🧾 What This Document Is

This is a definitive proxy statement (DEF 14A) for Angel Oak Mortgage REIT (AOMN). It's the official invitation and information packet for the company's 2026 annual shareholder meeting. Think of it as a "shareholder briefing book" that explains what will be voted on and provides key company details.

👉 Why it matters: You can't vote without this. It tells you who is running the company, how they are paid, and what the big decisions are for the year ahead.

🏢 What The Company Does

In simple terms... Angel Oak Mortgage REIT is a company that invests in mortgages. Specifically, it focuses on first-lien "non-QM" loans—these are mortgages made to borrowers who might not fit the strict rules of traditional lenders (like self-employed individuals). They also invest in other mortgage-related assets.

The company is externally managed by an affiliate of Angel Oak Capital Advisors. This means the day-to-day investing and operations are handled by the Angel Oak team, not by AOMN's own employees.

📅 Annual Meeting Details

Date: Wednesday, May 13, 2026, at 10:00 a.m. Eastern Time.
Location: 980 Hammond Drive, Suite 125, Atlanta, Georgia 30328.
Record Date: You must have owned shares by March 19, 2026 to vote.
How to Vote: You can vote online, by phone, by mail, or in person at the meeting.

🗳️ What Shareholders Are Voting On

There are three main proposals for your vote:

Elect Eight Directors (Proposal 1): Vote to elect the entire slate of eight board members. The board recommends voting FOR all of them.
Ratify the Auditor (Proposal 2): Approve the appointment of Deloitte & Touche LLP as the company's independent accounting firm for 2026. The board recommends voting FOR.
Approve Executive Pay (Proposal 3): A non-binding "say-on-pay" vote to approve the compensation of the top executives. The board recommends voting FOR.

👥 The Board of Directors

The board has eight members, each with specific expertise. Here’s the lineup:

Michael Fierman (Age 60): Chairman. Co-CEO of Angel Oak Companies. Deep mortgage lending experience.
Craig Jones (Age 75): Former real estate REIT executive and lawyer. Broad real estate and governance experience.
W.D. "Denny" Minami (Age 69): Lead Independent Director. Experienced REIT and portfolio management executive.
Jonathan Morgan (Age 62): Financial markets and portfolio management expert. Independent director.
Landon Parsons (Age 67): Mortgage finance and specialty finance veteran.
Noelle Savarese (Age 59): 30+ years in mortgage-backed securities and securitization.
Vikram Shankar (Age 41): Managing Director at Davidson Kempner. His seat is designated by a major shareholder (DK Investor).
Tiance "David" Zhong (Age 33): Executive Director at Morgan Stanley. His seat is designated by a major shareholder (MS Investor).

👉 Why it matters: The board mix includes insiders, independent industry experts, and representatives from large shareholders. This structure aims to provide oversight and align with key investors.

⚙️ Corporate Governance & Committees

The board has four key committees, each with a specific oversight role:

Audit Committee (Minami, Parsons, Savarese): Oversees financial reporting, audits, and cybersecurity risk.
Compensation Committee (Morgan, Jones, Parsons): Reviews manager fees and executive pay.
Nominating & Governance Committee (Jones, Minami, Morgan): Finds director candidates and oversees governance policies.
Affiliated Transactions & Risk Committee (Parsons, Jones, Savarese): Crucially, must approve the pricing of any loans bought from Angel Oak affiliates and oversees major risks.

The company has a detailed Cybersecurity Program managed by a third-party IT provider for its manager, Angel Oak Capital. Risks are reported to the Audit Committee and the full Board.

💰 Executive Compensation

Executive pay is unique because AOMN is externally managed. The key executives are actually employees of the Manager (Falcons I, LLC). Their compensation is primarily set by:

The Management Agreement: AOMN pays its Manager a base management fee and may pay incentive fees based on performance.
Equity Awards: The company's 2021 Equity Incentive Plan grants stock awards to align the Manager's interests with shareholders.

The named executive officers (NEOs) for 2025 were Sreeniwas Prabhu (CEO/President), Vikram Shankar (Director), and Andrew H. Kligerman (former CFO).

👉 Why it matters: You are not voting on individual salaries. You are voting on the overall structure of how the external manager is compensated for running your company.

⚠️ Key Risks & Related Party Transactions

External Management Risk: The company relies entirely on its Manager (an Angel Oak affiliate). If the Manager underperforms or there's a conflict, AOMN suffers.
Related Party Transactions: This is the core of their business model. AOMN frequently buys loans from Angel Oak Mortgage Lending, an affiliate. The Affiliated Transactions & Risk Committee must approve the pricing of every such deal to ensure it's fair.
Market Risk: As a mortgage REIT, its performance is highly sensitive to interest rates and the housing market.

🧠 The Analogy

Angel Oak Mortgage REIT is like a specialized investment fund that buys a unique type of mortgage "recipe" (non-QM loans). It doesn't have its own chefs. Instead, it hires a specialized kitchen (the Angel Oak Manager) to find and prepare the recipes. This proxy statement is your chance to review the kitchen's head chef (the Board), approve the cookbook auditor (Deloitte), and vote on whether you're happy with how the kitchen's performance fee is calculated.

📇 Key Contacts & People

Corporate Secretary: Jeanine Joseph
Address: 980 Hammond Drive, Suite 200, Atlanta, GA 30328
Phone: (404) 953-4900
Investor Website: https://ir.angeloakreit.com

🧩 Final Takeaway

Your main decision as a shareholder is whether to approve the board's nominees and the current system where an outside Angel Oak team manages your company's investments for a fee. The entire governance structure is built around overseeing and approving the very related-party transactions that drive the business.

Angel Oak Mortgage REIT, Inc. — DEF 14A Filing