Cherry Hill Mortgage Investment Corporation (CHMI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, and will be held virtually, with voting on four key proposals including director elections, executive compensation, auditor ratification, and a charter amendment.

• Only stockholders of record as of April 6, 2026, are entitled to vote, with each share carrying one vote.

• The company transitioned to an internally managed structure in November 2024, directly hiring its senior management team.

Voting matters and shareholder proposals

• Proposals include: election of five directors, advisory approval of executive compensation, ratification of EY as auditor for 2026, and approval of a charter amendment to allow stockholders to amend bylaws.

• The charter amendment aims to remove the board's exclusive power to amend bylaws, giving stockholders concurrent authority.

• Stockholders can submit proposals for the 2027 meeting by January 1, 2027.

Board of directors and corporate governance

• The board consists of five directors, with 80% independent and a lead independent director.

• All board committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent directors.

• The board met four times in 2025, with high attendance and regular executive sessions without management.

• The board adopted policies on anti-hedging, insider trading, bribery, political activity, and whistleblower protections.

• The Nominating and Corporate Governance Committee oversees ESG and sustainability risks.