📄 What This Document Is 📜

This document is a Proxy Statement (DEF 14A), which is a required filing that tells stockholders everything they need to know before casting their votes at the annual meeting. It acts like a roadmap for governance, covering everything from who the company's leaders are to what rules they follow.

👉 It is the official invitation and instruction manual for the 2026 Annual Meeting of Stockholders, which recommends that stockholders vote "FOR" all the proposals.

🏢 What The Company Does 🏗️

Granite Point Mortgage Trust Inc. (GPMT) is a real estate finance company structured as a REIT (Real Estate Investment Trust). In simple terms, it specializes in funding and managing commercial real estate.

The Company's primary business is to originate, invest in, and manage senior floating-rate commercial mortgage loans and other debt-like investments in commercial real estate. The company maintains a "long-term, fundamental value-oriented investor" approach, building its portfolio loan-by-loan while emphasizing rigorous credit underwriting and diversification.

🗓️ Annual Meeting Details 📅

The Board is setting the stage for the 2026 Annual Meeting of Stockholders. The meeting will be held virtually, designed to make participation more accessible to all owners of the stock.

• Date and Time: Thursday, June 4, 2026, at 10:00 a.m. Eastern Time.
• Eligibility: To vote, stockholders must have held common stock as of the close of business on April 6, 2026.
• Voting Methods: Stockholders are encouraged to vote via Internet (www.proxyvote.com), Telephone, or Mail.

👑 Corporate Governance & Board Roles ✨

This section outlines the formal structure of the Board of Directors, which is crucial for ensuring accountability and strong leadership. The Board emphasizes that its structure is designed to separate day-to-day management from oversight duties.

• Leadership Structure: The Board has appointed Stephen G. Kasnet to serve as the independent Chair of the Board, while the day-to-day operations are managed by the CEO.
• Independence: The Board ensures that a majority of its directors are "independent," meaning they have no material relationship with the company that would compromise their judgment.
• Committees: The Board is supported by three standing, independent committees:
  • Audit Committee (Chair: Stephen G. Kasnet): Oversees financial statements, internal controls, and compliance.
  • Compensation Committee (Chair: Hope B. Woodhouse): Determines executive pay and reviews human capital strategies.
  • Nominating and Corporate Governance Committee (Chair: Tanuja M. Dehne): Manages director searches, governance policies, and succession planning.

🗺️ Overseeing Corporate Risk & ESG 🌳

The Board’s primary function is to manage and oversee the risks the company faces. This document details how the various committees have assigned specific responsibilities to monitor complex topics.

• Environmental, Social, and Governance (ESG): The Nominating and Corporate Governance Committee reviews and helps oversee the company’s ESG priorities and public disclosures.
• Financial and Operational Risks: The Audit Committee’s key responsibilities include overseeing risks related to data security, climate change, and the company’s interest rate and counterparty risks.
• CEO and Executive Risks: The Compensation Committee is responsible for assessing risks that arise from the compensation programs and plans themselves.

💰 Executive Compensation Strategy 💲

This section details the complex discussion around executive pay. The Board takes "Say on Pay" feedback very seriously, meaning they actively listen to how investors feel about the compensation structure.

• Investor Response and Changes: Following a 2025 annual meeting where the compensation proposal received support from approximately 69% of votes cast, the Compensation Committee committed to changes. These changes include:
  • No granting of off-cycle, time-based equity awards in the future.
  • Adjusting performance-based equity (granted in March 2026) to vest based equally on relative TSR performance (50%) and absolute share price attainment (50%).
• Director Compensation Standards: For independent directors, compensation is paid in an equal mix of cash (paid quarterly in arrears) and Restricted Stock Units (RSUs) (awarded annually).
  • The Board Chair receives a cash retainer of $160,000 and an RSU award value of $160,000.
  • Other independent directors receive an annual cash retainer of $100,000 (or less, depending on the committee role).
• "Skin in the Game" Policy: A major commitment is that each independent director is expected to accumulate shares of common stock with a minimum market value equal to three times their annual cash retainer.

🧑‍⚖️ Governance Policies & Legal Standards 📜

The Company has several written policies designed to protect the integrity of its stock and governance. These are critical rules the Board must follow to maintain market trust.

• Insider Trading Policy: This policy prohibits all officers, directors, and employees from trading in the company's securities while they possess material nonpublic information. It also prohibits hedging and pledging company securities.
• Related Person Transactions: The Audit Committee is required to review and approve any transaction involving a related person (like a director or officer) if the expected amount exceeds $120,000.
• Director Commitments: To ensure directors are fully committed, the guidelines state that a director who is a CEO may not serve on more than one other public company board, and other directors may not serve on more than three other boards.

👨‍💼 The Board of Directors and Nominees 🌟

The Board is comprised of seven nominees, each bringing deep and diverse expertise necessary to guide a real estate finance REIT. The combined skills portfolio is robust, covering everything from credit analysis to managing corporate strategy.

• Key Skills Matrix: The Board ensures coverage in six areas: Real Estate/REIT, Strategic Opportunities, Finance/Accounting, Credit/Principal Investing, Operations/Management, and Investor Perspective.
• Stephen G. Kasnet (Chair): Brings extensive experience as a qualified financial expert and has chaired boards for multiple large public companies.
• John (“Jack”) A. Taylor (CEO): Provides deep expertise in the real estate sector, having held roles at major asset management firms like Prudential Real Estate Investors.
• Tanuja M. Dehne: Brings expertise in corporate law, institutional management, and corporate governance.
• Patrick G. Halter: Offers strong financial literacy and deep investment experience, having managed over $650 billion in assets at Principal Asset Management.
• Sheila K. McGrath: Is a valuable financial expert with over 25 years of experience as a REIT research analyst.
• Lazar Nikolic: Provides valuable experience in portfolio management, focusing on mortgage and equity REITs.
• Hope B. Woodhouse: Brings extensive investing and operational expertise from major financial institutions like Bridgewater Associates and Soros Fund Management.

📧 Contacts and Key Dates 📞

The Board provides clear channels for shareholders and interested parties to communicate with the company.

• Annual Meeting: Thursday, June 4, 2026, at 10:00 a.m. Eastern Time.
• Proxy Materials Website: www.proxyvote.com
• Virtual Meeting Access: virtualshareholdermeeting.com/GPMT2026
• General Investor Inquiries Email: [email protected]
• Mailing Address: Granite Point Mortgage Trust Inc., 1114 Avenue of the Americas, Suite 3020, New York, New York 10036.

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🧠 The Analogy 🏺

Think of the Proxy Statement like a very detailed Constitution for the company. It doesn't contain the rules of daily life, but it dictates who gets to write those rules (the Board), how they must vote on major issues (the proposals), and what they must be accountable for (the governance policies). It ensures that even when the company's business shifts, the fundamental rules of corporate accountability remain in place.

🧩 Final Takeaway ✨

The Board of Directors is maintaining high standards of corporate governance, focusing heavily on separating management oversight from financial and strategic governance (ESG, risk). The key message is that the company prioritizes accountability and stakeholder trust while managing and structuring executive pay to reflect both financial performance and long-term shareholder interest.