Shareholders to Vote on Bylaw Amendment Power; CEO Salary Reduced in New Performance-Based Plan

summarizeSummary

Cherry Hill Mortgage Investment Corp. will ask shareholders to approve a charter amendment granting them concurrent power to amend bylaws, while also detailing a new executive compensation plan that reduces the CEO's base salary by 27% and emphasizes performance.

check_boxKey Events

• Shareholder Power to Amend Bylaws

  The company is reproposing a charter amendment to remove the Board's exclusive power to amend bylaws, granting stockholders concurrent power. This proposal was not approved at the 2024 annual meeting, receiving only 44% of votes.

• CEO Salary Reduction and Performance-Based Pay

  The 2026 Executive Compensation Plan reduces CEO Jeffrey B. Lown II's annual base salary from $1,235,000 to $900,000 (a 27% decrease) and shifts the focus from retention to retention and performance, incorporating short-term cash incentives and long-term equity awards tied to performance goals.

• Executive Severance Plan Adopted

  An Executive Severance Plan was adopted in March 2025, providing cash payments for qualifying terminations (without cause or for good reason). The CEO's severance multiple is 2.5 times annual compensation, while other executives receive 1.5 times.

• Response to Say-on-Pay Vote

  Following a 61% approval rate on the 2025 say-on-pay vote (down from 65% in 2024), the company engaged in investor outreach and redesigned its executive compensation program for 2026 to address shareholder feedback.

auto_awesomeAnalysis

This preliminary proxy statement outlines key proposals for the upcoming annual meeting, highlighting significant corporate governance enhancements and executive compensation adjustments. The proposal to grant stockholders concurrent power to amend bylaws, previously rejected, signals a renewed commitment to shareholder democracy. Furthermore, the adoption of a new 2026 Executive Compensation Plan, which includes a substantial 27% reduction in the CEO's base salary and a shift towards performance-based incentives, directly addresses prior shareholder feedback on executive pay. These changes aim to better align management's interests with long-term shareholder value.