Two Harbors Investment (TWO) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 14, 2025, with voting on director elections, executive compensation, and auditor ratification.

• In 2024, the company achieved a 7.0% total economic return on book value, paid $1.80 per common share in dividends, and grew its MSR portfolio through significant acquisitions and operational initiatives.

• The company completed its first full year of owning RoundPoint Mortgage Servicing LLC, launched a direct-to-consumer origination platform, and repurchased preferred stock and convertible notes.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, an advisory say-on-pay for executive compensation, and ratification of Ernst & Young LLP as the independent auditor for 2025.

• The board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for the 2026 meeting must be submitted by December 3, 2025.

Board of directors and corporate governance

• The board consists of eight directors, seven of whom are independent; the chairperson is also independent.

• All directors are elected annually by majority vote; the board is declassified.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Risk Oversight, all composed entirely of independent directors.

• Directors are subject to robust stock ownership guidelines and are prohibited from hedging or pledging company stock.