Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Sreeniwas Prabhu to Chief Executive Officer and President
On September 28, 2022, Angel Oak Mortgage, Inc. (the "Company") announced that
its Board of Directors (the "Board") has appointed Sreeniwas Prabhu as the
Company's new Chief Executive Officer and President effective as of September
28, 2022.
Mr. Prabhu, 48, has served as a Managing Partner, Co-Chief Executive Officer,
and Group Chief Investment Officer at Angel Oak Capital Advisors, LLC ("Angel
Oak Capital") since 2008 and as Co-President of Falcons I, LLC, the Company's
external manager (the "Manager"), since March 2020. In this role, Mr. Prabhu is
responsible for the overall strategy of the firm. Prior to Angel Oak Capital,
from 2005 to 2008, Mr. Prabhu was the Chief Investment Officer at Washington
Mutual Bank in Seattle. He was also part of the macro asset strategy team at the
bank. From 2001 to 2005, Mr. Prabhu worked at SunTrust Banks, Inc. in Atlanta,
where he was responsible for investment strategies and served as Head Portfolio
Manager for its commercial mortgage-backed securities portfolio. Mr. Prabhu
holds a B.B.A. in Economics from Georgia College and State University and an
M.B.A. in Finance from Georgia State University.
There are no arrangements or understandings between Mr. Prabhu and any other
persons pursuant to which he was selected as an officer, and there are no family
relationships between Mr. Prabhu and any director or executive officer of the
Company.
Contemporaneously with the effectiveness of Mr. Prabhu's appointment as the
Company's Chief Executive Officer and President, the Company expects to enter
into an indemnification agreement with Mr. Prabhu in the form filed as Exhibit
10.24 to the Company's Registration Statement on Form S-11 (File No. 333-256301)
filed with the SEC on June 8, 2021.
The Company's officers are not employees of the Company and do not receive cash
compensation for serving as officers of the Company (although they may receive
equity compensation under the Company's 2021 Equity Incentive Plan). Rather,
they are employees of the Manager or an affiliate thereof and are compensated by
the Manager or such affiliate, and the Manager provides the services of the
officers to the Company pursuant to a management agreement among the Company,
its operating partnership and the Manager. The Company does not expect to
reimburse the Manager for compensation paid to Mr. Prabhu for his service with
the Company. Mr. Prabhu is an equity owner of the Manager. For a description of
the fees, compensation, and reimbursements payable to the Manager by the Company
and other transactions between the Company and the Manager or its affiliates,
see the section titled "Certain Relationships and Related Party Transactions" in
the Company's Definitive Proxy Statement on Schedule 14A, as filed with the
Securities and Exchange Commission on April 8, 2022 (the "2022 Proxy
Statement"), which disclosure is incorporated herein by this reference.
Separation of Robert Williams
On September 28, 2022, the Company announced that Robert Williams will cease
serving as the Company's Chief Executive Officer and President, effective as of
September 28, 2022. Mr. Williams will continue to serve the Company and its
affiliates in a senior advisory capacity and will be available as needed for
questions and consultation at the direction of Mr. Prabhu during a transition
period which is not expected to extend beyond Q1 2023. Upon his departure at the
end of the transition period, Mr. Williams will be eligible for benefits for a
termination without cause under the Angel Oak Mortgage, Inc. Executive Severance
and Change in Control Plan, which is described in the Company's 2022 Proxy
Statement.
Item 7.01. Regulation FD Disclosure.
On September 28, 2022, the Company issued a press release regarding the
foregoing matters. A copy of the press release is attached hereto as Exhibit
99.1 to this current report on Form 8-K.
The information contained in this Item 7.01 and the attached Exhibit 99.1 is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section. The information in this
Item 7.01 and the attached Exhibit 99.1 shall not be incorporated by reference
into any registration statement or other document pursuant to the Securities Act
of 1933, as amended, or the Exchange Act, unless it is specifically incorporated
by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Exhibit 99.1 Press Release dated September 28, 2022
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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