Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On January 24, 2022, the Board of Directors ("the Board") of Angel Oak Mortgage,
Inc. (the "Company") appointed Jonathan S. Morgan as a director, effective
January 24, 2022, with a term expiring at the 2022 annual meeting of the
Company's stockholders. Mr. Morgan fills a vacant seat which was created due to
the resignation of a previous Board member in November 2021. The Board has
determined that Mr. Morgan is "independent" under the corporate governance
standards of the New York Stock Exchange.
Mr. Morgan will receive compensation for his service as a non-employee director
in accordance with the Company's annual director compensation program as
described under the heading "Management - Compensation of Directors in 2020" in
the Company's prospectus dated June 16, 2021, filed with the Securities and
Exchange Commission (the "SEC") on June 21, 2021, pursuant to Rule 424(b)(4)
under the Securities Act of 1933, as amended. Mr. Morgan has also entered into
an indemnification agreement in the form filed as Exhibit 10.24 to the Company's
Registration Statement on Form S-11 (File No. 333-256301) filed with the SEC on
June 8, 2021. In connection with Mr. Morgan's appointment to the Board, the
Board appointed Mr. Morgan to serve as Chairperson of the Compensation Committee
and as a member of the Nominating and Corporate Governance Committee of the
Board.
There are no arrangements or understandings between Mr. Morgan and any other
persons pursuant to which Mr. Morgan was selected as a director, and there have
been no transactions since the beginning of the Company's last fiscal year, or
that are currently proposed, regarding Mr. Morgan that are required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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