Nicholas Smith
About Nicholas Smith
Nicholas Smith is Chief Investment Officer (CIO) of AG Mortgage Investment Trust, Inc. (MITT) since April 2021 and has served on MITT’s Board since October 2022; age 44; B.A. in Mathematical Economics from Colgate University . Prior to TPG Angelo Gordon, he led Non‑Agency RMBS and ABS trading at Bank of America Securities and earlier held mortgage trading/structuring roles at Guggenheim Capital Markets and Bear Stearns, building BofA’s Whole Loan Purchase Program and leading disposition of credit‑sensitive loans for the Legacy Assets & Servicing Group . Company performance during his tenure shows rising cumulative TSR and net income on proxy “Pay vs Performance” disclosure (see table below) .
Company Performance Metrics
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Stockholder Return (cumulative) | 35.6% | 58.7% |
| Net Income ($) | $53,784,000 | $55,737,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America Securities | Non‑Agency RMBS & ABS Trading Desk Head | Not disclosed | Built Whole Loan Purchase Program; led disposition of credit‑sensitive loans for Legacy Assets & Servicing Group |
| Guggenheim Capital Markets | Director, Residential Mortgage Trading & Banking | Not disclosed | Trading/banking roles across mortgage products |
| Bear, Stearns & Co. | Residential Mortgage Finance & Trading | Not disclosed | Structuring/trading across non‑agency asset classes |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arc Home (MITT‑affiliated originator/servicer) | Board Member | Not disclosed | Governance oversight at mortgage originator and GSE‑licensed servicer aligned with MITT strategy |
Board Service & Governance
- Board service: Director since Oct 1, 2022; executive (CIO) and director dual‑role (not independent) .
- Committee roles: MITT’s Audit, Compensation, and Nominating committees are composed exclusively of independent directors; Smith is not listed as a committee member .
- Independence/dual‑role implications: Governance mitigants include independent Non‑Executive Chair, majority independent board, independent committee structure, executive sessions without management, and director compensation lock‑up for non‑employee directors .
- Director pay: Employees of the Manager (including Smith) do not receive director compensation from MITT .
Fixed Compensation
MITT is externally managed; NEOs, including Smith, do not receive cash compensation from the Company. Compensation is paid by TPG Angelo Gordon (the Manager) and not determined by MITT.
- Company‑paid compensation to Smith: None in 2022–2024; “Neither Mr. Smith nor Mr. Parks received any compensation from us” .
- Manager‑paid aggregate for NEOs (context): For 2024, NEOs as a group received $0.6m base salary and $5.7m performance‑based bonuses from the Manager; 9.7% salary, 90.3% bonus (based on time allocation to MITT) .
- Manager approach: No specific formula; variable pay considers role, contribution, and market practices; no compensation consultant in 2024 .
- Pensions/deferred comp: None provided by MITT .
Performance Compensation
- Company equity awards to Smith: None; MITT granted 2024 restricted stock only to CFO and General Counsel; no options outstanding to NEOs .
- Manager incentive alignment: MITT pays a management fee based on stockholders’ equity and an incentive fee largely tied to adjusted net income; incentive fee payable in cash or shares at Board’s option .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Ownership Guideline Status |
|---|---|---|---|
| Nicholas Smith | 166,666 | <1% | Exec guideline requires ≥5,000 shares; all execs currently compliant |
- Pledging/hedging: Policy prohibits pledging, margin accounts, and hedging (swaps, collars, PVF contracts, exchange funds) for directors and executive officers .
- Vested vs. unvested: Not disclosed for Smith; CFO/GC hold unvested restricted shares vesting ratably over 3 years starting Jan 13, 2026 .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date (CIO) | Effective April 12, 2021 |
| Contract term/expiration | No employment agreements for NEOs; serve at Board’s discretion |
| Severance | None owed by MITT upon termination |
| Change‑of‑control | No cash/change‑in‑control payments to NEOs; accelerated vesting applies only to 2024 restricted stock awards (CFO/GC), not applicable to Smith |
| Non‑compete / non‑solicit | Not disclosed |
Compensation Committee Analysis
- Composition: Independent directors only—Peter Linneman (Chair), Debra Hess, Matthew Jozoff, Lisa G. Quateman; prospective member Dianne Hurley also independent .
- Scope: Evaluates executive performance, reviews any Company‑paid comp (none for Smith), administers equity plans, oversees director pay, reviews Manager fees .
- Conflicts management: Related Person Transaction Policy and Board‑approved investment/conflict parameters for TPG Angelo Gordon; independent directors review compliance periodically .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote: MITT provides annual advisory votes on executive compensation; Board recommends “FOR” .
- Pay vs Performance disclosure: Provided for 2023–2024; average non‑PEO NEO CAP rose to $166,250 in 2024 solely due to CFO/GC 2024 equity grants; TSR and net income increased YoY (see performance table) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- External manager structure may pose inherent conflicts; formal policies/independent oversight in place .
- No Company employment contracts, severance, or CoC cash—retention rests with Manager policies rather than Company obligations .
- No Company equity awards outstanding for Smith—limited near‑term vesting‑related selling pressure .
Investment Implications
- Alignment: Smith beneficially owns 166,666 shares and meets executive ownership guidelines; prohibitions on hedging/pledging reduce misalignment risk .
- Retention risk: Absence of Company employment agreements, severance, or CoC cash suggests retention levers are primarily at TPG Angelo Gordon; governance oversight mitigates but does not eliminate external‑manager incentive drift risk .
- Governance quality: Dual‑role CIO/director is balanced by majority independent board, independent Non‑Executive Chair, and independent committees with annual self‑assessments .
- Trading signals: No Company equity grants to Smith and a no‑pledge/no‑hedge policy imply limited forced selling from vesting or margin; monitor Form 4 filings for discretionary sales, especially around plan approvals (e.g., 2025 equity plan) and earnings .