Board Justification

The compensation program is designed to align management incentives with the long-term interests of stockholders, focusing on attracting and retaining talent, paying for performance, and aligning management interests with those of stockholders.

Board Justification

For 2023, Mr. Nierenberg had an annual short-term incentive amount of $5,000,000, of which he was eligible to earn between 0% and 200% based on various financial, strategic and individual performance metrics determined by the Compensation Committee each year.

Board Justification

Other compensation included a payment of $144,509 representing dividends entitled to be paid on Mr. Nierenberg’s restricted stock awards, and a profit-sharing bonus of $15,250.

Board Justification

The stock awards that vested in 2023 were based on performance-vesting restricted stock units granted on February 21, 2023, which are subject to vesting based on the achievement of specified targets relating to the Company’s annual average EAD ROE over a three-year performance period running from January 1, 2023 through December 31, 2025.