NEW YORK MORTGAGE TRUST INC (Form: 8-K, Received: 11/16/2021 17:00:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2021

NEW YORK MORTGAGE TRUST, INC.

(Exact name of registrant as specified in its charter)


Maryland	001-32216	47-0934168
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

90 Park Avenue

New York, New York 10016

(Address and zip code of

principal executive offices)

Registrant’s telephone number, including area code: (212) 792-0107

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

NYMT

NASDAQ

Stock Market

7.75% Series B Cumulative Redeemable Preferred Stock,

NYMTP

NASDAQ

Stock Market

par value $0.01 per share, $25.00 Liquidation Preference

8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,

NYMTN

NASDAQ

Stock Market

par value $0.01 per share, $25.00 Liquidation Preference

7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,

NYMTM

NASDAQ

Stock Market

par value $0.01 per share, $25.00 Liquidation Preference

6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,

NYMTL

NASDAQ

Stock Market

par value $0.01 per share, $25.00 Liquidation Preference

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (§230.405 of this chapter) or Rule 12b-2 under the Exchange Act (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Officer Appointments

On November 16, 2021, New York Mortgage Trust, Inc. (the “Company”) announced the following changes to its management that will be effective January 1, 2022. The Board of Directors of the Company (the “Board”) has appointed Jason T. Serrano as President and Chief Executive Officer of the Company, effective on January 1, 2022, and Steven R. Mumma, who presently serves as the Chairman of the Board and Chief Executive Officer of the Company, as Executive Chairman of the Company, effective on January 1, 2022. In this role, Mr. Mumma is expected to (a) serve as Chairman of the Board and oversee corporate, investment, risk management, and capital management strategies of the Company, (b) assist Mr. Serrano in the assumption of duties and responsibilities as Chief Executive Officer of the Company, and (c) work collaboratively with Mr. Serrano with respect to the foregoing and ongoing matters. Mr. Mumma is expected to continue to devote substantially all of his working time and professional efforts to the business and affairs of the Company in his role as Executive Chairman. Mr. Serrano will have an initial term of two years as Chief Executive Officer of the Company, while Mr. Mumma’s term as Executive Chairman will expire on December 31, 2022, subject to extension upon mutual agreement of the parties.

Mr. Serrano, 46, currently serves as President of the Company. Mr. Serrano has served as President since January 2019 and has been a member of the Board since March 2019. Prior to joining the Company, Mr. Serrano was a Partner at Oak Hill Advisors, L.P. (“OHA”), an alternative investment management firm, from January 2014 to December 2018 and a Managing Director at OHA from April 2008 to December 2013. While at OHA, Mr. Serrano ran the mortgage investment business. Prior to joining OHA, Mr. Serrano served as a Principal at The Blackstone Group, where he led the structured finance investment team. Before Blackstone, he spent five years at Fortress Investment Group as Vice President, assisting in the management of $2 billion of distressed structured products and whole-loan portfolios. He also spent five years at Moody’s as a rating analyst for collateralized debt obligations and derivatives. He earned a Bachelor of Science degree from Oswego State University.

Mr. Mumma, 63, currently serves as Chief Executive Officer of the Company and Chairman of the Board. Mr. Mumma has served as Chief Executive Officer since February 2009 and Chairman of the Board since March 2015. Mr. Mumma was appointed President, a role he held until May 2016, and Co-Chief Executive Officer effective March 31, 2007 and served as Chief Financial Officer from November 2006 to October 2010. Prior to serving in the above capacities, Mr. Mumma served as the Company’s Chief Investment Officer, a position to which he was named in July 2005, and as Chief Operating Officer, commencing in November 2003. From 1981 to 2003, Mr. Mumma served in various financial and accounting roles for financial and accounting institutions. Mr. Mumma received a B.B.A. from Texas A&M University.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and uncertainties. The Company’s actual results, outcomes or courses of action may differ from its beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as "anticipate," "estimate," "will," "should," "may," "expect," "project," "believe," "intend," "seek," "plan" and similar expressions or their negative forms, or by references to strategy, plans, or intentions. The Company’s results, outcomes or courses of action can change depending on a variety of factors, some of which are beyond the Company’s control and/or are difficult to predict, including, without limitation, changes in market conditions and economic trends. Furthermore, forward-looking statements are subject to risks and uncertainties, including, among other things, those described under Item 1A of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2021. Other risks, uncertainties, and factors that could cause actual results, outcomes or courses of action to differ materially from those projected may be described from time to time in reports the Company files with the SEC, including reports on Forms 10-Q, 10-K and 8-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release announcing the matters outlined herein on November 16, 2021. The text of the press release is included as Exhibit 99.1 to this Form 8-K. Pursuant to the rules and regulations of the SEC, such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished with this Current Report on Form 8-K.


Exhibit No.						Description
99.1						Press release dated November 16, 2021.
104						Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	NEW YORK MORTGAGE TRUST, INC.
	(Registrant)

Date: November 16, 2021	By:	/s/ Kristine R. Nario-Eng
		Kristine R. Nario-Eng
		Chief Financial Officer

New York Mortgage Trust, Inc. Announces Leadership Succession

NEW YORK, NY November 16, 2021 (GLOBE NEWSWIRE) – New York Mortgage Trust, Inc. (Nasdaq: NYMT) (the “Company”) announced today that, Steven R. Mumma, the Chairman of the Board of Directors of the Company (the “Board”) and Chief Executive Officer, will transition to the role of Executive Chairman of the Company and that the Company’s President, Jason T. Serrano, will succeed Mr. Mumma as Chief Executive Officer of the Company, each effective on January 1, 2022.

As Executive Chairman, Mr. Mumma will remain an integral member of the executive management team and continue to play a significant role in the Company’s ongoing investment decisions, risk management activities, and capital management strategies. Mr. Mumma’s term as Executive Chairman will begin on January 1, 2022 and continue through December 31, 2022, subject to extension upon mutual agreement of the parties.

“We were extremely fortunate to have been able to recruit Jason to the Company as our President in January 2019 after building a distinguished career as an alternative credit asset manager. Over the last two years, Jason has assumed leadership roles across all of the Company’s investment strategies and operations and greatly expanded our capabilities in self-managing, sourcing and developing credit assets,” said Mr. Mumma. “While I will remain actively engaged in important investment strategy decisions and oversight of the Company’s operations, I am excited about Jason’s capability to lead the Company’s day-to-day operating activities moving forward.”

“As a Board, we are excited about the elevation of Steve and Jason into these new leadership roles,” said Alan L. Hainey, the Company’s lead independent director, and David R. Bock, the Chairman of the Nominating & Corporate Governance Committee of the Board. “Steve has been with the Company since it went public in 2004 and as CEO helped build a successful and vibrant organization and put together a talented and dedicated team. We are so appreciative of what he has built here over the past 13 years as CEO and pleased that he will continue on with us as Executive Chairman. As President, Jason has proven himself to be a strong leader and contributor to the success of NYMT and the Board is looking forward to working closely with him in his new role as CEO.”

Mr. Mumma has served as Chief Executive Officer since February 2009 and Chairman of the Board since March 2015. Mr. Mumma was appointed President, a role he held until May 2016, and Co-Chief Executive Officer effective March 31, 2007 and served as Chief Financial Officer from November 2006 to October 2010. Prior to serving in the above capacities, Mr. Mumma served as the Company’s Chief Investment Officer, a position to which he was named in July 2005, and as Chief Operating Officer, commencing in November 2003.

“I am honored to be selected by the Board as the Company’s next Chief Executive Officer,” said Mr. Serrano. “I am excited about the prospects for the Company and the opportunity to lead an experienced group of investment professionals as we endeavor to continue to deliver long-term stable distributions to our stockholders over changing economic conditions,” said Mr. Serrano. “I look forward to partnering with Steve and the rest of the Board as we position the Company for future growth.”

Mr. Serrano has served as the Company’s President since January 2019 and has been a member of the Board since March 2019. Prior to joining the Company, Mr. Serrano was a Partner at Oak Hill Advisors, L.P. (“OHA”), an alternative investment management firm, from January 2014 to December 2018 and a Managing Director at OHA from April 2008 to December 2013. While at OHA, Mr. Serrano ran the mortgage investment business. Prior to joining OHA, Mr. Serrano served as a Principal at The Blackstone Group, where he led the structured finance investment team. Before Blackstone, he spent five years at Fortress Investment Group as Vice President, assisting in the management of $2 billion of distressed structured products and whole-loan portfolios. He also spent five years at Moody’s as a rating analyst for collateralized debt obligations and derivatives.

About New York Mortgage Trust

New York Mortgage Trust, Inc. is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. NYMT is an internally managed REIT in the business of acquiring, investing in, financing and managing primarily mortgage-related single-family and multi-family residential assets.

Forward-Looking Statements

When used in this press release, in future filings with the Securities and Exchange Commission (the “SEC”) or in other written or oral communications, statements which are not historical in nature, including those containing words such as “will,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “could,” “would,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, may involve known and unknown risks, uncertainties and assumptions. Statements regarding the following subject, among others, may be forward-looking: leadership transition.

Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results and outcomes could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation: changes in the Company’s business and investment strategy; changes in interest rates and the fair market value of the Company’s assets, including negative changes resulting in margin calls relating to the financing of the Company’s assets; changes in credit spreads; changes in the long-term credit ratings of the U.S., Fannie Mae, Freddie Mac, and Ginnie Mae; general volatility of the markets in which the Company invests; changes in prepayment rates on the loans the Company owns or that underlie the Company’s investment securities; increased rates of default or delinquency and/or decreased recovery rates on the Company’s assets; the Company’s ability to identify and acquire targeted assets, including assets in its investment pipeline; changes in relationships with the Company’s financing counterparties and the Company’s ability to borrow to finance its assets and the terms thereof; the Company’s ability to predict and control costs; changes in laws, regulations or policies affecting the Company’s business, including actions that may be taken to contain or address the impact of the COVID-19 pandemic; the Company’s ability to make distributions to its stockholders in the future; the Company’s ability to maintain its qualification as a REIT for federal tax purposes; the Company’s ability to maintain its exemption from registration under the Investment Company Act of 1940, as amended; risks associated with investing in real estate assets, including changes in business conditions and the general economy, the availability of investment opportunities and the conditions in the market for Agency RMBS, non-Agency RMBS, ABS and CMBS securities, residential loans, structured multi-family investments and other mortgage-, residential housing- and credit-related assets, including changes resulting from the ongoing spread and economic effects of COVID-19; and the impact of COVID-19 on the Company, its operations and its personnel.

These and other risks, uncertainties and factors, including the risk factors described in the Company’s reports filed with the SEC pursuant to the Exchange Act, could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For Further Information

AT THE COMPANY

Investor Relations

Phone: 212-792-0107

Email: InvestorRelations@nymtrust.com