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Pay vs Performance Disclosure
12 Months Ended
Jun. 17, 2023
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table  
Average
Summary
Compensation
Table Total
for Non-PEO
Named Executive
Officers
(1)
Average
Compensation
Actually Paid
to Non-PEOs
Named Executive
Officers
(2)
Value of initial fixed $100
investment based on:
Year
Summary
Compensation
Table Total for
PEO
(1)
Compensation
Actually Paid
to PEO
(2)
Total
Stockholder
Return
(3)
Peer Group
Total
Stockholder
Return
(4)
GAAP
Net Income
(in millions)
(5)
EAD ROE(6)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2023
$ 20,160,023 $ 27,656,434 $ 2,073,066 $ 2,585,143 $ 124.3 $ 84.8 $ 532.7 17.4%
2022
$ 9,403,691 $ 9,126,235 $ 1,033,973 $ 1,033,973 $ 85.4 $ 73.6 $ 864.8 11.2%
(1)
For each of 2022 and 2023, our principal executive officer (“PEO”) was Mr. Nierenberg, and our non-PEO named executive officers were Messrs. Santoro and Sivin.
(2)
The amounts in the following table represent the amount of “compensation actually paid” to our PEO and non-PEO named executive officers (as an average), for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. Under
SEC rules, the amounts shown below were deducted and added, as applicable, to total compensation as included in the “Summary Compensation Table Total” or “Average Summary Compensation Table Total for Non-PEO named executive officers” columns, as applicable, set forth above to determine the “compensation actually paid” for the applicable fiscal year.
Summary
Compensation
Table Total
Minus Grant
Date Fair
Value of Equity
Awards Granted
During
Applicable Year
Plus Year-End
Fair Value of
Equity Awards
Granted During
Applicable
Year
(a)
Plus Change in
Fair Value (as of
year end from prior
year end) of
Previously-Granted
Equity Awards that
Remain Unvested
at Year End
(b)
Plus Change in
Fair Value (as of
vesting date from
prior year end) of
Previously-Granted
Equity Awards for
Which All Applicable
Vesting Conditions
Were Satisfied During
the Covered Fiscal
Year
(c)
Plus Any
Dividends Paid
Prior to the
Vesting Date
of the Underlying
Award
Equals
Compensation
Actually Paid
Michael Nierenberg
2023
$ 20,160,023 $ (8,749,984) $ 14,724,238 $ 967,244 $ 217,726 $ 337,187 $ 27,656,434
2022
$ 9,403,691 $ (4,999,994) $ 4,722,538 $ 9,126,235
Average of Non-PEO Named
Executive Officers
2023
$ 2,073,066 $ (749,995) $ 1,262,072 $ 2,585,143
2022
$ 1,033,973 $ 1,033,973
(a)
Represents the fair value as of December 31, 2023 of time-vesting and performance-vesting restricted stock units based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance.
(b)
Represents the change in fair value as of year end from prior year end of 385,356 unvested and outstanding shares of restricted stock held by Mr. Nierenberg as of December 31, 2023. The fair value as of December 31, 2022 is based on $8.17 per share, which was the closing price of a share of our Common Stock on December 30, 2022, which was the last trading day of the year. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year.
(c)
Represents the change in fair value as of the vesting date of June 17, 2023 from prior year end of 192,678 shares of restricted stock held by Mr. Nierenberg. The fair value as of December 31, 2022 is based on $8.17 per share, which was the closing price of a share of our Common Stock on December 30, 2022, which was the last trading day of the year. The fair value as of the vesting date of June 17, 2023 is based on $9.30 per share, which was the closing price of a share of our Common Stock on June 16, 2023, which was the last trading day prior to the vesting date.
(3)
The Total Stockholder Return assumes $100 invested in our common stock for the period starting December 31, 2021 through December 31 of the applicable year.
(4)
The NAREIT Mortgage REIT index (which was also used in the Company’s Form 10-K filing) was used to calculate the Company’s peer group total stockholder return. The Peer Group Total Stockholder Return assumes $100 was invested in the NAREIT Mortgage REIT index for the period starting December 31, 2021 through December 31 of the applicable year.
(5)
As reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
(6)
The EAD ROE metric is a non-GAAP metric. EAD ROE is utilized in our long-term incentive plan but is not a financial measure under GAAP. Please refer to Annex A for a discussion and reconciliation of EAD to the most directly comparable GAAP measure. EAD ROE for the year represents reported 2023 FY EAD divided by average quarterly Common Stockholder’s Equity over the same period.
 
Company Selected Measure Name   EAD ROE  
Named Executive Officers, Footnote  
(1)
For each of 2022 and 2023, our principal executive officer (“PEO”) was Mr. Nierenberg, and our non-PEO named executive officers were Messrs. Santoro and Sivin.
 
Peer Group Issuers, Footnote  
(4)
The NAREIT Mortgage REIT index (which was also used in the Company’s Form 10-K filing) was used to calculate the Company’s peer group total stockholder return. The Peer Group Total Stockholder Return assumes $100 was invested in the NAREIT Mortgage REIT index for the period starting December 31, 2021 through December 31 of the applicable year.
 
PEO Total Compensation Amount   $ 20,160,023 $ 9,403,691
PEO Actually Paid Compensation Amount   $ 27,656,434 9,126,235
Adjustment To PEO Compensation, Footnote  
(2)
The amounts in the following table represent the amount of “compensation actually paid” to our PEO and non-PEO named executive officers (as an average), for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. Under
SEC rules, the amounts shown below were deducted and added, as applicable, to total compensation as included in the “Summary Compensation Table Total” or “Average Summary Compensation Table Total for Non-PEO named executive officers” columns, as applicable, set forth above to determine the “compensation actually paid” for the applicable fiscal year.
Summary
Compensation
Table Total
Minus Grant
Date Fair
Value of Equity
Awards Granted
During
Applicable Year
Plus Year-End
Fair Value of
Equity Awards
Granted During
Applicable
Year
(a)
Plus Change in
Fair Value (as of
year end from prior
year end) of
Previously-Granted
Equity Awards that
Remain Unvested
at Year End
(b)
Plus Change in
Fair Value (as of
vesting date from
prior year end) of
Previously-Granted
Equity Awards for
Which All Applicable
Vesting Conditions
Were Satisfied During
the Covered Fiscal
Year
(c)
Plus Any
Dividends Paid
Prior to the
Vesting Date
of the Underlying
Award
Equals
Compensation
Actually Paid
Michael Nierenberg
2023
$ 20,160,023 $ (8,749,984) $ 14,724,238 $ 967,244 $ 217,726 $ 337,187 $ 27,656,434
2022
$ 9,403,691 $ (4,999,994) $ 4,722,538 $ 9,126,235
Average of Non-PEO Named
Executive Officers
2023
$ 2,073,066 $ (749,995) $ 1,262,072 $ 2,585,143
2022
$ 1,033,973 $ 1,033,973
(a)
Represents the fair value as of December 31, 2023 of time-vesting and performance-vesting restricted stock units based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance.
(b)
Represents the change in fair value as of year end from prior year end of 385,356 unvested and outstanding shares of restricted stock held by Mr. Nierenberg as of December 31, 2023. The fair value as of December 31, 2022 is based on $8.17 per share, which was the closing price of a share of our Common Stock on December 30, 2022, which was the last trading day of the year. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year.
(c)
Represents the change in fair value as of the vesting date of June 17, 2023 from prior year end of 192,678 shares of restricted stock held by Mr. Nierenberg. The fair value as of December 31, 2022 is based on $8.17 per share, which was the closing price of a share of our Common Stock on December 30, 2022, which was the last trading day of the year. The fair value as of the vesting date of June 17, 2023 is based on $9.30 per share, which was the closing price of a share of our Common Stock on June 16, 2023, which was the last trading day prior to the vesting date.
 
Non-PEO NEO Average Total Compensation Amount   $ 2,073,066 1,033,973
Non-PEO NEO Average Compensation Actually Paid Amount   $ 2,585,143 1,033,973
Adjustment to Non-PEO NEO Compensation Footnote  
(2)
The amounts in the following table represent the amount of “compensation actually paid” to our PEO and non-PEO named executive officers (as an average), for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. Under
SEC rules, the amounts shown below were deducted and added, as applicable, to total compensation as included in the “Summary Compensation Table Total” or “Average Summary Compensation Table Total for Non-PEO named executive officers” columns, as applicable, set forth above to determine the “compensation actually paid” for the applicable fiscal year.
Summary
Compensation
Table Total
Minus Grant
Date Fair
Value of Equity
Awards Granted
During
Applicable Year
Plus Year-End
Fair Value of
Equity Awards
Granted During
Applicable
Year
(a)
Plus Change in
Fair Value (as of
year end from prior
year end) of
Previously-Granted
Equity Awards that
Remain Unvested
at Year End
(b)
Plus Change in
Fair Value (as of
vesting date from
prior year end) of
Previously-Granted
Equity Awards for
Which All Applicable
Vesting Conditions
Were Satisfied During
the Covered Fiscal
Year
(c)
Plus Any
Dividends Paid
Prior to the
Vesting Date
of the Underlying
Award
Equals
Compensation
Actually Paid
Michael Nierenberg
2023
$ 20,160,023 $ (8,749,984) $ 14,724,238 $ 967,244 $ 217,726 $ 337,187 $ 27,656,434
2022
$ 9,403,691 $ (4,999,994) $ 4,722,538 $ 9,126,235
Average of Non-PEO Named
Executive Officers
2023
$ 2,073,066 $ (749,995) $ 1,262,072 $ 2,585,143
2022
$ 1,033,973 $ 1,033,973
(a)
Represents the fair value as of December 31, 2023 of time-vesting and performance-vesting restricted stock units based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance.
(b)
Represents the change in fair value as of year end from prior year end of 385,356 unvested and outstanding shares of restricted stock held by Mr. Nierenberg as of December 31, 2023. The fair value as of December 31, 2022 is based on $8.17 per share, which was the closing price of a share of our Common Stock on December 30, 2022, which was the last trading day of the year. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year.
(c)
Represents the change in fair value as of the vesting date of June 17, 2023 from prior year end of 192,678 shares of restricted stock held by Mr. Nierenberg. The fair value as of December 31, 2022 is based on $8.17 per share, which was the closing price of a share of our Common Stock on December 30, 2022, which was the last trading day of the year. The fair value as of the vesting date of June 17, 2023 is based on $9.30 per share, which was the closing price of a share of our Common Stock on June 16, 2023, which was the last trading day prior to the vesting date.
 
Compensation Actually Paid vs. Total Shareholder Return  
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Compensation Actually Paid vs. Net Income  
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Compensation Actually Paid vs. Company Selected Measure  
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Total Shareholder Return Vs Peer Group  
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Tabular List, Table  
Tabular List of Performance Measures
The following table presents the financial performance measures that the Company considered the most important in linking compensation actually paid to our PEO and our non-PEO named executive officers for 2023 to Company performance. The measures in this table are not ranked.
Most Important
Performance Measures
EAD ROE
Economic return
Earnings Available for
Distribution
Book value growth
Cost savings
 
Total Shareholder Return Amount   $ 124.3 85.4
Peer Group Total Shareholder Return Amount   84.8 73.6
Net Income (Loss)   $ 532,700,000 $ 864,800,000
Company Selected Measure Amount   17.4 11.2
PEO Name   Mr. Nierenberg  
Share Price | $ / shares $ 9.3 $ 10.68 $ 8.17
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares   385,356  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | shares 192,678    
Measure:: 1      
Pay vs Performance Disclosure      
Name   EAD ROE  
Non-GAAP Measure Description  
(6)
The EAD ROE metric is a non-GAAP metric. EAD ROE is utilized in our long-term incentive plan but is not a financial measure under GAAP. Please refer to Annex A for a discussion and reconciliation of EAD to the most directly comparable GAAP measure. EAD ROE for the year represents reported 2023 FY EAD divided by average quarterly Common Stockholder’s Equity over the same period.
 
Measure:: 2      
Pay vs Performance Disclosure      
Name   Economic return  
Measure:: 3      
Pay vs Performance Disclosure      
Name   Earnings Available for Distribution  
Measure:: 4      
Pay vs Performance Disclosure      
Name   Book value growth  
Measure:: 5      
Pay vs Performance Disclosure      
Name   Cost savings  
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   $ (8,749,984) $ (4,999,994)
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   14,724,238 4,722,538
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   967,244
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   217,726
PEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   337,187
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   (749,995)
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   1,262,072
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount  
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount  
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount