M. Christian Mitchell
About M. Christian Mitchell
Independent director of AG Mortgage Investment Trust, Inc. (MITT) since 2023; age 70. Retired Deloitte & Touche LLP national managing partner for mortgage banking and finance companies; former regional managing partner (audit, enterprise risk services, financial services) and founding board member of Deloitte Consulting USA. Current boards include Pacific Premier Bancorp (now Columbia Banking System following 2025 merger), Parsons Corporation (PSN), and Huntington Health; prior board at Western Asset Mortgage Capital (WMC) before its acquisition by MITT. Recognized by Directorship magazine as one of the “100 most influential people in corporate governance” (2011–2012); holds a B.S. from the University of Alabama and serves on its Board of Visitors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | National Managing Partner, Mortgage Banking & Finance; Regional Managing Partner (Audit, ERS, Financial Services) | ~1977–2003 | Led national mortgage/finance practice; governance and risk expertise |
| Deloitte Consulting USA | Founding Board Member | n/a | Governance oversight and advisory |
| Marshall & Stevens | Senior Advisor; prior Director | Current | Valuation/financial advisory expertise |
| Western Asset Mortgage Capital (WMC) | Director | 2012–2023 | Real estate/mortgage capital markets oversight |
| PS Business Parks, Inc. | Director | 2021–2022 | REIT governance and strategy |
| University of Redlands | Adjunct Professor of Accounting | n/a | Academic governance/education |
| NACD Pacific Southwest | Chairman Emeritus; National Board Member | National Board 2017–2019 | Board effectiveness, director education |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parsons Corporation (NYSE: PSN) | Director | Current | Defense/critical infrastructure governance |
| Columbia Banking System (Nasdaq: COLB) | Director | Appointed Sept 2025 | Audit Committee member; Enterprise Risk Management Committee member; non-employee director compensation structure disclosed (cash $85k; audit committee retainer $15k; ERM $10k; equity retainer $85k; prorated) |
| Pacific Premier Bancorp (Nasdaq: PPBI) | Director | Prior to merger | Appointment to COLB board at merger close; no Item 404(a) related party transactions noted |
| Huntington Health (Cedars-Sinai affiliate) | Director | Current | Hospital governance |
| University of Alabama, Culverhouse College of Business | Board of Visitors | Current | Academic advisory |
Board Governance (MITT)
- Committee assignments: Audit Committee member (appointed immediately after May 2, 2024); effective May 5, 2025, Audit Committee Chair and Nominating & Corporate Governance Committee member; designated audit committee financial expert .
- Independence: Board affirmed Mitchell meets NYSE independence standards; all Audit, Compensation, and Nominating committees comprised solely of independent directors .
- Attendance/engagement: Board held 12 meetings in 2024; each director attended at least 75% of board and relevant committee meetings; independent directors meet in executive session quarterly .
- Risk oversight: Audit Committee oversees internal control, financial reporting, compliance, IT/cybersecurity; annual briefings from TPG’s CISO; Deloitte & Touche LLP appointed and ratified as independent auditor for FY2025 .
Fixed Compensation (MITT – Director)
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual base fee | $150,000 | $70,000 cash + $80,000 in restricted common stock; paid quarterly in arrears; shares fully vested but locked during service |
| Non-Executive Chair add’l fee | $60,000 | $30,000 cash + $30,000 in restricted stock |
| Audit Chair fee | $25,000 | Cash |
| Compensation Chair fee | $10,000 | Cash |
| Nominating & Governance Chair fee | $10,000 | Cash |
2024 actual director compensation (MITT):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| M. Christian Mitchell | 70,007 | 79,993 | 150,000 |
Notes:
- The equity portion is approximately 53% of total (79,993/150,000), aligning pay with shareholder outcomes; equity cannot be sold during service .
Performance Compensation
- No performance-based metrics or incentive pay disclosed for non-employee directors; director compensation is a fixed cash-and-stock structure .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| Columbia Banking System (COLB) | Regional banking | Audit; Enterprise Risk Management | Bank oversight experience complements MITT’s mortgage REIT risk governance; 8-K states no related-party transactions under Item 404(a) for new directors . |
| Parsons Corporation (PSN) | Defense/technology | Director | No apparent direct conflict with MITT’s mortgage REIT; provides governance rigor . |
| Huntington Health | Healthcare | Director | Not a customer/supplier to MITT; low conflict risk . |
| Western Asset Mortgage Capital (WMC) | Mortgage REIT | Former Director | Historical alignment and expertise; WMC assets integrated into MITT post acquisition . |
Expertise & Qualifications
- Financial expertise: Former Deloitte national managing partner; designated audit committee financial expert at MITT .
- Industry experience: Real estate and mortgage capital markets (WMC, PS Business Parks), risk oversight (Audit/ERM committees) .
- Governance leadership: NACD roles; multiple public and private boards; recognized for governance influence .
Equity Ownership (MITT)
- Beneficial ownership as of March 11, 2025: 57,808 shares; includes 43,223 common shares and 14,585 vested RSUs; less than 1% of outstanding; MITT common shares outstanding 29,658,830 .
- Stock ownership guidelines: Directors must hold shares equal to 4x the basic annual cash retainer (i.e., 4 × $70,000) within four years; all directors compliant or within grace period .
- Hedging/pledging policy: Directors prohibited from pledging or hedging MITT securities .
Insider transactions (Form 4 excerpts):
| Transaction Date | Type | Security | Qty | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-10-31 | J (Other) | RSUs | 459 | 15,900 | |
| 2025-10-01 | A (Award) | Common Stock | 2,747 | 51,345 | |
| 2025-07-31 | J (Other) | RSUs | 411 | 15,441 | |
| 2025-07-01 | A (Award) | Common Stock | 2,628 | 48,598 | |
| 2025-04-30 | J (Other) | RSUs | 445 | 15,030 | |
| 2025-04-01 | A (Award) | Common Stock | 2,747 | 45,970 | |
| 2025-01-31 | J (Other) | RSUs | 399 | 14,585 | |
| 2025-01-02 | A (Award) | Common Stock | 2,985 | 43,223 | |
| 2024-10-31 | J (Other) | RSUs | 356 | 14,186 | |
| 2024-10-01 | A (Award) | Common Stock | 2,638 | 40,238 | |
| 2024-07-31 | J (Other) | RSUs | 329 | 13,830 | |
| 2024-07-01 | A (Award) | Common Stock | 3,021 | 37,600 | |
| 2024-04-30 | J (Other) | RSUs | 417 | 13,501 | |
| 2024-04-01 | A (Award) | Common Stock | 3,311 | 34,579 | |
| 2024-01-31 | J (Other) | RSUs | 103 | 13,084 | |
| 2024-01-02 | A (Award) | Common Stock | 894 | 31,268 |
Governance Assessment
- Board effectiveness: Mitchell’s audit chair role and “financial expert” designation strengthen oversight of internal controls, financial reporting, and cybersecurity, critical for a mortgage REIT with complex securitization and whole-loan exposures .
- Independence and engagement: NYSE independence affirmed; committee independence standards met; attendance thresholds met; regular executive sessions indicate robust independent oversight .
- Ownership alignment: Director pay includes a majority equity component with lock-up during service; stock ownership guidelines (4× cash retainer) and prohibition on hedging/pledging enhance alignment and reduce misalignment risk .
- Conflicts/related-party exposure: No related party transactions disclosed for his COLB appointment; MITT’s external management by TPG Angelo Gordon is overseen by independent directors through established committee charters and risk processes; no pledging/hedging permitted .
- Compensation structure signals: Stable cash/equity mix; presence of chair fees suggests incentive for committee leadership; no performance metrics or discretionary bonuses for directors reduces risk of pay-for-nonperformance .
Supporting References
- MITT DEF 14A (Mar 21, 2025): Biography, independence, committees, audit report, director compensation, ownership, governance policies .
- MITT 10-Qs: Director fee structure and lock-up provisions (Q2 and Q3 2025) .
- MITT S-3 signatures: Confirmation of director status .
- COLB/PPBI filings on merger and board appointments; committee assignments and director compensation for COLB .