NEW YORK MORTGAGE TRUST, INC. (NASDAQ:NYMT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 7, 2019, the Board of Directors (the “Board”) of New York Mortgage Trust, Inc. (the “Company”) appointed Jason T. Serrano, 43, to serve as the President of the Company, effective immediately. Prior to joining the Company, Mr. Serrano was a Partner at Oak Hill Advisors, L.P. (“OHA”), an alternative investment management firm, from January 2014 to December 2018 and a Managing Director at OHA from April 2008 to December 2013. While at OHA, Mr. Serrano ran the mortgage investment business. Prior to joining OHA, Mr. Serrano served as a Principal at The Blackstone Group, where he led the structured finance investment team. Before Blackstone, he spent five years at Fortress Investment Group as Vice President, assisting in the management of $2 billion of distressed structured products and whole-loan portfolios. He also spent five years at Moody’s as a rating analyst for collateralized debt obligations and derivatives. He earned a bachelor of science degree from Oswego State University.
In connection with the recruitment and appointment by the Company of Mr. Serrano as President of the Company, the Compensation Committee of the Board approved (i) an annualized base salary of $750,000 for Mr. Serrano for fiscal year 2019 and his participation in the Company’s 2019 Annual Incentive Plan (the “2019 Bonus Plan”), (ii) a grant of 161,812 shares of restricted common stock under the Company’s 2017 Omnibus Equity Plan (the “2017 Omnibus Plan”) that vest in full on January 7, 2022, subject to continued employment and certain other conditions, and (iii) a grant of performance stock units (the “PSU Award”) under the Company’s 2019 Long-Term Equity Incentive Program (the “2019 Long-Term EIP”) and to a performance stock unit award agreement. The grant of restricted stock is being made to a restricted stock award agreement substantially in the form of the restricted stock award agreement for officers filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “10-K”).
Mr. Serrano is entitled to participate in the 2019 Bonus Plan, which is substantially in the form of the Company’s 2018 Annual Incentive Plan (the “2018 Bonus Plan”) filed as Exhibit 10.11 to the 10-K and as described under the caption “Executive Compensation-NEO Determinations for 2018-2018 Annual Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 20, 2018 (the “Proxy Statement”) , which disclosure is incorporated by reference herein. Mr. Serrano will be slotted into the 2019 Bonus Plan in a manner similar to the treatment of the Company’s Chief Executive Officer under the 2018 Bonus Plan. The PSU award is subject to performance-based vesting under the 2017 Omnibus Plan to a performance stock unit award agreement substantially in the form of the performance stock unit award agreement (the “PSU Agreement”) filed as Exhibit 10.12 to the 10-K and as described under the caption “Executive Compensation-NEO Determinations for 2018-2018 Long-Term EIP” in the Proxy Statement, which disclosure is incorporated by reference herein. The target number of PSUs subject to the PSU award is 254,669 and the performance period for the PSU Award commenced on January 1, 2019 and runs through December 31, 2021.
There were no arrangements or understandings to which Mr. Serrano was appointed as President of the Company, and there are no related party transactions between the Company and Mr. Serrano reportable under Item 404(a) of Regulation S-K.
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Item 7.01. |
Regulation FD Disclosure. |
On January 7, 2019, the Company issued a press release announcing Mr. Serrano’s appointment to serve as President of the Company and providing an update regarding the Company’s fourth quarter 2018 investment activity. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information included in Item 7.01 of this Current Report on Form 8-K and the exhibit related thereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is being furnished herewith this Current Report on Form 8-K.
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Exhibit |
Description |
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Press Release dated January 7, 2019. |
NEW YORK MORTGAGE TRUST INC Exhibit
EX-99.1 2 exhibit991jasonserrano.htm EXHIBIT 99.1 Exhibit New York Mortgage Trust AppointsJason Serrano as President and Provides Update Regarding Fourth Quarter Investment Activity NEW YORK,…
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About NEW YORK MORTGAGE TRUST, INC. (NASDAQ:NYMT)
New York Mortgage Trust, Inc. is a real estate investment trust. The Company is engaged in the business of acquiring, investing in, financing and managing primarily mortgage-related assets and financial assets. Its investment portfolio includes residential mortgage loans, including second mortgages and loans sourced from distressed markets, multi-family commercial mortgage-backed securities (CMBS), mezzanine loans to and preferred equity investments in owners of multi-family properties, equity and debt securities issued by entities that invest in residential and commercial real estate and commercial real estate-related debt investments, and Agency residential mortgage-backed securities (RMBS). It may also acquire and manage various other types of mortgage-related and financial assets, including non-Agency RMBS, collateralized mortgage obligations and securities issued by newly originated residential securitizations, including credit sensitive securities from these securitizations.
