Nicholas Mah
About Nicholas Mah
Nicholas Mah is President of New York Mortgage Trust (NYMT), appointed effective January 1, 2023. He joined NYMT in July 2018 as a Managing Director responsible for portfolio management and trading of mortgage securities and whole loans. He holds a B.S. from Carnegie Mellon University (University Honors) and is 43 years old . Company performance during his tenure as a Named Executive Officer shows cumulative TSR (value of $100 initial investment) of $53.07 in 2023 and $42.78 in 2024, with 2024 net loss attributable to common stockholders of $103.8 million and economic return on adjusted book value of -11.9% . NYMT ties pay strongly to Adjusted TER (annual incentive) and relative TSR (PSUs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New York Mortgage Trust | Managing Director (portfolio management and trading of mortgage securities and whole loans) | Jul 2018–Dec 2022 | Led portfolio management and trading of mortgage securities and whole loans, setting foundation for later elevation to President . |
| Oak Hill Advisors (OHA) | Portfolio Manager and Managing Director; founding member of OHA’s mortgage business | 2008–2018 | Built and led OHA’s mortgage strategy across portfolio management, trading, and financing of residential mortgage securities and whole loans . |
| The Blackstone Group | Investment roles (asset management, investment analysis, trading) | Pre‑2008 | Worked across distressed securitized product sectors, building structured credit expertise . |
| Fortress Investment Group | Investment roles (asset management, investment analysis, trading) | Pre‑2008 | Worked across distressed securitized product sectors, contributing to mortgage/credit skill set . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Mah in the 2025 proxy . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Cash Incentive ($) |
|---|---|---|---|
| 2024 | 685,000 | 1,712,500 | 749,219 |
| 2023 | 625,000 | 1,562,500 | 781,250 |
- Mr. Mah’s target bonus was increased in 2024 as a function of his increased base salary; target bonus multiples were otherwise unchanged across NEOs .
Performance Compensation
2024 Annual Incentive Plan (AIP) – Structure, Metrics, Payouts
| Component | Weighting | Metric Design | Threshold | Target | Maximum | 2024 Actual | Payout vs Component | Notes |
|---|---|---|---|---|---|---|---|---|
| Quantitative – Absolute Adjusted TER | 37.5% | Adjusted TER (absolute) | 4% → 50% of target | 9% → 100% | 14% → 200% | -11.9% Adjusted TER | 0% | No payout as absolute below threshold . |
| Quantitative – Relative Adjusted TER | 37.5% | Adjusted TER (relative to 18 mREIT peers) | 25th pct → 50% | 55th pct → 100% | 75th pct → 200% | Ranked 17th of the peer set | 0% | No payout as below 25th percentile . |
| Qualitative | 25.0% | Strategic/leadership objectives | 50% | 100% | 200% | Committee assessed at 175% | 175% of the qualitative 25% | Recognized leadership amidst portfolio expansion and higher adjusted interest/recurring income . |
- Total 2024 AIP payout for Mr. Mah was 44% of target, equating to $749,219 paid in cash .
- AIP metrics/weightings: 75% quantitative (split equally between absolute and relative Adjusted TER) and 25% qualitative .
Long‑Term Equity Incentive (2024 Awards)
| Award | Grant Date | Target/Units | Vesting/Performance | Key Terms |
|---|---|---|---|---|
| PSUs (2024 tranche) | 4/10/2024 | 144,549 target PSUs | Performance period 1/1/2024–12/31/2026; relative TSR vs 18 mREIT peers; payouts 0%–200% of target at 25th/55th/75th percentiles; capped at 100% if Company TSR is negative . | DERs accrue on PSUs; settlement in shares upon certification . |
| RSUs (2024 tranche) | 4/10/2024 | 96,366 RSUs | Time‑vest: 1/3 on 1/1/2025, 1/3 on 1/1/2026, 1/3 on 1/1/2027 . | Time‑based vesting under 2017 Plan . |
Outstanding PSU Targets (as of 12/31/2024)
| Grant | Target PSUs Outstanding | Performance Period End |
|---|---|---|
| 2023 PSUs (granted 4/25/2023) | 109,863 | 12/31/2025 |
| 2024 PSUs (granted 4/10/2024) | 144,549 | 12/31/2026 |
| Total target PSUs outstanding | 254,412 | — |
Equity Ownership & Alignment
Beneficial Ownership (as of April 17, 2025)
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding Reference |
|---|---|---|---|
| Nicholas Mah | 207,007 | * (<1%) | 90,298,221 shares outstanding |
- Anti‑hedging and anti‑pledging: Directors and executive officers are prohibited from hedging, short‑selling or pledging Company securities .
- Executive stock ownership guideline: President required to hold Company stock equal to at least 5x base salary; executives have 5 years from adoption or role appointment to comply; management either complies or is within the compliance window as of the proxy date .
Unvested and Unearned Equity (12/31/2024)
| Category | Units/Shares | Valuation Basis | Value |
|---|---|---|---|
| Time‑based (RSA/RSU) unvested | 172,413 | $6.06/share (12/31/2024 close) | $1,044,823 |
| PSUs (target) unearned | 254,412 | $6.06/share | $1,541,737 |
Scheduled Vesting (Time‑based awards as of 12/31/2024)
| Grant Type/Date | Remaining Unvested | Vest Date | Vest Amount |
|---|---|---|---|
| RSA – 1/27/2022 | 11,662 | 1/27/2025 | 11,662 |
| RSA – 1/27/2023 | 8,090 | 1/27/2025; 1/27/2026 | 4,045; 4,045 |
| RSU – 1/27/2022 | 7,467 | 1/1/2025 | 7,467 |
| RSU – 4/25/2023 | 48,828 | 1/1/2025; 1/1/2026 | 24,414; 24,414 |
| RSU – 4/10/2024 | 96,366 | 1/1/2025; 1/1/2026; 1/1/2027 | 32,122; 32,122; 32,122 |
- Implication: Material time-based vesting tranches occur annually on January 1 and January 27 through 2027, which can create periodic selling pressure windows for tax withholding or liquidity unless offset by insider trading policy windows and ownership guideline restrictions .
Employment Terms
- Appointment and agreement: Mah Employment Agreement dated December 13, 2022 (effective January 1, 2023) with an initial two‑year term (to December 31, 2024) and automatic one‑year renewals unless notice of non‑renewal is given ≥90 days before term end .
- Base salary and bonus eligibility: Annual base salary subject to review; annual incentive bonus pursuant to Board‑approved Bonus Plan by March 31 each year; eligible for long‑term equity awards under the 2017 Stock Plan .
- Severance (termination without Cause / Non‑Renewal or resignation for Good Reason): Lump sum 1.5x (salary + average annual incentive for prior two years), up to 18 months COBRA reimbursements/substitute payments, and acceleration of unvested equity (performance awards vest to extent performance is achieved through the end of the performance period) .
- Good Reason nuances (Mah): Assignment of duties inconsistent with his position does not constitute Good Reason; Company has 30‑day cure period after notice .
- Non‑compete / non‑solicit: One‑year post‑employment non‑competition and non‑solicitation covenants; confidentiality covenants .
- Death/disability: Salary + target bonus upon death; acceleration of unvested equity (performance awards vest per actual performance at period end); up to 18 months continued benefits .
- Pension/Deferred Comp: No pension (SERP) and no nonqualified deferred compensation plans for NEOs .
Potential Payments – Illustrative (Assuming Event on 12/31/2024)
| Scenario | Salary | Bonus | Stock Awards | Non‑Equity Incentive | Benefits | All Other Compensation | Total |
|---|---|---|---|---|---|---|---|
| Termination without Cause or Resignation for Good Reason | — | — | 2,586,560 | — | 51,734 | 3,361,125 | 5,999,419 |
| Death | 685,000 | — | 2,586,560 | 1,712,500 (target) | 29,711 | — | 5,013,771 |
| Change in Control (CIC only) | — | — | — | — | — | — | No payout solely upon CIC |
- Note: Under equity agreements, performance‑based awards remain subject to actual performance through the applicable performance period; awards are double‑trigger for CIC (no acceleration solely on CIC) .
Compensation Structure Analysis
- Mix shift and alignment: Long‑term equity remains a substantial portion of pay (2024 grants 60% PSUs/40% RSUs), with PSUs tied to relative TSR and capped at 100% of target if absolute TSR is negative—tightening alignment versus 2023 terms .
- Annual incentive rigor: 2024 quantitative component paid 0% (absolute Adjusted TER -11.9%; relative ranking 17th among peers), and payout was driven solely by qualitative performance at 175% of that 25% slice, yielding 44% of target .
- Peer benchmarking: Committee notes long‑term equity grant sizing is below peer median; total direct compensation between the 25th and 50th percentile vs peers, despite modified PSU caps/thresholds in response to shareholder feedback .
- No options: Executive equity vehicles are restricted stock, RSUs, and PSUs; no option awards disclosed .
Performance & Track Record (Company‑level context during Mah’s NEO tenure)
| Year | TSR – Value of $100 Investment | Net (Loss) Income Attributable to Common ($000s) | Economic Return on Adjusted Book Value |
|---|---|---|---|
| 2024 | 42.78 | (103,785) | (11.9)% |
| 2023 | 53.07 | (90,035) | (12.8)% |
- Most important financial performance measures used in linking 2024 pay to performance: Economic return on adjusted book value per share, undepreciated earnings (loss) per share, TSR, adjusted interest income, net interest spread, and G&A expense ratio .
Equity Ownership & Pledging/Hedging Policies
- Ownership guideline: President must hold stock = 5x base salary; five‑year compliance window from appointment; executives comply or are within the window as of the proxy date .
- Prohibited transactions: Hedging, pledging, short sales and short‑term speculative trading are prohibited for directors/officers/employees .
Employment & Contracts – Additional Notes
- Automatic renewals: Mah agreement auto‑renews for one year absent 90‑day advance non‑renewal notice .
- Good Reason definition includes cure right and specific carve‑out for reassignment of duties (does not constitute Good Reason for Mah) .
Investment Implications
- Pay-for-performance discipline: 2024 AIP paid 44% of target driven solely by qualitative assessment; quantitative metrics paid 0% given negative Adjusted TER and low relative ranking—indicating committee restraint amid weak shareholder outcomes .
- Forward alignment via PSUs: 2024/2025 PSUs are tied to three‑year relative TSR with caps if absolute TSR is negative, tempering upside in down markets; large unearned PSU balance (254k target) creates multi‑year alignment but also performance risk if TSR lags peers .
- Potential selling pressure windows: Concentrated RSU/RSA vesting on Jan 1 and Jan 27 through 2027 may create periodic liquidity events; mitigated by ownership guidelines (5x salary) and anti‑hedging/pledging restrictions .
- Retention and exit economics: Severance at 1.5x (salary + two‑year average bonus) plus 18 months COBRA and equity acceleration (performance awards subject to achieved results) provides moderate retention with balanced shareholder protections; no single‑trigger CIC acceleration reduces windfall risk .
- Governance and risk: Prohibitions on hedging/pledging and robust ownership guidelines reduce misalignment and financial risk-taking signals; no pensions or deferred comp complexities; clawback specifics not highlighted in the provided excerpts .