Michael Fierman
About Michael Fierman
Michael Fierman (age 59) is Chairman of the Board of Angel Oak Mortgage REIT (AOMR), serving as a director since June 2018 and elected Chairman in connection with the June 2021 IPO; he is not independent under NYSE rules due to his executive roles with affiliates of the external manager . He is Managing Partner and Co‑CEO at Angel Oak Companies, LP, Managing Partner at Angel Oak Capital, and Co‑President of AOMR’s external Manager; he holds a B.A. in Political Science from the University of Georgia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Angel Oak Companies, LP | Managing Partner & Co‑CEO | Since Dec 2014 | Provides strategic direction across mortgage lending and asset management |
| Angel Oak Capital | Managing Partner | Since May 2018 | Leadership over asset management activities |
| AOMR Manager | Co‑President | Since Mar 2020 | Executive responsibility for external management of AOMR |
| SouthStar Funding | Co‑Founder; executive overseeing sales, operations, credit risk | 1998–2007 | Built national wholesale mortgage lender in non‑Agency products |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Angel Oak Companies (affiliate) | Managing Partner & Co‑CEO | Ongoing | Affiliation creates non‑independence at AOMR |
| Angel Oak Capital (affiliate) | Managing Partner | Ongoing | Asset management leadership |
| AOMR Manager (affiliate) | Co‑President | Ongoing | Direct involvement in AOMR’s external management |
Board Governance
- Role: Chairman of the Board; Lead Independent Director is W.D. (Denny) Minami, who presides over executive sessions and independent director meetings .
- Independence: Not independent (NYSE criteria); independent directors are Savarese, Jones, Minami, Morgan, and Parsons .
- Committees: Audit (Minami—Chair; Parsons; Savarese), Compensation (Morgan—Chair; Jones; Parsons), Nominating & Corporate Governance (Jones—Chair; Minami; Morgan), Affiliated Transactions & Risk (Parsons—Chair; Jones; Savarese). Fierman is not listed as a member of these committees .
- Attendance: In 2024, the Board met 8 times (plus 1 independent‑only meeting); no director attended fewer than 75% of Board and committee meetings; all directors in office attended the 2024 annual meeting .
- Risk oversight: Board administers risk via four standing committees; Affiliated Transactions & Risk Committee must approve pricing and related‑party acquisitions from Angel Oak affiliates, mitigating conflict risk under external management .
Fixed Compensation
Directors employed by the Manager or designated by MS/DK investors are not entitled to separate director compensation; Fierman received no cash fees and no stock awards for 2024; “All other compensation” reflects dividends paid on unvested stock awards earlier in the period ($3,368) .
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Manager‑affiliated director not paid for Board service |
| Committee membership fees | $0 | Not paid |
| Chair/Lead fees | $0 | Lead independent director receives $25k; not applicable to Fierman |
| Equity award (restricted stock) | $0 | Independent directors received $80k grant; not applicable to Fierman |
| All other compensation (dividends on unvested awards) | $3,368 | Dividends on prior unvested stock awards |
Performance Compensation
- No performance‑linked director compensation disclosed for Fierman (no PSU/option awards; independent directors receive time‑based restricted stock) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Fierman beyond AOMR .
- Investor interlocks: Board includes designees of Morgan Stanley Tactical Value (Edward Cummings) and Davidson Kempner (Vikram Shankar) pursuant to shareholder rights agreements; these investors each own ~22% and can designate one Board seat while holding specified ownership thresholds .
- External manager interlock: Fierman is Co‑President of the external Manager that earns base/incentive fees from AOMR, a notable related‑party dynamic .
Expertise & Qualifications
- Mortgage lending and asset management expertise; familiarity with AOMR operations cited by Board as qualification .
- Prior hands‑on leadership in non‑Agency mortgage origination risk, operations, and sales via SouthStar Funding .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Notes |
|---|---|---|---|
| Michael Fierman | 381,521 | 1.6% | Includes 315,000 shares held by Falcons I, LLC, an Angel Oak affiliate; Fierman may be deemed beneficial owner via upstream entities; disclaims except to extent of pecuniary interest . |
| Pledging/Hedging | N/A | N/A | Company prohibits hedging and pledging by directors . |
Governance Assessment
-
Strengths:
- Independent committees with clearly defined oversight (Audit; Compensation; Nominating; Affiliated Transactions & Risk) and active meeting cadence in 2024 .
- Robust anti‑hedging/anti‑pledging policies; stock ownership guidelines for independent directors (4x annual cash retainer) with retention requirements until compliance; clawback policy aligned to NYSE/Dodd‑Frank .
- Strong attendance and director engagement; lead independent director chairs executive sessions .
-
Conflict considerations and investor confidence signals:
- RED FLAG: Fierman is not independent and concurrently holds executive roles at Angel Oak Companies and the external Manager, which receives base (1.50% of “Equity”) and potential incentive fees; this creates inherent conflicts around Manager oversight, fee evaluations, renewals, and termination decisions (including a “without cause” termination fee equal to 3x average base plus incentive fees over prior 24 months) .
- Related‑party exposure is material: AOMR purchases large volumes of non‑QM loans from Angel Oak Mortgage Lending (affiliates), e.g., $255.4 million purchase price in 2024; securitizations often include loans originated by affiliates; Affiliated Transactions & Risk Committee approval mechanism is critical to mitigate pricing/terms risk .
- Board composition includes investor designees from DK and MS with substantial stakes (~22% each), supporting capital alignment but posing interlock concentration risks; designee directors (Cummings/Shankar) receive no director pay from AOMR .
-
Overall: Board has formal structures to manage conflicts (Affiliated Transactions policy; committee oversight), but investors should monitor renewal decisions under the Management Agreement, fee fairness assessments, and the volume/pricing of affiliated asset purchases as key governance risk indicators under Fierman’s Chairmanship .