T.J. Durkin
About T.J. Durkin
T.J. Durkin, age 42, is Chief Executive Officer (since Oct 2022) and President (since Apr 2021) of AG Mortgage Investment Trust (MITT) and has served as a director since 2018; he is a Managing Director at TPG Angelo Gordon, leading Structured Credit & Specialty Finance, and holds a B.S. in Finance from Fordham University . Under his leadership, MITT reported FY2024 economic return on equity of 11.7% with book value per share up 4.3% and dividends of $0.75 covered by EAD of $0.76; Q1 2025 produced a 2% quarterly economic return with book value stable at $10.65 and the common dividend increased 5.3% to $0.20; TSR values disclosed were 35.6% (2023) and 58.7% (2024) per the proxy’s Pay vs Performance table . Management also highlighted successful execution on securitizations, low economic leverage (~1.4–1.6x), and accretive integration of the WMC acquisition, with total shareholder returns since WMC close exceeding 50% by Dec 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TPG Angelo Gordon | Managing Director; Head of Structured Credit & Specialty Finance; co-PM of structured credit portfolios | 2008–present | Leads platform providing MITT with sourcing, securitization, asset management, and financing advantages . |
| AG Mortgage Investment Trust (MITT) | Chief Investment Officer | Oct 2017–Apr 2021 | Drove transition across non-agency strategies; foundation for current securitization program . |
| AG Mortgage Investment Trust (MITT) | President | Apr 2021–present | Oversees day-to-day execution and portfolio rotation . |
| AG Mortgage Investment Trust (MITT) | Chief Executive Officer | Oct 2022–present | Delevered to ~1.4x–1.6x, expanded into home equity, increased dividend, delivered positive ER/ROE . |
| Bear, Stearns & Co. | Managing Director, Non-Agency Trading Desk | Prior to 2008 | Structured/traded subprime, Alt-A, second lien, and small balance commercial; core expertise in mortgage credit . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Arc Home LLC (MITT-affiliated originator/servicer) | Board Member | Current . |
| VE International (non-profit) | Board Member | Current . |
| Fordham University | President’s Council Member | Current . |
Fixed Compensation
MITT is externally managed; executive officers (including the CEO) are employees of TPG Angelo Gordon (the Manager). MITT did not pay salary, bonus, or company equity to the CEO or other NEOs in 2022–2024, except 2024 time-based equity grants to the CFO and General Counsel; the CEO received no company-paid compensation in 2023–2024 .
| Year | Company-paid Salary ($) | Company-paid Bonus ($) | Company-paid Stock/Options ($) | Notes |
|---|---|---|---|---|
| 2022 | 0 | 0 | 0 | No company-paid NEO compensation in 2022 . |
| 2023 | 0 | 0 | 0 | CEO line shows no company-paid compensation . |
| 2024 | 0 | 0 | 0 | CEO line shows no company-paid compensation; equity grants went to CFO/GC . |
Additional disclosure: For 2024, based on time allocated to MITT, NEOs as a group received $0.6m base salary and $5.7m performance-based bonuses from the Manager (not paid by MITT), representing 9.7% salary and 90.3% bonus, and collectively 83% of MITT management fees; MITT reimbursed a portion of CFO/GC/other non-investment personnel compensation to the Manager as per the management agreement .
Performance Compensation
- Company equity awards: In Nov 2024 the Compensation Committee granted 130,000 restricted shares (time-vested) to CFO/GC/others; the CEO received no 2024 equity grant .
- Equity plan design: 2025 Equity Incentive Plan enables options, RSUs, SARs, and performance awards with double-trigger change-in-control vesting; repricing options/SARs requires shareholder approval; awards can use a broad set of financial performance criteria .
- External manager incentive: Manager earns 15% of cumulative adjusted net income above an 8% (cumulative, non-compounding) hurdle since Nov 22, 2021; no incentive fee was earned in 2023 or 2024 .
| Incentive type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| MITT 2024 NEO RS (CFO/GC) | Time-based (no performance metric) | N/A | N/A | 50,000 shares each granted 12/18/24 (fair value $347,500 each) | Ratable over 3 years beginning Jan 13, 2026 . |
| Manager Incentive Fee | Cumulative Adjusted Net Income above 8% hurdle (since 11/22/2021) | 100% | Hurdle=8% cumulative return on equity base | $0 incentive fees for 2023 and 2024 | Paid annually in cash or stock at Board option . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/11/2025) | 372,832 shares (1.3% of common shares outstanding) . |
| Vested vs. unvested | No company-granted unvested awards reported for the CEO as of 12/31/2024 . |
| Stock ownership guidelines | Executives (including CEO) must hold at least 5,000 shares; executives are in compliance . |
| Pledging/hedging | Prohibited for directors and executive officers . |
| Director share lock-up | Restricted stock issued to non-employee directors may not be sold during Board service (CEO receives no director pay) . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | None with any NEOs; no company severance obligations . |
| Change-in-control (2024 awards) | RS grants fully vest upon death/disability; “Qualifying Manager Termination”; or, if not assumed/substituted, upon change in control . |
| 2025 Plan CIC | Double-trigger: if awards assumed, full acceleration only upon termination without Cause within 18 months after CIC; if not assumed, awards fully accelerate . |
| Clawback | Executive officer incentive compensation clawback adopted effective Dec 1, 2023 under SEC/NYSE rules . |
| Non-compete / non-solicit | Not disclosed. |
| Manager agreement | Base fee: 1.50% of Stockholders’ Equity per annum; incentive fee as above; 2024 base fees of $7.5m with $1.8m waived; auto-renews annually; Manager entitled to termination fee under certain circumstances . |
| Reimbursements | MITT reimbursed $6.8m of allocable compensation/overheads in 2024 (with $1.1m waived) including allocable CFO/GC/other non-investment personnel costs . |
Board Governance
- Board service: Director since 2018; nominated for re-election in 2025; board size reduced to six nominees (including Durkin) for the 2025 meeting .
- Roles and independence: CEO/President and director; committees (Audit, Compensation, Nominating) are comprised exclusively of independent directors; Chair is a Non-Executive (Debra Hess), separating CEO and Chair roles .
- Attendance: The Board met 12 times in 2024; each director attended at least 75% of Board and assigned committee meetings; independent directors meet in executive session at least quarterly .
- Director fees: Employees of the Manager (including Durkin) receive no director compensation from MITT .
Director Compensation (context; Durkin receives none)
| 2024 director pay policy | Amount |
|---|---|
| Non-employee director annual base | $150,000 ($70,000 cash; $80,000 restricted stock) . |
| Non-Exec Chair additional retainer | $60,000 ($30,000 cash; $30,000 restricted stock) . |
| Committee chair fees | Audit $25,000; Compensation $10,000; Nominating $10,000 . |
| Employee-directors (e.g., CEO) | No director compensation paid by MITT . |
Related Party Transactions (affiliates)
| Transaction | 2024 Amount | Notes |
|---|---|---|
| Asset management fees to Red Creek Asset Management (TPG Angelo Gordon affiliate) | $2.7 million | Third-party valued fee basis; $2.8m in 2023 . |
| Loans sold by Arc Home to MITT | $432,543,000 UPB | 2024 unpaid principal balance; Arc Home is partially owned/affiliated; also sold $429,107,000 to TPG AG-managed funds in 2024 . |
| Committed forward purchases from Arc Home | $67.2 million UPB | Commitments outstanding as of 12/31/2024 (derivative classification) . |
| Affiliated securities purchases (examples) | $0.3–$4.8 million | Executed under Affiliated Transactions Policy using competitive/third-party pricing . |
MITT discloses Related Person and Affiliated Transactions policies with independent director oversight and quarterly reporting to the Audit Committee .
Performance & Track Record (during Durkin’s tenure)
| Metric / Action | Detail |
|---|---|
| FY2024 economic return | 11.7% ER; book value +4.3% YoY; EAD $0.76 covered dividends $0.75 . |
| Q4 2024 | Book value +0.6% to $10.64; 2.4% ER; EAD $0.18; Arc Home profitable in Dec . |
| Q1 2025 | Book value ~$10.65; 2% quarterly ER; dividend raised to $0.20 (+5.3%) and covered by $0.20 EAD . |
| Leverage discipline | Economic leverage ~1.4–1.6x; low warehouse usage via programmatic securitizations . |
| Strategic rotation | Early mover into home equity/second liens; co-sponsored ~$492m closed-end second securitization, retained $26m non-Agency RMBS; increased allocation to home equity . |
| WMC acquisition impact | “Resounding success” with scale gains; TSR >50% from close to Dec 2024 . |
| TSR disclosures (proxy) | 2023: 35.6%; 2024: 58.7% (value of $100 investment framework) . |
Compensation Committee Analysis
- Composition: Independent directors only; 2024 members included Peter Linneman (Chair), Matthew Jozoff, Debra Hess, and Lisa Quateman .
- Consultants: No compensation consultant was retained for NEO or director compensation in 2024; proxy solicitation handled by D.F. King for ~$9,000 plus expenses (not a comp consultant) .
Equity Plan Design and Vesting Schedules (pressure assessment)
| Item | Detail |
|---|---|
| 2024 time-based RS grants (CFO/GC) | 50,000 shares each granted 12/18/2024; vest ratably in three annual installments beginning Jan 13, 2026 . |
| CEO outstanding awards | None reported as of 12/31/2024 . |
| 2025 Equity Incentive Plan | 800,000 new shares plus rollovers; permits options/RSUs/SARs; double-trigger CIC; no option/SAR repricing without shareholder approval . |
Interpretation: With no unvested CEO awards and a policy prohibiting pledging/hedging, near-term insider selling pressure appears limited; director equity for non-employee directors is locked during service; executives must hold at least 5,000 shares (CEO holds ~372.8k) .
Board Service History, Committees, and Dual-role Implications
- Service history: Director since 2018; executive roles since 2021 (President) and 2022 (CEO) .
- Committee roles: Committees are independent-only; Durkin does not serve on Audit/Compensation/Nominating, aligning with best practice separation .
- Dual-role implications: CEO also serves as director, but MITT separates Chair and CEO with an independent Non-Executive Chair; majority-independent board, independent committee structure, and quarterly executive sessions provide counterbalance to management influence .
Investment Implications
- Alignment: Significant personal ownership (1.3% of shares), mandatory ownership guidelines, and prohibitions on pledging/hedging support alignment; absence of company-paid cash comp and no CEO equity grants reduce direct sell-down risk; manager incentive fee tied to adjusted net income above an 8% hurdle did not pay out in 2023–2024, limiting short-term incentive risk .
- Retention/transition: No employment agreement or severance at the company level; retention is primarily via Manager employment; however, long tenure at TPG Angelo Gordon (since 2008) mitigates immediate turnover risk; equity acceleration on certain events exists for award holders (CFO/GC), not the CEO .
- Execution: Demonstrated book value protection, disciplined leverage, dividend growth, and programmatic securitizations; expansion into home equity with co-sponsored securitizations positions MITT for diversified earnings; WMC integration contributed to scale and TSR uplift .
- Governance/related parties: Independent committees, separated Chair/CEO, and formal related party/affiliated transaction policies with quantitative disclosures (Arc Home, Red Creek) help manage conflicts inherent in the external management model; continued monitoring warranted given the scale of affiliate transactions and manager fee structure .
Note: All data reflect the latest MITT filings and disclosures cited above.