Equity Incentive Plan are vital to the Company’s ability to attract and motivate outstanding performance and leadership. For the reasons stated above our stockholders are being asked to approve the adoption of the 2020 Equity Incentive Plan.

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RECOMMENDATION OF THE BOARD:
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AG MORTGAGE INVESTMENT TRUST, INC. 2020 EQUITY INCENTIVE PLAN

The voting requirements for this proposal are described above and in the “General Information About the Annual Meeting And Voting” section.


 OTHER MATTERS
 
Certain Relationships and Related Transactions
 
Our Manager is a subsidiary of Angelo Gordon. ThreeTwo of our current directors (David Roberts, T.J. Durkin,executive officers and Brian Sigman), three of our directors/nominated directors (David Roberts and T.J. Durkin, and Brian Sigman),Durkin) and all of our other executive officers are employees of Angelo Gordon or its affiliates.
 
To avoid any actual or perceived conflictsconflict of interest with our Manager, our board of directorsBoard has approved investment guidelines and policies providing that an investment in any security structured or managed by our Manager and its affiliates, and any sale of our assets to our Manager and its affiliates or any entity managed by our Manager and its affiliates, will comply with all applicable law, our compliance policies, and the compliance policies of Angelo Gordon and our Manager. Our independent directors have approved parameters within which our Manager and its affiliates may act as our counterparty and provide broker, dealer and lending services to us in order to enable transactions to occur in an orderly and timely manner. Angelo Gordon and/or our Manager may in the future change then-existing, or adopt additional, conflicts of interest resolution policies and procedures. Our independent directors periodically review our Manager’s and Angelo Gordon’s compliance with these conflicts of interest provisions.
 
Related Person Transaction Policy
 
Our board of directorsBoard has adopted a policy (the “Related Person Transaction Policy”) regarding the approval of any “related person transaction,” which is any transaction or series of transactions in which (i) we or any of our subsidiaries is or are to be a participant, (ii) the amount involved exceeds $120,000,one hundred twenty thousand dollars ($120,000), and (iii) a “related person” (as defined under SEC rules) has a direct or indirect material interest. Under the Related Person Transaction Policy, a related person would need to promptly disclose to our Secretary or Assistant Secretary any related person transaction and all material facts about the transaction. Our Secretary or Assistant Secretary, in consultation with outside counsel, to the extent appropriate, would then assess and promptly communicate that information to the audit committeeAudit Committee of our board of directors.Board. Based on its consideration of all of the relevant facts and circumstances, the audit committeeAudit Committee will review, approve or ratify such transactions as appropriate. The audit committeeAudit Committee will not approve or ratify a related person transaction unless it shall have determined that such transaction is in, or is not inconsistent with, our best interests and does not create a conflict of interest. If we become aware of an existing related person transaction that has not been approved under this policy, the transaction will be referred to the audit committeeAudit Committee which will evaluate all options available, including ratification, revision or termination of such transaction. Our Related Person Transaction Policy requires any director who may be interested in a related person transaction to recuse himself or herself from any consideration of such related person transaction.
 
Affiliated Transactions Policy
 
Our board of directorsBoard has also adopted a policy (the “Affiliated Transactions Policy”) regarding the approval of any transactionstransaction with affiliates that are not “related persons,” as that term is defined in the Related Person Transaction Policy. The Affiliated Transactions Policy is meant to supplement the existing policies and procedures of the Related Person Transaction Policy. The Affiliated Transactions Policy applies to all transactions between Angelo Gordon, or any entity or account managed by an affiliate of Angelo Gordon, and us (an “Affiliated Transaction”). All Affiliated Transactions must be permitted within our investment guidelines, comply with applicable law, satisfy the requirements of Angelo Gordon’s cross trade policy and comply with any other requirement deemed necessary by our General Counsel. On a quarterly basis, our management team delivers a complete list and appropriate supporting documentation of the Affiliated Transactions entered into during the quarter to the audit committeeAudit Committee for its review. Based on its consideration of all the relevant facts and circumstances, the audit committeeAudit Committee will confirmapprove and/or ratify an Affiliated Transaction to our independent directors if, in its determination, such Affiliated Transaction is fair, reasonable and within the Affiliated Transactions Policy.
 
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Management Agreement
 
We entered into a management agreement with AG REIT Management, LLC, our Manager, in connection with our initial public offering. Our management agreement with our Manager provides for the day-to-day management of our operations. Our Manager, pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of our Manager’s day-to-day duties and obligations arising under our management agreement.
 
The management agreement requires our Manager to manage our business affairs in conformity with the investment policies that are approved and monitored by our board of directors.Board. 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, along with appropriate support personnel, to provide the management services to be provided by our Manager to us as described in the management agreement.
 
We are obligated to reimburse our Manager or its affiliates for the allocable share of the compensation, including, without limitation, annual base salary, bonus, any related withholding taxes and employee benefits, paid to (1)(i) our chief financial officer based on the percentage of his time spent on our affairs, (2)(ii) our general counsel based on the percentage of his time spent on our affairs, and (3)(iii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of our Manager and its affiliates who spend all or a portion of their time managing our affairs based upon the percentage of time devoted by such personnel to our affairs. In their capacities as executive officers or personnel of our Manager or its affiliates, they will devote such portion of their time to our affairs as is necessary to enable us to operate our business. For the year ended December 31, 2019,2020, the Company recorded $7.5$7.4 million of reimbursable expenses payable to the Manager. On April 6, 2020, we entered into an amendmentManager, of which approximately $1.2 million related to the management agreement withCompany’s allocable share of annual compensation reimbursed to our Manager pursuant to whichfor our Manager agreed to defer our paymentChief Financial Officer, Chief Risk Officer, and General Counsel based on the percentage of time such officers spent on the base management fee and our reimbursement of the Manager’s expenses permitted under the management agreement through September 30, 2020 or such other time as we and the Manger agree.

Company’s affairs.
 
The initial term of the management agreement was three years. The management agreement renews automatically each year for an additional one-year period, unless we or the Manager exercise our respective termination rights. As of the date hereof, no event of termination has occurred. Our Manager is entitled to receive a termination fee from us should the Management Agreementmanagement agreement be terminated under certain circumstances.circumstances
 
For the year ended December 31, 2019,2020, our Manager earned management fees of $9.8$7.2 million.
 
Indemnification AgreementsOn April 6, 2020, we executed an amendment to the management agreement with the Manager pursuant to which the Manager agreed to defer our payment of the management fee and reimbursement of expenses, effective the first quarter of 2020 through September 30, 2020, or such other time as we and the Manager agreed. As of December 31, 2020, the Company has reimbursed the Manager for expenses through the fourth quarter of 2020.

We haveOn September 24, 2020, we executed an amendment with the Manager (the “Second Management Agreement Amendment”) to the management agreement, pursuant to which the Manager agreed to receive a portion of the accrued base management fee in shares of common stock. Pursuant to the Second Management Agreement Amendment, the Manager agreed to purchase (i) 1,215,370 shares of common stock in full satisfaction of the deferred base management fee of $3.8 million payable by us in respect to the first and second quarters of 2020 and (ii) 154,500 shares of common stock in satisfaction of $0.5 million of the base management fee payable by us in respect to the third quarter of 2020. The shares of common stock issued to the Manager were valued at $3.15 per share based on the midpoint of the estimated range of our book value per share as of August 31, 2020. The remaining third quarter 2020 management fee was paid in the normal course of business.

Secured debt

On April 10, 2020, we issued a secured promissory note (the “Note”) to the Manager evidencing a $10 million loan made by the Manager to us. Additionally, on April 27, 2020, we entered into customary indemnification agreements with each of our directors and executive officers that obligate us to indemnify theman amendment to the Note to reflect an additional $10 million loan by the Manager to us. The $10 million loan made by the Manager on April 10, 2020 was
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repaid in full with interest on March 31, 2021, and the $10 million loan made on April 27, 2020 was repaid in full with interest when it matured on July 27, 2020. The unpaid balance of the Note accrued interest at a rate of 6.0% per annum. Interest on the Note was payable monthly in kind through the addition of such accrued monthly interest to the fullest extent permitted by the charteroutstanding principal balance of the Company, the by-laws of the Company, the Maryland General Corporation Law and otherwise under Maryland law and the Securities Act of 1933, as now or hereafter in force. The agreements require us to indemnify the director or officer against all judgments, penalties, fines and amounts paid in settlement and all expenses actually and reasonably incurred by the director or officer in any proceeding arising out of or in connection with the indemnitees service to the Company. No director or officer will be entitled to indemnification if it is established that one of the prohibitions against indemnification under Maryland law exists.
In addition, each indemnification agreement requires us to advance reasonable expenses incurred by the indemnitee within ten days of the receipt by us of a statement from the director or officer requesting the advance, provided the statement evidences the expenses and is accompanied by:
a written affirmation of the director’s or officer’s good faith belief that he or she has met the standard of conduct necessary for indemnification; and


a written undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that the standard of conduct was not met.
Each indemnification agreement also provides for procedures for the determination of entitlement to indemnification.Note.
 
Asset Manager
 
In connection with our investments in residentialreperforming and non-performing loans and securitized whole loans,Non-QM Loans (as defined below), we may engage asset managers to provide advisory, consultation, asset management and other services to formulate and implement strategic plans to help our third-party servicers manage, collect and dispose of loans in a manner that is reasonably expected to maximize the amount of proceeds from each loan.services. Beginning in November 2015, we engaged Red Creek Asset Management LLC (“Asset Manager”), an affiliate of the Manager and a direct subsidiary of Angelo Gordon, as the asset manager for certain of our residential loansreperforming and securitized wholenon-performing loans. The Asset Manager acknowledges thatBeginning in September 2019, we will at all times have and retain ownership of all loans and thatengaged the Asset Manager will not acquire (i) title to any loan, (ii) any security interest in any loan, or (iii) any other rights or interests of any kind or any nature whatsoever in or to any loan.as the asset manager for our Non-QM Loans. We pay the Asset Manager separate arm’s-length asset management fees (asas assessed and confirmed periodically by a third partythird-party valuation firm)firm for the Asset Manager’s services related toour reperforming and non-performing loans and Non-QM Loans. In the third quarter of 2019, the third-party assessment of asset management fees resulted in our updating the fee amount for our reperforming and non-performing loans. We also utilized the third-party valuation firm to establish the fee level for Non-QM Loans in the third quarter of 2019. For the year ended December 31, 2019,2020, the fees paid by us to the Asset Manager totaled $876,929.$2.7 million. These fees include amounts paid directly by us and amounts paid by trustees in securitizations in which we own residual interests.

Arc Home
 
On December 9, 2015, we, alongside private funds under the management of Angelo Gordon, through AG Arc LLC, one of our indirect subsidiaries (“AG Arc”), entered into the Amended and Restated Limited Liability Company Agreement offormed Arc Home LLC (“Arc Home”), a Delaware limited liability company.. In June 2016, Arc Home through itsclosed on the acquisition of a Fannie Mae, Freddie Mac, FHA, VA and Ginnie Mae seller/servicer of residential mortgages. Through this subsidiary, Arc Home originates conforming, Government, Jumbo, Non-QM, and other non-conforming residential mortgage loans and retains the associated mortgage servicing rights as well as purchases additional mortgage servicing rights from third-party sellers andassociated with the loans it originates. Arc Home is led by an external management team. The Board of Managers of Arc Home consists of three members appointed by us and affiliates of our Manager. Our investment in Arc Home had a fair value of $28.5$45.3 million on December 31, 2019.2020. We have an approximate 44.6% interest in AG Arc.

Arc Home may sell loans to us, third parties or to affiliates of our Manager. Arc Home may also enter into agreements with us, third parties, or affiliates of our Manager to sell rights to receive the excess servicing spread related to its MSRs (“Excess MSRs”). In March 2017, Arc Home entered into an agreement with us to sell Excess MSRs, and as of December 31, 2018,2020, these Excess MSRs had fair value of approximately $18.2$3.5 million. In connection with our investments in Excess MSRs purchased through Arc Home, we pay an administrative fee to Arc Home. For the year ended December 31, 2019,2020, the administrative fees paid by us to Arc Home totaled $311,975.$0.2 million.

During 2020, Arc Home began selling Non-QM Loans to a private fund under the management of Angelo Gordon. Arc Home sold $57.4 million of unpaid principal balance of Non-QM Loans to this affiliate of the Manager during 2020.
 
Mortgage Acquisition Trust I LLC
 
InOn August 29, 2017, we, alongside private funds under the management of Angelo Gordon, formed Mortgage Acquisition Holding I LLC (“MATH”) to conduct a residential mortgage investment strategy. MATH in turn sponsored the formation of an entity called Mortgage Acquisition Trust I LLC (“MATT”) to purchase predominantly “Non-QMs,”“Non-QM” loans, which are residential mortgage loans that are not deemed “qualified mortgage,” or “QM,” loans under the rules of the Consumer Financial Protection Bureau. Non-QMs are not eligible for delivery to Fannie Mae, Freddie Mac, or Ginnie Mae. MATT is expected to makemade an election to be treated as a real estate investment trust beginning with the 2018 tax year.

In furtherance of this business, MATH’s sponsoring funds have agreed to provide up to $75.0 million of capital to MATH. This commitment was increased by $25.0 million to $100.0 million on March 28, 2019 and by $5.0 million
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to $105.0 million on August 23, 2019 with amendments to the MATH LLC Agreement. On April 3, 2020, the financing arrangements within MATT were restructured as described below and the previously mentioned commitment was removed. The Company has an approximate 44.6% interest in MATH.

On April 3, 2020, we, alongside private funds under the management of which we agreedAngelo Gordon, restructured our financing arrangements in MATT (“Restructured Financing Arrangement”). The Restructured Financing Arrangement requires all principal and interest on the underlying assets in MATT be used to provide $33.4 million for use in this mortgage investment business.pay down principal and interest on the outstanding financing arrangement. As of December 31, 2019,April 3, 2020, the Restructured Financing Arrangement was not a mark-to-market facility and is non-recourse to us. The Restructured Financing Arrangement provides for a termination date of October 1, 2021. At the earlier of the termination date or the securitization or sale by us of the remaining assets subject to the Restructured Financing Arrangement, the financing counterparty will be entitled to 35% of the remaining equity in the assets. We evaluated this restructuring and concluded it was an extinguishment of debt. MATT has chosen to make a fair value election on the new financing arrangement, and we had funded $44.6 million of our total capital commitment and our outstanding commitment was $2.2 million (net of any return of capital to us).will treat this arrangement consistently with this election.
 
Restricted Stock and Restricted Stock Units
 
As of December 31, 2019,Since our IPO, we have granted an aggregate of 99,329105,794 and 40,250120,320 shares of restricted common stock to our independent directors under our equity incentive plans, dated July 6, 2011 (the “2011 Equity Incentive Plans”) and our 2020 Equity Incentive Plan, respectively. As of December 31, 2020, all the shares of restricted common stock granted to our independent directors have vested. Further, since our IPO, we have issued 40,250 shares of restricted common stock to our Manager respectively, and 120,000 restricted stock units to our Manager under our equity

incentive plans. As of December 31, 2019, all the shares of restricted common stock granted to our Manager and independent directors have vested and 99,991 restricted stock units granted to our Manager have vested.2011 Equity Incentive Plans.
 
Other transactions with affiliates
 

In February 2017, in accordance with our Affiliated Transactions Policy, we executed one trade whereby we acquired a real estate security from a separate affiliate of the Manager (the “February Selling Affiliate”). As of the date of the trade, the security acquired from the February Selling Affiliate had a total fair value of $2.0 million. The February Selling Affiliate sold the real estate security through a BWIC. Prior to the submission of the BWIC by the February Selling Affiliate, we submitted its bid for the real estate security to the February Selling Affiliate. The pre-submission of our bid allowed us to confirm third-party market pricing and best execution.
In July 2017, in accordance with our Affiliated Transactions Policy, we acquired certain real estate securities from an affiliate of the Manager (the “July Selling Affiliate”). As of the date of the trade, the securities acquired from the July Selling Affiliate had a total fair value of $0.2 million. As procuring market bids for the real estate securities was determined to be impracticable in the Manager’s reasonable judgment, appropriate pricing was based on a valuation prepared by an independent third-party pricing vendor. The third-party pricing vendor allowed us to confirm third-party market pricing and best execution.
In October 2017, in accordance with our Affiliated Transactions Policy, we acquired certain real estate securities and loans from two affiliates of the Manager (the “October Selling Affiliates”). As of the date of the trade, the securities and loans acquired from the October Selling Affiliates had a total fair value of $8.4 million. As procuring market bids for the real estate securities and loans were determined to be impracticable in the Manager’s reasonable judgment, appropriate pricing was based on a valuation prepared by independent third-party pricing vendors. The third-party pricing vendors allowed us to confirm third-party market pricing and best execution.
In October 2018, in accordance with our Affiliated Transactions Policy, we acquired certain real estate securities and loans from an affiliate of the Manager (the "October 2018 Selling Affiliate"). As of the date of the trade, the real estate securities and loans acquired from the October 2018 Selling Affiliate had a total fair value of $544,000. As procuring market bids for the real estate securities and loans was determined to be impracticable in the Manager’s reasonable judgment, appropriate pricing was based on a valuation prepared by independent third-party pricing vendors. The third-party pricing vendors allowed us to confirm third-party market pricing and best execution.

In March 2019, in accordance with our Affiliated Transactions Policy, we executed one trade whereby we acquired a real estate security from an affiliate of the Manager (the "March“March 2019 Selling Affiliate"Affiliate”). As of the date of the trade, the security acquired from the March 2019 Selling Affiliate had a total fair value of $0.9 million. The March 2019 Selling Affiliate sold the real estate security through a BWIC.BWIC (Bids Wanted in Competition). Prior to the submission of the BWIC by the March 2019 Selling Affiliate, we submitted our bid for the real estate security to the March 2019 Selling Affiliate. The pre-submission of our bid allowed us to confirm third-party market pricing and best execution.

In June 2019, we, alongside private funds under the management of Angelo Gordon, participated through our unconsolidated ownership interest in MATT in a rated non-QM loanNon-QM Loan securitization, in which non-QM loansNon-QM Loans with a fair market value of $408.0 million were securitized. Certain senior tranches in the securitization were sold to third parties with us and private funds under the management of Angelo Gordon retaining the subordinate tranches, which had a fair market value of $42.9 million as of June 30, 2019. We have a 44.6% interest in the retained subordinate tranches.

In July 2019, in accordance with our Affiliated Transactions Policy, we acquired certain real estate securities from an affiliate of the Manager (the "July“July 2019 Selling Affiliate"Affiliate”). As of the date of the trade, the real estate securities acquired from the July 2019 Selling Affiliate had a total fair value of $2.0 million. As procuring market bids for the real estate securities was determined to be impracticable in the Manager’s reasonable judgment, appropriate pricing was based on a valuation prepared by independent third-party pricing vendors. The third-party pricing vendors allowed us to confirm third-party market pricing and best execution.


In September 2019, we, alongside private funds under the management of Angelo Gordon, participated through our unconsolidated ownership interest in MATT in a rated non-QM loanNon-QM Loan securitization, in which non-QM loansNon-QM Loans with a fair market value of $415.1 million were securitized. Certain senior tranches in the securitization were sold to third parties with us and private funds under the management of Angelo Gordon retaining the subordinate tranches, which had a fair market value of $28.7 million as of September 30, 2019. We have a 44.6% interest in the retained subordinate tranches.
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In October 2019, in accordance with our Affiliated Transactions Policy, we acquired certain real estate securities from an affiliate of the Manager (the "October“October 2019 Selling Affiliate"Affiliate”). As of the date of the trade, the real estate securities acquired from the October 2019 Selling Affiliate had a total fair value of $2.2 million. The October 2019 Selling Affiliate sold the real estate securities through a BWIC. Prior to the submission of the BWIC by the October 2019 Selling Affiliate, we submitted its bid for the real estate securities to the October 2019 Selling Affiliate. The pre-submission of our bid allowed us to confirm third-party market pricing and best execution.

In November 2019, we, alongside private funds under the management of Angelo Gordon, participated through our unconsolidated ownership interest in MATT in a rated non-QM loanNon-QM Loan securitization, in which non-QM loansNon-QM Loans with a fair market value of $322.1 million were securitized. Certain senior tranches in the securitization were sold to third parties with us and private funds under the management of Angelo Gordon retaining the subordinate tranches, which had a fair market value of $21.4 million as of December 31, 2019. We have a 44.6% interest in the retained subordinate tranches.

In February 2020, we, alongside private funds managed by Angelo Gordon, participated through our unconsolidated ownership interest in MATT in a rated Non-QM Loan securitization, in which Non-QM Loans with a fair value of $348.2 million were securitized. Certain senior tranches in the securitization were sold to third-parties with us and private funds under the management of Angelo Gordon retaining the subordinate tranches, which had a fair value of $26.6 million as of March 31, 2020. We have a 44.6% interest in the retained subordinate tranches.

In July 2020, in accordance with our Affiliated Transactions Policy, we sold certain real estate securities to an affiliate of the Manager (the “July 2020 Acquiring Affiliate”). As of the date of the trade, the real estate securities sold to the July 2020 Acquiring Affiliate had a total fair value of $1.9 million. The July 2020 Acquiring Affiliate purchased the real estate securities through a BWIC. Prior to our submission of the BWIC, the July 2020 Acquiring Affiliate submitted its bid for the real estate securities to us. The July 2020 Acquiring Affiliate’s pre-submission of its bid allowed us to confirm third-party market pricing and best execution.

In August 2020, we, alongside private funds under the management of Angelo Gordon, participated through our unconsolidated ownership interest in MATT in a rated Non-QM Loan securitization, in which Non-QM Loans with a fair value of $226.0 million were securitized. Certain senior tranches in the securitization were sold to third-parties with us and private funds under the management of Angelo Gordon retaining the subordinate tranches, which had a fair value of $24.3 million as of September 30, 2020. We have a 44.6% interest in the retained subordinate tranches.

In August 2020, we, alongside private funds under the management of Angelo Gordon, sold our Ginnie Mae Excess MSR portfolio to Arc Home for total proceeds of $18.9 million. The portfolio had a total unpaid principal balance of $3.5 billion. Our share of the total proceeds approximated $8.5 million, representing our approximate 45% ownership interest. Arc Home subsequently sold its Ginnie Mae MSR portfolio to a third-party.

In October 2020, in accordance with our Affiliated Transactions Policy, we acquired certain real estate securities and Excess MSRs from an affiliate of the Manager (the “October 2020 Selling Affiliate”). As of the date of the trade, the real estate securities and Excess MSRs acquired from the October 2020 Selling Affiliate had a total fair value of $0.5 million and $20.0 thousand, respectively. As procuring market bids for the real estate securities was determined to be impracticable in the Manager’s reasonable judgment, appropriate pricing was based on a valuation prepared by third-party pricing vendors. The third-party pricing vendors allowed us to confirm third-party market pricing and best execution.

Delinquent Section 16 Reports

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities to file certain reports with the SEC regarding ownership of, and transactions in, the Company’s securities. These executive officers, directors and stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) reports that are
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filed with the SEC. Based solely on a review of copies of such forms received by the Company and written representations received by the Company from certain reporting persons, the Company believes that for the year ended December 31, 2020 all Section 16(a) reports required to be filed by the Company’s executive officers, directors and ten percent (10%) stockholders were filed on a timely basis with the exception of one Form 3 and one Form 4 filing, each for Alison Halpern, the Company’s Chief Accounting Officer for the year ended December 31, 2020.

Stockholder Proposals
 
Any stockholder intending to present a proposal at our 20212022 annual meeting of stockholders and have the proposal included in the proxy statement for such meeting must, in addition to complying with the applicable laws and regulations governing submissions of such proposals, submit the proposal in writing to us no later than November 24, 2020.December 17, 2021. To be included in the proxy statement, the proposal must comply with the requirements as to form and substance established byof Rule 14a-8 of the SEC and our bylaws, and must be a proper subject for stockholder action under Maryland law.Exchange Act.
 
Pursuant to our current bylaws, any stockholder intending to nominate a director or present a proposal at an annual meeting of our stockholders without seeking to have such a nomination or proposal included in the proxy statement for such annual meeting, must notify us in writing not less than 120 days nor more than 150 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Accordingly, any stockholder who intends to submit such a nomination or proposal at our 20212022 annual meeting of stockholders must notify us in writing of such proposal by November 24, 2020,December 17, 2021, but in no event earlier than October 25, 2020.November 17, 2021. However, in the event that the 2022 annual meeting of stockholders is advanced by more than 30 days or delayed by more than 60 days from the first anniversary of the date of the 2021 annual meeting of stockholders, notice by the stockholder to be timely must be received no earlier than the 120th day prior to the date of the meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to the date of the meeting or the 10th day following the date of the first public announcement of the meeting.
  
Any such nomination or proposal should be sent to AG Mortgage Investment Trust, Inc., 245 Park Avenue, 26th Floor, New York, New York 10167, Attn: General Counsel, and, to the extent applicable, must include the information required by our bylaws.
 
Access to SEC Reports
 
A copy of the Company’s Annual Report, including financial statements, is being furnished concurrently herewith to all stockholders as of the Record Date. Please read it carefully.
 
Stockholders may obtain a copy of the Annual Report or proxy statement,Proxy Statement, without charge, by visiting the Company’s Web Siteour website at http://www.agmit.com or by writing AG Mortgage Investment Trust, Inc., 245 Park Avenue, 26th Floor, New York, New York 10167, Attn: General Counsel. These materials are also available at http://www.proxyvote.com. Upon request to our General Counsel, the exhibits set forth on the exhibit index of the Company’s Annual Report may be made available at a reasonable charge (which will be limited to our reasonable expenses in furnishing such exhibits).
 
“Householding” of Proxy Statement and Annual Report
 

The SEC rules allow for the delivery of a single copy of the Notice or set of proxy materials to any household at which two or more stockholders reside, if it is believed the stockholders are members of the same family. This delivery method, known as “householding,” will save us printing and mailing costs. Duplicate account mailings will be eliminated by allowing stockholders to consent to such elimination, or through implied consent, if a stockholder does not request continuation of duplicate mailings. Brokers, dealers, banks or other nominees or fiduciaries that hold shares of our common stock in “street” name for beneficial owners of our common stock and that distribute proxy materials and the Notice they receive to beneficial owners may be householding on your behalf. Depending upon the practices of your broker, bank or other nominee or fiduciary, you may need to contact them directly to discontinue duplicate mailings to your household. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee or fiduciary.
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If you hold shares of our common stock in your own name as a holder of record, householding will not apply to your shares. Also, if you own shares of our common stock in more than one account, such as individually and also jointly with your spouse, you may receive more than one set of our proxy materials. To assist us in saving money and to provide you with better stockholder services, we encourage registered holders of our stock to have all of your accounts registered in the same name and address. You may do this by contacting the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, by telephone at (800) 937-5449 or in writing at American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219.
 
If you wish to request extra copies free of charge of any annual report to stockholders or proxy statement, please send your request to AG Mortgage Investment Trust, Inc., 245 Park Avenue, 26th26th Floor, New York, New York, 10167, Attn: General Counsel, or contact our General Counsel via telephone at (212) 692-2000. You can also refer to the Company’s Web Siteour website at www.agmit.com. www.agmit.com. Information at, or connected to the Company’s Web Siteour website is not and should not be considered part of this proxy statement.Proxy Statement.

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BY ORDER OF THE BOARD OF DIRECTORS,
Raul E. Moreno
General Counsel and Secretary
New York, New York
April 29, 2020



ANNEXAPPENDIX A


AG MORTGAGE INVESTMENT TRUST, INC.
2020 MANAGER EQUITY INCENTIVE PLAN

Effective April 7, 2021


1.PurposePURPOSES. The purposepurposes of this AG Mortgage Investment Trust, Inc. Manager Equity Incentive Plan (the "Plan") are to afford an incentive to AG REIT Management, LLC, a Maryland limited liability company (the "Manager") to: (a) continue as the Manager for the AG Mortgage Investment Trust, Inc. 2020 Equity Incentive Plan is to provide a means through which the Company and(the "Company"); (b) increase its Affiliates may attract and retain key personnel, motivate outstanding performance and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors)efforts on behalf of the CompanyCompany; and its Affiliates, as well as employees of(c) promote the Manager and its Affiliates who are providing services to the Company and its Affiliates, can acquire and maintain an equity interest in the Company, or be paid incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and aligning their interests with thosesuccess of the Company’s stockholders.business. The Plan provides for the grant of stock options, restricted shares of common stock, restricted stock units, stock appreciation rights, and other equity-based awards.

2.DefinitionsDEFINITIONS. TheFor purposes of the Plan, the following definitions shall be applicable throughout the Plan.

(a)“Absolute Share Limit” has the meaning giventerms are defined as set forth below, in addition to such termterms defined in Section 5(b) of the Plan.1 above:

(b)    “a."Affiliate”" means with respect to any Person, (i) any other Person that directly or indirectly controls, iscontrolling, controlled by, or is under common control with such other Person, and/(ii) any executive officer or (ii) to the extent provided by the Committee,general partner of such other Person or (iii) any person orlegal entity infor which such Person has a significant interest. The term “control” (including, with correlative meaning,acts as an executive officer or general partner. For purposes of this definition, the terms “controlled by”"control", "controlled by" and “under"under common control with”), as applied to any Person, meanswith" mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person,an entity, whether through the ownership of voting or other securities, by contract or otherwise.

b."Applicable Laws" means the requirements relating to, connected with, or otherwise implicated by the administration of long-term incentive plans under applicable state corporation laws, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted, applicable accounting standards and the Applicable Laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.
(c)    “c."Award”" means individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, andor Other Stock-BasedShare-Based Award granted to the Manager under the Plan.

d."Award Date" means the date upon which an Award is made to the Manager under the Plan, although, in the case of any Award for which the Exercise Price, Fair Market Value, or other applicable value is determined with reference to the average weighted Share price or Share price over a particular measurement period, the Award shall not be treated as granted and subject to applicable securities law or securities exchange reporting until the applicable value is determined.
(d)    “e."Award Agreement”" means any written agreement between the document or documents by which each Award is evidenced, which may be in written or electronic form.Company and the Manager that evidences and sets out the terms and conditions of an Award.

(e)    “f."Board”" means the Board of Directors of the Company.

(f)    “g."Change inof Control”" means:

i.the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock,Shares, taking into account as outstanding for this purpose such Common StockShares issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common StockShares or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “"Outstanding Company Voting Securities”"); provided, however, that for purposes of thisthe Plan, the following acquisitions shall not constitute a Change inof Control: (I) any acquisition by the Company or any Affiliate of the Company; (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate of the Company; or (III) in respect of an Award held by a particular Participant,the Manager, any acquisition by the ParticipantManager or any group of Persons
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including the Manager (or any entity controlled by the Manager or any group of Persons including the Participant (or any entity controlled by the Participant or any group of Persons including the Participant)Manager);

ii.during any period of 24 months, individuals who, at the beginning of such period, constitute the Board (the “"Incumbent Directors”") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination

for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

iii.the sale, transfer or other disposition of all or substantially all of the business or assets of the Company and its Subsidiaries to any Person that is not an Affiliate of the Company; or

iv.the consummation of a reorganization, recapitalization, merger, consolidation, or other similar transaction involving the Company (a “"Business Combination”"), unless immediately following such Business Combination 50% or more of the total voting power of the entity resulting from such Business Combination (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous governing body) of such resulting entity), is held by the holders of the Outstanding Company Voting Securities immediately prior to such Business Combination.

Notwithstanding the foregoing to the contrary, to the extent Section 409A of the Code applies with respect to an Award and a payout trigger under such Award includes a Change of Control, then addition to the foregoing any such Change of Control must also constitute a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, in any case, within the meaning of Treasury Regulation 1.409A-3(i)(5).
(g)    “
a."Code”" means the U.S. Internal Revenue Code of 1986, as amended and any successor thereto. Reference in the Planfrom time to anytime. Any reference to a section of the Code herein shall be deemed to include any regulations or other interpretative guidance of general applicability promulgated under such section, and shall further include any amendmentssuccessor or successor provisions toamended section of such section of the Code that is so referred to and any regulations or guidance.thereunder.

(h)    “b."Committee”" means the Compensation Committee of the Company’s Board of Directors, or any successor committee with responsibility for employee compensation, or, in the absence of sucha committee with responsibility for employee compensation, the Board itself.itself; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more directors, each of whom shall be a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act.

(i)    “c.Common Stock” means the Common Stock of the Company, par value $0.01 per share (and any stock or other securities into which such Common Stock may be converted or into which it may be exchanged).

(j)    “"Company”" means AG Mortgage Investment Trust, Inc., a Maryland corporation, andCorporation, or any successor thereto.corporation.

(k)    “d.Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.

(l)    Disability” means, unless in the case of a particular Award the applicable Award Agreement states otherwise, the Company or its Affiliates having cause to terminate a Participant’s employment or service on account of “Disability,” as defined in any then-existing employment, consulting or other similar agreement between the Participant and the Company or its Affiliates or, in the absence of such an employment, consulting or other similar agreement, a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or its Affiliates, or, in the absence of such a plan, the complete and permanent inability of the Participant by reason of illness or accident to perform the duties of the occupation at which the Participant was employed or served when such disability commenced. Any determination of whether Disability exists in the absence of a long-term disability plan shall be made by the Committee in its sole and absolute discretion.

(m)    “Effective Date” means April 15, 2020, subject to obtaining the approval of the Company’s stockholders, provided, however, that no fully vested and transferable shares of Common Stock may be issued pursuant to any Awards unless and until the Plan is approved by the Company’s stockholders.

(n)    “Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act and (ii) an “independent” director under the rules of the NYSE or any other securities exchange or

inter-dealer quotation system on which the Common Stock is listed or quoted, or a person meeting any similar requirement under any successor rule or regulation.

(o)    “Eligible Person” means (i) any individual employed by the Company or its Affiliates; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) any non-officer director of the Company or its Affiliates; (iii) consultant or advisor to the Company or its Affiliates, including Manager Employees, who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act; or (iv) any prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or providing services to the Company or its Affiliates), who, in the case of each of clauses (i) through (iv) above has entered into an Award Agreement or who has received written notification from the Committee or its designee that they have been selected to participate in the Plan..

(p)    “"Exchange Act”" means the U.S. Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference in the Plan to any section of (or rulerules and regulations promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.thereunder.

(q)    “e.Exercise Price” has the meaning given such term in Section 7(b) of the Plan.

(r)    “"Fair Market Value”" means, onwith respect to Shares or other property, the fair market value of such Shares or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the Fair Market Value of a givenShare as of a particular date shall mean (i) if the Common Stock is listed on a national securities exchange, the closing sales price of the Common Stock reportedper Share on the primarynational securities exchange on which the Common StockShare is listed andprincipally traded, on such date, or, if there are no such sales on that date, then onfor the last preceding date on which there was a sale of Shares on such sales were reported;exchange; (ii) if the Common Stock is not listed on any national securities exchange but is quotedShares are then traded in an inter-dealer quotation system on a last sale basis,over-the-counter market, the average betweenof the closing bid price and ask price reported onasked prices for the Shares in such date, or, if there is no such sale on that date, then on
42

over-the-counter market for the last preceding date on which there was a sale was reported;of Shares in such market; or (iii) if the Common Stock isShares are not then listed on a national securities exchange or quotedtraded in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee or the Board to be the fairover-the-counter market, such value of the Common Stock.

(s)    “GAAP” has the meaning given such term in Section 7(d) of the Plan.

(t)    “Immediate Family Members” has the meaning given such term in Section 13(b) of the Plan.

(u)    “Incentive Stock Option” means an Option which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.

(v)    “Indemnifiable Person” has the meaning given such term in Section 4(e) of the Plan.

(w)    “Management Agreement” means that certain Management Agreement, dated as of June 29, 2011, by and between the Company and the Manager, as may be amended, restated, supplemented, replaced or otherwise modified from time to time, pursuant to which the Manager provides management services to the Company and its Subsidiaries.

(x)    “Manager” means AG REIT Management LLC., a Delaware limited liability company.

(y)    “Manager Employees” means employees of the Manager or its Affiliates.

(z)    “Manager Sale” means:

i. the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under

the Exchange Act) of more than 50% (on a fully diluted basis) of the Membership Interests ; provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Manager Sale:(I) any acquisition by the Manager or any Affiliate of the Manager; (II) any acquisition by any employee benefit plan sponsored or maintained by the Manager or any Affiliate of the Manager; or (III) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of Persons including the Participant (or any entity controlled by the Participant or any group of Persons including the Participant) (each of the entities in (I), (II) and (III) being referred to herein as an “Affiliated Entity”);

ii. the sale, transfer or other disposition of all or substantially all of the business or assets of the Manager to any Person that is not an Affiliated Entity; or

iii. the consummation of a reorganization, recapitalization, merger, consolidation, or other similar transaction involving the Manager (a “Business Combination”), unless immediately following such Business Combination 50% or more of the total voting power of the entity resulting from such Business Combination is held by Angelo Gordon & Co., L.P. or one or more of its Affiliates.

(aa)    “Manager Termination Event” means the termination of the Management Agreement.

(bb)    “Membership Interests” means the limited liability company interests of the Manager (and any interests, units or other securities into which such Membership Interests may be converted or into which they may be exchanged).

(cc)    “Nonqualified Stock Option” means an Option which is not designated by the Committee as an Incentive Stock Option.

(dd)    “Non-Employee Director” means a member of the Board who is not an employee nor officer of the Company or any Subsidiary or otherwise an Eligible Person under the Plan as a result of clause (iii) of the definition of Eligible Person.
(ee)    “NYSE” means the New York Stock Exchange.

(ff)    “Option” means an Award granted under Section 7 of the Plan.

(gg)    “Option Period” has the meaning given such term in Section 7(c) of the Plan.

(hh)    “Other Stock-Based Award” means an Award that is granted under Section 10 of the Plan.

(ii)    “Participant” means an Eligible Person who has been selected by the Committee or the Board to participate in the Plan and to receive an Award pursuant to the Plan.

(jj)    “Performance Criteria” means specific levels of performance of the Company (and/or one or more of the Company’s Affiliates, divisions or operational and/or business units, business segments, administrative departments, or any combination of the foregoing) or any Participant, which may be determined in accordance with GAAP or on a non-GAAP basis including, but not limited to, one or more of the following measures: (i) terms relative to a peer group or index; (ii) basic, diluted, or adjusted earnings per share; (iii) sales or revenue; (iv) earnings before interest, taxes, and other adjustments (in total or on a per share basis); (v) cash available for distribution; (vi) basic or adjusted net income; (vii) core earnings; (viii) book value; (ix) stockholders equity; (x) ) returns on equity, assets, capital, revenue or similar measure; (xi) level and growth of dividends; (xii) the price or increase in price of Common Stock; (xiii) total shareholder return; (xiv) total assets; (xv) growth in assets, new originations of assets, or financing of assets; (xvi) equity market capitalization; (xvii) reduction or other quantifiable goal with respect to general and/or specific expenses; (xviii) equity capital raised; (xix) ) mergers, acquisitions, increase in enterprise value of Affiliates, subsidiaries, divisions or business units or sales of assets of Affiliates, Subsidiaries, divisions or business units or sales of assets; and (xx) any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criteria, or used on an

absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or any divisions or operational and/or business units, business segments, administrative departments of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate,shall determine.
f."Management Agreement" means the management agreement between the Manager and the Company.
g."Manager" means AG REIT Management, LLC, or as compared to various stock market indices.

any successor entity.
(kk)     “h.Permitted Transferee"” hasOption" means an Award with a right, granted to the meaning givenManager under Section 5(b) below, to purchase Shares at a specified price during specified time periods. All Options granted hereunder shall be treated as non-qualified stock options which are not intended to satisfy the requirements of Code Section 422.
i."Other Share-Based Award" means an Award granted to the Manager under Section 5(f) below.
j."Person" means any natural person, corporation, partnership, association, limited liability company, estate, trust, joint venture, any federal, state, or municipal government or any bureau, department or agency thereof or any other legal entity and any fiduciary acting in such term in Section 13(b)capacity on behalf of the Plan.foregoing.

(ll)    “k.Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

(mm)    “Plan” means this AG Mortgage Investment Trust, Inc. 2020 Equity Incentive Plan, as it may be amended and restated from time to time.

(nn)    “Prior Plan Award” means any award of equity-based compensation granted under the Prior Plans, which remains outstanding as of the Effective Date.

(oo)    “Prior Plans” means the AG Mortgage Investment Trust, Inc. 2011 Equity Incentive Plan and the AG Mortgage Investment Trust, Inc. 2011 Manager Equity Incentive Plan.

(pp)    “Qualifying Manager Termination” means a (i) Manager Termination Event that occurs by action of the Company (other than as a result of the breach by the Manager of the Management Agreement), (ii) Manager Termination Event that occurs by action of the Manager as a result of the breach by the Company of the Management Agreement, or (iii) Manager Sale.

(qq)    “Restricted Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

(rr)    “"Restricted Stock”" means Common Stock,an Award of Shares, granted to the Manager under Section 5(d) below, that may be subject to certain specified restrictions (which may include, without limitation,and to a requirement that the Participant remain continuously employed or provide continuous services for a specified periodrisk of time), granted under Section 9 of the Plan.forfeiture.

(ss)    “l."Restricted Stock Unit”" or "RSU" means an unfunded and unsecured promiseAward with a right, granted to deliver sharesthe Manager under Section 5(e) below, to receive Shares, cash or a combination thereof at the end of Common Stock, cash, other securitiesa specified restricted period, which right may be conditioned on the satisfaction of specified performance or other property, subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.criteria.

(tt)    “m.SAR Period” has the meaning given such term in Section 8(c) of the Plan.

(uu)    “"Securities Act”" means the U.S. Securities Act of 1933, as amended from time to time, and any successor thereto. Referencerules or regulations promulgated thereunder.
n."Share" means a share of the Company’s common stock, par value $0.01 per share.
o."Stock Appreciation Right" or "SAR" means an Award with a right, granted to the Manager under Section 5(c) below, to be paid an amount measured by the appreciation in the PlanFair Market Value of Shares from the Award Date to any sectionthe date of (or rule promulgated under)exercise of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.right.

(vv)    “p.Service Recipient"”Subsidiary" means, with respect to a Participant holding a given Award, either the Company, or an Affiliate of the Company by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides, or following a Termination was most recently providing, services, as applicable.

(ww)    “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.

(xx)    “Strike Price” hasany "subsidiary corporation" within the meaning given such term inof Code Section 8(b) of the Plan.424(f).

(yy)    “Subsidiary” means, with respect to any specified Person:

i. any corporation, association or other business entity of which more than 50% of the total voting power of shares of such entity’s voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

ii. any partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person, or (B) the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

(zz)    “Substitute Award” has the meaning given such term in Section 5(e) of the Plan.

(aaa)    “Termination” means the termination of a Participant’s employment or service, as applicable, with the Service Recipient; provided, however, that with respect to any Participant who is an employee of the Manager or its Affiliates, such Participant shall instead be deemed to undergo a Termination hereunder upon a termination of such Participant’s employment with the Manager and its Affiliates.

3.Effective Date; DurationADMINISTRATION.

a.Authority of the Committee. The Plan shall be effective as ofadministered by the Effective Date.Committee. The expiration date ofCommittee may employ one or more persons to render advice with respect to any responsibility the Plan, on and after which date no AwardsCommittee may be granted hereunder, shall be the tenth (10th) anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards. No additional Awards may be grantedhave under the Prior Plans on or following the Effective Date.

4.Administration.

(a)    The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan) or the rules of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, it is intended that eachNo member of the Committee shall at the time such member takesbe liable for any action taken or determination made in good faith with respect to an Award under the Plan that is intended to (i) qualify for the exemptions provided by Rule 16b-3 promulgated under the Exchange Act or (ii) be granted to the Chief Executive Officer of the Company, if so required, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted byhereunder. The Committee shall have full and final authority, in its discretion, subject to and not inconsistent with the Committee that is otherwise validly granted under the Plan.

(b)    Subject to theexpress provisions of the Plan, to administer the Plan and applicable law,to exercise all the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee byauthorities either specifically granted to it under the Plan or pursuant tonecessary or advisable in the authorizationadministration of the Board,Plan, including, without limitation, the authority to: (i) designate Participants; (ii) determine
i.administer and interpret the type or typesPlan;
ii.authorize the granting of Awards to be granted to a Participant; (iii) Awards;
iii.determine the number of shares of Common StockShares to be covered by or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) each Award;
iv.determine the terms, provisions, and conditions of any Award; (v) determineeach Award (which may not be inconsistent with the terms of the Plan), including determination of Fair Market Value; and whether, to what extent, and under what circumstances, Awardsan Award may be settled in or exercised for, cash, shares of Common Stock,Shares, other securities, other Awards, or other property,property;
v.prescribe the form of instruments evidencing Awards; and
vi.take any other actions and make all other determinations that it deems necessary or canceled, forfeited,appropriate in connection with the Plan or suspendedthe administration and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether,interpretation thereof, including correction of any defect (including but not limited to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect toamending an Award shall be deferred either automatically or at the electionAgreement to comply with Applicable Laws) and reconciliation of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in correctthe Plan or any defect in and/or supply any omissionAward Agreement in the Planmanner and to the extent it shall deem desirable to carry out the purposes of the Plan.
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The Committee may not take any instrument or agreement relating to, or Award granted under,action that would result in a repricing of any Option without having first obtained the Plan; (viii) establish, amend, suspend, or waive any rulesconsent of the Company’s shareholders. All decisions, determinations and regulations and appoint such agents asinterpretations of the Committee shall deem appropriate for the proper administration of the Plan;be final and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c)    Exceptbinding on all persons, including but not limited to the extent prohibited by applicable lawCompany, the Manager (or any person claiming any rights under the Plan from or through the applicable rulesManager) and regulationsany shareholder.

a.Limitation of any securities exchange or inter-dealer quotation system on which the securitiesLiability. The senior officers of the Company are listed or traded,authorized and directed to do all things and execute and deliver all instruments, undertakings and applications as they in their absolute discretion consider necessary for the implementation of the Plan. The Board, the Committee, may allocate alland each member thereof will be entitled to, in good faith, rely or act upon any portion of its responsibilities and powersreport or other information furnished to him or her by any oneofficer or more of its members and may delegate all or any part of its responsibilities and powers to any Person or Persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee may delegate to one or more officersemployee of the Company or any Subsidiary, the authority to actCompany’s independent auditors, consultants or any other agents assisting in the administration of the Plan. The Board, the Committee, members thereof, and any officer or employee of the Company or any Subsidiary thereof acting at the direction or on behalf of the Committee with respect to any matter, right, obligation,Board or election which is the responsibility of, or which is allocated to, the Committee herein, and which maywill not be so delegated as a matter of law, exceptpersonally liable for grants of Awards to persons who are Non-Employee Directorsany action or otherwise are subject to Section 16 of the Exchange Act.

(d)    Unless otherwise expressly provideddetermination taken or made in the Plan, all designations, determinations, interpretations, and other decisions under orgood faith with respect to the Plan, and will, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any Awardsuch action or any Award Agreement shall be within the sole discretion of the Committee,determination.

4.SHARES SUBJECT TO PLAN.

a.Subject to adjustment as provided in Section 9 below, Awards may be made at any time and shall be final, conclusive and binding uponunder the Plan beginning on the Effective Date for up to an aggregate of 1,720,275 Shares. At all Persons, including, without limitation,times, the Company any Affiliatewill reserve and keep available a sufficient number of Shares in such manner as it may consider appropriate in order to satisfy the requirements of all outstanding Awards made under the Plan and all other outstanding but unvested Awards made under the Plan that are to be settled in Shares.
b.Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any Participant,vested Award granted under the Plan is paid or otherwise settled without the issuance of Shares, or if Shares are surrendered to or withheld by the Company as payment of either the exercise price of an Award and/or withholding taxes in respect of an Award, the Shares that were subject to such Award shall not again be available for Awards under the Plan. If any holderShares subject to an Award are forfeited, cancelled, exchanged or beneficiarysurrendered or if an Award terminates or expires without a distribution of Shares to the Manager (other than as provided in the immediately preceding sentence), the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Upon the exercise of any Award andgranted in tandem with any stockholderother Award, such related Award shall be cancelled to the extent of the Company.

number of Shares as to which the Award is exercised and, notwithstanding the foregoing, such number of Shares shall no longer be available for Awards under the Plan.
(e)    c.No member of the Board, the Committee or any employee or agent of the Company (each such Person, an “Indemnifiable Person”)fractional Shares shall be liable for any action takenissued or omitted to be taken or any determination made with respectdelivered pursuant to the Plan or any Award, hereunder (unless constituting fraudand the Committee shall determine whether cash, other securities, or a willful criminal act or omission). Each Indemnifiable Personother property shall be indemnified and held harmless by the Company against and from any loss, cost, liability,paid or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Persontransferred in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reasonlieu of any action takenfractional Shares, or omitted to be taken or determination made with respect to the Planwhether such fractional Shares or any Award hereunder and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, and the Companyrights thereto shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined, as provided below, that the Indemnifiable Person is not entitled to be indemnified); provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not become available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts, omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Charter or Bylaws. The foregoing right of indemnification shall not be exclusive ofcanceled, terminated, or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Charter or Bylaws, as a matter of law, under an individual indemnification agreement or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold such Indemnifiable Persons harmless.eliminated.

(f)    Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. Any such actions by the Board shall be subject to the applicable rules of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted. In any such case, the Board shall have all the authority granted to the Committee under the Plan.






5.Grant of Awards; Shares Subject to the Plan; Limitations.TERMS AND CONDITIONS OF AWARDS

(a)    The Committee may, from time to time, grant Awards to one or more Eligible Persons.. All Awards granted under the Plan shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation, attainment of Performance Criteria.

(b)    Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 11 of the Plan, no more than 2,000,000 shares of Common Stock (the “Absolute Share Limit”) shall be available for Awards under the Plan; (ii) subject to Section 11 of the Plan, no more than the number of shares of Common Stock equal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan; and (iii) the maximum number of shares of Common Stock subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the fiscal year, shall not exceed $300,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes).

(c)    Other than with respect to Substitute Awards, to the extent that an Award or Prior Plan Award expires or is canceled, forfeited or terminated without delivery to the Participant of the full number of shares of Common Stock to which the Award or Prior Plan Award, as applicable, related, the undelivered shares will be returned to the Absolute Share Limit and will again be available for grant under the Plan. Shares of Common Stock shall be deemed to have been issued in settlement of Awards or Prior Plan Awards, as applicable, if the Fair Market Value equivalent of such shares is paid in cash; provided, however, that no shares shall be deemed to have been issued in settlement of a SAR that only provides for settlement in cash and settles only in cash; provided, further that in no event shall such shares increase the number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options granted under the Plan. In no event shall (i) shares tendered or withheld on the exercise of Options or other Award or Prior Plan Award, as applicable, for the payment of the exercise or purchase price or withholding taxes, (ii) shares not issued upon the settlement of a SAR that settles in shares of Common Stock (or could settle in shares of Common Stock), or (iii) shares purchased on the open market with cash proceeds from the exercise of Options, again become available for other Awards under the Plan.

(d)    Shares of Common Stock issued by the Company in settlement of Awards may be authorized and unissued shares, shares purchased on the open market or by private purchase or a combination of the foregoing.

(e)    Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by the Company or with which the Company combines (“Substitute Awards”). Substitute Awards shall not be counted against the Absolute Share Limit; provided, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares of Common Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange requirements, available shares under a stockholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock available for issuance under the Plan.

6.Eligibility. Participation in the Plan shall be limited to Eligible Persons.

7.Options.

(a)    General. Each Option granted under the Plan shall be evidenced by ana written agreement between the Company and the Manager setting forth the specific terms of the Award (an "Award Agreement which agreement need not be"). Such terms and conditions shall include the same for each Participant. Each Option so granted shall be subject to the conditions set forth in this Section 7, and tofollowing, as well as such other conditionsprovisions, not inconsistent with the Plan, as may be reflected indeemed advisable by the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shallCommittee:

a.General. Awards may be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock

Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions ofset forth in this Section 5. In addition, the Committee may impose on any Award or the exercise thereof, at the Award Date or thereafter, such grant shall be subject toadditional terms and complyconditions, not inconsistent with such rules as may be prescribed by Section 422the provisions of the Code. If forPlan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of
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termination of service by the Manager. The Committee shall retain full power and discretion to accelerate, waive, or modify, at any reasontime, any term or condition of an Option intendedAward that is not mandatory under the Plan.
b.Options. The Committee is authorized to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then,grant Options to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted underManager on the Plan.following terms and conditions:

(b)    i.Exercise Price. Except as otherwise providedThe exercise price per Share purchasable under an Option shall be determined by the Committee, but in no event shall the case of Substitute Awards, theper Share exercise price (“Exercise Price”) per share of Common Stock for eachany Option shall not be less than 100% of the Fair Market Value of such share (determined as ofa Share on the Award Date of Grant); such Option.
ii.provided, howeverTime and Method of Exercise, that in the case of an Incentive Stock Option granted to an employee who, at. The Committee shall determine the time ofor times at which or the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate of the Company, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on the Date of Grant.

(c)    Vesting and Expiration. Options shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee. Except as set forth in Sections 11, 13(i) and 13(j) hereto, the Committee shall not accelerate vesting of an Option. Options shall expire after such period, as may be determined by the Committee, not to exceed ten (10) years from the Date of Grant (the “Option Period”); provided, that if the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the Option Period shall be automatically extended until the thirtieth (30th) day following the expiration of such prohibition. Notwithstanding the foregoing, in no event shall the Option Period exceed five (5) years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate of the Company.

(d)    Method of Exercise and Form of Payment. No shares of Common Stock shall be issued pursuant to any exercise ofcircumstances under which an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. Options which have become exercisable may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the methods by deliverywhich such exercise price may be paid or deemed to be paid, and the form of written or electronic noticesuch payment. Such form may include, without limitation, cash, exchange of exercise to the Company (or telephonic instructions to the extent providedShares previously owned by the Committee) in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable: (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to proceduresManager, through a "broker cashless exercise" procedure approved by the Committee (to the extent permitted by meanslaw) or a combination of attestation of ownership ofthe above, in any case in an amount having a sufficient number of shares of Common Stock in lieu of actual delivery ofcombined value equal to such shares toexercise price; provided that the Company); provided,Committee may require that such shares of Common Stock are not subject to any pledge or other security interest andShares exchanged by the Manager have been heldowned by the ParticipantManager for at least six (6) months (or such other period as established from time to timeof the date of exercise. An Award Agreement may provide that the Manager may pay all or a portion of the aggregate exercise price by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles (“GAAP”)); or (ii) by such other method as the Committee may permit, in its sole discretion, including, without limitation (A) in other property having Shares with a fair market valueFair Market Value on the date of exercise equal to the Exercise Price; (B) if there is a public market foraggregate exercise price withheld by the shares of Common Stock at such time, by meansCompany. To the extent that the Committee permits the use of a broker-assisted “cashless exercise” pursuant"cashless exercise" to exercise any Option, the Committee may designate a securities brokerage firm or firms through which the Company is delivered (including telephonicallyall such exercises must be effected. Notwithstanding anything contained herein to the extent permittedcontrary, in no event will the Plan permit a "reload feature," in which replacement stock options are issued to the Manager in exchange for Shares held by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuableManager upon the exercise of an Option. In no event may an Option remain exercisable more than ten (10) years following the Option andAward Date.
c.Stock Appreciation Rights. The Committee is authorized to deliver promptlygrant SARs to the CompanyManager on the following terms and conditions:
i.Right Conferred. A SAR shall confer on the Manager a right to receive an amount with respect to each Share subject thereto, upon exercise thereof, equal to the Exercise Price; or (C) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise issuable in respect of an Option that are needed to pay the Exercise Price and all applicable required withholding taxes. Any fractional shares of Common Stock shall be settled in cash.excess of:

(e)    1.Notification upon Disqualifying Dispositionthe Fair Market Value of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date the Participant makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such

Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (i) the date that is two (2) years after the Date of Grant of the Incentive Stock Option, or (ii) the date that is one (1) year afterShare on the date of exercise over
2.the Fair Market Value of one Share on the Award Date.
ii.Other Terms. The Committee shall determine at the Award Date or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to the Manager, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR. SARs may be either freestanding or in tandem with other Awards. In no event may a SAR remain exercisable more than ten (10) years following the Award Date. A SAR granted in tandem with an Option shall be exercisable only to the extent the underlying Option is exercisable. Payment of a SAR may be made in cash, Shares, or property as specified in the Award Agreement or determined by the Committee.
d.Restricted Stock. The Committee is authorized to grant Restricted Stock to the Manager on the following terms and conditions:
i.Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine
45

on the Award Date or thereafter. During the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined, or otherwise encumbered by the Manager.
ii.Certificates for Shares. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the IncentiveManager, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, Option. Thethat the Company retain physical possession of the certificates, and that the Manager deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.
iii.Dividends/Distributions. Except to the extent otherwise provided in any Award Agreement, the Manager granted Restricted Stock shall have all of the rights of a shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). Unless otherwise determined by the Committee, dividends or distributions paid on Restricted Stock shall be paid at the dividend or distribution payment date, provided that such payments may ifbe deferred to such date as determined by the Committee, and in accordance with procedures established by the Committee, retain possession, as agent for the applicable Participant, of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Common Stock.

(f)    Compliance With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as it may be amended from time to time, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.
8.Stock Appreciation Rights.

(a)    General. Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.

(b)    Strike Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“Strike Price”) per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted shall have a Strike Price equal to the Exercise Price of the corresponding Option.

(c)    Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. Solely in the case of a SAR that may be settled in Common Stock, a SAR granted independent of an Option:

i. shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee; and

ii. shall expire in such manner and on such date or dates or upon such event or events as determined by the Committee and shall expire after such period, as may be determined by the Committee, not to exceed ten (10) years from the Date of Grant (the “SAR Period”); provided that if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition.

Solely in the case of a SAR that may be settled in Common Stock, except as set forth in Sections 11, 13(i) and 13(j) hereto, the Committee shall not accelerate vesting of any such SAR.

(d)    Method of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded.

(e)    Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess, if any, of the Fair Market Value of one (1) share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any

combination thereof, as determined by the Committee in its sole discretion. Any fractional shares of Common Stock shall be settled in cash.

(f)    Substitution of SARs for Nonqualified Stock Options. The Committee shall have the power in its sole discretion to substitute, without the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock (or settled in shares or cash in the sole discretion of the Committee) for outstanding Nonqualified Stock Options, provided that (i) the substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Option, (ii) the number of shares of Common Stock underlying the substituted SARs shall be the same as the number of shares of Common Stock underlying such Nonqualified Stock Options and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonqualified Stock Options; provided, however, that if, in the opinion of the Company’s independent public auditors, the foregoing provision creates adverse accounting consequences for the Company, such provision shall be considered null and void..

9.Restricted Stock and Restricted Stock Units.

(a)    General. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each Restricted Stock and Restricted Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

(b)    Stock Certificates and Book-Entry; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable; and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner permitted under Section 13(a) of the Plan or as otherwise determined by the Committee) an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, a Participant generally shall have the rights and privileges of a stockholder as to shares of Restricted Stock, including, without limitation, the right to vote such Restricted Stock; provided, that if the lapsing of restrictions with respect to any grant of Restricted Stock is contingent on satisfaction of performance conditions (other than, or in addition to, the passage of time), any dividends payable on such shares of Restricted Stock shall be held by the Company and delivered (without interest) to the Participant within fifteen (15) days following the date on which the restrictions on such Restricted Stock lapse (and the right to any such accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate). To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company. A Participant shall have no rights or privileges as a stockholder as to Restricted Stock Units.

(c)    Vesting. Restricted Stock and Restricted Stock Units shall vest, and any applicable Restricted Period shall lapse, in such manner and on such date or dates or upon such event or events as determined by the Committee. Except as set forth in Sections 11, 13(i) and 13(j) hereto, the Committee shall not accelerate vesting of Restricted Stock or Restricted Stock Units.



(d)    Issuance of Restricted Stock and Settlement of Restricted Stock Units.

i. Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the

restrictions set forth in the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall issue to the Participant, or the Participant’s beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or in the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value (on the date of distribution) equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.

ii. Unless otherwise provided by the Committee in an Award Agreement or otherwise, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall issue to the Participant or the Participant’s beneficiary, without charge, one (1) share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units; or (B) defer the issuance of shares of Common Stock (or cash or part cash and part shares of Common Stock, as the case may be) beyond the expiration of the Restricted Period if such extension would not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of issuing shares of Common Stock in respect of such Restricted Stock Units, the amount of such payment shall be equal to the Fair Market Value per share of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units. To the extent provided in an Award Agreement, the holder of outstanding Restricted Stock Units shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, in the sole discretion of the Committee, in shares of Common StockShares having a Fair Market Value equal to the amount of such dividends (and interest may,and distributions. Unless otherwise determined by the Committee, Shares distributed in connection with a stock split or stock dividend, and other property distributed as a dividend or distribution, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Shares or other property has been distributed.
iv.Section 83(h) Election. If the Manager makes an election pursuant to Code Section 83(b) concerning Restricted Stock, the Manager shall be required to promptly file a copy of such election with the Company.
e.Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to the Manager on the following terms and conditions:
i.Award and Restrictions. Settlement of an Award of Restricted Stock Units shall occur upon expiration of the restricted period specified in the sole discretionAward Agreement (or, if permitted by the Committee, at a later date selected by the Manager in accordance with rules and regulations established by the Committee). The Committee may place restrictions on Restricted Stock Units that shall lapse, in whole or in part, only upon the attainment of one or more performance goals.
ii.Dividend/Distribution Equivalents. The Committee is authorized to grant to the Manager the right to receive dividend equivalent payments and/or distribution equivalent payments for the period prior to settlement of the Committee,Restricted Stock Unit. Dividend equivalents or distribution equivalents may be paid currently or credited onto an account for the amount ofManager, and may be settled in cash dividend equivalents at a rate and subject to such termsor Shares, as determined by the Committee), which accumulatedCommittee. Any such settlements, and any such crediting of dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying Restricted Stock Units are settled following the date on which the Restricted Period lapses with respect to such Restricted Stock Units, and, if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent payments (or interest thereon, if applicable).

(e)    Legends on Restricted Stock. Each certificate, if any, or book entry representing Restricted Stock awarded under the Plan, if any, shall bear a legenddistribution equivalents or book entry notation substantiallyreinvestment in the form of the following, in addition to any other information the Company deems appropriate, until the lapse of all restrictions with respect to such shares of Common Stock:

TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE AG MORTGAGE INVESTMENT TRUST, INC. 2020 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, BETWEEN AG MORTGAGE INVESTMENT TRUST, INC. AND PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AG MORTGAGE INVESTMENT TRUST, INC.

10.Other Stock-Based Awards. The CommitteeShares, may issue unrestricted Common Stock, rights to receive grants of Awards at a future date, and other Awards denominated in or based upon Common Stock (including, without limitation, performance shares or performance units), under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and dependent on such conditions as the Committee shall from time to time in its sole discretion determine. Each Other Stock-Based Award granted under the Plan shall be evidenced by an Award Agreement. Each Other Stock-Based Award so granted shall be subject to such conditions, not inconsistentrestrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Share equivalents. Unless otherwise determined by the Committee, any such dividend equivalents or distribution equivalents shall be paid or credited, as applicable, on the dividend payment date to the Manager as though each Restricted Stock Unit held by the Manager was a Share.
f.Other Share-Based Awards. The Committee is authorized, subject to limitations under Applicable Laws, to grant to the Manager such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the Plan as may be reflected inpurposes of the applicable Award Agreement or other form evidencing such

Award,Plan, including, without limitation, those set forth in Section 13(a)rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment and/or settlement contingent upon performance of the Plan. ExceptCompany or any other factors designated by the Committee, and Awards valued by reference to the value of Shares or the value of securities of or the performance of specified Subsidiaries. The Committee shall determine the
46

terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 5(f) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares or a combination thereof, as set forth in Sections 11, 13(i) and 13(j) hereto, the Committee shall not accelerate vesting.

determine. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 5(f).
11.g.Changes in Capital Structure and Similar EventsVesting. NotwithstandingExcept as provided otherwise in an Award Agreement, Awards generally will vest over a minimum period of three (3) years or shall be subject to a performance-based vesting schedule, except in the event of a Change of Control or other special circumstances.

6.TERMINATION OF MANAGEMENT AGREEMENT. Upon termination of the Management Agreement either (i) by the Company for Cause (as described in the Management Agreement) or (ii) by the Manager for Cause (as described in the Management Agreement or) for any reason other provisionthan pursuant to a Termination Notice (as defined in this Planthe Management Agreement) that is given in connection with a determination that the compensation payable to the contrary,Manager is not fair, all unvested Awards then held by the following provisionsManager and all accrued and unpaid dividends or dividend equivalents related thereto shall applybe immediately cancelled and forfeited without consideration. Upon termination of the Management Agreement for any reason other than as enumerated in the immediately preceding sentence, any Award that was not previously vested will become fully vested and/or payable, and any performance conditions imposed with respect to all Awards granted hereunder:the Award will be deemed to be fully achieved; provided, however, that for any Award subject to Code Section 409A, no payment may be made to the Manager unless the termination of the Management Agreement also constitutes a "separation from service" within the meaning of Code Section 409A.

(a)    7.GeneralCHANGE OF CONTROL. In the event of (i)a Change of Control, any Award that was not previously vested will become fully vested and/or payable, and any performance conditions imposed with respect to the Award will be deemed to be fully achieved.

8.CONDITIONS UPON ISSUANCE OF SHARES.

a.The Manager will have none of the rights of a shareholder (including, but not limited to, the right to receive dividends or other distributions from the Company, voting rights, or rights under any rights offering) until such time as such Shares have been recorded on the Company’s official shareholder records as having been issued to the Manager.
b.No Shares shall be issued under this Plan or pursuant to any Award Agreement until and unless the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, and the rules of any stock exchange having jurisdiction over the securities of the Company.
c.The Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of Shares until completion of such registration or qualification of such Shares or other required action under any federal or state law, rule or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the Shares or other securities of the Company are listed or quoted, or compliance with any other obligation of the Company, as the Committee may consider appropriate, and may require the Manager to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with Applicable Laws, rules, and regulations, listing requirements, or other obligations.

9.RECAPITALIZATION. In the event that the Committee shall determine that any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securitiesShares, or other property), recapitalization, stockShare split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off,spin-oft combination, repurchase, or share exchange, of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event, that affects the shares of Common Stock (including, without limitation, a Change in Control); or (ii) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate of the Company, or the financial statements of the Company or any Affiliate of the Company, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law,Shares such that in either case an adjustment is determined byappropriate in order to prevent dilution or enlargement of the Committee in its sole discretion to be necessary or appropriate,rights of the Manager under the Plan, then the Committee shall make any such proportionate substitutionequitable changes or adjustment, if any, as it deems equitable, including without limitation, adjustingadjustments to any or all of (A)of: (a) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number and kind of other securitiesShares or other property) whichproperty (including cash)
47

that may thereafter be issued in respect of Awards orconnection with respect to which Awards may be granted underAwards; (b) the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan); and (C) the terms of any outstanding Award, including, without limitation, (I) the number of shares of Common Stock or other securities of the Company (or number and kind of other securitiesShares or other property) subjectproperty (including cash) issued or issuable in respect of outstanding Awards; (c) the exercise price, base price or purchase price relating to any Award and (d) the performance goals, if any, applicable to outstanding Awards or to which outstanding Awards relate; (II) the Exercise Price or Strike Price with respect to any Award; or (III) any applicable performance measures (including, without limitation, Performance Criteria); provided, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment under this Section 11 shall be conclusive and binding for all purposes.

(b)    Change in Control. Without limiting the foregoing, in connection with any Change in Control,Awards. In addition, the Committee may in its sole discretion, provide fordetermine that any one or more of the following:

i. substitution or assumption of Awards, or to the extent the surviving entity (or Affiliate thereof) is unwilling to permit substitution or assumption of the Awards, full acceleration of the vesting of any time-vested Awards, and acceleration of any performance-vested Awards (based on actual performance through the date of such Change in Control and onequitable adjustment may be accomplished by making a pro-rata basis); and/or

ii. cancellation of any one or more outstanding Awards and payment to the holdersAward holder, in the form of such Awards that are vested ascash or other property (including but not limited to Shares).

10.TRANSFER RESTRICTIONS. Unless otherwise determined by the Committee, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of such cancellation (including, without limitation,in any Awards that would vest asmanner. Notwithstanding the foregoing, the Manager may allocate all or a resultportion of any Award, or ownership or profits interests in the any Award, to the Manager’s officers or other personnel of the occurrenceManager or its Affiliates. Any such allocation shall not affect the other applicable terms of the Plan or the Award. To the extent that any Award is transferable, such event butAward shall contain such additional terms and conditions as the Committee deems appropriate.

11.CONSTRUCTION. The Committee shall administer, construe, interpret, and exercise discretion under the Plan and each Award Agreement in a manner that is consistent and in compliance with a reasonable, good faith interpretation of all Applicable Laws, and that avoids (to the extent practicable) the classification of any Award as "nonqualified deferred compensation" for such cancellation, including as provided inpurposes of Code Section 11(b)(i) above), the value of such Awards, if any,409A, as determined by the Committee, (which value,or if applicable, may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event), including, without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common StockAward is subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor).

For purposes of clause (i) above, substitution of an Award may include conversion of the shares of

Common Stock underlying such Award into shares of the buyer (or Affiliate thereof), or, subject to any limitations or reductions as may be necessary to comply withCode Section 409A, of the Code, into cash, property or other securities having an equivalent value as the Award (as determined consistent with clause (ii) above), which conversion shall not affect any continued vesting requirements of the Award. For the avoidance of doubt, any such substitution of an Award shall not provide for the acceleration of any vesting requirements of the Award and no Awards shall vest solely as a result of such substitution. Payments to holders pursuant to clause (ii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of shares of Common Stock covered by the Award at such time (less any applicable Exercise Price or Strike Price).

(c)    No Automatic Acceleration. No Award Agreement shall provide for automatic acceleration of the vesting of any time-vested Awards or performance-vested Awards upon a Change in Control.

(d)    Other Requirements. Prior to any payment or adjustment contemplated under this Section 11, the Committee may require a Participant to (i) represent and warrant as to the unencumbered title to the Participant’s Awards; (ii) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Common Stock, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably determined by the Committee.

(e)    Fractional Shares. Any adjustment provided under this Section 11 may provide for the elimination of any fractional share that might otherwise become subject to an Award.

12.Amendments and Termination.

(a)    Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance or termination shall be made without stockholder approval if (i) such stockholder approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 11 of the Plan); (iii) it would materially expand the category of Eligible Persons, extend the period during which new Awards may be granted under the Plan or change the method of determining the Exercise Price or Strike Price; or (iv) delete or limit the prohibition on repricing as provided in Section 12(c) below; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to Section 12(c) of the Plan without stockholder approval.

(b)    Amendment of Award Agreements. The Committee may, to the extent consistent with the Plan and the terms of any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively (including after a Participant’s Termination); provided, that, other than pursuant to Section 11 or the terms of an Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that, except as set forth in Sections 11, 13(i) and 13(j) hereto, the Committee shall not alter or amend any Award in a manner that complies with Code Section 409A. The Plan will be administered and interpreted in a manner consistent with this intent, and any provision that would accelerate the vesting of such Award.

(c)    No Repricing. Notwithstanding anything in the Plan to the contrary, without stockholder approval, except as otherwise permitted under Section 11 of the Plan, (i) no amendment or modification ofcause the Plan or any Award Agreementto fail to satisfy Code Section 409A will have no force and effect until amended to comply therewith (which amendment may reducebe retroactive to the Exercise Price of any Option or the Strike Price of any SAR or delete or limit the prohibition on repricing as providedextent permitted by thisCode Section 12(c); (ii) the Committee may not cancel any outstanding Option or SAR (including such Awards with an Exercise Price or Strike Price, as applicable, with a value above the current Fair Market Value of such Award) and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that is greater than the intrinsic value (if any) of the cancelled Option or SAR; and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.

409A).
13.General

(a)    12.Award AgreementsNO RIGHT TO CONTINUED SERVICE. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant to whom such Award was granted and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect on such Award of the death, Disability or Termination of a Participant, or of such other events as may be determined by the Committee. For purposes of the Plan, an Award Agreement may be in any such form (written or electronic) as determined by the Committee (including, without limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate or a letter) evidencing the Award. The Committee need not require an Award Agreement to be signed by the Participant or a duly authorized representative of the.

(b)    Nontransferability.

i. Each Award shall be exercisable only by such Participant to whom such Award was granted during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant (unless such transfer is specifically required pursuant to a domestic relations order or by applicable law) other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or its Affiliates; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

ii.     Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statement promulgated by the Securities and Exchange Commission (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and the Participant’s Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders are the Participant and the Participant’s Immediate Family Members; or (D) a beneficiary to whom donations are

eligible to be treated as “charitable contributions” for federal income tax purposes (each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided, that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan. Notwithstanding the foregoing, no Awards may be transferred to a third-party financial institution.

iii. The terms of any Award transferred in accordance with clause (ii) above shall apply to the Permitted Transferee and any referenceNothing in the Plan or in any applicableAward, Award Agreement to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) neither the Committee nor the Company shall be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of a Participant’s Termination under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.

(c)    Dividends and Dividend Equivalents. The Committee may, in its sole discretion, provide a Participant as part of an Award with dividends, dividend equivalents, or similar payments in respect of Awards, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards; provided, that no dividends, dividend equivalents or other similar payments shall be payable in respect of outstanding (i) Options or SARs; or (ii) unearned Awards subject to performance conditions (other than, or in addition to, the passage of time) (although dividends, dividend equivalents or other similar payments may be accumulated in respect of unearned Awards and paid within fifteen (15) days after such Awards are earned and become payable or distributable).

(d)    Tax Withholding.

i.     As a condition to the grant of any Award, it shall be required that a Participant satisfy, when such taxes are otherwise due with respect to such Award, through a cash payment by the Participant, or in the discretion of the Committee, through deduction or withholding from any payment of any kind otherwise due to the Participant, or through such other arrangements as are satisfactory to the Committee, the amount of all federal, state, and local income and other applicable taxes of any kind required or permitted to be withheld in connection with such Award.

ii.    Without limiting the generality of clause (i) above, the Committee may (but is not obligated to), in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) that have been held by the Participant for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying GAAP) having a Fair Market Value equal to such withholding liability; or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that with respect to shares withheld pursuant to clause (B), the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability unless determined by the Committee not to result in adverse accounting consequences.

(e)    Data Protection. By participating in the Plan or accepting any rights granted under it, each Participant consents to the collection and processing of personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. This data will include, but may not be limited to, data about participation in the Plan and shares offered or received, purchased, or sold under the Plan from time to time and other appropriate financial and other

data (such as the date on which the Awards were granted) about the Participant and the Participant’s participation in the Plan.

(f)    No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or its Affiliates, or other Person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or its Affiliates, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement, except to the extent of any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

(g)    International Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may, in its sole discretion, amend the terms of the Plan and create or amend outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant the Company or its Affiliates.

(h)    Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more Persons as the beneficiary(ies) whoentered into pursuant hereto shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Planconfer upon the Participant’s death. A Participant may, from timeManager a right to time, revoke or change the Participant’s beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be the Participant’s spouse or, if the Participant is unmarried at the time of death, the Participant’s estate.

(i)    Termination of a Participant. In the event of a Participant’s Termination for any reason (other than due to death or Disability) prior to the time an Award has vested, (A) all vesting with respect to such Participant’s Award shall cease, and (B) the unvested portion of any outstanding Award shall be forfeited to the Company by the Participant for no consideration as of the date of such Termination; provided, that, notwithstanding anything contained in the Plan to the contrary, in connection with any Termination, other than for cause (as reasonably defined and determined by the Committee), or due to death or Disability, the Committee shall reasonably determine whether or not to permit a Participant to retain, vest or continue to vest in an Award notwithstanding such Participant’s Termination. Any such determination may be set forth in a Participant’s Award Agreement or made as an amendment to a Participant’s Award Agreement on or before such Termination. In the event of a Participant’s Termination due to death or Disability prior to the time an Award has vested, all such unvested Awards held by such Participant shall vest in full upon such death or Disability of the Participant. Except as otherwise provided in an Award Agreement, unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one Service Recipient to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination; and (ii) if a Participant undergoes a Termination, but such Participant continues to provide services to the Company and its Affiliates in a non-employee or non-officer capacity, such change in status shall not be considered a Termination for purposes of the Plan. Further, unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be anparent, subsidiary, or Affiliate of the Company (by reason of

sale, divestiture, spin-off or other similar transaction), unless a Participant’s employmentto be entitled to any remuneration or service is transferred to another entity that would constitute a Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction.

(j)    Manager Termination Event. In the event of a Qualifying Manager Termination, and notwithstanding any provision of the Plan to the contrary, all outstanding unvested Awards held by Manager Employees shall vest in full as of such Qualifying Manager Termination. In the event of a Manager Termination Event (other than a Qualifying Manager Termination), including by action of the Manager (other than as a result of the breach by the Company of the Management Agreement) or by action of the Company as a result of the breach by the Manager of the Management Agreement, all vesting with respect to all outstanding unvested Awards held by Manager Employees shall cease, and all such outstanding unvested Awards shall be forfeited to the Company for no consideration as of the date of such Manager Termination Event; provided, that, notwithstanding anything contained in the Plan to the contrary, in connection with any Manager Termination Event, the Committee shall reasonably determine whether orbenefits not to permit a Manager Employee to retain, vest or continue to vest in an Award notwithstanding such Manager Termination Event. Any such determination may be set forth in a Manager Employee’s Award Agreement or made as an amendment to a Manager Employee’s Award Agreement on or before such Manager Termination Event.

(k)    No Rights as a Stockholder. Except as otherwise specifically provided in the Plan or anysuch Award Agreement no Person shall be entitledor other agreement or to interfere with or limit in any way the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been issued or delivered to such Person.

(l)    Government and Other Regulations.

i. The obligationright of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award toterminate the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of the Company or any Affiliate of the Company issued under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable AwardManagement Agreement the Federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on certificates representing shares of Common Stock or other securities of the Company or any Affiliate of the Company issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities of the Company or any Affiliate of the Company issued under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that the Committee, in its sole discretion, deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.

ii. The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would

make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code, (A) pay to the Participant an amount equal to the excess of (I) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or issued, as applicable); over (II) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof, or (B) in the case of Restricted Stock, Restricted Stock Units or Other Stock-Based Awards, provide the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Restricted Stock, Restricted Stock Units or Other Stock-Based Awards, or the underlying shares in respect thereof.

its terms.
(m)    No Section 83(b) Elections Without Consent of the Committee. No election under Section 83(b) of the Code or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Committee in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.

(n)    13.Payments to Persons Other Than Participants. If the Committee shall find that any Person to whom any amount is payable under the Plan is unable to care for the Participant’s affairs because of illness or accident, or is a minor, or has died, then any payment due to such Person or the Participant’s estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to the Participant’s spouse, child, relative, an institution maintaining or having custody of such Person, or any other Person deemed by the Committee to be a proper recipient on behalf of such Person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(o)    Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of equity-based awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

(p)    No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate of the Company, on the one hand, and a Participant or other Person, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company be obligated to maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other service providers under general law.

(q)    Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any information, opinion, report, or statement, including any financial statement or other

financial data, prepared or presented by any officer or employee of the Company whom the Committee reasonably believes to be reliable and competent in the matters presented; a lawyer, certified public accountant, or other person, as to a matter which the Committee reasonably believes to be within the person’s professional or expert competence; another committee of the Board on which a Committee member does not serve, as to matters within its designated authority, if the Committee reasonably believes such committee to merit confidence; and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself or herself.

(r)    Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan or as required by applicable law.

(s)    Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Maryland applicable to contracts made and performed wholly within the State of Maryland, without giving effect to the conflict of laws provisions thereof.

(t)    SeverabilitySEVERABILITY. If any provision of the Plan, or anyan Award or an Award Agreement is or becomes or is deemeddetermined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Personperson or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed to be amended to resolve the applicable infirmity, unless the Committee determines that it cannot be so construed or deemed amended without materially altering the Plan or the Award, in which case such provision shall be stricken as to such jurisdiction, Personperson, or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

(u)    14.Obligations Binding on SuccessorsTERMINATION AND AMENDMENT OF THE PLAN.

a.The obligationsBoard may at any time and from time to time terminate, amend, modify or suspend the Plan in whole or in part; provided, however, that unless otherwise determined by the Board, an amendment that requires shareholder approval in order for the Plan to comply with any law, regulation or stock exchange requirement shall not be effective unless approved by the requisite vote of shareholders. The Committee may at any time and from time to time amend any outstanding Award in whole or in part. Notwithstanding the foregoing sentences, no amendment or modification to or suspension or termination of the CompanyPlan or amendment of any Award shall affect adversely any of the rights of the Manager, without the Manager’s consent, under any Award theretofore granted under the Plan.
b.The Board may, subject to receipt of requisite regulatory approval, where required, and without further shareholder approval, in its discretion make the following amendments to the Plan:
i.amending typographical, clerical and grammatical errors;
ii.reflecting changes to applicable securities laws; and
iii.ensuring that the Shares issued under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

(v)    Section 409A of the Code.

i. Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of the Planwill comply with Section 409Aany provisions respecting income tax and other laws in force in any country or jurisdiction of which the Code, and all provisions ofManager may from time to time be resident or a citizen.
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c.In the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection withevent the Plan or any other plan maintained byAward issued hereunder fails to meet the Company (including any taxes and penalties underapplicable requirements of Code Section 409A, of the Code), and neither the Company nor any Affiliate of the Company shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references inthen the Plan and the applicable Award Agreement shall be deemed to “termination of employment”be modified (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as separate payments.

ii. Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.


iii. Unless otherwise provided by the Committee in an Award Agreement or otherwise, in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder; or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.

(w)    Clawback/Forfeiture. Notwithstanding anything to the contrary contained herein, an Award agreement may provide that the Committee may in its sole discretion cancel such Award if the Participant has engaged in or engages in detrimental activity that is in conflict with or adverse to the interest of the Company or any Affiliate of the Company, including, without limitation, fraud or conduct contributing to any financial restatements or irregularities, as determinedamended by the Committee, in its sole discretion. The Committee may also provide in an Award Agreement that if the Participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, all of the Participant’s outstanding awards will be cancelled and/or the Participant will forfeit any gain realized on the vesting or exercise of such Award, and must repay the gainabsolute discretion), to the Company. The Committee may also provide in an Award agreement that if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to thelimited extent necessary to comply with applicable law.satisfy the requirements of Code Section 409A and the regulations thereunder.

(x)    Expenses; Gender; Titles and Headings. The expenses of administering the15.APPLICABLE LAW. This Plan shall be borne byinterpreted and construed in accordance with the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headingslaws of the sectionsState of Maryland without giving effect to its conflict or choice of law rules or principles that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction.

16.EFFECTIVE DATE AND DURATION OF PLAN. The Plan is effective as of April 7, 2021, subject to any required shareholder approval. The Plan shall remain in full force and effect from the date of shareholder approval hereof and from year to year thereafter until amended or terminated in accordance with Section 14 above. The Plan are for convenience of reference only, and inshall automatically terminate on the event of any conflict, the texttenth anniversary of the Plan, rather than such titles or headings, shall control.date on which it was adopted.

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