Dianne Hurley
About Dianne Hurley
Independent director of AG Mortgage Investment Trust (MITT) since 2020; age 62. She is designated an Audit Committee Financial Expert and has served as Audit Committee Chair (prior to May 5, 2025) and will transition to Compensation Committee Chair effective May 5, 2025; she remains an Audit Committee member post-transition . Background includes senior operations/finance roles across real estate and asset management; education includes a BA from Harvard University and an MBA from Yale School of Management . MITT’s Board affirms her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MonCap Holdings, LLC | Chief Operating Officer | Current (as of proxy) | Private equity firm COO; operational oversight |
| Glocap Search, LLC | Managing Director | 2022–2023 | Human capital executive search; operations/finance experience |
| Moravian Academy | Chief Financial & Operations Officer | 2020–2022 | School finance/operations leadership |
| A&E Real Estate | Chief Administrative Officer | 2017–2020 | One of NYC’s largest multi-family owner/operators; enterprise administration |
| Credit Suisse (Asset Management Division) | First COO, Global Distribution | 2009–2011 | Global distribution operations; asset management |
| TPG-Axon | Founding Chief Administrative Officer | 2004–2009 | Large investment manager affiliated with TPG Capital; firm build-out |
| Goldman, Sachs & Co. | Real Estate Department (early career) | Not disclosed | Early real estate/finance foundation |
External Roles
| Company | Exchange/Ticker | Role | Committees |
|---|---|---|---|
| American Healthcare REIT | NYSE: AHR | Director | Compensation Committee Chair; Audit Committee member |
| Other prior public company boards (real estate industry) | — | Independent Director | Not specified (three additional prior boards) |
Board Governance
- Independence: Board determined Hurley is independent under NYSE rules; all Board committees comprise solely independent directors .
- Committee leadership and assignments:
- Through May 5, 2025: Audit Committee Chair; Nominating & Corporate Governance Committee member; Audit Committee Financial Expert designation .
- Effective May 5, 2025: Compensation Committee Chair; Audit Committee member; Audit Committee Financial Expert; not on Nominating & Corporate Governance .
- Audit Committee Report: Signed by Hurley as Chair for FY2024 financials .
- Meetings/attendance: Board held 12 meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting of stockholders .
- Board leadership: MITT separates Non-Executive Chair (Debra Hess) and CEO roles to enhance oversight; independent directors meet in executive session quarterly .
Fixed Compensation
| Component (2024) | Amount/Structure |
|---|---|
| Annual base fee (non-employee directors) | $150,000 ($70,000 cash + $80,000 restricted stock) |
| Audit Committee Chair fee | $25,000 (additional) |
| Compensation/Nominating Chair fee | $10,000 (additional) |
| Non-Executive Chair add’l fee | $60,000 ($30,000 cash + $30,000 restricted stock) |
| Payment cadence and share pricing | Paid quarterly in arrears; shares based on average of high/low price on last trading day of quarter; director shares may not be sold/transferred during service |
| Dianne Hurley – 2024 Director Compensation | Cash | Stock Awards | Total |
|---|---|---|---|
| Amounts paid | $95,007 | $79,993 | $175,000 |
Notes:
- 2024 role as Audit Chair drives total from $150,000 base to $175,000 with $25,000 chair fee .
- No meeting fees are disclosed; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
| Metric Type | Details |
|---|---|
| Director performance-based pay | None disclosed; director compensation comprises cash retainer and restricted stock; no options or PSUs for directors disclosed |
| Equity grant mechanics | Director stock issued quarterly; lock-up prohibits sale/transfer during Board service |
| Executive clawback (context) | Company adopted Rule 10D-1-compliant clawback for executive officers (not directors) effective Dec 1, 2023 |
Other Directorships & Interlocks
- Public company director at AHR, serving as Compensation Chair and Audit member; no interlocks with MITT disclosed .
- MITT limits independent directors to four public company boards (including MITT) unless Board-approved; supports bandwidth and engagement .
Expertise & Qualifications
- Audit Committee Financial Expert designation; extensive finance/real estate/asset management background; c-suite operations and human capital experience .
- Education: BA Harvard; MBA Yale .
- Skills aligned to MITT’s mortgage/structured finance oversight and manager-evaluative responsibilities .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Dianne Hurley | 46,781 | <1% (approx. 0.16% based on 29,658,830 outstanding) | Calculated using outstanding shares at record date |
Ownership alignment policies:
- Stock ownership guidelines: Directors must hold shares equal to 4x the annual cash retainer within four years; directors are either compliant or within grace period .
- Hedging/Pledging: Strict prohibition on pledging/hedging of MITT securities for directors and executive officers .
- Lock-up: Director shares received as compensation cannot be sold/transferred during service .
Governance Assessment
Strengths
- Independence and expertise: Hurley is NYSE-independent and designated as an Audit Committee Financial Expert; served as Audit Chair and transitions to Compensation Chair, concentrating oversight across financial reporting and pay governance .
- Engagement: Board met 12 times in 2024; all directors met at least 75% attendance and attended the annual meeting; quarterly executive sessions reinforce independent oversight .
- Alignment: Director stock ownership guidelines (4x cash retainer) with lock-up; prohibition on pledging/hedging enhances investor alignment and reduces risk .
- External experience: Current AHR Compensation Chair/Audit member plus prior public REIT boards provide sector-relevant governance insight .
Risks/Watch items
- Externally managed REIT model: Multiple affiliated transactions (Arc Home, Red Creek, MATH) and manager fee structures require robust independent oversight; Hurley’s committee leadership is a mitigating factor, but continued vigilance is required .
- Compensation oversight transition: Moving from Audit Chair to Compensation Chair on May 5, 2025 shifts her primary focus; continuity of audit oversight remains via her Audit membership and Mitchell’s elevation to Audit Chair .
- Consultant usage: No compensation consultant retained for director pay in 2024; executive comp largely determined by Manager with MITT granting limited equity—ensure Compensation Committee maintains strong benchmarking and oversight as equity plans expand (new 2025 plan) .
Potential conflicts/related-party exposure
- No Hurley-specific related-party transactions disclosed; Company maintains Related Person Transaction Policy and Affiliated Transactions Policy with Audit Committee review and quarterly reporting to independent directors, which Hurley has chaired and will continue to influence .
Executive sessions and leadership
- Non-Executive Chair structure and quarterly independent director sessions support board effectiveness; Hurley participates within this framework .
Overall signal
- The combination of independence, committee leadership (Audit then Compensation), attendance, and stringent ownership/hedging restrictions supports investor confidence. The external management/affiliate transaction context heightens the importance of Hurley’s continued rigorous committee oversight and disclosure discipline .