TPG Mortgage Investment Trust (MITT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 27, 2026, with shareholders able to vote and ask questions online.

• Shareholders will vote on the election of six directors, ratification of Deloitte & Touche LLP as auditor, and an advisory say-on-pay vote for executive compensation.

• The Board recommends voting in favor of all proposals.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying Deloitte & Touche LLP as auditor for 2026, and an advisory vote on executive compensation.

• Directors are elected by plurality; auditor ratification and say-on-pay require a majority of votes cast.

• Shareholders may submit proposals or director nominations for the 2027 meeting by November 16, 2026.

Board of directors and corporate governance

• The Board consists of six members, with a majority being independent under NYSE rules.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all composed solely of independent directors.

• Board leadership is separated between the Non-Executive Chair and CEO to enhance oversight.

• The Board emphasizes diversity, refreshment, and annual self-assessments.

• Directors must meet minimum share ownership guidelines and are prohibited from pledging or hedging company securities.