Vikram Shankar

About Vikram Shankar

Vikram Shankar, age 40, has served on Angel Oak Mortgage REIT, Inc.’s (AOMR) board since September 2020 as the designee of Xylem Finance LLC (an affiliate of Davidson Kempner). He is a Managing Director at Davidson Kempner Capital Management LP, where since March 2022 he has led investment activity in the firm’s insurance asset management business and private asset‑backed credit; previously (2010–2020) he led U.S. structured credit, including residential mortgage credit. He holds a B.S. from Georgetown University and is a CFA charterholder .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles: Shankar is not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Affiliated Transactions & Risk Committees; current committee compositions exclude him .
• Designation/independence: He serves as the designee of Xylem Finance LLC (DK Investor) under shareholder rights agreements and is not among directors the Board classifies as “independent” under NYSE rules (independents: Savarese, Jones, Minami, Morgan, Parsons) .
• Attendance/engagement: In 2024 the Board met 8 times; no director attended fewer than 75% of Board and committee meetings; all directors then in office attended the 2024 annual meeting .
• Board leadership/executive sessions: Lead Independent Director is W.D. (Denny) Minami (since July 2024); independent and non‑management director executive sessions occur regularly .
• Risk oversight: The Affiliated Transactions & Risk Committee (all independent) approves related‑party transactions and pricing of asset purchases from affiliates and oversees credit/liquidity/leverage risk .

Fixed Compensation (Director)

• Policy: Directors employed by AOMR’s manager or designated under the MS/DK shareholder rights agreements (includes Shankar) are not entitled to director compensation; 2024 non‑employee director program paid $70,000 cash retainer (+committee/lead premia) and $80,000 in restricted stock to independent directors only .

Performance Compensation (Director)

• None disclosed for investor‑designated directors. Independent directors receive time‑based restricted stock (2024 grant: 6,655 shares; $80,000 grant‑date value; one‑year vest), but Shankar did not receive director equity grants as a DK designee .

Other Directorships & Interlocks

Expertise & Qualifications

• Domain expertise: Extensive residential mortgage credit and structured credit investing; leads DK’s insurance asset management and private asset‑backed credit efforts .
• Credentials: B.S. (Georgetown University); CFA charterholder .

Equity Ownership

• Ownership guidelines: AOMR requires independent directors who receive compensation to hold stock ≥4x cash retainer by the later of Jan 1, 2028 or 5 years from becoming covered; this policy does not cover investor‑designated directors who do not receive director compensation .

Governance Assessment

• Strengths

  • Deep, highly relevant mortgage/structured credit expertise enhances portfolio and risk oversight context .
  • Attendance and engagement meet expectations (≥75% of meetings; attended 2024 annual meeting) .
  • Investor‑related conflicts are structurally mitigated by an independent Affiliated Transactions & Risk Committee with explicit approval authority and a recusal policy for interested directors .
  • Anti‑hedging/anti‑pledging policy and stock ownership guidelines are in place (though the latter covers independent, compensated directors) . Say‑on‑pay support was strong in 2024 (90.2% of votes cast), suggesting general investor confidence in compensation governance .

• Risk indicators and potential red flags

  • Not independent: Shankar serves as an investor designee under the DK shareholder rights agreement; Board’s disclosed independents do not include him .
  • Alignment: Zero personal beneficial ownership reported as of Mar 18, 2025; while investor designation may align him with DK’s significant stake (22.1%), lack of individual holdings can be viewed as a personal alignment gap .
  • Concentrated influence/related‑party exposure: DK and MS collectively owned ~44% around the record date; DK’s negotiated share repurchase in July 2024 underscores ongoing insider transactions—though handled under policy oversight, these require continued scrutiny for minority shareholder fairness .

• Context

  • Shankar does not sit on core board committees (Audit, Compensation, Nominating, Affiliated Transactions & Risk), limiting direct committee‑level influence while reducing potential conflicts on related‑party approvals .
  • Lead Independent Director structure and regular executive sessions provide an additional counterweight to investor designees .