TPG Mortgage Investment Trust (MITT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 5, 2025, with voting and Q&A available online.

• Stockholders of record as of March 11, 2025, are eligible to vote on four main proposals.

• The Board recommends voting in favor of all proposals, including director elections, auditor ratification, executive compensation, and a new equity incentive plan.

• 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, advisory approval of executive compensation, and approval of the 2025 Equity Incentive Plan.

• The Board recommends a vote FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by November 21, 2025.

Board of directors and corporate governance

• Board size will decrease from eight to six members, with four independent directors.

• Board diversity includes 1/3 female directors and recent additions with mortgage and real estate expertise.

• Board leadership is separated between the Non-Executive Chair and CEO roles.

• Committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• Annual self-assessments and director stock ownership guidelines are in place.