TPG Mortgage Investment Trust, Inc. (MITT) Earnings Call Transcript & Summary

Hello, and welcome to the AG Mortgage Investment Trust, Inc. 2025 Annual Meeting of Stockholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of your screen by typing your message and clicking the send icon to the right of the message box. The meeting is about to begin.

Good morning, everyone. I want to welcome all of you to the 2025 Annual Meeting of Stockholders of AG Mortgage Investment Trust, Inc. My name is Debra Hess, and I am the Non-Executive Chair of the company's Board of Directors. I hereby call this Annual Stockholder Meeting to order. I would like to introduce the other members of the Board present today. T.J. Durkin, who is also our Chief Executive Officer and President; Dianne Hurley, Matt Jozoff, Chris Mitchell; Nick Smith, who is also our Chief Investment Officer; Peter Linneman and Lisa Quateman, our Board members who are not standing for reelection, are also present today. We would like to take this moment to recognize them for their contribution to the Board throughout their tenures and express our appreciation for their service. In addition, I am joined today by other members of our management team: Anthony Rossiello, our Chief Financial Officer; and Jenny Neslin, our General Counsel and Secretary. I will preside at this meeting as Chair, and Ms. Neslin will act as Secretary of the meeting. Barry Rosenthal, a representative of Equiniti Trust Company, our transfer agent, will act as Inspector of Elections for this meeting. We have posted on the virtual meeting page an agenda and rules of conduct for the meeting. Thank you for cooperation with these rules. Now I'd like to turn it over to Ms. Neslin, the Company's Secretary, to present the required formal documents and affirm that the meeting is duly convened for the transaction of business.

Thank you, Debra. All stockholders of record at the close of business on March 11, 2025, are entitled to vote at this meeting. Equiniti Trust Company has delivered to the company an affidavit of distribution establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of distribution will be incorporated into the minutes of this meeting. We have been informed by Equiniti Trust Company that there are represented in person or by proxy 21,381,160 shares of the company's common stock of all of the shares entitled to vote. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, I declare a quorum is present for purposes of transacting business.

Thank you, Jenny. There are 4 proposals scheduled to be voted on today, and we will address any germane questions before closing the polls for the proposals. Once the polls are closed, we will provide the preliminary voting results based on the report from the inspector of election and will then adjourn the meeting. At that time, we will answer any appropriate questions regarding the company from stockholders during the time allotted. Karen Cronin, a representative from Deloitte & Touche, our independent accounting firm, is also available to answer appropriate questions. To submit a question, please click on the messaging icon at the top of the left side of your screen, type your question into the text box and then click the send icon at the right of that text box. The polls are now open. You may vote electronically at any time prior to the announcement of the closing of the polls later in the meeting by clicking on the proxy voting site link on the left side of your screen. Please remember that if you've already sent in your proxy card or voted by Internet or telephone, your shares have been voted accordingly. You do not need to vote today unless you are voting for the first time or would like to change your previous vote. Now I will turn it to Jenny to review the proposals.

Thank you, Debra. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. The first proposal is the election of 6 directors to serve until the company's Annual Meeting of Stockholders in 2026 or until their stockholders are duly elected and qualified. The Board of Directors has nominated and recommends the election of the following persons as directors of the company. Debra Hess, T.J. Durkin, Dianne Hurley, Matthew Jozoff, M. Christian Mitchell and Nicholas Smith. The affirmative vote of a plurality of the votes cast at the meeting is required to elect each of the directors. The second proposal is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2025. The Board of Directors recommends that the stockholders vote for the ratification of the appointment of Deloitte & Touche LLP. Approval of this proposal requires the affirmative vote of a majority of the votes cast at the meeting. The third proposal is the approval on an advisory basis of the compensation of the company's named executive officers as disclosed in this year's proxy statement. The Board of Directors recommends that the stockholders vote for the ratification of the approval on an advisory basis of the company's named executive officers as disclosed in this year's proxy statement. Approval of this proposal requires the affirmative vote of a majority of the votes cast at the meeting. The fourth proposal is the approval of the AG Mortgage Investment Trust, Inc. 2025 Equity Incentive Plan. The Board of Directors recommends that stockholders vote for the approval of the AG Mortgage Investment Trust, Inc. 2025 Equity Incentive Plan. Approval of this proposal requires the affirmative vote of a majority of the votes cast at the meeting. I will now pause for any comments or questions on the proposals. If any stockholder would like to make a comment regarding any of the proposals, please click on the messaging icon at the top of the left side of your screen, type your message into the text box, then click the send icon at the right of that text box. There being no questions in the queue related to the proposals, we will proceed with the meeting. Now that everyone has had the opportunity to vote, I now declare the polls to be closed. We have been informed by the Inspector of Election that all proxies and ballots have been counted. Based upon the preliminary vote totals, all of the nominees for election to the Board of Directors have been elected. The appointment of Deloitte & Touche has been ratified. The compensation of our named executive officers has been approved and the AG Mortgage Investment Trust, Inc. 2025 Equity Incentive Plan has been approved. We will report the final total in a public filing to be filed within 4 business days. With that, I turn the meeting over to Debra, our Non-Executive Chair of the Board.

Thank you, Jenny, and thank you all for attending today's annual meeting. There being no further business to come before the meeting, the meeting is officially adjourned. The company's management team will now entertain questions submitted from stockholders. Okay. If there are no questions, I would like to conclude today's meeting and call. I would like to express my sincere appreciation to the stockholders who participated in this meeting as well as those who submitted their proxies. Thank you all very much for your continued interest and support of our company..