Michael B. Clement
About Michael B. Clement
Michael B. Clement is an independent director of New York Mortgage Trust, Inc. (NYMT), serving on the Board since 2016. He is 68, retired in 2024 as a Professor of Accounting at the University of Texas at Austin, and is designated by NYMT’s Board as an “audit committee financial expert.” His background spans academia and senior finance roles, including Goldman Sachs (VP, Global Investment Research), Citicorp (VP, Capital Planning & Analysis; Audit Division manager), and Deloitte Haskins & Sells; he holds a B.B.A. (Baruch), an M.B.A. (University of Chicago), and a Ph.D. in Accounting (Stanford) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Texas at Austin | Professor/Department Chair (various roles) | 1997–2024 | Senior academic leadership; accounting expertise |
| Harvard Business School | Visiting Professor of Business Administration | Not disclosed | Academic contribution |
| Goldman Sachs & Co. | Vice President, Global Investment Research | 2002–2004 | Sell-side research leadership |
| Citicorp | VP, Capital Planning & Analysis; Manager, Audit Division | 1988–1991; 1982–1986 | Financial planning; audit management |
| Deloitte Haskins & Sells | Senior Assistant Accountant | Prior to Citicorp | Audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Equitable complex of funds (multiple funds) | Director; Audit Committee member | Current | Considered one “public company” for audit committee service count by NYMT Board |
Board Governance
- Independence status: Independent director (one of five independents on a seven-member Board) .
- Committees: Audit Committee (member; “audit committee financial expert”); Compensation Committee (member) .
- Attendance: In 2024, the Board held 11 meetings and all directors attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Independent director executive sessions: Four in 2024; led by the Lead Director .
- Director since: 2016 .
Director election support (investor confidence signal)
| Year/Meeting | For | Against | Abstain |
|---|---|---|---|
| 2024 Annual Meeting (Jun 24, 2024) | 48,743,100 | 1,580,248 | 212,417 |
| 2025 Annual Meeting (Jun 12, 2025) | 51,511,237 | 1,320,883 | 221,857 |
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Cash retainer ($30,000 per quarter) | $120,000 |
Notes: NYMT’s 2024 non-employee director program provided a $30,000 per quarter cash retainer; directors could elect to receive all or a portion in shares .
Performance Compensation
| Grant | Instrument | Shares/Units | Grant-Date Fair Value | Vesting | Other Features |
|---|---|---|---|---|---|
| Aug 2024 | Deferred Stock Units (DSUs) | 18,462 | $120,000 | Vests June 11, 2025 (day before 2025 AGM) | DSUs include dividend equivalent rights (DERs). Vested DSUs can be deferred to change-in-control or 3rd anniversary; DERs accrue until settlement . |
- DERs accrued as of 12/31/2024: $3,692 (associated with the 18,462 DSUs) .
- Performance metrics: None disclosed for directors (time-based vesting schedule only) .
Other Directorships & Interlocks
| Company/Complex | Role | Committee Roles | Potential Interlock Risk |
|---|---|---|---|
| Equitable complex of funds (multiple funds) | Director | Audit Committee | Counted as one public company for audit committee service cap; NYMT states none of its Audit Committee members serve on >3 public co audit committees . |
Expertise & Qualifications
- Degrees: B.B.A. in Accounting (Baruch), M.B.A. in Finance (University of Chicago), Ph.D. in Accounting (Stanford) .
- Designations: NYMT Board “audit committee financial expert” .
- Domain expertise: Accounting, sell-side research, corporate finance, internal audit .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 82,631 shares; includes 18,462 shares underlying DSUs; <1% of class as of April 17, 2025 |
| Unvested awards | 18,462 unvested DSUs as of 12/31/2024 (vest 6/11/2025) |
| DERs | $3,692 DERs associated with unvested DSUs as of 12/31/2024 |
| Hedging/pledging | Directors and officers prohibited from hedging or pledging NYMT securities |
| Director ownership guidelines | 3x annual cash retainer ($360,000) target; all non-employee directors either exceed or are within the 5-year compliance window |
Insider Trades (last 12 months)
| Date | Filing | Summary |
|---|---|---|
| Jun 12, 2025 | Form 4 | Reported director equity award activity consistent with annual DSU grant cycle |
Say-On-Pay & Shareholder Feedback (context)
- 2023 say-on-pay approval was 62% (for 2022 pay), prompting program changes; 2024 approval rose to ~95% (for 2023 pay) after adjustments .
- 2025 say-on-pay vote results: For 50,840,821; Against 1,801,297; Abstain 411,859 .
- 2025 say-on-frequency vote: Annual frequency received the most votes (51,785,971) .
Related-Party Transactions
- NYMT disclosed no material related-party transactions during 2024; a related person transaction policy requires Audit Committee review/approval for any such transactions .
Compensation Committee Practices (governance)
- Compensation Committee (of which Clement is a member) uses independent consultant Pearl Meyer; Committee assessed Pearl Meyer as independent and without conflicts .
- The Committee reviews and recommends non-employee director compensation annually; DSUs were introduced as the equity vehicle for directors in 2024 .
Governance Assessment
-
Positives for investor confidence:
- Independence and dual committee service (Audit; Compensation), with “audit committee financial expert” designation .
- Strong re-election support in 2024 and 2025; robust say-on-pay support in 2024–2025 at the company level .
- Good attendance (≥75%), active independent executive sessions (4 in 2024), and robust anti-hedging/anti-pledging policy .
- No related-party transactions disclosed for 2024 .
- Director ownership guidelines in place; all non-employee directors either meet or are within the compliance window .
-
Watch items:
- Director equity is time-based (not performance-conditioned), typical for REITs, but places emphasis on ownership alignment rather than performance hurdles .
- External time commitments include serving on multiple funds in the Equitable complex; NYMT counts the complex as one public company for audit committee service limits, and states none of its Audit Committee members serve on >3 audit committees .
-
Broader governance context:
- NYMT maintains majority independent Board, separate Chair/CEO, Lead Independent Director, majority voting standard, prohibition on hedging/pledging, and no poison pill .