Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 6, 2021, the Board of Directors (the "Board") of New York Mortgage
Trust, Inc. (the "Company"), on the recommendation of the Nominating and
Corporate Governance Committee of the Board, unanimously approved the
appointment of Audrey E. Greenberg as a director of the Company, effective as of
July 9, 2021, to serve until the 2022 annual meeting of stockholders or until
such time as her successor is elected and qualified. The Board also appointed
Ms. Greenberg as a member of the Investment Committee of the Board. Concurrent
with the appointment of Ms. Greenberg to the Board and in accordance with
Article III, Section 2 of the Company's bylaws, the Board also approved a
resolution increasing the size of the Board to eight directors.
Ms. Greenberg, 49, is currently Executive Managing Director and a member of the
board of directors of Discovery Labs and its sister company, Center for
Breakthrough Medicines, a biopharma real estate and services platform enabling
the path to commercialization for novel cell and gene therapies. Before she
co-founded Discovery Labs in 2019, Ms. Greenberg was Senior Vice President of
Exeter Property Group during 2018. Prior to her employment at Exeter Property
Group, Ms. Greenberg was Interim Chief Financial Officer and Consultant at Pine
Hill Group from 2016 to 2018. Ms. Greenberg was Chief Financial Officer of
Statebridge Company from 2013 to 2015. In 2013, Ms. Greenberg was Chief
Financial Officer of WJ Bradley. From 2010 to 2013, Ms. Greenberg was an
independent consultant. From 2009 to 2010, Ms. Greenberg was Chief Financial
Officer and Principal of CBRE Global Investors. From 2007 to 2009, Ms. Greenberg
was Chief Financial Officer and Senior Vice President of ING Clarion Partners.
Ms. Greenberg was Principal and Chief Financial Officer of Phoenix Realty Group
from 2001 to 2004. Prior to joining Phoenix Realty Group, Ms. Greenberg served
in various investment banking and accounting roles. Ms. Greenberg holds a B.S.
in Business Administration from the University of Arizona and an M.B.A. from the
Wharton School of the University of Pennsylvania.
The Board has determined that Ms. Greenberg qualifies as independent in
accordance with the listing requirements of the Nasdaq Stock Market LLC
("Nasdaq") and the Company's Corporate Governance Guidelines. With the addition
of Ms. Greenberg, six of the eight directors of the Company qualify as
independent in accordance with the listing requirements of Nasdaq and the
Company's Corporate Governance Guidelines.
For her services as an independent director, Ms. Greenberg will receive the same
fees and compensation as other independent directors for similar services. A
description of the fees and compensation paid to independent directors of the
Company is set forth under the section entitled "Compensation of Directors" in
the Company's 2020 proxy statement filed on April 28, 2021, which section is
incorporated by reference herein. As of the date of this Current Report on Form
8-K, the structure of the Company's 2021 compensation program for independent
directors, which includes a cash retainer and annual equity grant, remains
unchanged from the compensation structure for independent directors that was
utilized in 2020. In addition, Ms. Greenberg will enter into an indemnification
agreement with the Company in the same form that the Company has entered into
with its other directors.
There were no arrangements or understandings pursuant to which Ms. Greenberg was
elected as a director, and there are no related party transactions between the
Company and Ms. Greenberg reportable under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On July 9, 2021, the Company issued a press release (the "Press Release")
announcing Ms. Greenberg's appointment to the Board.
A copy of the Press Release is furnished hereto as Exhibit 99.1 and incorporated
by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith this Current
Report on Form 8-K.
Exhibit No. Description
99.1 Press release dated July 9, 2021.
104 Cover Page Interactive Data File-the cover page XBRL tags are embedded
within the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses