Brandon Filson
About Brandon Filson
Brandon R. Filson is Chief Financial Officer (since June 2018) and Treasurer (since August 2019) of Angel Oak Mortgage REIT, responsible for finance and accounting; he is age 45 and also serves as CFO, REIT at Angel Oak Capital (since April 2018) . The company’s pay-versus-performance disclosure shows 2024 net income of $28.8 million and a cumulative TSR value of $82.48 on a $100 initial investment (vs. $82.72 in 2023 and $40.84 in 2022), providing context for incentive alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Angel Oak Capital | Chief Financial Officer, REIT | Apr 2018 – Present | Oversees REIT finance/accounting across Angel Oak platform |
| iStar Inc. (NYSE: STAR) and Safehold Inc. (NYSE: SAFE) | Vice President and Real Estate Controller | Apr 2013 – Apr 2018 | Public REIT finance and real estate controller responsibilities |
| Grant Thornton LLP | Financial services assurance | Jan 2008 – Apr 2013 | Audit/assurance for financial services clients |
| KPMG LLP | Financial services assurance | Jul 2006 – Jan 2008 | Audit/assurance for financial services clients |
External Roles
| Organization | Role | Years |
|---|---|---|
| Angel Oak Capital | Chief Financial Officer, REIT | Apr 2018 – Present |
Fixed Compensation
| Year | Base salary ($) | Notes |
|---|---|---|
| 2024 | 425,000 | Base salary approved by Compensation Committee for dedicated CFO services . |
| 2023 | 425,000 | As disclosed in Summary Compensation Table . |
2024 Summary Compensation (company-reimbursed components shown)
| Component | 2024 ($) | 2023 ($) |
|---|---|---|
| Salary | 425,000 | 425,000 |
| Bonus – Discretionary (STIP subjective portion) | 116,875 | 132,867 |
| Non-Equity Incentive Plan Compensation (STIP objective portion) | 290,626 | 228,133 |
| Stock Awards (grant-date fair value) | 475,006 | 158,333 |
| All Other Compensation (incl. dividends on unvested RS and 401(k) match) | 70,526 | 101,888 |
| Total | 1,378,033 | 1,046,221 |
Performance Compensation
Short-Term Incentive Program (STIP) – 2024
- Target: $467,500; structure is 75% objective (adjustable income metric adjusting for realized/unrealized gains/losses, securitization issuance costs, and non-cash items) and 25% subjective (individual performance) .
- Payout: Overall 87.17% of target; actual paid $407,500 (split across objective/subjective as disclosed above) .
| Metric | Weight | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Adjustable Income (objective) | 75% | $467,500 target at plan level | Part of overall 87.17% outcome | Paid for 2024 performance |
| Individual performance (subjective) | 25% | Included in target | Committee assessed at 100% of target for individual metric | Paid for 2024 performance |
Long-Term Incentive Program (LTIP) – 2024 grants
- Time-based restricted stock: 12,160 shares granted 7/1/2024; vests in four equal annual installments on each anniversary, subject to continued employment .
- Performance-based RSUs: 2024 award vests 50% on 6/30/2027 and 50% on 6/30/2028; performance goals 75% Relative TSR and 25% Relative Book Value TSR vs. Nareit Residential Mortgage Index constituents; target set at 55th percentile (must outperform peers to earn target) .
- Prior PSU cycles outstanding: 2022 PSU vests 50% 6/30/2025 and 50% 6/30/2026; 2023 PSU vests 50% 6/30/2026 and 50% 6/30/2027 (all subject to performance) .
| LTIP Award | Perf. Measure(s) | Weight | Target definition | Vest schedule |
|---|---|---|---|---|
| 2024 PSU | Relative TSR vs. Nareit Resi Mortgage Index | 75% | Target at 55th percentile | 50% on 6/30/2027; 50% on 6/30/2028 (subject to performance) |
| 2024 PSU | Relative Book Value TSR vs. Index | 25% | Target at 55th percentile | 50% on 6/30/2027; 50% on 6/30/2028 |
| 2024 RS (time-based) | N/A | N/A | N/A | 4 equal annual tranches from 7/1/2025–7/1/2028 |
Clawback: Recovery Policy adopted Nov 2023 captures incentive compensation post-restatement per Dodd-Frank/NYSE; CEO/CFO also subject to Sarbanes-Oxley clawback .
Equity Ownership & Alignment
Ownership and equity as disclosed
- Total beneficial ownership: 75,818 shares; less than 1% of outstanding; no pledged shares .
- Unvested and unearned awards at 12/31/2024: 32,041 unvested restricted shares; 97,771 unearned performance-based RSUs; using $9.28 close, market values $297,331 and $907,315 respectively .
- Anti-hedging and anti-pledging policy in effect for officers and directors .
- Stock ownership guidelines: covered executives (other than CEO) must hold common stock equal to 2× base salary within the later of Jan 1, 2028 or five years from becoming covered; must retain at least 50% of net shares until compliant .
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 75,818 shares; <1% of outstanding; none pledged |
| Unvested Restricted Stock (12/31/2024) | 32,041 shares ($297,331 at $9.28) |
| Unearned PSUs (12/31/2024) | 97,771 units ($907,315 at $9.28) |
| Hedging/Pledging | Prohibited for officers/directors |
| Ownership guideline | 2× base salary for covered executives; compliance deadline as above; 50% net share retention until met |
Vesting schedules (as disclosed)
- Time-based RS remaining: 5,469 shares from 7/1/2022 (vests 7/1/2025 and 7/1/2026); 14,412 shares from 7/1/2023 (vests 7/1/2025, 7/1/2026, 7/1/2027); 12,160 shares from 7/1/2024 (annual installments 2025–2028) .
- PSUs: 2022 grant 50% on 6/30/2025, 50% on 6/30/2026; 2023 grant 50% on 6/30/2026, 50% on 6/30/2027; 2024 grant 50% on 6/30/2027, 50% on 6/30/2028; all subject to performance achievement .
Employment Terms
- Management model: AOMR is externally managed; CFO is a dedicated officer; the Company reimburses the Manager for CFO wages/benefits (subject to Compensation Committee approval) .
- Severance Policy (CFO participant):
- Without Cause / Good Reason (non-CIC): cash severance equal to 2.0× (base salary + average cash bonus over prior three years or target, as applicable); Company-paid medical benefits for 2 years; accelerated vesting of unvested time-based equity; pro-rata vesting of PSUs based on actual achievement .
- Change in Control (termination without cause or for good reason within 12 months): 3.0× (base salary + severance bonus), medical benefits for 3 years; accelerated vesting of time-based equity; PSUs vest pro-rata based on actual performance .
- Death/Disability: pro-rated annual cash bonus for year of termination; accelerated time-based equity; pro-rata PSU vesting based on actual performance .
Performance & Track Record
| Year | Net Income (Loss), $000 | Cumulative TSR value of $100 initial investment |
|---|---|---|
| 2024 | 28,750 | 82.48 |
| 2023 | 33,714 | 82.72 |
| 2022 | (187,833) | 40.84 |
Say-on-Pay and shareholder feedback
- 2024 say-on-pay support: 90.2% of votes cast in favor; Compensation Committee viewed this as strong support for program design .
- Advisory vote held annually; Board considers results in future decisions .
Expertise & Qualifications
- Education: MAcc and B.B.A. in Accounting from the University of Georgia .
- Technical domain: 15+ years across public REIT finance, Big Four/Mid-Tier audit, and mortgage REIT operations .
Compensation Structure Analysis
- Cash vs. equity mix: 2024 reflects meaningful equity component ($475,006 grant-date value) aligned with multi-year vesting and PSU performance conditions tied to relative TSR/Book Value TSR vs. mortgage REIT peers .
- Performance metrics rigor: STIP uses an “adjustable income” metric common in mortgage REITs plus individual objectives; PSU design requires outperforming the 55th percentile for target payout (i.e., above-median performance) .
- Governance protections: Recovery (clawback) policy aligned with Dodd-Frank/NYSE and SOX; anti-hedging/anti-pledging; stock ownership guidelines with retention requirement .
Investment Implications
- Alignment: Significant unvested equity (time-based and PSUs) and ownership guidelines, combined with anti-hedging/pledging and clawbacks, support alignment with long-term TSR and book value accretion .
- Retention/overhang: Multi-year vesting (time-based and performance-based through 2028) and severance protections (double-trigger CIC at 3×) reduce near-term attrition risk but create potential equity and cash obligations under separation scenarios .
- Pay-for-performance: STIP paid below target (87.17%) in 2024 and PSU targets require above-median performance, indicating pay sensitivity to operating and market outcomes; 90.2% say-on-pay support suggests investor acceptance of the framework .
- Execution risk markers: Externally managed structure with CFO compensation reimbursement and portfolio securitization activity underscores the importance of risk-adjusted “adjustable income” and risk governance; governance policies help mitigate conflicts (e.g., anti-hedging/pledging, related-party oversight) .