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 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 having one vote.

• The company transitioned to internal management in November 2024, ending its external management agreement.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of five directors, (2) advisory approval of executive compensation, (3) ratification of EY as auditor for 2026, and (4) 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.

• Proposals require varying majorities; the charter amendment needs a majority of all votes entitled to be cast.

Board of directors and corporate governance

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

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised solely of independent directors.

• Directors are elected annually; board and committee meetings had full attendance in 2025.

• The board has adopted governance guidelines, a code of ethics, anti-hedging, and insider trading policies.

• Stockholders can communicate with the board via the Secretary.