Landon Parsons
About Landon Parsons
Independent director at Angel Oak Mortgage REIT, Inc. (AOMR); age 66; elected in June 2021 in connection with the IPO and serving continuously since then . He is a career mortgage and specialty finance executive with 35+ years across mortgage finance, private mortgage insurance, asset-backed finance, and housing policy; prior roles include Senior Advisor at Moelis & Company and Managing Director at C‑Bass; education: M.S. Economics (Purdue) and B.A. Economics & Finance (University of Northern Iowa) . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moelis & Company (NYSE: MC) | Senior Advisor | 2010–2021 | Led development of the “Moelis Plan” for Fannie Mae and Freddie Mac; advised distressed investors, specialty finance companies, banks, creditor committees, and mortgage insurers |
| Credit Based Asset Servicing and Securitization (C‑Bass) | Managing Director | 2001–2007 | Directed investments across mortgage-backed, asset-backed, and CRE-backed securities |
| CGA Investment Management | Executive (ABS/financial guarantees) | Not disclosed | Focused on asset-backed securities and financial guarantees |
| Goldman Sachs | Executive (ABS/financial guarantees) | Not disclosed | ABS/financial guarantees experience |
| CapMac | Executive (ABS/financial guarantees) | Not disclosed | ABS/financial guarantees experience |
| FGIC | Executive (ABS/financial guarantees) | Not disclosed | ABS/financial guarantees experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent advisor/investor | Advisor/Investor | Ongoing | Published on U.S. housing policy and reform; “Blueprint for Restoring Safety and Soundness to the GSEs” |
| Industry publications | Author | Various | Commentary on housing policy and reform |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE rules |
| Years of service | Director since 2021 (elected at IPO) |
| Committees | Audit (member), Compensation (member), Affiliated Transactions and Risk (Chair) |
| Committee meeting cadence (2024) | Audit: 6 meetings; Compensation: 6 meetings; Affiliated Transactions & Risk: 5 meetings |
| Lead Independent Director | W.D. (Denny) Minami serving as LID since July 2024 (previously Craig Jones June 2022–June 2024) |
| Executive sessions | Independent directors meet in executive session after each regular Board meeting |
| Attendance | Board met 8 times (plus one independent directors’ session) in 2024; no director attended fewer than 75% of Board/committee meetings; all directors then in office attended the 2024 annual meeting |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Independent director retainer |
| Committee fees | $30,000 | Affiliated Transactions & Risk Committee Chair; members receive $20,000, Chair receives $30,000 |
| Other chair/LID fees | N/A for Parsons | Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; Lead Independent Director $25,000 |
| Fees earned (cash) | $100,000 | Parsons’ 2024 fees earned |
| Dividends on unvested shares | $10,773 | Dividends on unvested director RS |
| Total 2024 director compensation | $190,773 | Cash + equity + dividends |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted stock (time-based) | May 15, 2024 | 6,655 | $80,000 | Vests May 15, 2025 (1-year cliff) | Equity is time-based restricted stock; directors may elect to receive retainer in equity; no performance metrics for director awards |
No director performance metrics or PSUs are disclosed for Parsons; equity awards are time-based restricted stock for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Parsons |
| Prior public company boards | None disclosed for Parsons |
| Investor designee seats on AOMR | MS Investor and DK Investor each hold designation rights; Parsons is not a designee |
Expertise & Qualifications
- 35+ years in mortgage finance, specialty finance, private mortgage insurance, and ABS/ MBS investing; deep asset-liability and capital markets expertise .
- Housing policy thought leader; authored “Blueprint for Restoring Safety and Soundness to the GSEs” .
- Education: M.S. Economics (Purdue), B.A. Economics & Finance (University of Northern Iowa) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (as of Mar 18, 2025) | 28,214 | Less than 1% of outstanding shares (*) |
| Unvested restricted stock (as of Dec 31, 2024) | 6,655 | Vests May 15, 2025 |
| Ownership structure | Vested stock held jointly with spouse as co-trustees in a revocable trust | |
| Shares pledged as collateral | None; company states no director/officer shares are pledged | |
| Hedging/pledging policy | Hedging and pledging prohibited for directors/officers under Insider Trading and Anti-Hedging/Anti-Pledging policies | |
| Stock ownership guidelines | Directors must hold ≥4x annual base cash retainer; compliance deadline: later of Jan 1, 2028 or five years from becoming a director |
(*) Represents less than 1% per company’s beneficial ownership table .
Governance Assessment
- Committee leadership and independence: Parsons chairs the Affiliated Transactions & Risk Committee and serves on Audit and Compensation—placing him at the center of related-party oversight, credit/liquidity/leverage risk governance, financial reporting oversight, and director/NEO compensation frameworks .
- Attendance and engagement: Board and committee activity were robust in 2024 (Audit 6; Compensation 6; Affiliated 5; Board 8), with no directors below the 75% attendance threshold and full annual meeting attendance—supporting effective board engagement .
- Director pay mix and alignment: 2024 compensation combines fixed cash ($100,000 for Parsons) with time-based restricted stock ($80,000 grant; 6,655 shares), consistent with alignment practices; directors may elect equity in lieu of cash .
- Ownership alignment: Stock ownership guidelines (≥4x retainer) and anti-hedging/anti-pledging policies support alignment; no pledging disclosed for any directors/officers; Parsons holds shares and unvested RS as disclosed .
- Compensation committee controls: Compensation Committee is independent (Morgan chair; Jones; Parsons) and uses an independent compensation consultant (Ferguson Partners) for equity program design—positive process discipline .
- Shareholder sentiment: Say‑on‑pay support of 90.2% at the May 2024 annual meeting indicates strong investor approval of compensation practices (relevant to governance climate) .
RED FLAGS and conflict considerations
- External manager and affiliate transactions: AOMR is externally managed; substantial asset sourcing from affiliates and extensive related-party arrangements create inherent conflicts. Mitigants include: independent Affiliated Transactions & Risk Committee chaired by Parsons to approve pricing for affiliated non‑QM acquisitions; formal Related Party Transactions Policy requiring committee approval and director recusal; transparent Management Agreement terms and annual independent director review of fees .
- Concentrated shareholder rights: MS Investor and DK Investor board designee rights persist so long as ownership thresholds are met, which can influence board composition; Parsons is not a designee, maintaining independence .
Overall, Parsons’ independence, committee leadership in affiliated transaction oversight, and strong engagement are positives for board effectiveness amid the complexities of an externally managed REIT model .