Steven R. Mumma
About Steven R. Mumma
Steven R. Mumma is the non-independent Chairman of the Board of New York Mortgage Trust, Inc. (NYMT). He has served as Chair since March 2015, previously served as Executive Chairman in 2022, and was NYMT’s CEO from 2009–2021; he joined the Board in 2007. He holds a B.B.A. (cum laude) from Texas A&M University and founded Silver Moss Capital, a financial consulting firm, in January 2023. Age: 66; Director since 2007 . The Board affirms five of seven directors are independent (Mumma not among them) and lists him as Chair in company materials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Mortgage Trust, Inc. | Chairman of the Board | Mar 2015–present | Board leadership; provides guidance on investments, risk management and capital strategies as Chair |
| New York Mortgage Trust, Inc. | Executive Chairman | Jan 1, 2022–Dec 31, 2022 | Transition leadership |
| New York Mortgage Trust, Inc. | Chief Executive Officer | Feb 2009–Dec 31, 2021 | Senior executive leadership |
| New York Mortgage Trust, Inc. | President | Appointed; served until May 2016 | Senior management role |
| New York Mortgage Trust, Inc. | Co-Chief Executive Officer | Effective Mar 31, 2007 | Senior executive role |
| New York Mortgage Trust, Inc. | Chief Financial Officer | Nov 2006–Oct 2010 | Finance leadership |
| New York Mortgage Trust, Inc. | Chief Investment Officer | Jul 2005–(after) | Investment leadership |
| New York Mortgage Trust, Inc. | Chief Operating Officer | Nov 2003–(after) | Operations leadership |
| Various financial and accounting institutions | Financial/accounting roles | 1981–2003 | Industry experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Moss Capital | Founder (financial consulting) | Since Jan 2023 | Independent firm; no NYMT related-party transactions disclosed for 2024 |
Board Governance
- Role and independence: Non-independent Chair; CEO and Chair roles are separated; Steven G. Norcutt serves as Lead Independent Director to counterbalance a non-independent chair structure . Five of seven directors are independent; all three standing committees are independent-only .
- Committees: Mumma is not listed on the Audit (Clement, Norcutt, Greenberg), Compensation (Pendergast, Cheng, Clement), or Nominating & Corporate Governance (Greenberg, Pendergast, Cheng) Committees .
- Executive sessions and leadership: Independent directors met in executive session four times in 2024, presided over by the Lead Independent Director .
- Attendance: The Board held 11 meetings in 2024; all directors attended at least 75% of applicable Board/committee meetings and all attended the 2024 Annual Meeting of Stockholders .
- Policies: Anti-hedging and anti-pledging policy prohibits directors from hedging or pledging NYMT stock; robust governance guidelines and majority voting with resignation policy in uncontested elections .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $120,000 | Paid $30,000 per quarter |
| Equity (DSUs) | $120,000 | Granted as 18,462 deferred stock units (DSUs) in Aug 2024; grant date fair value under ASC 718 |
| Total | $240,000 | 2024 director compensation table |
Additional details:
- DSUs vest on June 11, 2025 (the day immediately preceding the 2025 Annual Meeting) .
- DSUs include dividend equivalent rights (DERs); elected deferral of settlement permitted to specified dates; DERs continue until settlement .
Performance Compensation
Directors receive time-based equity; there are no performance metrics attached to director DSUs.
| Award | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | Aug 2024 | 18,462 | $120,000 | Vests 6/11/2025 | Includes DERs ($3,692 unvested DERs as of 12/31/2024); settlement deferral options available |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| — | — | No other public company directorships disclosed in Mumma’s biography |
Expertise & Qualifications
- Long-tenured mortgage REIT operator: Former CEO, CFO, CIO, and COO at NYMT; more than 30 years in mortgage-backed securities and finance .
- Board leadership: Acts as a “critical link” between management and the Board in Chair capacity, advising on investment, risk, and capital management strategies .
- Education: B.B.A., cum laude, Texas A&M University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 510,003 | Includes 18,462 shares underlying DSUs; <1% of outstanding shares |
| Shares outstanding (for context) | 90,298,221 | As of April 17, 2025 |
| Unvested DSUs | 18,462 | As of 12/31/2024; vest on 6/11/2025 |
| Unvested DERs value | $3,692 | As of 12/31/2024 |
| Director ownership guideline | 3x annual cash retainer ($360,000) | Applies to non-employee directors; all are either compliant or within five-year window |
| Hedging/pledging | Prohibited | Company policy bars pledging/hedging by directors |
Fixed Director Compensation Structure (Program Features)
| Feature | Detail |
|---|---|
| Form of equity | DSUs introduced for directors in 2024 |
| Cash/equity mix | $120k cash + ~$120k equity grant per director in 2024 |
| Settlement | DSUs settle into common shares; elective deferral available; DERs accrue until settlement |
Related Party and Contractual Protections
- Related-party transactions: No material related-party transactions in 2024 .
- Approval process: Written related-person transaction policy with Audit Committee approval and mandatory recusals for interested members .
- Indemnification: Standard indemnification agreements for directors and officers (adopted 2020) with advancement of expenses, within Maryland law .
Say-on-Pay and Shareholder Feedback (Context for Board Oversight)
- Say-on-Pay approval: 62% approval in 2023 followed by 95% approval in 2024 after outreach and program changes; Board/Compensation Committee responsive to investor feedback .
- Stockholder engagement: Leadership (including Chair of Compensation Committee) conducted outreach with top holders in 2024–Q1’25 .
Governance Assessment
-
Strengths
- Independent-only Audit, Compensation, and Nominating & Corporate Governance Committees; majority-independent Board; separation of CEO/Chair roles; Lead Independent Director structure; four independent executive sessions in 2024 .
- Director stock ownership guideline (3x cash retainer) and anti-hedging/anti-pledging policy enhance alignment and risk control .
- No related-party transactions in 2024; robust approval policy .
- Director attendance met thresholds; full attendance at 2024 Annual Meeting .
- Board’s compensation oversight shows responsiveness to investor feedback (2023→2024 Say-on-Pay improvement) .
-
Watch items / potential investor concerns
- RED FLAG: Non-independent Board Chair with long prior executive tenure (CEO through 2021) increases dependence on Lead Independent Director and committee independence for counterbalance; investors often scrutinize this structure for potential overreach by management-aligned leadership .
- DSUs for directors are time-based (no performance conditions); while common, investors may monitor equity sizing and deferral practices for alignment given REIT cyclicality .
- Founder of an external consulting firm (Silver Moss Capital) since 2023; no related-party transactions disclosed in 2024, but ongoing monitoring is prudent under the related-person policy .