Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Nicholas Smith | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
| Chief Investment Officer | ||||||||
| Jenny Neslin | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| General Counsel and Secretary | ||||||||
| Anthony Rossiello | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Chief Financial Officer and Treasurer | ||||||||
| T. James Durkin | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Chief Executive Officer and President | ||||||||
| Andrew Parks | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Chief Risk Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Nicholas Smith | $0 | — | — | — |
| Jenny Neslin | 0 | 347,500 | 0 | −347,500 |
| Anthony Rossiello | 0 | 347,500 | 0 | −347,500 |
| T. James Durkin | 0 | 0 | 0 | +0 |
| Andrew Parks | 0 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Debra Hess | Director | 2026-04-01 | A | 3,819 | $0 | $0 | Common | Form 4 ↗ |
| Matthew Jozoff | Director | 2026-04-01 | A | 2,777 | 0 | 0 | Common | Form 4 ↗ |
| M. Christian Mitchell | Director | 2026-04-01 | A | 2,777 | 0 | 0 | Common | Form 4 ↗ |
| Dianne Hurley | Director | 2026-04-01 | A | 2,777 | 0 | 0 | Common | Form 4 ↗ |
| Dianne Hurley | Director | 2026-04-29 | A | 12,979 | 0 | 0 | Common | Form 4 ↗ |
| Debra Hess | Director | 2026-04-29 | A | 16,931 | 0 | 0 | Common | Form 4 ↗ |
| Matthew Jozoff | Director | 2026-04-29 | A | 12,979 | 0 | 0 | Common | Form 4 ↗ |
| Dividend-equivalent accruals | 2026-04-29 | — | 0 | — | — | 1 insider, 1 accrual row | ||
| M. Christian Mitchell | Director | 2026-04-29 | A | 12,979 | 0 | 0 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Debra Hess | Director | 2026-04-01 | A | 3,819 | $0 | $0 | Common | Form 4 ↗ |
| Matthew Jozoff | Director | 2026-04-01 | A | 2,777 | 0 | 0 | Common | Form 4 ↗ |
| M. Christian Mitchell | Director | 2026-04-01 | A | 2,777 | 0 | 0 | Common | Form 4 ↗ |
| Dianne Hurley | Director | 2026-04-01 | A | 2,777 | 0 | 0 | Common | Form 4 ↗ |
| Dianne Hurley | Director | 2026-04-29 | A | 12,979 | 0 | 0 | Common | Form 4 ↗ |
| Debra Hess | Director | 2026-04-29 | A | 16,931 | 0 | 0 | Common | Form 4 ↗ |
| Matthew Jozoff | Director | 2026-04-29 | A | 12,979 | 0 | 0 | Common | Form 4 ↗ |
| M. Christian Mitchell | Director | 2026-04-29 | A | 0 | 8 | 0 | Derivative, Class A Common | Form 4 ↗ |
| M. Christian Mitchell | Director | 2026-04-29 | A | 12,979 | 0 | 0 | Common | Form 4 ↗ |
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Years Ended | RSU | 2025-12-31 | — | — | 31 | — | $31,000 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Years Ended | $31,000 | $0 | $0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Jenny Neslin | RSU | 50,000 | — | $426,000 |
| Anthony Rossiello | RSU | 50,000 | — | 426,000 |
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.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | not disclosed |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-27 | 12,616,889 | 564,076 | 368,788 | 95.72% | Passed |
| 2025 | 2025-05-05 | 12,144,249 | 591,568 | 240,308 | 95.36% | Passed |
| 2021 | 2021-05-26 | 9,850,099 | 579,449 | 163,299 | 94.44% | Passed |
| 2020 | 2020-06-19 | 9,851,007 | 1,138,119 | 367,835 | 89.64% | Passed |
| 2019 | 2019-05-02 | 18,663,919 | 639,211 | 146,301 | 96.69% | Passed |
| 2018 | 2018-05-02 | 16,129,577 | 567,597 | 141,283 | 96.6% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-04-27 | 95.72%a |
| 2025 | 2025-05-05 | 95.36%b |
| 2021 | 2021-05-26 | 94.44%c |
a. Voting standard not stated in the filing.
b. Approved under the standard stated in the filing — “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.”.
c. Approved under the standard stated in the filing — “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.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Debra HessIndependent · Board Chair · Audit · Compensation · Nominating and Corporate Governance (Chair) | $110,015 | $109,985 | $0 | $0 | $0 | $220,000 |
| M. Christian MitchellIndependent · Audit (Chair) · Nominating and Corporate Governance | 86,514 | 79,993 | 0 | 0 | 0 | 166,507 |
| Dianne HurleyIndependent · Audit · Compensation (Chair) | 85,103 | 79,993 | 0 | 0 | 0 | 165,096 |
| Matthew JozoffIndependent · Compensation · Nominating and Corporate Governance | 70,007 | 79,993 | 0 | 0 | 0 | 150,000 |
| Peter LinnemanIndependent · Not standing for re-election · Departed during FY | 27,182 | 27,174 | 0 | 0 | 0 | 54,356 |
| Lisa G. QuatemanIndependent · Not standing for re-election · Departed during FY | 23,785 | 27,174 | 0 | 0 | 0 | 50,959 |
| T.J. DurkinEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Nicholas SmithEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $10,000 |
|---|---|
| Annual equity retainer | $79,993 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 25,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $402,606 |
| Equity awards (grant-date value) | $404,312 |
| All other compensation | $0 |
| Total cost of the board | $806,918 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | TPG Mortgage Investment Trust, Inc. | 2025 | T. James Durkin | $0 | $0 | $0 | $0 | $0 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Nicholas Smith | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Executive Compensation”. As printed: 0. Filing ↗ |
| 2 | Section 01, Jenny Neslin | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Summary Compensation Table” · page 31. As printed: 0. Filing ↗ |
| 3 | Section 01, Anthony Rossiello | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Summary Compensation Table” · page 31. As printed: 0. Filing ↗ |
| 4 | Section 01, T. James Durkin | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Summary Compensation Table” · page 31. As printed: 0. Filing ↗ |
| 5 | Section 01, Andrew Parks | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Executive Compensation”. As printed: 0. Filing ↗ |
| 6 | Section 03, Years Ended RSU | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “COMMON STOCK OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND SIGNIFICANT STOCKHOLDERS &” · grants of plan-based awards table. Filing ↗machine: t46 · r2 · c2 · span 408422–408424 |
| 7 | Section 07, pay ratio | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 8 | Section 08, Debra Hess | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Director Compensation”. As printed: 220,000. Filing ↗machine: t43 · r2 · c3 · span 358464–358472 |
| 9 | Section 08, M. Christian Mitchell | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Director Compensation”. As printed: 166,507. Filing ↗machine: t43 · r6 · c3 · span 362666–362673 |
| 10 | Section 08, Dianne Hurley | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Director Compensation”. As printed: 165,096. Filing ↗machine: t43 · r3 · c3 · span 359604–359611 |
| 11 | Section 08, Matthew Jozoff | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Director Compensation”. As printed: 150,000. Filing ↗machine: t43 · r4 · c3 · span 360561–360568 |
| 12 | Section 08, Peter Linneman | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Director Compensation”. As printed: 54,356. Filing ↗machine: t43 · r5 · c3 · span 361704–361710 |
| 13 | Section 08, Lisa G. Quateman | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Director Compensation”. As printed: 50,959. Filing ↗machine: t43 · r7 · c3 · span 363811–363817 |
| 14 | Section 08, T.J. Durkin | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 08, Nicholas Smith | DEF 14A | 2026-03-16 | 0001628280-26-018152 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 02, Debra Hess 2026-04-01 | Form 4 | 2026-04-02 | 0001628280-26-023151 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Matthew Jozoff 2026-04-01 | Form 4 | 2026-04-02 | 0001628280-26-023154 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, M. Christian Mitchell 2026-04-01 | Form 4 | 2026-04-02 | 0001628280-26-023153 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Dianne Hurley 2026-04-01 | Form 4 | 2026-04-02 | 0001628280-26-023152 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Dianne Hurley 2026-04-29 | Form 4 | 2026-04-30 | 0001628280-26-029025 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Debra Hess 2026-04-29 | Form 4 | 2026-04-30 | 0001628280-26-029024 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 02, Matthew Jozoff 2026-04-29 | Form 4 | 2026-04-30 | 0001628280-26-029023 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 23 | Section 02, M. Christian Mitchell 2026-04-29 | Form 4 | 2026-04-30 | 0001628280-26-029022 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 24 | Section 02, M. Christian Mitchell 2026-04-29 | Form 4 | 2026-04-30 | 0001628280-26-029022 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 25 | Section 06, 2026 vote | Form 8-K | 2026-05-01 | 0001628280-26-029382 | Item 5.07 · say-on-pay result. As reported: 95.72%. Filing ↗ |
| 26 | Section 06, 2025 vote | Form 8-K | 2025-05-07 | 0001514281-25-000062 | Item 5.07 · say-on-pay result. As reported: 95.36%. Filing ↗ |
| 27 | Section 06, 2021 vote | Form 8-K | 2021-05-26 | 0001514281-21-000078 | Item 5.07 · say-on-pay result. As reported: 94.44%. Filing ↗ |
| 28 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 29 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 30 | Section 09b board cost (computed) | Computed | — | computed | Cash 402,606 + equity 404,312 + all other 0 = 806,918, summed across the director compensation table rows.machine: formula: Σ = 806,918 |
| 31 | TPG Mortgage Investment Trust, Inc. (subject), Section 10b CEO total | DEF 14A | 2026-03-16 | 0001628280-26-018152 | CEO total compensation as printed in TPG Mortgage Investment Trust, Inc.'s own proxy. As printed: 0. Filing ↗ |