Alecia Hanson

About Alecia Hanson

Alecia Hanson is Vice President and Chief Administrative Officer at Two Harbors Investment Corp., with company tenure since 2011. She holds a B.S. in Sociology from Arizona State University and, as of the 2022 proxy, was pursuing a J.D. from Northwestern California University School of Law . As an executive officer (Section 16 filer), she filed a Form 3 in March 2022 reflecting initial beneficial ownership; company-wide pay-for-performance is anchored in cash incentives (70% financial, 30% strategic) and long-term equity in PSUs and RSUs, with strong anti-hedging/pledging and clawback controls .

Company performance context (proxy “Pay Versus Performance”) during 2020–2024:

Notes: TSR shown as the value of an initial fixed $100 investment per the proxy; peer group TSR references the FTSE Nareit Mortgage REITs Index .

Past Roles

External Roles

Fixed Compensation

• Structure overview (applies to NEOs and executive program): Base salary reviewed annually; annual cash incentive based on pre-set financial (70%) and strategic/operational (30%) goals; LTI delivered 50% PSUs and 50% RSUs .
• Individual disclosure: Ms. Hanson was not a named executive officer (NEO) in 2024–2025; therefore, her specific base salary and annual cash incentive outcomes are not individually disclosed in the proxy. Program mechanics and governance still apply to executive officers .
• Retirement and benefits: Executives participate in a broad-based 401(k) with 3% profit-sharing and up to 3% company match (from 2024 performance year); no defined-benefit pension, SERP, or deferred compensation plans disclosed .
• Perquisites: Minimal; limited items such as mobile/Wi‑Fi support and reserved parking may be provided when applicable, below reporting thresholds .

Performance Compensation

• Annual Incentive (program terms): 70% financial metrics, 30% strategic/operational goals; threshold/target/maximum performance levels with capped payouts at 200% of target .
• Long-Term Incentives (program terms):
  • PSUs: 3‑year performance period; metrics have included absolute and relative TSR; goals disclosed post-period; payouts capped at 200% .
  • RSUs: Time-based, ratable vesting over three years .

2022 PSU cycle (performance period 1/1/2022–12/31/2024) payout details:

Note: The relative TSR peer group included mREIT peers (e.g., NLY, AGNC, MFA, NRZ, etc.) as specified in the proxy .

Equity Ownership & Alignment

• Stock ownership guidelines: 5x base salary for CEO; 3x for other NEOs and designated senior management. Until met, executives are expected to retain net shares from equity vesting. Unvested PSUs do not count; un/vested RSUs count; hedging and pledging prohibited .
• Clawback: Robust recoupment policy aligned to NYSE rules; mandatory recovery on restatement and discretionary recovery on misconduct causing material harm; three-year lookback .
• Insider status and initial filing: Ms. Hanson filed a Form 3 as a Section 16 officer on 3/30/2022, showing 80,176 common shares owned directly as of the 3/23/2022 event date .
• Current ownership disclosure: Ms. Hanson is not listed in the 2025 proxy’s beneficial ownership table (which covers directors, director nominees, and NEOs); her current beneficial ownership, pledged shares (prohibited), and vested vs. unvested breakdown are not individually disclosed in the proxy .

Employment Terms

• Employment agreements: The company discloses no individual employment agreements for NEOs; all executives sign the standard confidentiality agreement with inventions, non-disparagement, and non‑solicitation provisions. Non‑compete terms are not disclosed in the proxy .
• Severance and change-of-control (program terms, NEOs):
  • Involuntary termination without cause: 2.0x salary+target bonus for CEO and 1.5x for other NEOs; pro‑rated target bonus; up to 18 months COBRA; up to $25,000 outplacement; RSUs fully vest; PSUs vest pro‑rata at actual performance at period end .
  • Change of control (double-trigger within 24 months): 2.5x salary+target bonus for CEO and 2.0x for other NEOs; pro‑rated target bonus; COBRA and outplacement as above; RSUs fully vest; PSUs vest at the greater of target or performance-to-date if assumed, or accelerate immediately if not assumed .
• Coverage for Ms. Hanson: The proxy discusses severance plan participation for NEOs; it does not specifically disclose whether Ms. Hanson (non‑NEO) participates. Absent explicit disclosure, individual severance benefits for Ms. Hanson are not known from the proxy .

Compensation Structure Analysis

• Alignment and risk controls: Program uses absolute and relative TSR in PSUs; three-year performance periods; payout caps at 200%; clawback policy; anti‑hedging/pledging; strong ownership expectations, all supporting alignment and discouraging short-term risk-taking .
• Mix and at-risk pay: Executive pay emphasizes variable compensation (annual cash incentives and PSUs/RSUs), tying outcomes to company performance and retention through multi-year vesting .
• Say‑on‑pay: Approval was ~95.6% in 2024, and approval exceeded 95% across the five most recent meetings, indicating high investor support for pay design .

Risk Indicators & Red Flags (as disclosed)

• Hedging/pledging: Prohibited for executives and directors, reducing misalignment and margin-call risk .
• Option repricing/gross-ups: No option repricing or buyouts without shareholder approval; no golden parachute excise or tax gross‑ups .
• Related party transactions: Not indicated for Ms. Hanson in the proxy materials reviewed .
• Legal proceedings/SEC investigations: None indicated for Ms. Hanson in the proxy materials reviewed .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑pay support: ~95.6% in 2024; last five years all above 95% .
• Compensation consultant: Pay Governance LLC is the independent advisor to the Compensation Committee .

Equity Ownership Snapshot (Ms. Hanson)

Investment Implications

• Alignment: Strong structural alignment through multi-year PSUs tied to absolute and relative TSR, stock ownership expectations, and anti‑hedging/pledging policies reduce the risk of misaligned incentives. High say‑on‑pay support suggests investor confidence in the pay architecture .
• Retention risk: Long tenure (since 2011) and time‑vested RSUs/three‑year PSUs enhance retention; absence of individual severance disclosure for Ms. Hanson limits visibility into retention economics relative to NEO protections .
• Selling pressure: Prohibition on pledging and retention expectations until ownership guidelines are met reduce forced‑selling risk; however, Hanson’s current ownership level and vesting pipeline are not publicly detailed, so monitor Section 16 filings for potential signals .
• Performance linkage: The 2022–2024 PSU payout at 39.4% underscores that realized equity value for executives compresses when TSR underperforms absolute targets and relative peers, aligning pay with shareholder outcomes in challenging rate/spread environments .