Cherry Hill Mortgage Investment Corporation (CHMI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 12, 2025, and will be held virtually, with stockholders voting on director elections, executive compensation, auditor ratification, and the frequency of future say-on-pay votes.

• The company completed an internalization of management in November 2024, transitioning from external to internal management and directly hiring key personnel.

• The board and management emphasize strong corporate governance, risk oversight, and ESG initiatives, including the publication of a 2024 ESG report and ongoing engagement with a sustainability advisor.

Voting matters and shareholder proposals

• Stockholders will vote on the election of five directors, a non-binding advisory vote on executive compensation, the frequency of future say-on-pay votes, and ratification of Ernst & Young LLP as the independent auditor.

• The board recommends annual say-on-pay votes and supports all director nominees and the auditor ratification.

• Procedures for submitting shareholder proposals and director nominations for the 2026 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The board consists of five members, four of whom are independent, with diverse backgrounds in finance, mortgage, and regulatory sectors.

• Three standing committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent directors.

• A special committee was formed in 2024 to evaluate strategic alternatives, leading to the decision to internalize management.

• The board conducts annual performance evaluations and maintains a lead independent director role.

• Policies include a code of conduct, anti-hedging, insider trading, whistleblower protections, and annual training on bribery and kickbacks.