Craig Jones
About Craig Jones
Craig Jones (age 74) has served on Angel Oak Mortgage REIT’s Board since June 2020 and was Lead Independent Director from June 2022 to June 2024. He is an attorney and former real estate executive, with a B.A. from Washington & Lee University and a J.D. from the University of Virginia School of Law . His background includes partnership at King & Spalding (Real Estate), executive roles at New Market Development Company, and senior leadership at Cousins Properties (President, Office Division; Chief Investment Officer; Chief Administrative Officer) until his 2012 retirement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| King & Spalding (Atlanta) | Partner, Real Estate Dept. | 1977–1987 | Real estate legal expertise |
| New Market Development Co. | EVP, Development & Financing | 1987–1992 | Led development/financing; company sold to Cousins in 1992 |
| Cousins Properties (NYSE: CUZ) | President, Office Division; Chief Investment Officer; Chief Administrative Officer | 1992–2012 | Senior operating/investment leadership at a public REIT; retired 2012 |
| Parkway, Inc. (NYSE; sold) | Independent Director | Sep 2016–Oct 2017 | Audit, Compensation, and Investment Committees |
External Roles
No current public company directorships disclosed for Mr. Jones beyond AOMR .
Board Governance
- Independence: The Board determined Mr. Jones is independent under NYSE rules .
- Committee assignments (2024 activity, current composition at proxy filing):
- Nominating & Corporate Governance Committee: Chair; met 5 times in 2024; members Jones, Minami, Morgan; all independent .
- Compensation Committee: Member; met 6 times in 2024; members Morgan (Chair), Jones, Parsons; all independent .
- Affiliated Transactions & Risk Committee: Member; met 5 times in 2024; members Parsons (Chair), Jones, Savarese .
- Audit Committee: Not a member; Audit met 6 times in 2024; members Minami (Chair), Parsons, Savarese .
- Attendance and engagement:
- Board met 8 times in 2024; no director attended fewer than 75% of Board and committee meetings held during 2024 while serving .
- All directors then in office attended the 2024 annual meeting of stockholders .
- Leadership: Served as Lead Independent Director from June 2022 to June 2024; lead independent duties include executive sessions and agenda oversight (role now held by W.D. Minami) .
Fixed Compensation
| Component (2024) | Amount/Terms | Source |
|---|---|---|
| Cash fees (Jones) | $118,750 | 2024 Director Compensation Table |
| Annual equity grant (Jones) | $80,000 grant date fair value; 6,655 restricted shares granted May 15, 2024; vest May 15, 2025 (service-based) | |
| Dividends on unvested equity (Jones) | $10,773 | |
| Total (Jones) | $209,523 |
2024 Non-Employee Director Program (structure):
- Annual cash retainer: $70,000; directors may elect to receive cash retainer in equity .
- Committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Affiliated Transactions & Risk $30,000 .
- Affiliated Transactions & Risk Committee member (non-chair): +$20,000 .
- Lead Independent Director retainer: +$25,000 (for 2024 service) .
- Annual equity award: $80,000 in restricted stock; one-year cliff vesting, service-based .
- 2024 program unchanged vs. 2023 .
Performance Compensation
| Equity Award Detail (2024) | Terms | Source |
|---|---|---|
| Restricted Stock | 6,655 shares granted May 15, 2024; time-based vesting on May 15, 2025; fair value $80,000 at grant | |
| Performance conditions | None disclosed for director equity (time-based only) |
Note: No options/PSUs or performance metric-based director pay disclosed. “All Other Compensation” reflects dividends on unvested stock .
Other Directorships & Interlocks
| Entity | Role | Status/Notes |
|---|---|---|
| Parkway, Inc. | Independent Director; Audit, Compensation, Investment Committees | Prior board; company sold (tenure Sep 2016–Oct 2017) |
| Board investor representation | MS Investor (NHTV Atlanta Holdings LP) and DK Investor (Xylem Finance LLC) each hold >20% and are entitled to designate one director (Cummings for MS; Shankar for DK) | Rights via Shareholder Rights Agreements; both >20% owners as of Mar 18, 2025 |
Governance note: Investor designees do not receive director compensation from the Company; independent directors (including Jones) do .
Expertise & Qualifications
- Real estate operations and capital markets leadership at a public REIT (Cousins); prior law partnership in real estate; board committee coverage across audit/compensation/investment at Parkway .
- Education: B.A. (Washington & Lee); J.D. (University of Virginia School of Law) .
- Board skill emphasis (per Board’s assessment): real estate industry breadth and C-suite operating experience .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Total beneficial ownership | 29,690 shares | |
| Ownership as % of shares outstanding | <1% | |
| Unvested restricted stock outstanding (12/31/2024) | 6,655 shares | |
| Shares pledged as collateral | None (Company states no director/executive shares are pledged) | |
| Anti-hedging/anti-pledging policy | Directors prohibited from hedging or pledging Company securities | |
| Stock ownership guidelines | Independent directors must hold stock ≥4x annual base cash retainer; compliance by later of Jan 1, 2028 or 5 years from becoming a covered director; retain 50% of net shares until met |
Governance Assessment
-
Strengths
- Independent director with deep REIT operating and investment experience; chairs Nominating & Corporate Governance and serves on Compensation and Affiliated Transactions & Risk Committees—key levers for board effectiveness and related-party oversight .
- Good engagement: Board met 8x in 2024; no director below 75% meeting attendance; all directors attended 2024 AGM .
- Equity alignment: annual restricted stock grant; ownership guidelines in place; hedging/pledging prohibited .
-
Potential Risks/Conflicts (mitigants noted)
- Externally managed structure with significant related-party flows (management fee, potential incentive fee, reimbursements) and affiliated loan purchases/securitizations; Jones’ membership on the Affiliated Transactions & Risk Committee is intended to approve pricing and oversee related-party transactions and risk governance .
- Concentrated ownership: DK Investor and MS Investor each ~22% with board designees; risk of influence on governance priorities; Board affirms Jones’ independence and maintains standard committee independence .
- Management agreement renewal/termination economics (including termination fee) elevate importance of independent directors on Compensation and ATRC committees to scrutinize fees and performance .
-
Shareholder Sentiment Signal
- Say-on-pay approval of 90.2% at May 2024 meeting indicates supportive shareholder posture on compensation framework (context for overall governance climate) .
Overall: Jones is a seasoned, independent REIT operator-lawyer who holds pivotal governance posts (Nominating Chair; ATRC member; Comp member). Given the external manager and affiliate transactions, his roles are central to investor confidence—particularly around board refreshment, independence, and rigorous review/approval of related-party pricing and management fees .