Granite Point Mortgage Trust Inc

For the period ended Jun 6, 2024. Filed Apr 22, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 6, 2024 · Filed Apr 22, 2024

GPMT$3.34-10.5%Stored close · as of Nov 6, 2026

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Contents

Voting Roadmap

Meeting Information

		DATE & TIME: Thursday, June 6, 2024 10:00 a.m. Eastern Time VIRTUAL MEETING: This year’s meeting will be held virtually at virtualshareholdermeeting.com/GPMT2024 RECORD DATE: Holders of common stock at the close of business on April 8, 2024, are eligible to vote			MEETING AGENDA: 1. To elect as directors the six nominees named in this proxy statement 2. To approve on an advisory basis the compensation of our named executive officers 3. To approve on an advisory basis the frequency of future advisory votes regarding the compensation of our named executive officers 4. To ratify the appointment of Ernst & Young LLP to serve as our independent auditor for our fiscal year ending December 31, 2024 5. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof

Voting Roadmap

			PROPOSAL 1: ELECTION OF DIRECTORS The Board of Directors recommends that you vote FOR each director nominee. These individuals bring relevant experiences and perspectives that are essential to good governance and leadership of our Company.			FOR (See Page 11)

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NOMINEE SNAPSHOT

Nominee · · · Age · · · Director Since · · · Independent · · · Primary Occupation · · · Committees ·
· Audit · · · Comp · · · N&CG ·
	Stephen G. Kasnet Chair of the Board	78	2017		Former President and Chief Executive Officer of Harbor Global Company, Ltd.	C
	John (“Jack”) A. Taylor	68	2017	CEO	President and Chief Executive Officer of Granite Point Mortgage Trust Inc.
	Tanuja M. Dehne	52	2017		Former President and Chief Executive Officer of the Geraldine R. Dodge Foundation		M	C
	Sheila K. McGrath	59	2023		Former Senior Managing Director, Evercore	M		M
	W. Reid Sanders	74	2017		President of Sanders Properties, Inc.	M	M	M
	Hope B. Woodhouse	67	2017		Former Chief Operating Officer of Bridgewater Associates, LP	M	C
Number of Meetings in 2023	Full Board: 11		8	8	5

Comp = Compensation N&CG = Nominating & Corporate Governance C = Chair M = Member

NOMINEE CHARACTERISTICS

	2024 PROXY STATEMENT / 5

CORPORATE GOVERNANCE HIGHLIGHTS

		Independent Chair							Independent committees							Majority voting
		Our Chief Executive Officer focuses on managing our Company while our independent Board Chair drives accountability at the Board level							All our Board committees are composed entirely of independent directors							We have a majority standard for uncontested elections of directors and a resignation policy for directors who do not receive a majority of the votes cast

		Annually elected board							Board assessments							Executive sessions
		We do not have a classified board – each of our directors is elected annually for a one-year term							A rigorous self-assessment process helps our Board evaluate its performance and identify and address any potential gaps							Our independent directors hold regular executive sessions, with the independent Board Chair presiding

		Director education							Stock ownership guidelines							Director commitments
		Our Director Education Policy empowers our directors to be well versed in principles of corporate governance and other critical subject matters							Each independent director is expected to accumulate equity interests in an amount equal to three times the director’s annual cash retainer							A director may not serve on more than three other boards of public companies in addition to our Board, and a director who is a CEO may not serve on more than one other board

		Board diversity							ESG oversight							Investor outreach
		We take reasonable steps to assemble a diverse pool of nominees when conducting searches for new directors, and any search firm we engage is instructed to seek to include diverse candidates							With the leadership of the Nominating and Corporate Governance Committee, our Board oversees our Company’s approach to environmental, social and governance matters							In addition to our standard investor engagement conducted at conferences and through non-deal roadshows and one-on-one meetings, we invite our largest investors to have an annual conversation on corporate governance topics

		No hedging or pledging							Single class of common stock							No political contributions
		We prohibit short sales, transactions in derivatives, hedging and pledging of our securities by directors, executive officers and employees							Each share of our common stock has one vote							In accordance with our Code of Business Conduct and Ethics, our Company will not contribute to political candidates, parties or campaigns

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE PROGRAM

		Program Foundations
		At Granite Point, we are committed to identifying and responding to business risks and opportunities related to environmental, social and governance (ESG) issues. We are also committed to being a responsible, ethical corporate citizen, an employer of choice for talented professionals, and a positive member of the communities where we live and work.

Granite Point Core Values

Our core values guide us in building and maintaining productive long-term relationships

internally and with our investors, business partners, communities and other stakeholders.

They inform what we do and how we do it, including our ESG program.

Board Oversight of ESG Matters

As reflected in our Corporate Governance Guidelines, our Board oversees our approach to ESG matters and reviews periodic reports from management on related topics. Our Board has assigned duties and responsibilities to its independent committees through their charters to help our Board fulfill its oversight function.

Our Nominating and Corporate Governance Committee provides leadership by assisting the Board in overseeing our overarching ESG approach, and each of the three committees has oversight responsibility for several specific ESG matters consistent with that committee’s overall purpose, as outlined below.

Nominating and Corporate Governance Committee

Reviewing, and assisting our Board in overseeing, our ESG priorities, strategies and related public disclosures

Recommending to our Board changes to our Code of Business Conduct and Ethics and Corporate Governance Guidelines

Reviewing and advising the Board with respect to Board composition, structure and membership

Compensation Committee

Reviewing our human capital management strategies and practices, which may include those

	2024 PROXY STATEMENT / 7

related to recruiting, retention, non-executive compensation, employee engagement, professional development, and diversity, equity and inclusion

Determining compensation of executive officers

Evaluating risks arising from our compensation plans and programs

Audit Committee

Overseeing risks to which our Company is exposed – including those arising from data security issues, climate change and other environmental matters – as well as our assessment and management of such risks

Overseeing our compliance and ethics programs

Management’s Cross-Functional Approach to ESG

We have assembled an ESG working group that reports to our Chief Executive Officer and consists of members from our loan originations, human resources, legal, financial reporting and investor relations functions. This working group meets regularly and has been charged with providing leadership in the following areas:

Identifying the most significant risks and opportunities that ESG matters represent for our business and the most significant impacts that ESG matters have on our business partners, investors, employees, communities and other stakeholders. The group does this work through reflection on the members’ subject matter expertise, consideration of stakeholder priorities communicated to members, and reference to external reporting standards and peer disclosures.

Developing strategies and responsive measures to address ESG risks and opportunities while generating positive impacts

Communicating Granite Point’s ESG priorities, strategies and measures to other team members in all-hands and smaller group meetings, in training sessions, and through the development of policies and other materials distributed to all personnel

Preparing disclosures to provide our external stakeholders information about the ESG matters we have identified as being most significant to our Company, as well as the strategies and responsive measures we have developed

Overview of the Most Significant ESG Matters for Our Company

Guided by our core values and the oversight of our Board, we have identified the following topics as being the most significant ESG matters for our business and stakeholders. You can find more information about these topics on our website atwww.gpmtreit.com/esg. Note that information from our website is not incorporated by reference into this proxy statement.

		Environmental							Social							Governance
		Climate change and other environmental factors pose risks to our investment portfolio that we must actively manage, and we also recognize our responsibility to operate our business in a manner that limits negative environmental impacts							Our social commitment is centered on human capital management – that is, providing resources and support to attract, develop and retain our team of talented professionals – as well as positively engaging with the communities where we operate in New York and Minnesota							A strong governance framework – including an effective ethics and compliance program, thoughtful attention to information security and privacy concerns, and quality corporate governance practices at the Board level – is critical to our long-term success as a real-estate finance company

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			PROPOSAL 2: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION The Board of Directors recommends that you vote FOR this advisory “Say on Pay” proposal. Our executive compensation program is designed to reward performance and align with stockholders’ interests.			FOR (See Page 69)

COMPENSATION PHILOSOPHY

		OUR EXECUTIVE COMPENSATION PROGRAM IS DESIGNED TO:
		• Attract, retain and incentivize the best talent to support our business objectives; • Pay for performance by linking compensation to the achievement of short-term and long-term financial and strategic goals; • Align the interests of our named executive officers, or NEOs, and stockholders by tying elements of executive compensation to corporate performance and generated returns; and • Ensure fair, equitable and competitive pay practices.

2023 TARGET TOTAL DIRECT COMPENSATION

	SAY ON PAY RESULTS IN 2023 Approximately 95% of the votes cast at our 2023 annual meeting of stockholders approved, on an advisory basis, our executive compensation program as described in our proxy statement for that meeting. Our Say on Pay voting results have been consistently high, with approval rates of approximately 97% at our 2022 annual meeting and approximately 96% at our 2021 annual meeting.

	2024 PROXY STATEMENT / 9

QUALITY COMPENSATION PRACTICES

		What We Do
		• A significant portion of each NEO’s compensation is at risk • We have adopted meaningful stock ownership requirements applicable to our NEOs • Our independent Compensation Committee retains an independent compensation consultant who provides no other services to our Company • Performance-based cash and equity awards have a sliding scale earn-out structure that allows for 0% payouts and is capped at 200% of target amounts • Our performance-based equity awards use both absolute and relative performance metrics • Our Compensation Committee conducts an annual compensation risk assessment • We hold an annual Say on Pay vote

		What We Don’t Do
		• Our NEOs do not receive perquisites or retirement plans not available to other employees • We do not allow our NEOs to hedge or pledge their Company stock • We do not have single-trigger accelerated vesting of equity awards upon a change of control of our Company, and our equity plan does not use a liberal definition of “change of control” • Our equity plan does not use liberal share recycling • We do not pay dividends on any performance-based equity units that are not earned through satisfaction of the awards’ performance metrics • We do not provide tax gross-ups • Our NEOs’ employment agreements do not provide for excessive severance payments

			PROPOSAL 3: ADVISORY APPROVAL OF FREQUENCY OF SAY ON PAY VOTES The Board of Directors recommends that you vote on an advisory basis to hold future Say on Pay votes EVERY YEAR.			EVERY YEAR (See Page 70)

			PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR The Board of Directors recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024.			FOR (See Page 71)

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