Michael J. Karber
About Michael J. Karber
Michael J. Karber, 45, serves as Vice President, General Counsel, Secretary and Chief Compliance Officer at Granite Point Mortgage Trust Inc. (GPMT). He has held the GC/Secretary roles since 2020 and has been with GPMT since inception in 2017 after serving as Lead Counsel – Business Operations at Two Harbors Investment Corp.; he previously worked as a Portfolio Manager at Presidium Asset Solutions and as a corporate real estate associate at Pircher, Nicols & Meeks and Dykema Gossett. Karber holds a JD from Northwestern University and a BA in Political Science and Psychology from the University of Michigan; he regularly signs GPMT’s SEC filings, underscoring his central role in disclosure, governance, and compliance. Company executive pay emphasizes “pay-for-performance” through Annual Incentive Plan (AIP) metrics using “Run-Rate” ROAE and Change in Book Value per Share and long-term PSUs/RSUs, with hedging/pledging prohibitions and a Dodd-Frank compliant clawback policy; specific compensation amounts for Karber are not disclosed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Two Harbors Investment Corp. | Lead Counsel – Business Operations | 2014–2017 | Supported commercial real estate business prior to contribution to GPMT IPO; legal structuring, compliance, and transactions for CRE platform. |
| Presidium Asset Solutions | Portfolio Manager | 2010–2014 | Managed asset and loan servicing; credit, workout, and portfolio execution insights relevant to CRE lending and recoveries. |
| Pircher, Nicols & Meeks LLP | Associate | 2007–2009 | Commercial real estate transactional law; documentation and risk mitigation. |
| Dykema Gossett PLLC (Schwartz Cooper Chartered) | Associate | Pre‑2007 | Corporate/real estate legal practice; foundation in governance and contract law. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public company board roles disclosed for Karber; focus appears internal at GPMT. |
Fixed Compensation
- Specific base salary, target bonus, and paid bonus amounts for Karber are not disclosed as he is not a Named Executive Officer (NEO) in GPMT’s proxies.
- Executive stock ownership guidelines apply: other executive officers must hold GPMT stock valued at ≥3x base salary (unvested RSUs count; PSUs do not). Compliance is reviewed annually.
Performance Compensation
GPMT’s program emphasizes corporate performance through annual cash AIP and multi‑year equity LTIP; Karber’s individual awards are not disclosed, but structure and outcomes for company executives are below.
Annual Incentive Plan (AIP) – 2023 Results
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| “Run‑Rate” ROAE | 50% of financial component | 3.0% [25%] | 6.0% [100%] | ≥9.0% [200%] | 5.2% | 80.2% |
| Change in Book Value/Share | 50% of financial component | −15.0% [25%] | 0.0% [100%] | ≥+15.0% [200%] | −13.1% | 34.5% |
| Financial Component Total | 50% of AIP | — | — | — | — | 57.4% |
| Strategic Objectives | 50% of AIP | — | Target | — | Achieved at target | 100.0% |
| Total AIP Payout | — | — | — | — | — | ~78.7% of target |
Notes: Financial metrics defined and updated to “Run‑Rate” ROAE to reduce market volatility effects; strategic objectives encompass balance sheet, risk management, investor focus, and franchise value.
Annual Incentive Plan (AIP) – 2024 Results
| Component | Weighting | Actual Performance Outcome | Payout vs Target |
|---|---|---|---|
| Financial metrics (“Run‑Rate” ROAE and Change in BV/Share) | 50% | Below threshold across both metrics | 0% |
| Strategic objectives | 50% | Achieved at target | 100% |
| Total AIP Payout | — | Weighted outcome | 50% |
Long‑Term Incentive (LTIP) and PSU Outcomes
| PSU Grant | Performance Period | Metrics | Outcome |
|---|---|---|---|
| 2021 PSUs (company executives) | 2021–2023 | Absolute and Relative “Core” ROAE (50%/50%) | Absolute 1.8% (below threshold) and Relative 13th percentile (below threshold); 0% earned. |
| 2023 PSUs (company executives) | 2023–2025 | Absolute/Relative “Run‑Rate” ROAE and Change in BV/Share (each 25%) | Earnout scale 0–200%; target values withheld until period end due to sensitivity. |
Retention Equity – June 2024 Supplemental RSUs
| Grant Date | Award Type | Vesting | Scope | Shares/Inputs |
|---|---|---|---|---|
| Jun 21, 2024 | One‑time RSUs | 3‑year cliff | NEOs and other employees | NEOs awarded 737,178 RSUs; other employees 588,141; sized off 20‑day avg price $3.12. |
Equity Ownership & Alignment
- Hedging and pledging GPMT stock are prohibited for officers, directors, and employees; short sales, derivatives, margin accounts and similar transactions are also barred.
- Executive stock ownership guidelines: CEO ≥5x salary; other executive officers ≥3x salary; retention of ≥75% of net shares until compliant.
- Beneficial ownership context: all directors and executive officers as a group (12 individuals) owned 1,490,880 common shares (3.1%) as of Mar 15, 2025; individual ownership for Karber not separately disclosed.
Employment Terms
- Employment agreements with NEOs were established at internalization (Dec 31, 2020); Karber’s specific contract terms are not disclosed.
- Change‑of‑control economics: equity awards use double‑trigger vesting; no single‑trigger acceleration, and plan avoids liberal change‑of‑control definitions.
- Clawback policy: adopted Oct 2023 in line with NYSE/SEC Dodd‑Frank rules; requires recovery of excess incentive compensation for three years preceding any required restatement.
- Indemnification: customary agreements for directors and officers, including advancement of expenses, with independent counsel determination after change in control.
Performance & Track Record
- Governance and disclosure leadership: Karber signed the June 21, 2024 Form 8‑K detailing supplemental RSUs to executives and employees; indicates central role in compensation governance and investor disclosures.
- Company compensation outcomes reflect macro headwinds in CRE credit and higher funding costs, with 2023 AIP paying ~78.7% of target and 2024 AIP paying 50%; multi‑year PSUs (2021 grant) paid 0% based on ROAE metrics.
- Say‑on‑Pay support: approximately 95% approval at 2023 annual meeting (historically high support).
Board Governance (Karber is not a director, but relevant to oversight)
- Independent Compensation Committee (chair: Hope B. Woodhouse) sets executive pay, engages independent consultant Semler Brossy with no conflicts, and assesses compensation risk annually.
- Communication channels to the Board route through the Secretary (Karber), reinforcing his role in board–investor interface.
Compensation Peer Group (for benchmarking)
- Internally managed mortgage/real estate finance peers used in 2023 decisions include ABR, AAIC, BRSP, CIM, DX, STAR, LADR, MFA, NYMT, RWT, WD; target percentile positioning not specified.
Expertise & Qualifications
- Education: JD, Northwestern University; BA, University of Michigan.
- Domains: CRE finance legal structuring, compliance, disclosure governance, portfolio and workout experience from prior asset–loan management role.
Work History & Career Trajectory
| Organization | Role | Time at Company | Notes |
|---|---|---|---|
| GPMT | VP, General Counsel, Secretary, Chief Compliance Officer | Since 2020 | Deputy GC (2018–2019); Assistant Secretary (2018–2020). |
| GPMT | Deputy General Counsel | 2018–2019 | Pre‑GC legal leadership role. |
| Two Harbors Investment Corp. | Lead Counsel – Business Operations | Began 2014 | Supported CRE business prior to GPMT IPO. |
| Presidium Asset Solutions | Portfolio Manager | 2010–2014 | Asset/loan servicing; workouts. |
| Pircher, Nicols & Meeks LLP | Associate | 2007–2009 | CRE transactions. |
| Dykema Gossett (Schwartz Cooper Chartered) | Associate | Pre‑2007 | Corporate/real estate practice. |
Compensation Committee Analysis
- Independent consultant Semler Brossy advises on program design, peer group, and market practices; Compensation Committee sets structure, levels, and performance goals, and reviews HCM and risk.
- 2024 off‑cycle RSU decision reflected retention concerns amid CRE dislocation, shifting 2024 mix toward RSUs (~63%) from standard 50/50; revert to 50/50 in 2025.
Risk Indicators & Red Flags
- Hedging/pledging ban reduces misalignment risk; clawback policy adds accountability.
- 2024 supplemental RSUs indicate retention pressure; however, investor outreach found general support with no requested changes.
- CFO transition (Aug–Dec 2024) handled with Deputy CFO overlap; COO transition staged through 2025, implying active succession management rather than abrupt departures.
Equity Ownership & Alignment Table (Context)
| Holder Group | Common Shares | % of Common | Preferred A Shares | % of Preferred |
|---|---|---|---|---|
| All directors and executive officers (12 individuals) | 1,490,880 | 3.1% | 34,797 | <1% |
Investment Implications
- Alignment: Strong governance features—no hedging/pledging, double‑trigger vesting, ownership guidelines, and clawbacks—support investor alignment; Karber’s central role in disclosures and policy enforcement is a positive for compliance integrity.
- Retention: 2024 supplemental RSUs to executives and key employees reflect retention needs in stressed CRE markets; expect reduced insider selling pressure due to cliff vesting and ownership guidelines, but lack of Form 4 detail for Karber limits precision.
- Performance linkage: AIP/PSU frameworks tightly couple pay to ROAE and book value stability; recent 0% PSU earnouts and lower AIP payouts highlight disciplined structures that curb pay in weak performance periods—reducing pay inflation risk but potentially impairing retention absent supplemental RSUs.
- Monitoring: Watch insider filings for Karber to assess ownership changes; track 2025 LTIP reversion to 50/50 PSUs/RSUs and AIP metric outcomes as CRE credit normalizes to gauge future pay/performance alignment.