Lisa A. Pendergast
About Lisa A. Pendergast
Independent director of New York Mortgage Trust, Inc. since March 2018; age 63. Currently President and CEO of the Commercial Real Estate Finance Council (CREFC) since September 2016, with prior senior roles in CMBS strategy and structured finance at Jefferies, RBS Greenwich Capital, and Prudential Securities. Holds a B.A. in English Literature and Political Science from Marymount College of Fordham University. The Board affirms her independence under Nasdaq and company criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jefferies LLC | Managing Director, CMBS Strategy & Risk | 2009–June 2016 | Structured finance leadership; commercial credit expertise |
| RBS Greenwich Capital | Managing Director, CMBS Strategy | 2001–2009 | CMBS strategy; market-facing risk work |
| Prudential Securities | Managing Director, Financial Strategies Group | 1987–2000 | Structured products/strategies; senior leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Commercial Real Estate Finance Council (CREFC) | President & CEO | Sept 2016–present | Trade association (>300 member companies; >11,000 individual members) covering commercial and multifamily real estate finance |
Board Governance
- Committee assignments: Chair, Compensation Committee; member, Nominating & Corporate Governance Committee .
- Independence: Board determined Lisa A. Pendergast is independent (Nasdaq standards and company criteria) .
- Attendance: Board met 11 times in 2024; all directors attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Engagement: Independent directors met in executive session four times in 2024; Lead Independent Director is Steven G. Norcutt (reappointed in 2024) .
- Compensation Committee interlocks: None in 2024; no member was an employee or officer; no interlocking relationships with other companies’ comp committees .
Fixed Compensation
| Component | Amount | Period / Terms | Source |
|---|---|---|---|
| Annual cash retainer | $120,000 | $30,000 per quarter for non-employee directors (2024) | |
| Fees earned or paid in cash (Pendergast) | $120,000 | FY 2024 | |
| Meeting/committee fees | Not disclosed | Not specified in proxy |
Performance Compensation
| Grant Date | Award Type | Units/Shares | Grant-Date Fair Value | Vesting | DERs (Dividend-Equivalent Rights) |
|---|---|---|---|---|---|
| August 2024 | Deferred Stock Units (DSUs) | 18,462 | $120,000 | Vests June 11, 2025 (service-based to the day before next annual meeting) | $3,692 DERs as of 12/31/2024; DSUs earn DERs until settled; directors may elect settlement deferral (to Change in Control, 3-year anniversary, or earliest of those) |
Equity form change: DSUs were introduced as the director equity award form in 2024 .
Other Directorships & Interlocks
- No additional public-company directorships for Lisa A. Pendergast disclosed in the proxy .
- Compensation Committee interlock statement confirms no interlocks in 2024 .
Expertise & Qualifications
- Extensive experience across commercial and residential real estate markets; significant expertise in commercial credit and structured finance, underpinning Compensation Committee leadership and board effectiveness .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Lisa A. Pendergast | 72,947 | <1%* | Beneficial ownership includes 18,462 shares underlying DSUs granted under the 2017 Stock Plan |
- Director stock ownership guidelines: Non-employee directors must hold common stock equal to 3x annual cash retainer ($360,000); all non-employee directors either exceed this requirement or are within the five-year compliance window .
- Hedging/pledging: Company prohibits directors and officers from hedging or pledging company securities .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay vote approval: 47,452,684 For; 2,759,953 Against; 323,128 Abstain; 17,401,202 broker non-votes .
- Program changes in response to prior lower support and outreach include stronger alignment, elimination of positive discretion in 2024 AIP, and long-term PSU target adjustments; 2024 support improved to ~95% of shares voted .
Governance Assessment
- Strengths
- Independent director with deep structured finance expertise; serves as Compensation Committee Chair, a critical governance role for pay design and alignment .
- Board independence, executive sessions, and separation of Chair/CEO support robust oversight; presence of a Lead Independent Director enhances independent leadership .
- Clear, simple director pay structure with balanced cash ($120k) and equity ($120k DSU) and service-based vesting; stock ownership guidelines promote alignment .
- No related-party transactions in 2024; strong anti-hedging/anti-pledging policy reduces alignment risks .
- Shareholder responsiveness on executive pay; strong 2024 say-on-pay support .
- Potential risk indicators
- Equity award deferral to Change in Control is permitted for DSUs (settlement election), which can prolong alignment timing; however, DSUs continue accruing DERs and require service to vest, mitigating incentive misalignment .
- Ownership guideline compliance details by individual are not itemized; only aggregate compliance status disclosed .
- No disclosure of director-specific meeting/committee fees or chair fee differentials, limiting granularity of pay-for-role assessment .
Independence status affirmed; no conflicts identified; attendance and engagement strong—overall supportive of investor confidence .