AG Mortgage Investment Trust : 2024 Proxy Statement

2024

Proxy Statement

AG MORTGAGE INVESTMENT TRUST, INC.

AG Mortgage Investment Trust, Inc.

245 Park Avenue, 26th Floor

New York, New York 10167

PROXY STATEMENT

FOR

2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 2, 2024

This proxy statement (the "Proxy Statement") is being furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of AG Mortgage Investment Trust, Inc. (the "Company," "we," "us" or "our") for use at our 2024 Annual Meeting of Stockholders (the "Annual Meeting") to be held virtually on Thursday, May 2, 2024 at 9:00 a.m., Eastern Time. Any reference herein to attending the Annual Meeting, including any reference to "in-person" attendance, means attending by remote communication via live webcast on the Internet.

Like an in-person meeting, you can vote and submit questions during the Annual Meeting by visiting https://web.lumiconnect.com/201017455. You must have your 11-Digit Control Number in order to access the Annual Meeting. The Proxy Statement, proxy card, and our 2023 Annual Report to Stockholders (the "Annual Report") will be distributed or made available on or about March 19, 2024 to stockholders of record as of the close of business on March 8, 2024 (the "Record Date").

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

In this section of the Proxy Statement, we answer some common questions regarding our Annual Meeting and the voting of shares at the meeting.

1. Where and when will the annual meeting be held?

1. The meeting will be held on Thursday, May 2, 2024 at 9:00 a.m., Eastern Time. You will be able to participate in the Annual Meeting, vote and submit your questions via live webcast by visiting https:// web.lumiconnect.com/201017455. To satisfy the requirements for admission to the Annual Meeting, please use the passcode "ag2024".

1. Why is the Company holding a virtual meeting?

1. We value and encourage broad investor participation and believe that a virtual meeting does so by providing an opportunity for more stockholders to attend and participate in the meeting, while reducing the cost of planning and holding an in person meeting. Please see "How Do I Attend the Annual Meeting?" and "May Stockholders Ask Questions at the Annual Meeting?" below for additional information regarding how to attend and participate in the Annual Meeting.

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1. What is the quorum for the meeting?

1. A quorum will be present at the Annual Meeting if a majority of the votes entitled to be cast are present, whether in person or by proxy. No business may be conducted at the Annual Meeting if a quorum is not present. As of the Record Date, 29,452,618 shares of common stock were issued and outstanding, and each share of common stock is entitled to one vote. If less than a majority of the outstanding shares entitled to vote are represented at the Annual Meeting, we expect that the Annual Meeting will be adjourned in order to solicit additional proxies creating the necessary quorum. Notice need not be given of the new date, time or place if announced at the Annual Meeting before an adjournment is taken and the new date of the Annual Meeting is not more than 120 days from March 8, 2024, the Record Date. Shares that are voted "For," "Against," "Abstain," or, with respect to the election of directors, "Withhold," will be treated as being present at the Annual Meeting for purposes of establishing a quorum. Accordingly, if you are a stockholder of record as of the close of business on the Record Date and have returned a valid proxy or attend the Annual Meeting, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the Annual Meeting. Broker non-votes will also be counted as present for purposes of determining the presence of a quorum.

1. What am I voting on?

1. (1) The election of eight directors each serving until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified;
2. 1. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024;
   2. Approval, on an advisory basis, of our executive compensation, as described in this Proxy Statement; and
   3. Recommendation, on an advisory basis, of the frequency of future advisory votes to approve our executive compensation.

1. How does the Board recommend that I vote on these proposals?

1. (1) "FOR" the election of each of the nominees as directors;
2. 1. "FOR" the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024;
   2. "FOR" the approval, on an advisory basis, of our resolution on executive compensation, as described in the Proxy Statement; and
   3. "EVERY YEAR" with regard to the frequency of future advisory votes to approve our executive compensation.

1. Who is entitled to vote?

1. Only stockholders of record of our common stock as of the close of business on the Record Date or their duly authorized proxies are entitled to vote at the Annual Meeting.

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1. How do I vote?

1. Whether or not you plan to attend the Annual Meeting, we urge you to authorize your proxy to vote your shares over the Internet as described in your notice regarding the Internet availability of proxy materials ("Notice"). Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided. Authorizing your proxy over the Internet, by mailing a proxy card or by telephone will not limit your right to attend the Annual Meeting and vote your shares in person.

1. How do I vote my shares that are held by my broker?

1. If you have shares held by a broker, you may instruct your broker to vote your shares by following the instructions that the broker provides to you. Most brokers allow you to authorize your proxy by mail, telephone and on the Internet.

1. How do I vote my shares at the Annual Meeting?

1. First, you must satisfy the requirements for admission to the Annual Meeting by visiting https:// web.lumiconnect.com/201017455 and entering the passcode "ag2024". Then, if you are a stockholder of record at the close of business on March 8, 2024, you may cast your vote electronically at the Annual Meeting.
   You may vote shares held in "street name" at the Annual Meeting only if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.
   Even if you plan to attend the Annual Meeting, we encourage you to authorize a proxy to vote your shares in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting.
   If your shares are held in a stock brokerage account or by a bank or other holder of record, after obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Annual Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Equiniti Trust Company, LLC. Requests for registration should be directed to proxy@Equiniti.com or to facsimile number 718-765-8730. Written requests can be mailed to:
   Equiniti Trust Company, LLC Attn: Proxy Tabulation Department 55 Challenger Road, Floor 2 Ridgefield Park, NJ 07660
   Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern Time, on Friday, April 26, 2024.

You will receive a confirmation of your registration by email after we receive your registration materials. Once you receive a confirmation email, including your 11-Digit Control Number, you will be able to participate in the Annual Meeting, vote and submit your questions via live webcast by visiting https:// web.lumiconnect.com/201017455 during the meeting. The password for the meeting is "ag2024". Follow the instructions provided to vote. We encourage you to access the meeting prior to the start time leaving ample time for the check in.

1. How many votes do I have?

1. You are entitled to one vote for each share of common stock you hold as of the close of business on the Record Date. Our stockholders do not have the right to cumulate their votes for directors.

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1. What are the voting requirements that apply to the proposals discussed in this Proxy Statement?

1. With respect to the election of directors, you may vote "For" all nominees, "Withhold" your vote as to all nominees, or you may vote "For All Except" one or more nominees. A properly executed proxy marked "Withhold" with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. Members of the Board are elected by a plurality of votes cast, in person or by proxy, at the Annual Meeting, provided that a quorum is present. This means the eight nominees who receive the greatest number of "For" votes cast will be elected. Neither broker non-votes nor votes marked "Withhold" will have an effect with respect to the election of any nominee.
   You may vote "For," "Against" or "Abstain" on Proposals 2 and 3. To be approved, each of Proposals 2 and 3 must receive the affirmative vote of a majority of the votes cast, in person or by proxy, at the Annual Meeting on the proposal, provided that a quorum is present.
   With respect to the advisory vote on the frequency of future votes to approve our executive compensation, you may vote "Every Year," "Every Two Years," or "Every Three Years." The option of every year, every two years or every three years that receives a majority of all of the votes cast at the Annual Meeting will be the frequency for the advisory vote on executive compensation that has been recommended by stockholders. In the event that no option receives a majority of the votes cast, the Board will consider the option that receives the highest number of votes as the preferred choice of the stockholders.
   Abstentions and broker non-votes, if any, will not be counted as votes cast on Proposals 2, 3 and 4 and will have no effect on the result of the vote.

1. • "Plurality" means with regard to the election of directors, that the eight nominees for director receiving the greatest number of "for" votes cast at the Annual Meeting, in person or by proxy, will be elected.
   • "Majority" means a majority of the votes cast at the Annual Meeting on the particular matter.
2. What is the difference between holding shares as a stockholder of record and as a beneficial owner?

1. If your shares are registered in your name with our transfer agent, Equiniti Trust Company, LLC, you are the "stockholder of record" of those shares.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the "beneficial owner" of those shares. The Notice and Proxy Statement and any accompanying document have been forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.

1. How do I attend the Annual Meeting?

1. You can attend the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting https://web.lumiconnect.com/201017455. You must use the passcode "ag2024" in order to access the Annual Meeting. Online access to the webcast will open 60 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device. We encourage you to access the webcast in advance of the designated start time.

1. May stockholders ask questions at the Annual Meeting?

1. Yes. There will be time allotted at the end of the meeting when our representatives will answer questions from stockholders participating on the webcast.

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1. Why did I not receive my proxy materials in the mail?

1. As permitted by rules of the United States Securities and Exchange Commission (the "SEC"), we are making this Proxy Statement and the Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, available to our stockholders electronically via the Internet. The "e-proxy" process expedites stockholders' receipt of proxy materials and lowers the costs and reduces the environmental impact of our Annual Meeting.

On or about March 19, 2024, we mailed to stockholders of record, as of the close of business on the Record Date, the Notice containing instructions on how to access this Proxy Statement, our Annual Report and other soliciting materials via the Internet. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you had previously indicated that you wanted to receive a printed copy. The Notice instructs you on how to access the Proxy Statement and Annual Report and how you may submit your proxy.

1. Can I vote my shares by filling out and returning the Notice?

1. No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to authorize your proxy via the Internet or by telephone or vote in person at the Annual Meeting or to request a paper proxy card, which will contain instructions for authorizing a proxy by the Internet, by telephone or by returning a signed paper proxy card.

1. Will there be any other items of business on the agenda?

1. We do not know of any other matter that may be brought before the Annual Meeting nor do we foresee or have reason to believe that proxy holders will have to vote for substitute or alternate nominees for election to the Board. In the event that any other matter should come before the Annual Meeting or any nominee is not available for election, the persons named in the enclosed proxy will have discretionary authority to exercise all proxies with respect to such matters in accordance with their discretion.

1. Who has paid for this proxy solicitation?

1. We pay for the cost of preparing, printing and mailing the Notice and, to the extent requested by our stockholders, the proxy materials and any additional materials furnished to stockholders. Proxies may be solicited by our directors or our executive officers or by executive officers of our external manager, AG REIT Management, LLC (our "Manager"), personally, by e-mail or by telephone without additional compensation for such activities. We have also retained D.F. King & Co., Inc. to perform proxy solicitation services at a fee estimated at $8,000, plus out of pocket expenses. We will also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send appropriate solicitation materials to such beneficial owners, and we will pay such holders their standard and ordinary fees. We will also reimburse such holders for their reasonable out-of-pocket expenses.

1. What does it mean if I receive more than one Notice?

1. If you receive more than one Notice, your shares are registered in more than one name or are registered in more than one account. Sign and return all proxy cards to ensure that all your shares are voted.

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