Jenny Neslin
About Jenny Neslin
Jenny B. Neslin is General Counsel and Secretary of AG Mortgage Investment Trust, Inc. (MITT), appointed effective April 2021; she is age 42 per the 2025 proxy bio and previously served on TPG Angelo Gordon’s legal team as a Managing Director . Education: Bachelor of Music in Music Business (New York University) and Juris Doctor (Benjamin N. Cardozo School of Law) . During her tenure, MITT’s reported net income increased to $55.7 million in 2024 from $53.8 million in 2023 (+3.6% YoY), with cumulative TSR for 2024 disclosed at 58.7% (2023: 35.6%) . She oversees SEC disclosure, governance, insider trading policy, and alignment frameworks as Company Secretary and General Counsel .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NorthStar Real Estate Income Trust, Inc. | General Counsel & Secretary | Aug 2015–Jan 2018 | Led legal and governance for non-traded REITs through capital markets and disclosure regimes . |
| NorthStar Real Estate Income II, Inc. | General Counsel & Secretary | Aug 2015–Jan 2018 | Oversight of SEC reporting, governance, and capital markets activities . |
| Colony Capital (now DigitalBridge Group, Inc.) | Managing Director & Deputy General Counsel | From July 2013 (end date not disclosed) | Legal oversight of capital markets, public/private offerings, ongoing disclosure, corporate governance . |
| Clifford Chance US LLP | Associate, Capital Markets | Not disclosed | Advised REITs and investment banks on public and private capital markets transactions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TPG Twin Brook Capital Income Fund (TCAP) | General Counsel & Secretary | Feb 2022–present | Also served as Interim Chief Compliance Officer Oct 2023–Mar 2025 . |
| TPG Private Equity Opportunities, L.P. | General Counsel & Secretary | Feb 2025–present | Governance and legal oversight for TPG platform vehicle . |
Fixed Compensation
- Company cash compensation to MITT executive officers: none (externally managed; executives are compensated by the Manager or affiliates) .
- Company reimburses the Manager for allocable share of compensation for certain roles (CFO, CRO, General Counsel); total reimbursable expenses were $6.8 million in 2024, of which approximately $1.3 million related to the Company’s allocable share for CFO, CRO, and General Counsel combined (not broken out per individual) .
MITT does not disclose individual base salary/bonus for Ms. Neslin; all fixed cash elements are paid by the Manager and not itemized in MITT’s filings .
Performance Compensation
2024 Equity Grant (Company grant)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (50,000 shares) | N/A (subjective assessment) | No fixed KPI targets; factors included Company financial health, officer performance, risk, strategy progress, stock performance, retention, market conditions | N/A | Grant-date fair value $347,500 | Vests ratably in three annual installments beginning Jan 13, 2026; full vest upon death/disability, Qualifying Manager Termination, or change in control unless award is assumed/substituted . |
| Name | Committee Approval Date | Grant Date | Shares | Grant-Date Fair Value |
|---|---|---|---|---|
| Jenny B. Neslin | Nov 4, 2024 | Dec 18, 2024 | 50,000 | $347,500 . |
- Outstanding as of Dec 31, 2024: 50,000 unvested restricted shares with market value $332,500 (based on $6.65/share) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 11, 2025) | 100,000 shares; percent of class disclosed as “<1%” (company-wide outstanding 29,658,830) . |
| Derived ownership % | 0.34% of shares outstanding (100,000 ÷ 29,658,830), calculated from disclosed figures . |
| Vested vs unvested (Dec 31, 2024) | 50,000 unvested restricted shares outstanding; $332,500 market value . |
| Ownership guidelines | Minimum share ownership guidelines apply to CEO, President, CIO, CFO (5,000 shares); executives subject are in compliance; General Counsel not explicitly listed among positions subject to guideline . |
| Pledging/hedging policy | Prohibited for directors and executive officers (no pledging, no margin accounts, no hedging such as collars/swaps/forward contracts) . |
| Insider trading policy | Adopted and filed as Exhibit 19.1 to 2024 10-K; governs purchases/sales and compliance . |
Attempted to fetch recent Form 4 insider transactions for “Neslin” at MITT using insider-trades skill; request returned 401 Unauthorized. As a result, no current Form 4 trend data could be analyzed for selling pressure. Monitoring Form 4 filings on SEC EDGAR is recommended for updates (tool error explanation) [ReadFile insider-trades SKILL.md].
Employment Terms
- Employment agreements and severance: MITT discloses no employment agreement or severance obligation for named executive officers; no post-employment payments owed by MITT .
- Change-of-control treatment:
- 2024 restricted stock awards: full vesting upon death/disability, Qualifying Manager Termination, and change in control unless awards are substituted or assumed by the surviving entity .
- 2025 Equity Incentive Plan: double-trigger vesting—if awards are assumed, full acceleration occurs only upon termination without Cause within 18 months post-change-in-control; if awards not assumed, vesting accelerates at transaction close .
- Clawback: Compensation Committee adopted clawback policy effective Dec 1, 2023, requiring recovery of erroneously awarded incentive-based compensation from current/former executive officers after a required restatement, irrespective of misconduct .
Investment Implications
- Alignment: A meaningful company-granted equity award in Dec 2024 (50,000 RS) with multi-year vesting starting Jan 2026 supports retention and pay-for-performance alignment via equity exposure, alongside strict anti-pledging/hedging rules .
- Selling pressure: With vesting commencing in 2026 and hedging/pledging prohibited, near-term forced-selling risk appears limited; however, live Form 4 monitoring is necessary to detect any discretionary sales once tranches vest (tool access error prevented current scan) .
- Governance and risk: No personal employment/severance benefits at MITT plus a robust clawback, insider trading policy, and double-trigger change-in-control terms in the 2025 plan indicate shareholder-friendly controls; equity grants were based on holistic performance factors rather than eased targets, reducing metric gaming risk .
- Performance backdrop: Company-level net income growth (+3.6% YoY) and higher TSR in 2024 provide supportive context; continued monitoring of incentive fee mechanics with the external Manager is relevant for payout sensitivity to mark-to-market gains .