Adamas Trust (ADAM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, to be held virtually, with voting on four key proposals including director elections, executive compensation, equity plan amendment, and auditor ratification.

• Company rebranded to Adamas Trust, Inc. in 2025, expanded investment portfolio by 42% YoY, and completed the acquisition of Constructive, a business-purpose lender.

• 2025 saw record investment activity, 78% increase in net interest income, and a 198% increase in basic earnings per share YoY.

• Enhanced stockholder engagement and transparency, with feedback incorporated into governance and compensation practices.

Voting matters and shareholder proposals

• Election of seven directors, five of whom are independent, to serve until the 2027 Annual Meeting.

• Advisory vote on named executive officer compensation, with annual say-on-pay votes supported by 97% of shares in 2025.

• Approval sought for a third amendment to the 2017 Equity Incentive Plan, increasing share reserve by 9 million shares, expanding director compensation limits, and extending plan duration by ten years.

• Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

Board of directors and corporate governance

• Board consists of seven directors with diverse backgrounds; 43% women, average tenure of 10.7 years for nominees.

• Chair and CEO roles are separated; independent Lead Director in place.

• Annual board and committee self-assessments, robust stock ownership guidelines, and no shareholder rights plan or poison pill.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.