04/26/2024 | Press release | Distributed by Public on 04/26/2024 07:03
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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P: 212.317.5700
230 Park Avenue, 20th Floor
New York, NY 10169
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Respectfully yours,
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James P. Flynn
Chairman of the Board and Chief Executive Officer
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P: 212.317.5700
230 Park Avenue, 20th Floor
New York, NY 10169
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1.
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Elect the following director nominees to serve until the next succeeding annual meeting of stockholders or until their respective successors are duly elected and qualify: James P. Flynn, James C. Hunt, Neil A. Cummins, William A. Houlihan, Walter C. Keenan and Marie D. Reynolds;
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2.
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Approve, on an advisory basis, the compensation of our named executive officers, as described in the Proxy Statement under "Executive Compensation";
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3.
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Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
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4.
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Transact such other business as may properly come before the meeting or at any adjournment or postponement thereof.
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By order of the board of directors,
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James P. Flynn
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Chairman of the Board and Chief Executive Officer
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Page
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QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND VOTING
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1
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ANNUAL REPORT
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7
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PROPOSAL ONE - ELECTION OF DIRECTORS
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8
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CORPORATE GOVERNANCE
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12
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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18
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DIRECTOR COMPENSATION
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19
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EXECUTIVE OFFICERS
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21
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EXECUTIVE COMPENSATION
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22
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OWNERSHIP OF SECURITIES
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25
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TRANSACTIONS WITH RELATED PERSONS
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27
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PROPOSAL TWO - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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30
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PROPOSAL THREE - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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31
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FEES BILLED BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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32
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PRE-APPROVAL POLICY
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32
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REPORT OF THE AUDIT COMMITTEE
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33
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OTHER MATTERS
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34
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CERTAIN INFORMATION NOT DEEMED INCORPORATED BY REFERENCE IN ANY SECURITIES AND EXCHANGE COMMISSION FILINGS
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35
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Q.
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When are this Proxy Statement and the accompanying materials scheduled to be sent to stockholders?
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A.
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Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about May 1, 2024, we sent you a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability").
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Q.
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Why am I receiving these materials?
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A.
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We have made these materials available to you over the Internet or delivered paper copies of these materials to you by mail because the Company's board of directors is soliciting your proxy to vote your shares of common stock at the Annual Meeting to be held on June 13, 2024, at 10:00 a.m., Eastern Time, via live webcast at www.virtualshareholdermeeting.com/LFT2024. This Proxy Statement includes information that is designed to assist you in voting your shares and information that we are required to provide to you under the rules of the SEC.
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Q.
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Why did I receive the Notice of Internet Availability instead of a full set of proxy materials?
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A.
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Pursuant to rules adopted by the SEC, the proxy materials, including the Notice of 2024 Annual Meeting of Stockholders (the "Notice of Annual Meeting"), this Proxy Statement and proxy card or, for shares held in street name (held for your account by a bank, broker or other nominee), voting instruction form, and our 2023 Annual Report on Form 10-K (collectively, the "Proxy Materials"), are available to stockholders on the Internet. We believe electronic delivery will expedite the receipt of materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Accordingly, we have sent a Notice of Internet Availability to stockholders of record and beneficial owners of our common stock on or about April 16, 2024.
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Q.
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What is a proxy?
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A.
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A "proxy" is a written authorization from you to another person that allows such person, the proxy holder, to vote your shares on your behalf. Our board of directors is asking you to allow James P. Flynn, our Chairman of the Board and Chief Executive Officer, and James A. Briggs, our Chief Financial Officer, to vote your shares at the Annual Meeting.
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Q.
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Who is entitled to vote? How many votes do I have?
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A.
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Our board of directors has fixed the close of business on April 16, 2024 as the date to determine the common stockholders who are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof. We refer to such date in this Proxy Statement as the "Record Date." On the Record Date, 52,257,315 shares of our common stock were outstanding and eligible to vote. Each share of common stock is entitled to one vote on each matter submitted for stockholder approval.
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What is the difference between holding shares as a stockholder "of record" and as a "beneficial owner"?
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A.
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Stockholders of Record. You are a stockholder of record if at the close of business on the Record Date your shares were registered directly in your name with American Stock Transfer and Trust Company, our transfer agent.
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What is the purpose of the Annual Meeting?
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At the Annual Meeting our common stockholders will be asked to consider and vote upon three proposals:
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1.
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Election of the following director nominees to serve until the next succeeding annual meeting or until their respective successors are duly elected and qualify: James P. Flynn, James C. Hunt, Neil A. Cummins, William A. Houlihan, Walter C. Keenan and Marie D. Reynolds;
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2.
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Approval, on an advisory basis, of the compensation of our named executive officers, as described in the Proxy Statement under "Executive Compensation"; and
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3.
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Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
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Q.
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What does the board of directors recommend?
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A.
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Our board of directors unanimously recommends that you vote:
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"FOR" the election of each of the named nominees to our board of directors;
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"FOR" the approval, on an advisory basis, of the compensation of our named executive officers, as described in the Proxy Statement under "Executive Compensation"; and
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"FOR" the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.
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Q.
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How do I attend the Annual Meeting? What do I need to log in?
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A.
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The Annual Meeting will begin at 10:00 a.m., Eastern Time, on June 13, 2024. All common stockholders of record on the Record Date are invited to attend the Annual Meeting. This year, the 2024 Annual Meeting will be conducted exclusively virtually via live webcast at www.virtualshareholdermeeting.com/LFT2024 (the "Annual Meeting Website"). Please note that stockholders will need their unique control number which appears on their Notice of Internet Availability, the proxy card (printed in the box and marked by the arrow), and the instructions that accompanied the proxy materials in order to access the live webcast. Beneficial stockholders who do not have a control number may gain access to the meeting by logging into their bank, brokerage firm or other nominee website and selecting the shareholder communications mailbox to link through to the Annual Meeting. Instructions should also be provided on the voting instruction form provided by your broker, bank, or other nominee.
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Q.
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How do I vote and what are the voting deadlines?
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A.
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If you hold shares directly in your own name and are the holder of record, you have four voting options. You may vote using one of the following methods:
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Internet. Under Maryland law, stockholders may validly grant proxies over the Internet. You can vote over the Internet by accessing the website at www.proxyvote.com and following the instructions on the website. Internet voting is available 24 hours a day until 11:59 p.m. Eastern Time on June 12, 2024. If you vote over the Internet, do not return your proxy card.
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Telephone. You can vote by telephone by calling the toll-free number 1-800-690-6903 in the United States, Canada or Puerto Rico on a touch-tone phone. You will then be prompted to enter the control number printed on your proxy card and to follow the subsequent instructions. Telephone voting is available 24 hours a day until 11:59 p.m. Eastern Time on June 12, 2024.
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Mail. If you received printed copies of the proxy materials, you can vote by mail by simply completing, signing, dating and mailing your proxy card in the postage-paid envelope included with this Proxy Statement.
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Live Webcast. You may attend the Annual Meeting virtually and cast your vote on www.virtualshareholdermeeting.com/LFT2024 during the live webcast; this will revoke any proxy previously submitted. Even if you plan to be virtually present at the Annual Meeting, we encourage you to vote your common stock by proxy in advance of the Annual Meeting using the Internet, telephone or mail, as described above.
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Q.
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What vote is required to approve each item and how are votes counted?
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Votes cast by proxy or during the Annual Meeting will be counted by the persons appointed by the Company to act as tabulators for the meeting. Abstentions and broker non-votes, which are described below, are not counted as votes cast and, therefore, do not have the effect of votes in opposition to such proposals.
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Q.
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What will happen if I do not vote my shares?
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A.
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Stockholders of Record. If you are the stockholder of record of your shares and you do not vote via live webcast at the Annual Meeting or by proxy via the Internet, by telephone or by mail, your shares will not be voted at the Annual Meeting.
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Q.
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What is the effect of a broker non-vote or abstention?
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A.
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Under the NYSE rules, brokers or other nominees who hold shares for a beneficial owner and have transmitted proxy materials to customers have the discretion to vote on a limited number of routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. Brokers or other nominees may not vote the shares of its customers for non-routine matters without voting instructions. When a broker's customer does not provide the broker with voting instructions on non-routine matters, the broker cannot vote on those matters and instead reports the number of such shares as broker "non-votes." Pursuant to Maryland law, broker non-votes and abstentions are not included in the determination of the shares of common stock voting on such matter, but are counted for the purpose of determining a quorum.
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Q.
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What if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted?
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A.
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Stockholders of Record. If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, all of your shares will be voted FOR Proposals 1, 2 and 3.
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Q.
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What if I change my mind after I vote my shares?
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A.
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If you are a stockholder of record, you can revoke your proxy by:
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Sending written notice of revocation to the Corporate Secretary, Lument Finance Trust, Inc., 230 Park Avenue, 20th Floor, New York, NY 10169;
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Submitting a properly signed proxy with a later date;
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Submitting a later dated proxy over the Internet or by telephone in accordance with the instructions on the proxy card; or
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Voting your shares electronically at the Annual Meeting.
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Q.
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What does it mean if I receive more than one proxy card or voting instructions from more than one bank, broker or other nominee?
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A.
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It probably means that your shares of common stock are held in multiple accounts. Please vote all shares of common stock you hold of record or beneficially.
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Q.
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What is a quorum?
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A.
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A quorum is necessary to hold a valid meeting. The presence, via the live webcast or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum for the conduct of business. If there are not sufficient shares present or represented by proxy at the Annual Meeting to constitute a quorum for approval of any matter to be voted upon, the Annual Meeting may be adjourned to permit further solicitation of proxies in order to achieve a quorum. Abstentions or withheld votes and broker non-votes are counted as shares present and entitled to vote for the purpose of determining whether a quorum is present.
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Q.
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How will voting on any other business be conducted?
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A.
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Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual Meeting, we do not know of any business or proposals to be considered at the Annual Meeting. If any other matters are properly proposed and presented at the Annual Meeting or any adjournment thereof, your signed proxy card gives authority to each of James P. Flynn, our Chairman of the Board and Chief Executive Officer, and James A. Briggs, our Chief Financial Officer, to vote on such matters in his discretion. In general, the affirmative vote of a majority of the votes cast by stockholders entitled to vote and represented at the Annual Meeting, assuming a quorum is present, is required for a particular matter to be deemed an act of the stockholders. For certain corporate actions, Maryland law may require a greater percentage of affirmative votes in order to be effective.
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Q.
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What happens if the Annual Meeting is adjourned or postponed?
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A.
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Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted.
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Q.
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How can I find the results of the Annual Meeting?
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A.
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We will publish the voting results in a Current Report on Form 8-K, which is required to be filed with the SEC within four business days following the Annual Meeting. You can also review the results in the "Investor Relations" section of our website at lumentfinancetrust.com/investor-relations.
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Q.
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Who is making and paying for this proxy solicitation?
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A.
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This proxy is solicited on behalf of our board of directors. The cost of solicitation will be borne directly by the Company. Our directors, officers and employees may, without additional compensation, solicit proxies personally or by e-mail, telephone, fax or special letter. We will reimburse banks, brokers and other custodians, nominees and fiduciaries for their reasonable costs of sending the proxy materials to our beneficial owners.
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Q.
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Who will count the votes?
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A.
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A representative of Broadridge Financial Solutions, Inc. will be responsible for determining whether or not a quorum is present and will tabulate votes cast at the Annual Meeting.
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Q.
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What is the deadline and the procedure for proposing actions for consideration at our 2025 Annual Meeting of Stockholders?
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A.
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Stockholder Proposals for Inclusion in our 2025 Proxy Statement. Under the rules and regulations of the SEC, proposals of stockholders intended to be included in our proxy statement for presentation at our 2025 Annual Meeting of Stockholders must be received by us at our corporate offices no later than December 27, 2024 (120 days preceding the one-year anniversary of the mailing date of this Proxy Statement) and must satisfy the conditions established by the SEC for stockholder proposals to be included in our proxy statement and form of proxy for that meeting.
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Q.
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Where are the Company's principal executive offices located and what is the Company's main telephone number?
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A.
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The Company's principal executive offices are located at 230 Park Avenue, 20th Floor, New York, NY 10169. The Company's main telephone number is (212) 317-5700.
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Q.
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What can I do if I need technical assistance during the virtual Annual Meeting?
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A.
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If you encounter any difficulties accessing the virtual Annual Meeting webcast, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/LFT2024.
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Q.
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Whom should I call with other questions?
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A.
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If you have additional questions about this Proxy Statement or the Annual Meeting, please contact our Corporate Secretary at the address and/or telephone number set forth above.
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Name
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Age
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Position Held with Us
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Director
Since
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James P. Flynn(1)
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47
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Chairman of the Board and Chief Executive Officer
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2019
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Neil A. Cummins(2)
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70
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Independent Director
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2013
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James C. Hunt(3)
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54
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Independent Director
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2018
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William A. Houlihan(4)
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68
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Independent Director
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2013
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Walter C. Keenan(2)
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56
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Independent Director
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2015
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Marie D. Reynolds(1)
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57
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Director
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2022
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(1)
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Mr. Flynn and Ms. Reynolds have been designated as nominees by Lument Investment Holdings, LLC ("Lument IH") pursuant to a director designation agreement that we entered into with Lument IH on April 26, 2022. See "Transactions with Related Persons" for more information regarding the director designation agreement with Lument IH.
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(2)
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Currently a member of the audit committee, compensation committee and nominating and corporate governance committee. Mr. Keenan is the chair of our compensation committee. Mr. Cummins is chair of our nominating and corporate governance committee.
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(3)
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Currently a member of the compensation committee.
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(4)
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Currently a member of the audit committee and nominating and corporate governance committee. Mr. Houlihan is the chair of our audit committee and an audit committee financial expert. Mr. Houlihan is also the lead independent director.
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our financial reporting, auditing and internal control activities, including the integrity of our financial statements;
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our compliance with legal and regulatory requirements;
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the independent auditor's qualifications and independence;
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the performance of our internal audit function and independent auditor; and
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risk management, including cybersecurity threats.
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the sole authority to determine the Chief Executive Officer's compensation, if any (to the extent that the terms of the agreement with the Manager change and we become responsible for paying the compensation or any other employee benefits of our Chief Executive Officer);
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reviewing and approving all compensation, if any, for all other executive officers (to the extent that the terms of the agreement with the Manager change and we become responsible for paying the compensation or any other employee benefits of our other executive officers);
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reviewing and making recommendations regarding all employment, severance or change-in-control agreements, and special or supplemental benefits or provisions applicable to executive officers, if any;
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overseeing any equity incentive plans we have adopted and our stockholders have approved; and
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preparing and approving (or causing to be prepared and approved), reviewing and discussing the executive compensation and director compensation disclosures for our annual proxy statement filed with the SEC.
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providing counsel to our board of directors with respect to the organization, function and composition of our board of directors and its committees;
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reviewing and evaluating, at least annually, the performance of each current director and considering the results of such evaluation in determining whether or not to recommend the nomination of such director for an additional term;
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overseeing the self-evaluation of our board of directors and our board of director's evaluation of management;
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periodically reviewing and, if appropriate, recommending to our board of directors changes to our corporate governance policies; and
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identifying and recommending to our board of directors potential director candidates for nomination.
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personal and professional integrity, ethics and values;
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experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today's business environment;
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experience in our industry and with relevant social policy concerns;
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experience as a board member of another publicly held company;
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academic expertise in an area of our operations; and
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practical and mature business judgment, including ability to make independent analytical inquiries.
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Independent Director
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Aggregate Number of Shares of
Common Stock Received
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Price per Share(1)
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Dollar Amount of
Foregone Earned Cash
Compensation
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Neil A. Cummins
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4,337
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$2.2825
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$9,899
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Walter C. Keenan
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6,571
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$2.2825
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$14,998
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James C. Hunt
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6,571
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$2.2825
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$14,998
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(1)
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Represents the average closing price of our common stock for the ten trading days immediately preceding December 29, 2023.
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Name
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Fees Earned or
Paid in Cash(1)
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Stock
Awards
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Total
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Neil A. Cummins
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$60,000
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$-
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$60,000
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William A. Houlihan
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$65,000
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$-
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$65,000
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Walter C. Keenan
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$60,000
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$-
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$60,000
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James C. Hunt
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$50,000
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$-
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$50,000
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(1)
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Pursuant to the Independent Directors Stock-for-Fees Program, each of our independent directors may elect to receive all or a portion of their annual retainer and chair fees in the form of shares of our common stock in lieu of payment in cash. As of December 31, 2023, Mr. Cummins elected to receive 4,337 shares of common stock at a price of $2.2825 in lieu of cash compensation of $9,899.20, Mr. Keenan elected to receive 6,571 shares of common stock at a price of $2.2825 in lieu of cash compensation of $14,998.31 and Mr. Hunt elected to receive 6,571 shares of common stock at a price of $2.2825 in lieu of cash compensation of $14,998.31.
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Name
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Age
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Position Held With Us
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James P. Flynn
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47
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Chief Executive Officer and Chairman of the Board
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James J. Henson
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71
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President
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James A. Briggs
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57
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Chief Financial Officer
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Summary Compensation Table Name and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Total
($)
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James P. Flynn(1)(2)
Chief Executive Officer and Chairman of the Board
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2023
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-
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-
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-
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2022
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-
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-
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| |
-
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||
James J. Henson(1)(2)
President (since May 22, 2023)
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2023
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| |
-
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-
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-
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2022
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| |
n/a
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| |
n/a
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| |
n/a
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||
Michael P. Larsen(1)(2)(3)
President (until April 18, 2023)
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2023
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-
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-
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-
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2022
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-
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-
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-
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||
James A. Briggs(1)(2)
Chief Financial Officer
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2023
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-
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-
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-
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2022
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-
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-
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-
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(1)
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Messrs. Flynn, Henson and Briggs are employees of Lument, an affiliate of the Manager, and are not paid compensation by us. Mr. Larsen was an employee of Lument, an affiliate of the Manager, and was not paid compensation by us.
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(2)
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In 2023 and 2022, Messrs. Flynn, Henson and Larsen did not receive any compensation from us, the Manager or any of their affiliates for their time spent managing our affairs. In 2023 and 2022, the amount of total compensation paid by the Manager or any of its affiliates to Mr. Briggs that was allocable to him based on his percentage of time spent managing our affairs, which compensation was reimbursed by us pursuant to the terms of the Management Agreement, was $259,333 and $327,509, respectively.
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(3)
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Mr. Larsen has resigned from his position with us effective April 18, 2023.
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Beneficial Ownership Table Name of Beneficial Owner
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Shares of
Common
Stock Owned
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Percentage of
Common
Stock Owned**
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Greater than 5% Holders
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| | | | ||
XL Bermuda Ltd(1)
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| |
3,340,780
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6.4%
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Hunt Companies Equity Holdings, LLC(2)
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5,774,752
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11.1%
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Lument Investment Holdings, LLC(3)
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14,318,614
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27.4%
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Directors, Director Nominees and Executive Officers
|
| | | | ||
James P. Flynn
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298,220
|
| |
*
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James J. Henson
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65,000
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*
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James A. Briggs
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48,750
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| |
*
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Neil A. Cummins
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62,615
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*
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William A. Houlihan
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188,732
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*
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Walter C. Keenan(4)
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119,780
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| |
*
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Marie D. Reynolds
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-
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*
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James C. Hunt
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611,336
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1.2%
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All directors, director nominees and executive officers as a group (eight persons)
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1,394,433
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2.7%
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*
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Represents less than 1% of the shares of our common stock outstanding.
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**
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Based on 52,257,315 shares of our common stock outstanding as of April 16, 2024.
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1.
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Based on a Schedule 13D/A filed with the SEC on February 24, 2022 by AXA Investment Managers S.A. on behalf of AXA S.A. ("AXA"), XL Bermuda Ltd ("XL Bermuda") and XL Group Investment Ltd ("XL GI Ltd"), pursuant to which AXA, XL Bermuda and XL GI Ltd have reported shared voting and shared dispositive power over 3,340,780 shares of our common stock. The address of the principal office for AXA is 25 avenue Matignon, 75008 Paris, France. The address of the principal office of XL GI Ltd and XL Bermuda is O'Hara House, One Bermudian Road, Hamilton HM08, Bermuda.
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2.
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Based on a Schedule 13D/A filed with the SEC on February 25, 2022 by Hunt Companies Equity Holdings, LLC ("Hunt CE Holdings"), Hunt Capital Holdings Investments, LLC ("Hunt CH Investments"), Hunt ELP, Ltd. ("Hunt ELP"), HB GP, LLC ("HB GP"), Hunt Company, LLC ("Hunt Company"), Hunt Companies, Inc. ("HCI"), Woody L. Hunt ("Mr. W.L. Hunt") and James Christopher Hunt ("Mr. J.C. Hunt" and, together with Hunt CE Holdings, Hunt CH Investments, Hunt ELP, HB GP, Hunt Company, HCI and Mr. W.L. Hunt, the "Hunt Reporting Persons"), pursuant to which Hunt CE Holdings, Hunt CH Investments, Hunt ELP, HB GP, Hunt Company, HCI and Mr. W.L. Hunt have reported shared voting and shared dispositive power over 5,774,752 shares of our common stock held directly by Hunt CE Holdings and Mr. J.C. Hunt has reported sole voting and sole dispositive power of 550,000 shares of our common stock held directly by Mr. J.C. Hunt. The address of the principal office of each of the Hunt Reporting Persons is 601 N. Mesa Street, Suite 1900, El Paso, Texas 79901.
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3.
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Based on a Schedule 13D/A filed with the SEC on April 29, 2022 by Lument IH, the principal office of which is located at 2001 Ross Avenue, Suite 1900, Dallas, Texas 75201, and ORIX, the principal office of which is located at World Trade Center Building, South Tower, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo, Japan 105-5135. Lument IH is an indirect, wholly owned subsidiary of ORIX. Lument IH and ORIX share the power to vote or to direct the vote and to dispose or to direct the disposition of the 14,318,614 shares of common stock each of them may be deemed to beneficially own.
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4.
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Includes 50,000 shares of common stock held directly by Mr. Keenan's wife over which Mr. Keenan's wife exercises sole voting and investment power. Mr. Keenan disclaims beneficial ownership of the shares of common stock held directly by his wife except to the extent of his pecuniary interest in those shares.
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•
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the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;
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•
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the director or officer actually received an improper personal benefit in money, property or services; or
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•
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in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
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Year Ended
December 31,
2023
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Year Ended
December 31,
2022
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|
Audit Fees(1)
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$880,750
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$812,000
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Audit- Related Fees(2)
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-
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-
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Tax Fees(3)
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-
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-
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Total
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$880,750
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$812,000
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(1)
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Represents fees and expenses for professional services provided in connection with the audit of our annual financial statements, review of our quarterly financial statements and audit services provided in connection with our regulatory filings.
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(2)
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Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit Fees.
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(3)
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Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning.
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By order of the board of directors,
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James P. Flynn
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Chairman of the Board and Chief Executive Officer
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