ADAMAS TRUST, INC.
For the period ended Jun 11, 2026. Filed Apr 24, 2026.
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Jun 11, 2026 · Filed Apr 24, 2026
Contents
COMMITMENT TO CORPORATE RESPONSIBILITY
Adamas is committed to responsible business practices that support the long-term success of our Company. We believe that sound governance, operational efficiency, and thoughtful management of our business contribute to long-term positive returns for stockholders. We prioritize what we believe are appropriate corporate responsibility practices in our business, a commitment to transparency and supportive employment practices.
To that end, our focus on responsible business practices is strategically important to the Company. We consider various factors and developments to further inform our future strategic direction and priorities. Our areas of focus include (1) Human Capital and Investment Practices, (2) Sustainability, and (3) Corporate Governance.
Human Capital and Investment Practices
We recognize that the Company plays an important part in the lives of our employees and we strive to create a workplace where employees feel heard, valued and appreciated. Our commitment to a healthy workforce starts with our goal to attract, retain and develop a highly talented workforce made up of individuals with different attributes, backgrounds, knowledge, skills and perspectives. We also strive to have a workforce that reflects the mix of qualified talent that is available in the markets where our offices are located.
The Company's primary social considerations and impact can be seen in our human capital management and investment activity, both of which are critical to our success as an organization.
Human Capital
As of December 31, 2025, we had 221 full-time employees, including our executive management team, 160 (or 72%) of which are directly engaged in the operations of Constructive. Our employees are generally located in offices in New York, New York, Charlotte, North Carolina, Woodland Hills, California and Oakbrook Terrace, Illinois, while certain of our employees work on a fully remote basis. We believe that our employees are our greatest asset and recognize that our achievements and growth as a business are made possible by the recruitment, hiring, training, development and retention of our dedicated employees. As part of our ongoing business, we evaluate and modify our internal processes to improve employee engagement, productivity and efficiency, which benefit our operations.
We are committed to maintaining workplaces that are free from discrimination or harassment based on age, disability, race, ethnicity, gender identification or expression, national origin, sexual orientation, religion, pregnancy, marital and familial status and other statuses protected by law. We conduct annual required trainings for our employees, including those designed to prevent harassment and discrimination and direct compliance with ethics and laws, and monitor employee conduct, compliance and progress in this regard.
We strive to provide pay, benefits and services that help meet the varying needs of our employees. Our general total compensatory packages include market-competitive pay, performance-based annual bonus compensation, time- and performance-based long-term incentive compensation for key employees, employer-funded health insurance, paid time off, and family leave. We believe that by supporting, recognizing, developing and investing in our employees, we are able to attract and retain a highly qualified and talented workforce.
Investment Activity
A substantial part of our business is the acquisition and management of residential loans in the secondary market, as well as acquisition of residential mortgage-backed securities and other mortgage-related instruments. We also originate business purpose loans for residential real estate investors through Constructive. As a provider of private capital to the U.S. housing market through our investments in residential loans and residential mortgage-backed securities, our business enhances liquidity in the residential real estate mortgage markets and, in turn, facilitates home ownership in the U.S. As of December 31, 2025, the Company had $10.1 billion in aggregate mortgage and mortgage-related investments. The social benefits of homeownership are well-documented, and home ownership has historically been viewed as an accessible vehicle of individual wealth creation and aids in the development of strong communities. We believe that our investments in residential mortgages play a meaningful role in helping Americans become homeowners.
With respect to loans acquired by us in the secondary market, we do not control the entities that originate those loans, which means that we do not establish the initial terms of those loans or market to or interface with those borrowers prior to their becoming obligated under the loan from the originator. As such, we effectively assume the loan terms and borrower credit profile upon acquisition of the loan. We have a long history of, and pride ourselves on, working with borrowers that are delinquent or experiencing near-term hardship to help return those borrowers to performing status, including through repayment plans, deferral plans, forbearance plans or modifications, where applicable.
We also participate in the U.S. Department of Housing and Urban Development Housing Choice Vouchers (“HCV”) program administered by local public housing agencies (“PHAs”) in which we acquire and then rent single-family rental homes to families that are eligible. We target PHA’s with programs that help families move into high-opportunity neighborhoods with low poverty, high-performing schools, low crime and strong community resources. The goal of the HCV program is to promote better health and life satisfaction for these families. As of December 31, 2025, we owned 442 single-family rental properties through this program representing an aggregate investment of approximately$137.4 million, the majority of which are located in Illinois and Maryland.
Sustainability
Our sustainability strategy is based on simplicity and transparency. Specifically, we endeavor to operate efficiently by (1) reducing waste that is generated by our Company, (2) purchasing, to the extent practicable, cost-effective and responsible products, and (3) reducing internal paper usage. We believe that the Company's corporate footprint and business operations are appropriately scaled for our size and, as of December 31, 2025, two of the Company's four offices are in in LEED certified buildings. We believe in promoting sustainability by using resources as efficiently and responsibly as practicable. Our commitment to these principles is reflected in our daily activities in a variety of ways, including, among others, by utilizing energy and resource efficient products and buildings where and when possible.
Although we are unable to predict the rate at which climate change will progress, we recognize that the physical effects of climate change could have a material adverse effect on our operations. To the extent that climate change impacts changes in weather patterns, properties in which we hold a direct or indirect interest or which serve as collateral underlying our assets could experience severe weather, including, without limitation, hurricanes, tornadoes, severe winter storms, and flooding due to increases in storm intensity and rising sea levels, among other effects. Over time, these conditions could result in decreased property values which in turn could negatively affect the value of the assets we hold. Relatedly, geographical concentrations in our portfolio, including in the mortgages, mortgage securities, and investments in real properties we hold, may present certain vulnerabilities to the impacts of localized weather conditions resulting from climate change, such as increased coastal flooding, wildfires or prolonged droughts in arid regions.
We also recognize increasing financial risks linked to climate change could impact our portfolio and the availability of the assets we target for investment. With significant attention and activism relating to the need to shift toward renewable energy sources as a result of climate change, it is possible that less capital will be allocated to originating our targeted assets or the terms for these assets may become less attractive to us in the future. Relatedly, to the extent that climate change impacts meteorological conditions potentially leading to damage and reductions in the value of our properties or the collateral underlying our assets, this may result in increased interest rates for mortgages and/or decreased availability of adequate insurance coverage for the properties we choose to invest in or that underlie our assets.
We believe that the diversification of our portfolio, both geographically and across asset types, and the availability of insurance to borrowers, operating partners and us may provide some protection against certain events and may help to mitigate the impact of any single event. We continue to evaluate climate risk related data and technical advice received, which we believe will allow us to adjust to and address the risks posed by climate change and their short-and long-term implications, in a manner that is appropriate relative to the scale of our portfolio.
Corporate Governance
Adamas’ commitment to corporate responsibility means embedding it into all aspects of our business. We believe that good corporate governance is essential to the long-term success of the Company. Our Board of Directors is committed to maintaining best-in-class corporate governance practices and policies that are in the best interests of our stockholders. Highlights of our corporate governance practices are provided below.
| Corporate Governance Highlights | |
|---|---|
| Independent Audit, Compensation and Nominating & Corporate Governance Committees. | All three members of our Audit Committee qualify as “audit committee financial experts.” |
| Chair of the Board of Directors is separate from the Chief Executive Officer. | Five of our seven director nominees are independent. |
| Independent Lead Director. | Stockholders, in addition to the Board of Directors, have the power to alter, amend or repeal our Bylaws and to make new Bylaw provisions, in each case by the affirmative vote of the holders of a majority of the shares of our common stock then outstanding and entitled to vote on the proposed amendment. |
| Independent directors met in executive sessions on four separate occasions. | No shareholder rights plan or “poison pill.” |
| Annual election of all directors. | Our Board of Directors has adopted a resolution exempting us from application of the Maryland Business Combination Act. |
| Majority voting standard in uncontested director elections, with a resignation policy for directors who do not receive majority support. | Our Bylaws provide that we are not subject to the Maryland Control Share Acquisition Act. |
| Our Board of Directors' composition reflects a range of qualifications and perspectives | Directors and executive officers are subject to robust stock ownership guidelines. |
| Independent directors bring varied professional backgrounds | Directors and executive officers are prohibited from engaging in short-selling, pledging or hedging transactions involving our securities. |
| Average tenure of our independent director and director nominees equals 9.8 years and 10.7 years, respectively. | "Double-trigger" vesting provisions in executive officer equity awards -- as such, equity awards made to our NEOs will not accelerate or vest solely due to a change in control. |
Our Board of Directors sets the tone for our Company and has implemented strong governance practices and features, as described throughout this proxy statement, and exercises general oversight of our Company directly at the Board of Director level or through its standing committees, including our strategic direction, the performance of our executive officers, corporate responsibility matters, and our risk management processes. Our director nominees represent a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring a mix of qualifications, experience, skills, expertise, qualities and fresh perspectives to our Board of Directors’ deliberative processes.
Our commitment to responsible business practices includes management oversight and dedicated teams of professionals who collaborate with subject-matter experts throughout the business. Our Board of Directors allocates oversight of corporate responsibility matters generally amongst the full Board of Directors and our Board of Directors' three independent committees rather than delegating responsibility for oversight to a single committee. By separating areas of focus and attention, each of these committees and the full Board of Directors oversee areas of corporate responsibility within their respective areas of focus. For example, our full Board of Directors oversees strategic direction and portfolio construction, which considers various business and operational risks, such as elements of climate risk, while the Audit Committee oversees, among other things, our risk assessment and risk management policy and processes, including those related to climate change and information security risk, and the Compensation Committee oversees, among other things, executive compensation risks and human capital risks associated with compensation. The Nominating & Corporate Governance Committee oversees our governance practices including, among other things:
Our commitment to conducting our business in a manner that is fair, ethical and transparent, and responsible and compliant with all applicable laws and regulations.
The regular review and, as appropriate, updating of key policy documents considering current regulations and best practices.
Ensuring that, as part of our director nomination process, our Board of Directors seeks a broad range of perspectives and considers many factors, including the backgrounds, qualifications, skills, expertise, qualities and experience of directors and prospective directors.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.