Jonathan Morgan
About Jonathan Morgan
Jonathan Morgan, age 61, is an independent director of Angel Oak Mortgage REIT (AOMR) since January 2022. He is founding Principal of Sound Fund Advisors LLC (since March 2011) and brings over two decades of financial markets and portfolio management experience, with prior roles at Caxton Associates, Croesus Capital Management, Parallax Capital Management, Julius Baer Investment Management, Barclays Global Investors, UBP Asset Management, and Morgan Stanley. He holds an A.B. from Princeton University, an M.P.P. from Harvard Kennedy School, and an M.Div. from Yale Divinity School; the Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sound Fund Advisors LLC | Founding Principal | Mar 2011–present | Acts as independent director to investment entities |
| Caxton Associates | Strategist/Portfolio Manager | 1993–1996 | Investment experience |
| Croesus Capital Management | Strategist/Portfolio Manager | 1997–1998 | Investment experience |
| Parallax Capital Management | Strategist/Portfolio Manager | 1999–2002 | Investment experience |
| Julius Baer Investment Management | Head of Research & Portfolio Management, Alternative Investment Group | 2002–2005 | Supervised investment research and operational risk |
| Barclays Global Investors | Head of Manager Selection; later Head of Investments, Hedge Fund Mgmt Group; Head of NY office | 2005–2009 | Led hedge fund manager selection and investments |
| UBP Asset Management | Head of Global Hedge Fund Research | 2009–2011 | Led global hedge fund research |
| Morgan Stanley | Various roles | ~1988–1993 | Pre-1993 experience in finance |
| Pine Grove Alternative Institutional Fund | Board Member & Audit Committee Member | 2013–Nov 2020 | Closed-end registered investment company governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OHA Senior Private Lending Fund (U) LLC | Board Member | Since 2022 | Chair of independent board members committee; member of audit and nominating & governance committees |
| T. Rowe Price OHA Select Private Credit Fund | Board Member | Since 2022 | Chair of independent board members committee; member of audit and nominating & governance committees |
| T. Rowe Price OHA Flexible Credit Income Fund | Board Member | Not stated | Chair of independent board members committee; member of audit and nominating & governance committees |
| SEG Partners Long/Short Equity Fund | Independent Trustee | Since 2025 | Closed-end company trustee |
| Director Credentials | Registered Professional Director (Cayman), Central Bank of Ireland approved Director | N/A | Regulatory approvals signal governance competency |
Board Governance
- Committees: Compensation Committee (Chair; met 6 times in 2024); Nominating & Corporate Governance Committee (Member; met 5 times in 2024). Not a member of the Affiliated Transactions & Risk Committee (ATRC), which met 5 times in 2024 .
- Board/attendance: The Board met 8 times in 2024; independent directors held one additional meeting. No director attended fewer than 75% of applicable Board and committee meetings. All directors attended the 2024 annual meeting .
- Independence: Board determined Mr. Morgan is an “independent director” under NYSE rules .
- Lead Independent Director: W.D. (Denny) Minami; independent directors meet in executive session at each regular Board meeting .
- Conflict oversight: ATRC must approve pricing for acquisitions of non-QM loans and other target assets from Manager affiliates; related-party transactions require ATRC approval and recusal by interested directors. As Compensation Chair, Morgan’s committee evaluates Manager fees at renewal, reviews reimbursements, and sets independent director compensation—key checks on external manager conflicts .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Independent director program |
| Committee membership (ATRC) | $0 | $20,000 for ATRC members (chair $30,000); Morgan not on ATRC |
| Committee chair fee (Compensation) | $15,000 | Compensation Committee chair retainer |
| Fees earned or paid in cash (actual) | $85,000 | Reported for Morgan in 2024 director comp table |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock | May 15, 2024 | 6,655 | $80,000 | Vests May 15, 2025, continued service | None disclosed; time-based vesting only |
| Dividends on unvested | 2024 | N/A | $10,773 (all other compensation) | Paid on unvested awards | N/A |
Program features: Directors may elect to receive all or portion of cash retainer in equity; annual RS awards vest after one year; chair retainers vary by committee (Audit $20k; Compensation $15k; Nominating $10k; ATRC $30k); Lead Independent Director retainer $25k .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Potential Interlock Considerations |
|---|---|---|---|
| OHA Senior Private Lending Fund (U) LLC | BDC (Investment Company Act) | Chair of independent board members committee; audit; nominating & governance | Financial sector governance; no disclosed transactions with AOMR |
| T. Rowe Price OHA Select Private Credit Fund | BDC (Investment Company Act) | Chair of independent board members committee; audit; nominating & governance | Financial sector governance; no disclosed transactions with AOMR |
| T. Rowe Price OHA Flexible Credit Income Fund | Investment company (Investment Company Act) | Chair of independent board members committee; audit; nominating & governance | Financial sector governance; no disclosed transactions with AOMR |
| SEG Partners Long/Short Equity Fund | Closed-end company | Independent Trustee | No disclosed transactions with AOMR |
Expertise & Qualifications
- Education: A.B. (Princeton), M.P.P. (Harvard Kennedy School), M.Div. (Yale Divinity School) .
- Functional expertise: Portfolio management, manager selection, hedge fund research, operational risk oversight; leadership across major investment firms .
- Regulatory/board credentials: Registered Professional Director (Cayman); approved to act as Director by Central Bank of Ireland .
- Board-identified skills: Financial markets and portfolio management experience deemed relevant for AOMR’s business .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Details | Pledged/Hedged |
|---|---|---|---|---|
| Jonathan Morgan | 38,059 | <1% | Includes 6,655 unvested RS (vest 5/15/2025); 21,000 shares in IRA; 10,404 shares held as tenant-in-common with spouse | No pledges by any director or officer; hedging/pledging prohibited by policy |
Stock Ownership Guidelines: Directors must hold stock valued at ≥4x annual base cash retainer; compliance deadline is later of Jan 1, 2028 or 5 years from becoming a covered director; until compliant, must retain ≥50% of net shares from vesting/exercises. Unvested time-based RS/RSUs count; options and unearned performance awards do not .
Governance Assessment
- Board effectiveness and engagement: As Compensation Committee chair, Morgan oversees external manager fees at renewal, reimbursements, executive pay decisions, and independent director compensation—central levers for investor alignment under an external management model. Committee met 6 times in 2024; Board met 8 times; no director fell below 75% attendance; directors attended the 2024 annual meeting—solid engagement indicators .
- Independence and conflicts: Morgan is NYSE-independent and not an investor designee. Related-party transactions (including asset purchases from Manager affiliates) require ATRC review and approval with recusal of interested directors; ATRC approves pricing for affiliated acquisitions—key conflict mitigants even though Morgan is not on ATRC .
- Ownership alignment: Beneficial ownership of 38,059 shares with clear breakdown; no pledges; strict anti-hedging and anti-pledging policy; director stock ownership guidelines require 4x retainer by 2028/within 5 years—structures support alignment, though individual compliance status is not disclosed .
- Compensation structure: 2024 director pay balanced between cash ($85,000 fees for Morgan: base retainer plus Compensation chair fee) and equity ($80,000 RS grant, one-year vest), with dividends on unvested stock ($10,773). No performance metrics attached to director equity—time-based vesting only; pay levels reflect committee responsibilities .
- Shareholder signals: Say-on-pay support was 90.2% in May 2024, signaling investor confidence in the compensation framework overseen by the Compensation Committee; committee retains authority to engage independent consultants—positive governance practice .
RED FLAGS
- External management model necessitates strong committee oversight. Risk is mitigated by Compensation Committee fee evaluation at renewal and ATRC approval of affiliated transactions pricing; ongoing execution quality is critical for investor confidence .
- Concentrated shareholders with board designees (MS and DK Investors) can influence governance. Morgan’s independence and leadership on Compensation Committee provide balance, but vigilance remains warranted .
Overall, Morgan’s independent status, deep investment oversight background, committee leadership, and adherence to anti-hedging/pledging and ownership guidelines support board effectiveness and investor alignment at AOMR. Continuous rigorous application of ATRC and Compensation Committee mandates remains central to mitigating external manager and affiliated transaction conflicts .