Jason T. Serrano
About Jason T. Serrano
Jason T. Serrano is Chief Executive Officer of New York Mortgage Trust, Inc. (NYMT) and has served on the board since March 2019; he is 50 years old and previously served as President from January 2019 to December 2022 . His background includes leadership of mortgage investments at Oak Hill Advisors (Partner and Managing Director), principal roles in structured finance at Blackstone, distressed structured products at Fortress, and ratings analysis at Moody’s; he holds a B.S. from Oswego State University . NYMT’s pay-versus-performance disclosure shows cumulative TSR value of an initial $100 investment at $42.78 for 2024 (peer group $79.80), with economic return on adjusted book value of -11.9% and net loss attributable to common stockholders of $103.8 million; in 2023 TSR was $53.07 and economic return -12.8% . Management highlighted >60% year-over-year growth in adjusted interest income in 2024 alongside portfolio expansion in Agency RMBS and short-duration loans .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oak Hill Advisors, L.P. | Partner; Managing Director (ran mortgage investment business) | Partner Jan 2014–Dec 2018; MD Apr 2008–Dec 2013 | Built and led mortgage credit investing platform, sourcing and managing single-family and multi-family credit assets . |
| The Blackstone Group | Principal (led structured finance investment team) | Not disclosed | Led structured finance investments; capital markets and securitization expertise . |
| Fortress Investment Group | Vice President | 5 years | Managed $2B of distressed structured products and whole-loan portfolios . |
| Moody’s | Rating Analyst (CDOs and derivatives) | 5 years | Credit ratings and risk analytics across structured products . |
External Roles
No public-company board roles for Serrano beyond NYMT are disclosed; director biographies for other board members note their external boards, but Serrano’s only board role reported is at NYMT .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $825,000 | $875,000 | $875,000 |
| Target Bonus ($) | Not disclosed | $2,187,500 | $2,187,500 |
| Cash Incentives | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash Bonus ($) | $500,000 | $0 | $0 |
| Non-Equity Incentive Plan ($) | $742,500 | $1,093,750 | $957,031 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Component | Weighting | Metric/Thresholds | Target | Actual Achievement | Payout (% of Target) | Cash Payout ($) | Vesting |
|---|---|---|---|---|---|---|---|
| Quantitative – Absolute Adjusted TER | 37.5% | 4% threshold; 9% target; 14% max (payouts 0%, 50%, 100%, 200%) | 9% | Below threshold (4%) | 0% | $0 | N/A |
| Quantitative – Relative Adjusted TER | 37.5% | Percentile vs peer group (25th/55th/75th → 50%/100%/200%) | 55th percentile | Below threshold for payout | 0% | $0 | N/A |
| Qualitative | 25% | Leadership, retention, portfolio/financing progress, risk/capital preservation | Committee assessment | Determined at 175% | 175% of 25% slice → 43.75% of total | $957,031 | Paid in cash |
Notes:
- AIP weighting: 75% quantitative (split equally between absolute and relative Adjusted TER) and 25% qualitative .
- Total AIP payout equaled 44% of target ($957,031) due entirely to qualitative performance (quantitative paid 0%) .
Long-Term Equity Incentive Program (LTIP)
| Grant | Grant Date | Target/Granted | Vesting & Performance | Design Features |
|---|---|---|---|---|
| 2024 PSUs | Apr 10, 2024 | 184,642 target PSUs | 3-year performance period (Jan 1, 2024–Dec 31, 2026); earned 0–200% based on relative TSR percentiles (25th=50%, 55th=100%, 75th=200%) vs 18 mortgage REIT peers; cap at 100% if NYMT TSR is negative | Aligns to relative performance; dividend equivalents accrue until settlement; payout mirrors AIP hurdle rigor . |
| 2024 RSUs | Apr 10, 2024 | 123,095 RSUs | Time-based: 1/3 vests Jan 1, 2025; 1/3 Jan 1, 2026; 1/3 Jan 1, 2027 | Time-based retention equity; DERs on RSUs settle in cash upon vesting . |
Grant-date fair values:
| 2024 LTIP Value | RSUs ($) | PSUs ($) |
|---|---|---|
| Serrano | $855,510 | $1,056,152 |
Equity Ownership & Alignment
| Ownership Item | Amount | Value/Status |
|---|---|---|
| Beneficial Shares Owned | 320,828 shares | <1% of outstanding (“*” denotes less than 1%) |
| Unvested Restricted Stock/RSUs | 240,417 shares (detail below) | $1,456,927 at $6.06 per share (12/31/24) |
| Unearned PSUs (Target) | 338,450 shares | $2,051,007 at $6.06 per share (12/31/24) |
| 2022 Restricted Stock (RSA) | 14,664 vesting Jan 27, 2025 | Schedule below |
| 2023 Restricted Stock (RSA) | 10,990 vesting Jan 27, 2025; 10,989 Jan 27, 2026 | Schedule below |
| 2022 RSUs | 12,320 vesting Jan 1, 2025 | Schedule below |
| 2023 RSUs | 34,180 vesting Jan 1, 2025; 34,179 Jan 1, 2026 | Schedule below |
| 2024 RSUs | 41,032 vesting Jan 1, 2025; 41,032 Jan 1, 2026; 41,031 Jan 1, 2027 | Near-term vesting events |
| Anti-hedging/pledging | Prohibited for directors and officers; short-selling banned; minimum six-month holding for open-market purchases | Reduces hedging/pledging misalignment risk |
| Executive Ownership Guidelines | CEO and President must hold ≥5x base salary; compliance or within five-year window affirmed | Alignment policy; sale restrictions if non-compliant |
Detailed vesting schedule (unvested RSUs/RSA as of Dec 31, 2024):
| Award Type | Grant Date | Unvested Units | Vest Dates/Amounts |
|---|---|---|---|
| RSA | Jan 27, 2022 | 14,664 | Jan 27, 2025: 14,664 |
| RSA | Jan 27, 2023 | 21,979 | Jan 27, 2025: 10,990; Jan 27, 2026: 10,989 |
| RSU | Jan 27, 2022 | 12,320 | Jan 1, 2025: 12,320 |
| RSU | Apr 25, 2023 | 68,359 | Jan 1, 2025: 34,180; Jan 1, 2026: 34,179 |
| RSU | Apr 10, 2024 | 123,095 | Jan 1, 2025: 41,032; Jan 1, 2026: 41,032; Jan 1, 2027: 41,031 |
Notes:
- Proxy notes that beneficial ownership excludes 370,453 unvested RSUs and 719,766 unvested PSUs (aggregate targets from 2023–2025 grants), indicating significant unvested equity exposure and retention hooks .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement & Term | Employment agreement effective Jan 1, 2022; automatic one-year renewals unless notice of non-renewal ≥90 days before expiration . |
| Compensation Eligibility | Base salary subject to future increases; annual Bonus Plan adopted by Mar 31 each year; eligible for annual LTIP awards under 2017 Stock Plan . |
| Severance – Without Cause/Good Reason/Non-Renewal | Lump sum equal to 2x (base salary + average annual incentive for preceding two years); 18 months COBRA reimbursements; acceleration of unvested equity with PSUs subject to performance through end of period . |
| Non-Compete/Non-Solicit | One-year post-employment non-compete and non-solicit; confidentiality covenants . |
| Death/Disability | Death: base salary + target bonus for year of termination; acceleration of equity (PSUs remain subject to performance through period); 18 months continued benefits to survivors . Disability: COBRA reimbursements up to 18 months; acceleration of equity (PSUs subject to performance through period) . |
| Change in Control | No compensation is due solely upon a change in control; executive awards have double-trigger vesting (no single-trigger acceleration) . |
| Clawback | Board adopted Nasdaq-compliant clawback policy Nov 10, 2023 to recover erroneously awarded incentive-based comp upon restatement . |
Illustrative termination payments (as of Dec 31, 2024):
| Scenario | Salary | Non-Equity Incentive (Target) | Stock Awards Value | Benefits | Total |
|---|---|---|---|---|---|
| Death | $875,000 | $2,187,500 | $3,507,934 | $29,711 | $6,600,145 |
| Disability | — | — | $3,507,934 | $51,734 | $3,559,668 |
| Without Cause/Good Reason | — | — | $3,507,934 | $51,734 | $8,053,418 (includes 2x cash severance of $4,493,750) |
Board Governance
- Board service: Director since 2019; CEO since Jan 1, 2022; Chair role is separate, with Steven R. Mumma as Board Chair; independent Lead Director (Steven G. Norcutt) oversees executive sessions and independence processes .
- Committee roles: Audit, Compensation, and Nominating & Corporate Governance Committees are fully independent; Serrano, as CEO, is not listed as a member of these committees .
- Independence and meetings: Five of seven directors are independent; independent directors met in executive session four times in 2024; all directors attended ≥75% of meetings and the 2024 annual meeting .
- Dual-role implications: Separation of Chair and CEO plus Lead Independent Director mitigates concentration of power; double-trigger vesting further limits windfall on change in control .
Director Compensation (Serrano)
Serrano receives no additional director compensation; he is compensated solely as an officer. Non-employee directors receive $30,000 per quarter in cash and equity awards (~$120,000 in DSUs), with DERs and optional deferral; DSUs vest the day before the subsequent annual meeting . Director stock ownership guidelines require holdings equal to 3x annual cash retainer ($360,000); compliance periods and sale restrictions apply if not compliant .
Compensation Peer Group and Committee Practices
- Peer group: Arbor Realty Trust, MFA Financial, Brightspire Capital, PennyMac Financial Services, Chimera Investment, Redwood Trust, Dynex Capital, Two Harbors, Hannon Armstrong, Walker & Dunlop, Ladder Capital; market caps $700mm–$4.5bn as of Dec 31, 2023 (NYMT $773mm) .
- Positioning: LTIP target sizes set below median peers → total direct compensation between 25th–50th percentile for peers; 2024 PSU design tightened (TSR cap at 100% if negative; target up to 55th percentile) in response to shareholder feedback .
- Consultant: Pearl Meyer serves as independent advisor; independence assessed and affirmed; benchmarking performed periodically (previously also FPL) .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay approval was ~62% (down vs prior years); following outreach and program changes (e.g., reduced positive discretion, stricter PSU hurdles), 2024 say-on-pay approval rose to ~95% .
- Ongoing engagement with top holders (~31% of outstanding shares engaged) guided risk oversight and compensation design focus .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – $100 initial value | $63.89 | $70.69 | $56.00 | $53.07 | $42.78 |
| Peer Group TSR – $100 initial | $81.23 | $93.93 | $68.94 | $79.52 | $79.80 |
| Net (Loss) Income to common ($000s) | $(329,696) | $144,176 | $(340,577) | $(90,035) | $(103,785) |
| Economic Return on Adjusted Book Value (%) | (14.5)% | 8.7% | (7.4)% | (12.8)% | (11.9)% |
Additional operational note: Adjusted interest income increased by more than 60% year-over-year in 2024 as management pivoted toward Agency RMBS and short-duration loans while preserving liquidity .
Compensation Structure Analysis
- Mix shifts: Base salary ~22% of CEO total compensation in 2024; ~52% of CEO compensation delivered via performance-based incentives and awards (including PSUs and AIP) .
- AIP rigor: Introduction and retention of dual Adjusted TER hurdles (absolute and relative) limited payouts when absolute performance was below threshold; 2024 quantitative paid 0% .
- PSU tightening: 2024 PSUs capped at 100% when TSR is negative; target percentile raised to 55th; aligns long-term pay to relative value creation and avoids above-target payouts in down markets .
- Clawback and anti-hedging/pledging policies strengthen alignment and reduce risk behaviors .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited—reduces misalignment risk from collateralized share loans or hedging .
- Change-in-control: No single-trigger payouts; double-trigger vesting limits windfalls .
- Clawback: Adopted Nov 2023—mandatory recovery of erroneously awarded incentive comp upon restatement .
- Related-party transactions: None material reported for 2024 .
- Say-on-Pay: 2023 low approval addressed through program changes; 2024 approval rebounded to ~95% .
Equity Ownership & Insider Selling Pressure Indicators
- Near-term vesting events in early 2025: Jan 1 (~41,032 RSUs) and Jan 27 (~25,654 RSA/RSU equivalents) could create tax-driven sales; however, anti-pledging and ownership guidelines constrain discretionary selling if non-compliant .
- DER cash settlements: RSU/PSU DERs provide cash upon vesting; CEO DERs settled $125,195 in 2024, indicating recurring cash inflows alongside dividend policy .
Employment Economics – Severance/Change-in-Control
- Severance multiple: 2.0x (salary + average bonus of prior two years) in a without cause/good reason termination (CEO); equity accelerates but PSUs remain performance-tested through period .
- No CIC-only payouts: Reinforces double-trigger structure; mitigates takeover windfalls .
Expertise & Qualifications
- Deep mortgage and structured finance experience across OHA, Blackstone, Fortress, and Moody’s; board service since 2019 bridges management and board .
Compensation Committee Analysis
- Independent oversight with Pearl Meyer; benchmarking against defined peer group; total direct compensation positioned below median peers due to smaller LTIP grants, reflecting expense discipline and shareholder feedback .
Investment Implications
- Alignment: Strong ownership policies (≥5x salary), anti-pledging/hedging, and clawback reduce agency risk; double-trigger vesting curtails CIC windfalls .
- Retention: Significant unvested RSUs/PSUs and one-year post-employment restrictive covenants support retention; upcoming 2025 vestings are notable, potentially creating tax-related selling flows around vest dates .
- Pay-for-performance: 2024 AIP zero quantitative payout and tightened PSU design signal increased rigor; however, absolute economic returns remain negative, and TSR trails peers—continued execution on portfolio repositioning and adjusted interest income growth will be key to unlocking PSU payouts and improving relative TSR .
- Turnover cost: CEO termination without cause/good reason would likely entail >$8.0 million in total payments as of 12/31/24, indicating meaningful financial impact of leadership change .
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