Sreeniwas Prabhu
About Sreeniwas Prabhu
Sreeniwas (“Sreeni”) Prabhu, age 50, has served as Chief Executive Officer and President of Angel Oak Mortgage REIT, Inc. (AOMR) since September 28, 2022, and is a co-founder, Managing Partner, and Group Chief Investment Officer at Angel Oak Capital Advisors, responsible for the firm’s overall investment strategy; he holds a B.B.A. in Economics (Georgia College & State University) and an M.B.A. in Finance (Georgia State University) . During his tenure, AOMR’s reported net income was $33.7 million in 2023 and $28.8 million in 2024, while the value of an initial $100 investment based on total shareholder return (TSR) moved from $40.84 in 2022 to $82.72 in 2023 and $82.48 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Angel Oak Capital Advisors | Co‑founder, Managing Partner, Group Chief Investment Officer | 2008–present | Leads overall investment strategy across Angel Oak platforms . |
| Falcons I, LLC (AOMR’s external manager) | Co‑President | Since Mar 2020 | Senior leadership of the external manager supporting AOMR . |
| Washington Mutual Bank | Chief Investment Officer (Investment Portfolio) | 2005–2008 | Managed investment portfolio; member of macro asset strategy team . |
| SunTrust Banks, Inc. | Investment Strategies; Head PM for CMBS Portfolio | 2001–2005 | Led CMBS portfolio management and investment strategies . |
| SunTrust Bank | Bank Analyst (ALM/Liquidity) | 1998 | Asset/liability management and liquidity strategies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Angel Oak Capital Advisors | Managing Partner, Group CIO | 2008–present | Executive role outside AOMR (no other public company directorships disclosed in AOMR filings) . |
Fixed Compensation
| Year | Base Salary from Company | Target Bonus % | Actual Bonus Paid | Stock Awards Granted ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | $0 | N/A | $0 | $0 | $3,368 | Company does not expect to reimburse Manager for Mr. Prabhu’s compensation; “All Other” reflects dividend value on unvested restricted stock, if any . |
| 2023 | $0 | N/A | $0 | $0 | $10,105 | Same structure as above . |
AOMR is externally managed; NEOs do not receive cash compensation from AOMR for officer roles. The Company does not expect to reimburse the Manager for Mr. Prabhu’s CEO compensation; he is an equity owner of the Manager .
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| STIP (annual) | N/A (CEO does not participate) | — | — | — | — | — . |
| LTIP (equity PSUs) | N/A (CEO did not receive PSUs in 2023–2024) | — | — | — | — | — . |
Company LTIP design (used for CFO) is 75% Relative TSR and 25% Relative Book Value TSR with multi‑year vesting; however, Mr. Prabhu was not a participant in 2024 programs .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO must hold AOMR stock equal to 4× base salary to the extent any salary is reimbursed by the Company; time‑based unvested equity counts toward compliance. Anti‑hedging and anti‑pledging policies are in place .
| As‑of Date | Shares Beneficially Owned | % Outstanding | Composition/Notes |
|---|---|---|---|
| Mar 18, 2025 | 381,521 | 1.6% | Includes 315,000 shares held by Falcons I, LLC (Mr. Prabhu is one of two members; disclaims beneficial ownership except to pecuniary interest) . |
| Mar 19, 2024 | 356,521 | 1.4% | Includes 315,000 shares via Falcons I, LLC; 5,263 unvested RS as of 12/29/2023 . |
| Vesting Status | Date | Amount | Notes |
|---|---|---|---|
| Unvested RS | Dec 29, 2023 | 5,263 | IPO grant remaining tranche scheduled to vest Jun 21, 2024 . |
| Unvested RS | Dec 31, 2024 | 0 | No outstanding unvested equity at YE 2024 . |
- Pledging/Hedging: AOMR prohibits hedging and pledging; no shares of common stock beneficially owned by directors/executive officers are pledged .
Employment Terms
- Structure: Externally managed by Falcons I, LLC; Manager provides CEO and management team; CEO’s compensation is borne by the Manager and not reimbursed by AOMR (expected) .
- Indemnification: AOMR enters into standard indemnification agreements with officers; Mr. Prabhu was expected to enter into the Company’s standard indemnification agreement upon appointment .
- Clawback: AOMR adopted a Dodd‑Frank compliant incentive compensation recovery policy in Nov 2023 .
- Change‑in‑Control (CIC): Under the 2021 Equity Incentive Plan, upon a CIC the Board may accelerate vesting/settle awards; if awards are not assumed/continued/substituted, unvested awards vest in full automatically .
- Severance: AOMR’s Severance Policy (multiples and equity treatment) applies to CFO; no severance arrangement for other NEOs as of Dec 31, 2024 .
Performance & Track Record
| Year | Value of Initial $100 Investment (TSR) | Net Income (Loss) ($000s) |
|---|---|---|
| 2022 | $40.84 | ($187,833) |
| 2023 | $82.72 | $33,714 |
| 2024 | $82.48 | $28,750 |
- Strategic execution: Multiple securitizations in 2024 (e.g., AOMT 2024‑4 $299.8M as sole participant; AOMT 2024‑10 $316.8M as sole participant; AOMT 2024‑3 $439.6M participation) with proceeds used primarily to repay warehouse debt and fund new loans/operations .
- Say‑on‑Pay: 90.2% approval at the May 2024 annual meeting, indicating shareholder support for the NEO pay framework .
- Related‑party/External management economics: AOMR paid ~$5.0M (2024) and ~$5.8M (2023) of base management fees to its Manager; incentive fee formula is 15% of Distributable Earnings above an 8% equity hurdle (if earned) .
Related Party Transactions & Governance Controls
- Management Agreement: Automatically renews annually; termination without cause requires a two‑thirds vote of independent directors and triggers a termination fee equal to 3× average base management fee plus average incentive fee over prior 24 months .
- Anti‑hedging/pledging and ownership guidelines are formalized; clawback policy adopted in 2023 .
- Section 16 reporting: One late Form 3 filing noted for Mr. Prabhu in 2024; otherwise compliant .
Compensation Structure Analysis
- Cash pay: No base salary or cash bonus from AOMR; CEO compensation is not reimbursed to the Manager by AOMR (expected), limiting direct Company-paid cash compensation .
- Equity mix: One IPO-era restricted stock grant (remaining 5,263 shares vested June 2024); no open unvested CEO awards at YE 2024, reducing near‑term vesting overhang .
- Performance linkage: CEO did not participate in 2024 STIP/LTIP, whereas the Company’s LTIP (applied to CFO) emphasizes Relative TSR and Relative Book Value TSR with multi‑year vesting .
Investment Implications
- Alignment and retention: Beneficial ownership of 381,521 shares (1.6%) as of Mar 18, 2025 (including interests via Falcons I, LLC) suggests material alignment; anti‑pledging policy and no pledged shares reduce governance risk .
- Limited selling pressure: No unvested CEO equity remained at YE 2024, implying minimal near‑term vesting‑related selling overhang from the CEO .
- Pay‑for‑performance nuance: CEO compensation is not paid by AOMR and did not include 2024 performance‑based awards, while the Company’s LTIP metrics (TSR/Book Value TSR) apply to other NEOs; this places more emphasis on external manager economics (base/incentive fees) over direct CEO incentive alignment with AOMR shareholders .
- Execution track record: Active securitization program in 2024 supported deleveraging and loan purchases; net income remained positive in 2023–2024 following a 2022 loss, while TSR recovered from 2022 levels and was broadly flat in 2024 vs 2023 .
- Shareholder sentiment: 90.2% Say‑on‑Pay support in 2024 indicates overall investor acceptance of the pay framework despite the external management model .