Debra Hess
About Debra Hess
Debra Hess is Non-Executive Chair of the Board and an independent director of AG Mortgage Investment Trust, Inc. (MITT), serving since 2018; she is age 60 and is designated an Audit Committee Financial Expert. She holds a B.S. in Accounting from the University of Connecticut and an MBA in Finance from New York University. She serves on MITT’s Audit (member, financial expert), Compensation (member), and Nominating & Corporate Governance Committees (Chair), and presides over independent director executive sessions as Board Chair. The Board has affirmatively determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NorthStar Asset Management Group Inc. (NSAM) | Chief Financial Officer | Jul 2014 – Jan 2017 (merger with Colony Capital) | Senior finance leadership at a public alternative asset manager |
| NorthStar Realty Finance Corp. (NRF) | Chief Financial Officer | Jul 2011 – Jan 2017 (merger with Colony Capital) | CFO of NYSE-listed real estate finance company |
| NorthStar Realty Europe Corp. (NRE) | Interim Chief Financial Officer | Jun 2015 – Nov 2015 | Interim CFO of NYSE-listed European REIT |
| H/2 Capital Partners | Chief Financial Officer | Aug 2008 – Jun 2011 | CFO of credit-focused investment manager |
| Fortress Investment Group / Newcastle Investment Corp. | Managing Director; CFO of Newcastle (portfolio company) | Mar 2003 – Jul 2008 | Led finance for NYSE-listed alt. investment manager/portfolio company |
| Goldman Sachs | Vice President, Principal Finance Group; Manager, Financial Reporting | 1993 – 2003 | Mortgage/structured finance and reporting experience |
| Chemical Banking Corporation; Arthur Andersen & Co. | Corporate credit policy; Supervisory senior auditor | Pre-1993 | Early-career audit/credit roles |
External Roles
| Organization | Role | Tenure/Notes | Committees |
|---|---|---|---|
| Radian Group Inc. (NYSE: RDN) | Director; Audit Committee Chair | Audit Chair since Jan 2022 | Audit Committee Chair |
| CenterPoint Properties Trust | Director; Audit Committee Chair | Ongoing | Audit Committee Chair |
Board Governance
- Leadership and independence: MITT separates Chair and CEO; as Non-Executive Chair, Hess sets agendas with management, presides over Board/stockholder meetings and independent director executive sessions, and acts as liaison between independent directors and management. The Board believes this structure strengthens oversight and independence.
- Committee assignments (2024 actual; 2025 effective): Hess is a member and Audit Committee Financial Expert on Audit; member on Compensation; Chair of Nominating & Corporate Governance. Effective May 5, 2025, she remains Audit (member, financial expert), Compensation (member), and Nominating Chair.
- Independence and attendance: The Board determined Hess is independent under NYSE standards; in 2024 the Board held 12 meetings and each director attended at least 75% of Board/committee meetings. Independent directors met in executive session at least quarterly, presided over by Hess.
- Stock ownership governance: Directors must hold stock equal to 4× basic annual cash retainer within four years; the company prohibits pledging/hedging by directors and officers. All directors are either compliant or within the grace period.
Fixed Compensation
- Structure (non-employee directors, 2024): $150,000 annual (cash $70,000 + restricted stock $80,000); Non-Executive Chair receives additional $60,000 (cash $30,000 + stock $30,000); Committee Chair fees: Audit $25,000; Compensation and Nominating $10,000 each. Restricted stock issued quarterly; shares may not be sold/transferred during the director’s Board service.
- Actual 2024 compensation (Hess): | Component | Amount | |---|---| | Cash fees | $110,017 | | Stock awards (grant date fair value) | $109,983 | | Total | $220,000 |
Notes: Hess’s role as Non-Executive Chair (+$60,000) and Nominating Chair (+$10,000) explains the total relative to the base director package.
Performance Compensation
| Feature | Detail |
|---|---|
| Options/PSUs | None disclosed for directors; director equity is time-based restricted stock. |
| Performance metrics | None disclosed for director compensation; equity grants are not tied to TSR/EBITDA/ESG metrics. |
| Transferability | Director restricted shares are fully vested upon grant but cannot be sold/transferred during Board service (e.g., Form 4 explanatory note). |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Consideration |
|---|---|---|---|
| Radian Group Inc. (NYSE: RDN) | Mortgage insurance/credit | Director; Audit Chair | Related to mortgage/credit ecosystem; no MITT-related party transactions disclosed involving Hess. |
| CenterPoint Properties Trust | Industrial real estate | Director; Audit Chair | Private industrial REIT; no disclosed MITT conflicts. |
The proxy’s related party sections detail affiliate transactions (Manager/TPG Angelo Gordon, Arc Home, Red Creek, MATH) and approval policies; no director-specific related person transactions involving Hess are identified.
Expertise & Qualifications
- Financial expert with extensive CFO experience across public real estate/alternative asset managers, mortgage/structured finance depth (Goldman Sachs Principal Finance; Fortress/Newcastle).
- Audit Committee Financial Expert designation; significant accounting/compliance experience; UConn B.S. Accounting; NYU MBA Finance.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Debra Hess | 72,086 | <1% | Mar 11, 2025 |
Supporting alignment policies:
- Director stock ownership guideline: 4× basic annual cash retainer within four years; directors are compliant or in grace period.
- Prohibition on pledging and hedging by directors/officers.
Insider Trades (Form 4 director stock awards)
| Date of Transaction | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 10/01/2025 | Award (A) – quarterly director stock grant | 3,777 | $0.00 | 83,253 | |
| 01/02/2025 | Award (A) – quarterly director stock grant | 4,104 | $0.00 | 72,086 + 4,104 = 76,190 (implied) |
Note: Form 4 explanatory notes state these are fully vested restricted shares subject to transfer restrictions during Board service.
Governance Assessment
- Positives
- Independent, Non-Executive Chair with financial expertise; clear separation of Chair/CEO roles and frequent independent executive sessions.
- All key committees composed solely of independent directors; Hess serves as Nominating Chair and Audit financial expert; Board affirms independence.
- Strong ownership alignment: quarterly stock grants locked during service; 4× cash retainer ownership guideline; anti-pledging/hedging policy.
- Attendance: Board met 12 times in 2024; each director met at least 75% threshold; directors attend annual meetings.
- Robust related party and affiliated transaction policies overseen by independent directors/Audit Committee.
- Watch items / potential red flags
- Role concentration: Hess is Board Chair, Nominating Chair, and a member of both Audit and Compensation Committees—elevates influence; mitigated by full committee independence and the presence of other chairs (e.g., Audit and Compensation Chairs are separate).
- External management model creates structural related-party exposure (Manager/TPG Angelo Gordon, Arc Home, Red Creek, MATH); no Hess-specific related party transactions disclosed, but ongoing oversight remains important.
- Director equity is time-based (not performance-conditioned), though transfer restrictions and ownership guidelines maintain alignment.
Overall: Hess brings deep mortgage/real estate finance and public-company CFO experience, serves as an audit financial expert, and leads as an independent chair—factors that support board effectiveness and investor confidence. Monitoring of related-party frameworks is warranted due to the external manager model, but policies and independent oversight are clearly articulated.