W.D. (Denny) Minami
About W.D. (Denny) Minami
Independent director at Angel Oak Mortgage REIT (AOMR), age 68, serving since June 2021; currently Lead Independent Director (since July 2024) and Chair of the Audit Committee. He holds a B.A. with honors from Grinnell College and an MBA from the University of Chicago, and brings extensive real estate and portfolio management experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NorthStar Realty Europe Corp | Independent Director; Audit Committee Chair | 2015–2019 | Led audit oversight at publicly listed REIT; governance and financial reporting expertise |
| Billy Casper Golf LLC | President; later Principal | President 2003–2012; Principal 2012–2020 | Led operations/finance for large golf course operator; ongoing sector insights |
| Charles E. Smith Residential Realty, Inc. (NYSE-listed apartment REIT) | President, COO, CFO | 1997–2002 | Senior leadership in listed REIT; capital markets and operations expertise |
| NorthStar Asset Management Group Inc. | Director | 2014–2017 | Board service at public asset manager; industry network |
| NorthStar Realty Finance Corp. | Director | 2004–2017 | Board oversight in mortgage/real estate finance |
| Ascent Entertainment Group; Comsat Corporation; Oxford Realty Services; Satellite Business Systems | Various finance roles | Pre-1997 | Corporate finance, operations, and systems background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tryline Capital Management LLC | Consultant and Principal | 2023–present | Advisory/management role; maintains active involvement in golf course ownership and apartment investments |
Board Governance
- Independence: Determined independent under NYSE rules; serves as Lead Independent Director .
- Lead Independent Director responsibilities: Liaison between chair/management and independent directors; leads executive sessions; can call meetings of independents; leads CEO performance/succession discussions; approves agendas/schedules and information flow .
- Executive sessions: Independent directors meet without management at each regular meeting; Minami typically presides .
- Attendance: In 2024, the Board met 8 times; no director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee assignments:
- Audit Committee: Chair; designated “audit committee financial expert”; committee met 6 times in 2024 .
- Nominating & Corporate Governance Committee: Member; committee met 5 times in 2024 .
- Affiliated Transactions & Risk Committee (related-party oversight): Minami is not listed as a member; committee reviews pricing and approves related-party transactions with affiliates .
Director Election Support (Signal of investor confidence)
| Metric | 2024 | 2025 |
|---|---|---|
| Votes For | 17,489,849 | 12,028,121 |
| Votes Withheld | 2,939,566 | 80,725 |
| Broker Non-Votes | 2,088,500 | 3,004,139 |
Say-on-Pay (context for governance climate)
- 2024 say-on-pay: 90.2% of votes cast in favor .
- 2025 say-on-pay: 11,814,391 for; 250,192 against; 44,263 abstentions .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $96,250 | Program cash retainer $70,000; plus chair/lead retainers per policy (actual paid to Minami totaled $96,250) |
| Audit Committee Chair retainer | $20,000 (program level) | Included within “Fees Earned” total; Minami is Audit Chair |
| Lead Independent Director retainer | $25,000 (program level) | Lead role applicable to 2024 service; included within total cash fees |
| Equity grant (restricted stock) | $80,000 grant-date fair value | Directors receive annual restricted stock award; vesting one year post-grant |
| Dividends on unvested stock | $10,773 | Paid on unvested restricted shares |
Program terms (for context):
- Base retainer $70,000; committee chair fees: Audit $20,000; Compensation $15,000; Nominating $10,000; Affiliated Transactions & Risk $30,000; Lead Independent $25,000; option to take retainer in equity .
Performance Compensation (Director)
| Item | Disclosure | Detail |
|---|---|---|
| Equity award type | Restricted stock (time-based) | No performance metrics; vests on one-year anniversary, subject to service |
| Grant specifics (2024) | 6,655 shares; granted May 15, 2024 | Fair value $80,000; scheduled vesting May 15, 2025 |
| Performance metrics tied to director equity | None disclosed | Annual director awards are time-based; not TSR/financial-conditioned |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| NorthStar Realty Europe Corp | Independent Director; Audit Chair | Prior public REIT board; no AOMR transactional link disclosed |
| NorthStar Asset Management Group Inc. | Director | Prior public asset manager; no AOMR link disclosed |
| NorthStar Realty Finance Corp. | Director | Prior public mortgage/real estate finance; no AOMR link disclosed |
- Shareholder rights agreements designate board seats for MS Investor (Cummings) and DK Investor (Shankar); Minami is not a designee, supporting independence .
Expertise & Qualifications
- Real estate REIT leadership (President/COO/CFO roles), portfolio management, and audit oversight credentials .
- Audit Committee financial expert designation by the Board .
- Education: B.A. Grinnell College; MBA University of Chicago .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares | Unvested Restricted Stock (12/31/2024) | Pledging/Hedging |
|---|---|---|---|---|
| W.D. (Denny) Minami | 45,259 | <1% | 6,655 shares from 2024 grant | Company prohibits hedging and pledging by directors ; no director/officer shares pledged |
Stock Ownership Guidelines (directors):
- Minimum holding: 4x annual base cash retainer; compliance deadline is the later of Jan 1, 2028 and five years from becoming a covered director; until met, must retain at least 50% of net-after-tax shares from vesting .
Governance Assessment
- Strengths: Lead Independent Director role with clearly defined responsibilities; Audit Chair and “financial expert” designation; strong attendance and board process rigor; high 2024 say-on-pay support; solid election support for Minami in 2024 and 2025, indicating investor confidence .
- Alignment: Annual director equity grants (restricted stock) and robust ownership guidelines promote alignment; anti-hedging/anti-pledging policy reduces misalignment risk .
- Conflicts/Related-party exposure: No related-party transactions disclosed involving Minami; related-party dealings with affiliates are overseen by the Affiliated Transactions & Risk Committee and governed by a written policy requiring committee approval .
- Risks/Watch items: External management structure entails management fee and incentive fee arrangements with the Manager; ongoing related-party sourcing of loans from affiliates requires continued independent committee oversight; Minami’s private investments in golf/apartment sectors are disclosed, with no AOMR transactions reported—monitor for any future overlaps .
Overall, Minami’s governance profile supports board effectiveness: independent status, lead role, audit leadership, and attendance. No red flags disclosed on hedging/pledging or related-party transactions; continued vigilance is appropriate given AOMR’s external management and affiliate transactions framework .