Noelle Savarese
About Noelle Savarese
Noelle Savarese, age 58, has served as an independent director of Angel Oak Mortgage REIT (AOMR) since October 2023, bringing over 30 years of experience in mortgage-related assets . She co-founded and led MP Securitized Credit Partners from April 2008 through its liquidation in 2023, previously holding senior roles at C-Bass, Citicorp Securities, and Salomon Brothers . She holds a B.A. in Economics from the University of Vermont and is designated by AOMR’s Board as an “audit committee financial expert” . The Board has determined she is independent under NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MP Securitized Credit Partners (FrontPoint Partners) | President & Co-Founder | April 2008–2023 | Led all aspects of investments, finance, operations, compliance in mortgage securitizations |
| C-Bass | Executive Committee member; Co-Head of Capital Markets | Exec Committee: 2003–2007; Co-Head Capital Markets: 2005–2007; firm tenure 1996–2007 | Led finance/banking activities, acquisition and securitization of mortgage assets |
| Citicorp Securities Inc. | Vice President, Mortgage Finance group | Five years (pre-1996) | Acquisition and securitization of mortgage loans |
| Salomon Brothers | Analyst, Mortgage Department | Two years | Analyst responsibilities in mortgage |
External Roles
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in AOMR’s proxy biography |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member (chair: W.D. Minami); Affiliated Transactions & Risk Committee member (chair: Landon Parsons) .
- Audit Committee “financial expert” designation: The Board determined Ms. Savarese qualifies under SEC Item 407(d)(5); all members financially literate and independent under NYSE and Exchange Act Rule 10A-3 .
- Independence: The Board determined Savarese and several directors are independent under NYSE rules .
- Attendance: In 2024, the Board met eight times; no director attended fewer than 75% of Board/committee meetings; all directors then in office attended the 2024 annual meeting of stockholders .
- Executive sessions: Independent directors meet in executive session at the conclusion of each regular Board meeting; non-management directors also meet in executive sessions; the Lead Independent Director presides (role held by W.D. Minami) .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging Company securities by policy; options trading and short sales are also prohibited .
- Stock ownership guidelines for directors: Minimum ownership equal to 4x annual base cash retainer; compliance due by later of Jan 1, 2028 or five years from becoming a covered director; 50% net shares retention until compliant .
- Related party transactions oversight: Affiliated Transactions & Risk Committee must approve pricing of acquisitions (e.g., non-QM loans) from Angel Oak affiliates; the Management Agreement is externally managed; fees to Manager were ~$5.0m (2024) and ~$5.8m (2023), plus reimbursed expenses ~$1.8m (2024) and ~$2.1m (2023) .
Committee assignments and activity (2024)
| Committee | Membership | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Savarese; Minami; Parsons | W.D. (Denny) Minami | 6 |
| Affiliated Transactions & Risk Committee | Savarese; Parsons; Jones | Landon Parsons | 5 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards (grant-date fair value) | $80,000 |
| All Other Compensation (dividends on unvested awards) | $10,773 |
| Total | $180,773 |
Director Compensation Program (2024) – key elements
| Element | Amount/Structure |
|---|---|
| Annual cash retainer (independent directors) | $70,000 |
| Affiliated Transactions & Risk Committee member | +$20,000; chair +$30,000 |
| Audit Committee chair | +$20,000 |
| Compensation Committee chair | +$15,000 |
| Nominating & Corporate Governance Committee chair | +$10,000 |
| Lead Independent Director | +$25,000 |
| Annual equity grant (restricted stock) | Grant-date fair value $80,000; time-based vesting at 1 year |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Dividends on Unvested (2024) |
|---|---|---|---|---|---|
| Restricted stock | May 15, 2024 | 6,655 | $80,000 | Vests May 15, 2025 (service-based) | $10,773 |
| Performance Metric | Status |
|---|---|
| Metrics tied to director equity (e.g., TSR, EBITDA) | Not disclosed; independent directors received time-based restricted stock vesting after one year |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| DK Investor/MS Investor designee status | Savarese is not a shareholder designee; DK designee is Vikram Shankar; MS designee is Edward Cummings |
| Interlocks with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Mortgage and specialty finance expert with leadership in securitized credit across residential and commercial markets; 30+ years in mortgage-related assets .
- Prior senior roles spanning capital markets, finance, and securitization; extensive operational and compliance oversight .
- Audit Committee financial expert designation by AOMR’s Board; financially literate and independent under NYSE standards .
Equity Ownership
| As of March 18, 2025 | Amount |
|---|---|
| Shares beneficially owned | 16,363 |
| Ownership as % of shares outstanding | <1% |
| Unvested restricted shares outstanding | 6,655 (vest May 15, 2025) |
| Shares pledged as collateral | None; Company states no director/officer pledges |
| Holding detail | Vested stock held solely in an individual brokerage account |
| Stock ownership guideline | 4x base cash retainer; compliance by Jan 1, 2028 or 5 years from becoming a covered director; 50% net shares retention until compliant |
Governance Assessment
- Board effectiveness signals: Independent status; Audit Committee financial expert designation; active roles on Audit and Affiliated Transactions & Risk committees; acceptable attendance outcomes in 2024; attendance at annual meeting—all supportive of governance quality .
- Alignment: Annual equity grant and stock ownership guidelines promote alignment; Savarese beneficially owns 16,363 shares with 6,655 unvested restricted shares; no pledging permitted, strengthening investor alignment .
- Related-party oversight: Externally managed structure with meaningful fees to Manager increases related-party risk; Savarese’s seat on Affiliated Transactions & Risk Committee places her at the center of pricing approvals for affiliate transactions—critical for safeguarding minority stockholders .
- Compensation structure: Director pay is primarily retainer plus time-based equity (no performance metrics disclosed), typical for REIT governance; monitoring for shifts in cash vs. equity mix and retention of net shares until guideline compliance remains relevant .
RED FLAGS
- External management and recurring related-party transactions require vigilant oversight; committee responsibility is appropriately assigned, but investors should monitor approvals and terms, especially for non-QM loan acquisitions from affiliates .
- Two shareholder designees on the Board under rights agreements (MS and DK) concentrate influence; while Savarese is independent, the overall board composition bears monitoring for potential interlocks and voting blocs .