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Dear Fellow Stockholders,

On behalf of the Board of Directors of Granite Point Mortgage Trust Inc., it is my pleasure to invite you to our 2022 Annual Meeting of Stockholders, which will be conducted virtually via live webcast, on Thursday, June 2, 2022, at 10:00 a.m. Eastern Time. We believe that hosting a virtual annual meeting will make our annual meeting more accessible for all of our stockholders.

The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe the business to be conducted at the Annual Meeting and details regarding access to the webcast. It is important that your shares of common stock be represented at our Annual Meeting, regardless of the number of shares you hold and whether or not you plan to attend the virtual meeting. Accordingly, we encourage you to authorize your vote as soon as possible by following the instructions contained in the Notice of Internet Availability of Proxy Materials that you receive for our Annual Meeting, or, if you have elected to receive a paper or e-mail copy of the proxy materials, by completing, signing and returning the proxy card that is provided.

We hope you are able to attend our virtual 2022 Annual Meeting. We appreciate your continued support and the confidence demonstrated by your investment in Granite Point.

Sincerely,

John A. Taylor
President, Chief Executive Officer and Director

April 18, 2022

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NOTICE OF ANNUAL MEETING

		MEETING LOGISTICS
		When:			Thursday, June 2, 2022 10:00 a.m. Eastern Time
		Where:			You can attend the meeting by logging into virtualshareholdermeeting.com/ GPMT2022 and following the instructions provided on your Notice of Availability.
		Who:			You may vote at the Annual Meeting if you were a holder of record of our common stock as of the close of business on April 4, 2022.
		Voting:
		You are encouraged to vote in one of the following ways prior to the meeting.

		Stockholders of Record
		By Internet			Please access the website www.proxyvote.com and follow the instructions provided on the Notice of Availability or proxy card.
		By Telephone			Please call the number and follow the instructions provided on the Notice of Availability or proxy card.
		By Mail			Please complete, sign and date your proxy card and return it in the reply envelope included with the paper proxy materials.
		Beneficial Owners
		If you hold your shares in street name, you must vote your shares in the manner prescribed by your broker, bank, trustee or other nominee, which is similar to the voting procedures for stockholders of record.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2022:

Our 2022 Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2021, are available at www.proxyvote.com

VOTING ITEMS

Proposals		Board’s Voting Recommendation
	To elect as directors the five nominees named in the accompanying proxy statement	FOR
	To approve on an advisory basis the compensation of our named executive officers	FOR
	To approve the proposed Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan	FOR
	To ratify the appointment of Ernst & Young LLP as our independent auditor for our fiscal year ending December 31, 2022	FOR

We will also transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

On or about April 18, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials, which contains information regarding how to access our proxy materials and vote, to stockholders unless they have directed us to provide the materials in a different manner. Certain stockholders will continue to receive a printed set of proxy materials, including our Proxy Statement, Annual Report on Form 10-K and proxy card or voting instructions. Our Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/GPMT2022. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.

BY ORDER OF THE BOARD OF DIRECTORS,

Michael J. Karber
Vice President, General Counsel and Secretary

April 18, 2022

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Proxy Summary

This summary does not contain all information you should consider before voting. Please read the entire proxy statement carefully.

About Our Company

Granite Point Mortgage Trust Inc. (NYSE: GPMT) is an internally managed real-estate finance company that focuses primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate (CRE) investments. We operate as a real estate investment trust, or REIT, as defined under the Internal Revenue Code.

We are a long-term, fundamental value-oriented investor. We construct our investment portfolio on a loan-by-loan basis, emphasizing rigorous credit underwriting, selectivity and diversification, and we assess each investment from a fundamental value perspective relative to other opportunities available in the market.

GRANITE POINT MORTGAGE TRUST INC. TIMELINE

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INTERNALIZATION IN 2021

As noted in the timeline above, we were externally managed by Pine River Capital Management L.P., or our Former Manager, through 2020. We entered into a definitive agreement with our Former Manager on October 10, 2020, pursuant to which we internalized our management function on December 31, 2020. Our new internal management structure and the accompanying enhancements in disclosure and transparency provide us with a differentiated platform that is more closely aligned with our stockholders’ interests.

		Benefits of New Internal Management Structure for Our Stockholders
		• Meaningfully reduced operating expenses and created opportunities to realize increased economies of scale • No management fee based on stockholders’ equity • New executive compensation program emphasizing performance-based cash and equity awards incorporating financial and non-financial goals • Compensation Committee approval – and transparent disclosure – of all components of executive compensation, not just equity awards • Alignment of capital markets activities with stockholder interests

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2021 COMPANY HIGHLIGHTS

		FINANCIAL HIGHLIGHTS
		$67.6M
		GAAP net income(1) of $67.6 million, or $1.24 per basic share
		$54.3M
		Distributable Earnings(2) of $54.3 million, or $0.99 per basic share
		$16.70
		Book value per common share of $16.70

		PORTFOLIO AND CAPITALIZATION HIGHLIGHTS
		$4.2BN
		• Broadly diversified 100% loan portfolio comprised of 105 discrete investments totaling $4.2 billion in commitments and $3.8 billion outstanding balance • 99% senior loans with an average commitment of $36 million and a weighted average stabilized LTV(1) of 63.5% • Capitalized with over $1 billion of equity and a well-balanced funding profile with over 75% non-mark-to-market borrowings and moderate leverage of 2.7x debt-to-equity(1)
		(1) See definition in Appendix A (2) See definition and GAAP reconciliation in Appendix A

Meeting Information

DATE & TIME:
Thursday, June 2, 2022
10:00 a.m. Eastern Time

VIRTUAL MEETING:
This year’s meeting will be held virtually at virtualshareholdermeeting.com/GPMT2022

RECORD DATE:
Holders of record of common stock at the close of business on April 4, 2022, are eligible to vote

MEETING AGENDA:

To elect as directors the five nominees named in this proxy statement

To approve on an advisory basis the compensation of our named executive officers

To approve the proposed Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan

To ratify the appointment of Ernst & Young LLP to serve as our independent auditor for our fiscal year ending December 31, 2022

To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof

2022 PROXY STATEMENT / 3

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Voting Roadmap

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and perspectives that is essential to good governance and leadership of our Company.

“FOR”

(See Page 9)

NOMINEE SNAPSHOT

Nominee

Age

Director
Since

Independent

Primary Occupation

Committees

Audit

Comp

N&CG

Stephen G. Kasnet

Chair of the Board

2017

Former President and Chief Executive Officer of Harbor Global Company, Ltd.

John (“Jack”) A. Taylor

2017

CEO

President and Chief Executive Officer of Granite Point Mortgage Trust Inc.

Tanuja M. Dehne

2017

President and Chief Executive Officer of the Geraldine R. Dodge Foundation

W. Reid Sanders

2017

President of Sanders Properties, Inc.

Hope B. Woodhouse

2017

Former Chief Operating Officer of Bridgewater Associates, LP

Number of Meetings in 2021

Full Board: 10

Comp = Compensation N&CG = Nominating & Corporate Governance C = Chair M = Member

NOMINEE CHARACTERISTICS

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CORPORATE GOVERNANCE HIGHLIGHTS

Separation of Chair
and CEO

Independent
committees

Majority voting

Our Chief Executive Officer focuses on managing our Company while our independent Board Chair drives accountability at the Board level

All of our Board committees are comprised entirely of independent directors

We have a majority standard for uncontested elections of directors and a resignation policy for directors who do not receive a majority of the votes cast

Unclassified board

Board assessments

Executive sessions

All of our directors are elected annually for a one-year term

A rigorous self-assessment process helps our Board evaluate its performance and identify and address any potential gaps

Our independent directors hold regular executive sessions

Director education

Overboarding
restrictions

Stock ownership
guidelines

Our Director Education Policy empowers our directors to be well versed in principles of corporate governance and other critical subject matters

A director may not serve on more than three other boards of public companies in addition to our Board, and a director who serves as a public company CEO may not serve on more than one other board

Each independent director is expected to accumulate equity interests in an amount equal to three times the director’s annual base cash retainer

No hedging or
pledging

Single class of
common stock

Special meetings

We prohibit short sales, transactions in derivatives, hedging and pledging of our securities by directors, executive officers and employees

Each share of our common stock has one vote

Holders of a majority of our stock are able to call a special meeting of stockholders

2022 PROXY STATEMENT / 5

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) PROGRAM

The quality corporate governance measures described throughout this proxy statement and highlighted above represent one facet of a successful ESG program. We recognize that our approach to environmental and social matters could also affect our long-term financial performance and impact our stakeholders and communities in significant ways.

Our Board of Directors oversees our Company’s approach to ESG matters and receives periodic reports from management on related topics. Our Board has decided to retain Board-level oversight while management undertakes the critical work of identifying our Company’s most significant ESG matters. Our Board will consider whether to delegate some of the ESG oversight responsibilities to one or more of its committees as our Company’s ESG program matures.

In an effort to form a cohesive approach to ESG matters, we have assembled a working group that consists of representatives from our loan originations, human resources, legal and investor relations functions and reports to our Chief Executive Officer. This working group has been charged with providing leadership in the following areas:

•

Evaluating the most significant risks and opportunities that ESG matters represent for our business and the most significant impacts that ESG matters have on our business partners, investors, employees, other stakeholders and communities;

•

Developing strategies to address ESG risks and opportunities and generate positive impacts; and

•

Implementing responsive measures.

The directive of the ESG working group is aligned with our Company’s core values and emphasis on building and maintaining long-term relationships, as illustrated below:

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QUALITY COMPENSATION PRACTICES

		What We Do
		• A significant majority of each executive officer’s compensation is at risk • Our clawback policy allows recoupment of cash or equity awards upon a financial restatement • We have adopted meaningful stock ownership requirements applicable to our executive officers • Our Compensation Committee retains an independent compensation consultant who provides no other services to our Company • Payouts of performance-based cash and equity awards are capped at 200% of target

		What We Don’t Do
		• Our executive officers do not receive perquisites or retirement plans not available to other employees • We do not allow executive officers to hedge or pledge their Company stock • We do not have single-trigger accelerated vesting of equity awards upon a change of control of the Company • We do not pay dividends on any performance-based equity units that are not earned through satisfaction of the awards’ performance metrics • Our executive officers do not have guaranteed bonuses

PROPOSAL 3: APPROVAL OF PROPOSED 2022 OMNIBUS INCENTIVE PLAN

The Board of Directors recommends that you vote to approve the proposed Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan.

“FOR”

(See Page 59)

PROPOSAL 4: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT AUDITOR

The Board of Directors recommends that you vote in favor of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.

“FOR”

(See Page 70)

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Proposal 1: Election of Directors

We have highly qualified director nominees who reflect a broad and diverse mix of business backgrounds, skills and experience.

TOTAL
NOMINEES

INDEPENDENT

WOMEN

ETHNIC/
RACIAL
MINORITIES

AVERAGE
DIRECTOR
AGE

AVERAGE
DIRECTOR
TENURE

TOTAL
DIVERSITY

65.8
years

5
years

40%

Pursuant to our Amended and Restated Bylaws, or Bylaws, each of our directors is elected by stockholders each year at our annual meeting to serve terms expiring at the next annual meeting and until his or her successor is duly elected and qualified. Our Bylaws provide that our Board may be comprised of no fewer than the number of directors required by the Maryland General Corporation Law and no more than 15, with the precise number to be set by our Board.

Our Board currently has six members, and five of them have been nominated by the Board for election at the annual meeting of stockholders to be held on June 2, 2022, or the Annual Meeting. Devin Chen currently serves on our Board but will not stand for re-election at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each of these nominees has previously been elected by the stockholders.

Following are the names, ages as of April 1, 2022, existing positions on our Board, and self-identified diversity characteristics of the five director nominees standing for election to our Board at the Annual Meeting:

Age

Position(s) Held at Our Company

Woman

Ethnic/
Racial Minority

Stephen G. Kasnet

Chair of the Board and Independent Director

John (“Jack”) A. Taylor

President, Chief Executive Officer and Director

Tanuja M. Dehne

Independent Director

W. Reid Sanders

Independent Director

Hope B. Woodhouse

Independent Director

We believe that each of our director nominees possesses high standards of ethics, integrity and professionalism, sound judgment and a commitment to representing the long-term interests of our stockholders. In addition, as a group, the nominees have considerable experience and skills in the following areas, which are critical to the effective oversight of our Company:

•

Senior-level management;

•

Commercial real estate;

•

Corporate governance;

•

Risk management; and

•

Finance.

The information presented below regarding each director nominee sets forth specific experience, qualifications, attributes and skills that led our Board to conclude that he or she should be nominated to stand for election to serve as a director.

2022 PROXY STATEMENT / 9

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Proposal 1: Election of Directors

	Stephen G. Kasnet
	Age: 76 Director Since: 2017 Chair of the Board and Independent Director			Committee(s): Audit (Chair)
	PROFESSIONAL HISTORY
	• Mr. Kasnet served as the Chair of Dartmouth Street Capital LLC, a private investment firm, from 2007 to 2009. • From 2000 to 2006, he was President and Chief Executive Officer of Harbor Global Company, Ltd., an asset management, natural resources and real estate investment company, and Chief Executive Officer of PIOglobal Investment Fund, a publicly owned, Russian-domiciled subsidiary of Harbor Global investing in corporations located in the Russian Federation.			• He was Chair of Warren Bank, a state commercial bank, and Warren Bancorp, the bank holding company for Warren Bank, from 1990 to 2003. • From 1995 to 1999, Mr. Kasnet was a director and member of the Executive Committee of The Bradley Real Estate Trust, a real estate investment trust. • Mr. Kasnet has also held senior management positions with other financial organizations, including Pioneer Group, Inc., First Winthrop Corporation and Winthrop Financial Associates, and Cabot, Cabot and Forbes.
	OTHER CURRENT BOARD MEMBERSHIPS AND AFFILIATIONS • Director of Two Harbors Investment Corp. (NYSE: TWO), a hybrid mortgage real estate investment trust, since 2009 (chair of the board, chair of the audit committee, and a member of the risk oversight committee) • Trustee of the board of the Governor’s Academy, a private coed boarding high school in Byfield, Massachusetts
	PAST BOARD SERVICE • GoodBulk Ltd., a cargo company, from 2017 to 2019 • Tenon Ltd., a wood products company, from 2016 to 2018 (chair of the board) • Silver Bay Realty Trust Corp. (NYSE: SBY), a real estate investment trust, from 2012 to 2017 • First Ipswich Bancorp, the holding company for The First National Bank of Ipswich, which is owned by Brookline Bancorp, Inc., from 2008 to 2020 • Columbia Laboratories, Inc. (NASDAQ: CBRX), a specialty pharmaceuticals company, now Juniper Pharmaceuticals, from August 2004 to June 2015 (chair of the board from November 2004 to June 2015) • Rubicon Ltd. (NZX: RBC), an international investor in forestry related industries, from 2004 to 2018 (chair of the board) • Republic Engineered Products, a steel producer, from 2002 to 2008 • FTD, Inc., a florist collective, from 2001 to 2005
	EDUCATION • Mr. Kasnet received a B.A. from the University of Pennsylvania.
	Mr. Kasnet’s contributions to our Board include his broad business background, extensive experience as a director of public companies, and his qualification as an audit committee financial expert.

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Proposal 1: Election of Directors

	John (“Jack”) A. Taylor
	Age: 66 Director Since: 2017
	PROFESSIONAL HISTORY
	• Mr. Taylor has been the President and Chief Executive Officer of our Company since its inception in 2017. • He served as Global Head of Commercial Real Estate of Pine River Capital Management L.P. (which externally managed the Company until December 31, 2020) from 2014 through 2020. • Prior to joining Pine River Capital Management, Mr. Taylor served as a Managing Director and Head of Global Real Estate Finance for Prudential Real Estate Investors (now known as PGIM Real Estate Company), a commercial real estate investor, from 2009 to 2014, where he was also a member of the Global Management Committee and chaired the Global Investment Committee for debt and equity.			• From 2003 to 2007, Mr. Taylor was a partner at Five Mile Capital Partners LLC, an alternative investment and asset management company. • Prior to Five Mile Capital Partners, he was co-head of real estate investment banking for the Americas and Europe at UBS Group AG. • He previously led the Real Estate Group at PaineWebber & Co. and served on the firm’s Operating Committee. • He was head trader and manager of the CMBS and Principal Commercial Mortgage business for Kidder, Peabody & Co., Inc.
	OTHER CURRENT BOARD MEMBERSHIPS AND AFFILIATIONS • Chairman of the Innocence Project • Founding governor and current member of the Commercial Mortgage Securities Association (now the Commercial Real Estate Finance Council) • Member of the President’s Council of the Real Estate Roundtable
	EDUCATION • Mr. Taylor received a J.D. from Yale Law School, a MSc. in international relations from the London School of Economics and Political Science, and a B.A. in philosophy from the University of Illinois.
	Mr. Taylor is a valuable member of our Board because of his role as our Company’s President and Chief Executive Officer and his extensive knowledge of, and experience in, the commercial real estate markets in which our Company operates.

2022 PROXY STATEMENT / 11

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Proposal 1: Election of Directors

	Tanuja M. Dehne
	Age: 50 Director Since: 2017 Independent Director			Committee(s): Compensation, Nominating & Corporate Governance (Chair)
	PROFESSIONAL HISTORY
	• Ms. Dehne has served as the President and Chief Executive Officer of the Geraldine R. Dodge Foundation since 2019. • From 2014 to 2016, Ms. Dehne was the Executive Vice President, Chief Administrative Officer and Chief of Staff of NRG Energy, Inc. (NYSE: NRG), a power generation and retail electricity company. In this role, Ms. Dehne oversaw NRG’s Human Resources, Information Technology, Communications, Corporate Marketing and Sustainability Departments, including the company’s charitable giving program, mergers and acquisition integrations and big data analytics.			• Prior to these positions, she was the Senior Vice President, Human Resources of NRG starting in 2011, where she led NRG’s Human Resources department, which handled all human resources functions for more than 8,000 employees. • From 2004 to 2011, Ms. Dehne served as the Corporate Secretary and Deputy/Assistant General Counsel of NRG, leading corporate governance and corporate transactions, including financing, mergers and acquisitions, public and private securities offerings, securities and stock exchange matters and reporting compliance. • Prior to joining NRG, from 1998 to 2004, Ms. Dehne practiced corporate law as a member of the business department of Saul Ewing Arnstien & Lehr, LLP.
	OTHER CURRENT BOARD MEMBERSHIPS AND AFFILIATIONS • Director of Climate Real Impact Solutions II Acquisition Corporation (NYSE: CLIM.U), a climate-focused special-purpose acquisition company, since 2021 • Co-Chair of the Gupta Governance Institute at Drexel University
	PAST BOARD SERVICE • Advanced Disposal Services, Inc. (NYSE: ADSW), a solid waste collection company, from 2017 to 2020 • Silver Bay Realty Trust Corp. (NYSE: SBY), a real estate investment trust, from 2012 to 2017
	EDUCATION • Ms. Dehne received a J.D. from Syracuse University, an M.A. from the University of Pennsylvania in political science, and a B.A. from Lafayette College.
	Ms. Dehne’s knowledge of corporate governance, background serving in various executive management roles, and prior public company experience make her a valuable member of our Board.

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Proposal 1: Election of Directors

	W. Reid Sanders
	Age: 72 Director Since: 2017 Independent Director			Committee(s): Audit, Compensation, Nominating & Corporate Governance
	PROFESSIONAL HISTORY
	• Since 2004, Mr. Sanders has served as the President of Sanders Properties, Inc., a real estate company. • He was co-founder and Executive Vice President of Southeastern Asset Management, Inc., a global investment management firm, and former President of Longleaf Partners Mutual Funds, from 1975 to 2000.			• Mr. Sanders served as an Investment Officer at First Tennessee Investment Management, the investment management division of First Horizon National Corporation, a bank holding company, from 1973 to 1975.
	OTHER CURRENT BOARD MEMBERSHIPS AND AFFILIATIONS • Director of Two Harbors Investment Corp. (NYSE: TWO), a hybrid mortgage real estate investment trust, since 2009 (member of the audit, compensation, and risk oversight committees) • Director of Mid-America Apartment Communities, Inc. (NYSE: MAA), a real estate investment trust that owns and operates apartment complexes, since 2010 (audit committee member) • Director of Independent Bank, a bank holding company, since 2004 (member of the executive, nominating and corporate governance, and strategic planning committees) • Member of the investment committee at Cypress Realty, a commercial real estate company, since 2002 • Member of the advisory board of SSM Venture Partners III, L.P., a private venture capital firm, since 2000 • Chairman of the Hugo Dixon Foundation and a trustee of the Dixon Gallery and Gardens Endowment Fund, and Dixon Gallery and Gardens
	PAST BOARD SERVICE • Silver Bay Realty Trust Corp. (NYSE: SBY), a real estate investment trust, from 2015 to 2017 • Two Rivers Capital Management, a financial planning and investments firm, from 2004 to 2007 (chair of the board) • Harbor Global Company Ltd., an asset management, natural resources and real estate investment company, from 2001 to 2006 • PioGlobal Asset Management, a private investment management company, from 2001 to 2006 • The Pioneer Group Inc., a global investment management firm, from 1999 to 2000 • TBA Entertainment Corporation, a strategic communications and entertainment marketing company, from 2000 to 2004
	EDUCATION • Mr. Sanders received a B.A. in economics from the University of Virginia.
	We believe Mr. Sanders is qualified to serve as a director of our Company because of his extensive background in the financial services and real estate businesses and his experience serving as a director and audit committee member of public companies.

2022 PROXY STATEMENT / 13

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Proposal 1: Election of Directors

	Hope B. Woodhouse
	Age: 65 Director Since: 2017 Independent Director			Committee(s): Audit, Compensation (chair), Nominating & Corporate Governance
	PROFESSIONAL HISTORY
	• Ms. Woodhouse served as Chief Operating Officer and as a member of the management committee for Bridgewater Associates, LP, an investment management firm, from 2005 to 2009. • Between 2003 and 2005, she was President and Chief Operating Officer of Auspex Group LP, an investment management firm.			• She was Chief Operating Officer and a member of the management committee of Soros Fund Management, LLC, an investment management firm, from 2000 to 2003. • Prior to her time at Soros Fund Management, Ms. Woodhouse held various executive leadership positions, including Treasurer of Funds at Tiger Management Corp. from 1998 to 2000, and Managing Director of the Global Finance Department at Salomon Brothers Inc. from 1983 to 1998.
	OTHER CURRENT BOARD MEMBERSHIPS AND AFFILIATIONS • Director of Two Harbors Investment Corp. (NYSE: TWO), a hybrid mortgage real estate investment trust, since 2012 (chair of the risk oversight committee and a member of the audit committee) • Director of Atomyze, a private company in the tokenization and digital asset space, since 2020 • Board member for the Children’s Services Advisory Committee of Indian River County • Board member for the John’s Island Community Service League • Trustee of the Tiger Foundation
	PAST BOARD SERVICE • Piper Jaffray Companies (NYSE: PJC), a multinational independent investment bank and financial services company, from 2011 to 2014 • Seoul Securities Co. Ltd., a brokerage firm, from 2001 to 2003 • The Bond Market Association, an international trade association, from 1997 to 1998
	EDUCATION • Ms. Woodhouse received an M.B.A. from Harvard Business School and an A.B. in economics from Georgetown University.
	Ms. Woodhouse’s contributions to our Board arise from her background in the financial services industry at top-ranked, global alternative asset management firms and broker dealers, her experience as a director of public companies, and her qualification as an audit committee financial expert.

Voting Recommendation

PROPOSAL 1: ELECTION OF DIRECTORS

“FOR”

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Corporate Governance and Board Matters

Corporate Governance and
Board Matters

Governance Documents

Our Board is committed to maintaining the highest standards of business conduct and corporate governance. Our Corporate Governance Guidelines, in conjunction with our Charter, Bylaws and Board committee charters, provide the framework for the corporate governance practices described in this proxy statement.

We have also adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees, and specifically to our principal executive officer, principal financial and accounting officer and controller, or persons performing similar functions. Among other matters, our Code of Business Conduct and Ethics is designed to detect and deter wrongdoing and to promote:

•

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•

Full, fair, accurate, timely and understandable disclosure in our reports filed with the Securities and Exchange Commission, or SEC, and other public communications;

•

Appropriate treatment of confidential corporate information;

•

A safe and healthy work environment that is free from discrimination and harassment;

•

Compliance with applicable laws, rules and regulations;

•

Fair dealing with counterparties, suppliers, competitors, colleagues and others;

•

Protection and proper use of Company assets;

•

Prompt internal reporting of violations of the Code of Business Conduct and Ethics to appropriate persons identified in therein; and

•

Accountability for adherence to the Code of Business Conduct and Ethics.

You can access our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, and the charters for our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee on our website at www.gpmtreit.com or by writing to our Investor Relations department by email to investors@gpmtreit.com or by regular mail to Granite Point Mortgage Trust Inc., 3 Bryant Park, Suite 2400A, New York, New York 10036.

Director Independence

New York Stock Exchange, or NYSE, listing standards require that a majority of a company’s board of directors be composed of “independent directors,” which is defined generally as a director having no material relationship with the company that, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Consistent with the foregoing, our Board has affirmatively determined, upon the review and recommendation of our Nominating and Corporate Governance Committee, that each of the following directors and director nominees meets the qualifications of an independent director:

•

Tanuja M. Dehne;

•

Stephen G. Kasnet;

•

W. Reid Sanders; and

•

Hope B. Woodhouse.

In addition, Martin A. Kamarck, who served on our Board for a portion of 2021, had been determined to be an independent director.

2022 PROXY STATEMENT / 15

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Corporate Governance and Board Matters

Board Leadership Structure

Our Board is led by a Chair who is appointed by the directors to preside at all meetings of our stockholders and of our Board and to perform such other duties and exercise such powers as from time to time shall be prescribed in our Bylaws or Corporate Governance Guidelines or by our Board. Under our governance documents, both independent and non-independent directors are eligible for appointment as the Chair, and our Board is able to change its structure if it determines that such a change is appropriate and in the best interest of our Company.

Our Board has appointed Stephen G. Kasnet, who qualifies as an independent director, to serve as our Chair. As detailed in his biographical statement above, Mr. Kasnet brings a wealth of corporate leadership and industry experience to the position. Our Board believes that separating the Chair role from the CEO role provides the appropriate balance at this time between the authority of those who oversee our Company and those who manage it on a day-to-day basis.

Committee Member Qualifications

Our Board has formed three standing committees: the Audit, Compensation, and Nominating and Corporate Governance Committees. Each committee is composed solely of directors who meet the independence requirements of the NYSE, including with respect to our Compensation Committee, the NYSE’s independence requirements specific to members of listed companies’ compensation committees. Additionally, our Compensation Committee is composed exclusively of “non-employee directors,” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

In accordance with NYSE rules, each member of our Audit Committee is financially literate, in that they are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, our Board has determined that both Stephen G. Kasnet and Hope B. Woodhouse qualify as “audit committee financial experts,” as defined under SEC rules and regulations.

Committee Responsibilities

Information about the current membership and key responsibilities of each of our standing committees follows. The committees’ purpose and responsibilities are more fully set forth in their charters, which are available on our website or at the address listed under “Governance Documents” above. The committees review their charters at least annually.

AUDIT COMMITTEE

Current Members:

Stephen G. Kasnet (Chair)
W. Reid Sanders
Hope B. Woodhouse

Meetings in 2021: 5

Key Responsibilities:

•

Review interim financial information and audited financial statements included in reports filed with the SEC;

•

Review financial information included in earnings press releases issued by our Company;

•

Produce the Audit Committee Report;

•

Review the adequacy and effectiveness of our Company’s system of internal accounting controls;

•

Review our Company’s assessment and management of its risk exposures;

•

Oversee our Company’s internal audit activities; and

•

Be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor.

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COMPENSATION COMMITTEE

Current Members:

Hope B. Woodhouse (Chair)
Tanuja M. Dehne
W. Reid Sanders

Meetings in 2021: 9

Key Responsibilities:

•

Establish our Company’s general compensation philosophy for the CEO and other executive officers;

•

Determine all matters relating to the compensation of the CEO and other executive officers, including corporate goals and objectives tied to compensation;

•

Administer, review and make recommendations to the Board with respect to our Company’s incentive compensation plans;

•

Review and recommend to the Board compensation programs applicable to directors;

•

Review and assess the incentives and risks arising from our Company’s compensation programs and plans; and

•

Produce the Compensation Committee Report.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Current Members:

Tanuja M. Dehne (Chair)
W. Reid Sanders
Hope B. Woodhouse

Meetings in 2021: 5

Key Responsibilities:

•

Assist the Board in fulfilling its responsibilities to assure that our Company is governed in a manner consistent with the interest of its stockholders;

•

Recommend to the Board changes in the size, composition, organization and operational structure of the Board and its committees;

•

Recommend to the Board director nominees to stand for election or re-election, conducting a search to identify a nominee or nominees in the event of a vacancy or newly created Board seat;

•

Make recommendations to the Board regarding director qualifications, eligibility criteria and independence; and

•

Oversee the evaluation of the effectiveness of the Board, the Board’s committees and the Company’s management.

Board and Committee Meetings

Our Board meets on a regularly scheduled basis during the year to review significant developments affecting our Company and to act on matters requiring Board approval. It also holds special meetings when important matters require Board action between scheduled meetings. Members of senior management regularly attend Board meetings to report on and discuss their areas of responsibility. In addition, our Board and its committees are able to consult with and retain independent legal, financial or other advisors as they deem necessary and appropriate from time to time. The independent directors have the opportunity to meet in executive session, without management present, at each Board meeting.

Directors are encouraged to attend all meetings of our Board and of the Company’s stockholders. Each of our directors attended at least 75% of the aggregate total number of meetings held by our Board and all committees on which he or she served during 2021. Each of our then-current directors attended our annual meeting of stockholders held in June 2021.

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Role of Our Board in Risk Oversight

Our management team is responsible for assessing and managing the risks faced by our Company, subject to the oversight of our Board. Management routinely informs our Board and its committees of developments that could affect our risk profile or other aspects of our business. Our Board fulfills its oversight responsibilities as a full Board or through delegation to its committees as described below.

BOARD OF DIRECTORS

Our Board exercises broad oversight of our Company’s risk management, including through the review of our business plans, capital structure and financial results. Our Board has also established investment guidelines, which set parameters for the type and size of investments management can make without further Board approval.

COMPENSATION COMMITTEE

Our Compensation Committee is responsible for reviewing and assessing the risks arising from our Company’s compensation programs and plans, and whether such risks are reasonably likely to have a material adverse effect on our Company.

AUDIT COMMITTEE

Our Audit Committee is responsible for reviewing our Company’s assessment and management of its risk exposures, including:

•

Guidelines and policies to govern risk management and assessment;

•

The adequacy of our Company’s insurance coverage;

•

Any uninsured or commercially uninsurable risks;

•

Our Company’s interest rate risk management;

•

Our Company’s counterparty and credit risks;

•

Our Company’s information security and technology risks (including cybersecurity); and

•

Any environmental risks relating to our Company.

Director Nomination Process and Considerations

Our Nominating and Corporate Governance Committee is responsible for recommending to our Board the range of qualifications that should be represented on our Board and eligibility criteria for membership on our Board and its committees, as well as recommending director nominees to stand for election or re-election to our Board.

In considering candidates for nomination as a director to fill an existing vacancy or add a member, our Nominating and Corporate Governance Committee conducts a search to identify potential candidates based on their mix of skills and qualifications and the contribution that the candidate could be expected to make to the overall functioning of our Board. Although we do not have a formal policy on diversity, our Corporate Governance Guidelines provide that our Company shall endeavor to have a Board representing diverse education and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to our business and to our status as a publicly owned company.

With respect to the re-nomination of incumbent directors, our Nominating and Corporate Governance Committee considers the foregoing factors, as well as past participation in, and contributions to, the activities of our Board and its committees.

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Our Corporate Governance Guidelines set forth the following qualification standards applicable to our directors:

•

Possession of the highest personal and professional ethics, integrity and values;

•

The ability to exercise good business judgment and be committed to representing the long-term interests of our Company and its stockholders;

•

Having an inquisitive and objective perspective, practical wisdom and mature judgment; and

•

The ability and willingness to devote sufficient time and effort to carrying out Board duties and responsibilities effectively.

In furtherance of the last qualification listed above, our Corporate Governance Guidelines provide that directors who also serve as chief executive officers or hold equivalent positions at other public companies should not serve on more than one other public company board in addition to our Board, and other directors should not serve on more than three other boards of public companies in addition to our Board. Our Board has not adopted term limits or a mandatory retirement age because it believes that a director’s tenure is more appropriately determined through the Board assessment and re-nomination processes.

Our Nominating and Corporate Governance Committee will consider candidates recommended for nomination to our Board by our stockholders. Stockholder recommendations for nominees to our Board should be submitted in writing to our Secretary. The manner in which our Nominating and Corporate Governance Committee evaluates candidates recommended by stockholders is the same as any other candidate, except that the committee will also seek and consider information concerning any relationship between a stockholder recommending a candidate and the candidate to determine whether the candidate can represent the interests of all of our stockholders. Our Nominating and Corporate Governance Committee will not consider a candidate recommended by a stockholder unless the stockholder’s proposal provides a certification that the potential candidate consents to being named in our proxy statement and will serve as a director if elected.

Majority Vote Standard for Director Elections

Our Bylaws provide that in uncontested elections (which occurs when the number of director nominees equals the number of directors to be elected), a nominee for director will be elected to the Board if the number of votes cast “for” the nominee’s election exceeds the number of votes cast “against” that nominee’s election.

If a director nominee who is an incumbent director receives a greater number of votes “against” than votes “for” his or her election, and with respect to whom no successor has been elected, such incumbent director shall promptly tender his or her offer to resign to our Board for its consideration following certification of the stockholder vote. Within 90 days following certification of the stockholder vote, our Nominating and Corporate Governance Committee shall consider the tendered resignation offer and make a recommendation to our Board whether or not to accept such offer, and our Board shall act on our Nominating and Corporate Governance Committee’s recommendation.

In determining whether to accept the resignation offer, our Nominating and Corporate Governance Committee and Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation offer, including, among other things, whether accepting the resignation of such director would cause our Company to fail to meet any applicable SEC or NYSE rules or requirements. Thereafter, our Board shall promptly and publicly disclose its decision-making process regarding whether to accept the director’s resignation offer or the reasons for rejecting the resignation offer, if applicable, in a Current Report on Form 8-K furnished to the SEC. Any director who tenders his or her resignation offer will not participate in our Nominating and Corporate Governance Committee’s recommendation or our Board’s action regarding whether to accept the resignation offer. If our Board does not accept the director’s resignation offer, such director will continue to serve until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified or until the director’s earlier resignation or removal.

In a contested election, the director nominees who receive a plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present will be elected as directors. Under the plurality standard, the number of nominees equal to the number of vacancies to be filled who receive more votes than other nominees are elected to our Board, regardless of whether they receive a majority of votes cast.

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Communications with Our Board

We provide the opportunity for our stockholders and all other interested parties to communicate with members of our Board. Stockholders and all other interested parties may communicate with the independent directors or the chair of any of the committees of our Board by email or regular mail.

All communications should be sent to the Company’s Secretary, Michael J. Karber.

		BY EMAIL
		Please send correspondence via email to secretary@gpmtreit.com

		BY MAIL
		Please send correspondence via regular mail to the attention of the independent directors, the Chair of the Audit Committee, the Chair of the Compensation Committee or the Chair of the Nominating and Corporate Governance Committee, as the case may be, in each instance in care of the Secretary at the Company’s office at 3 Bryant Park, Suite 2400A, New York, New York 10036.

Our Secretary will review each communication received in accordance with this process to determine whether the communication requires immediate action. Our Secretary will forward all appropriate communications received, or a summary of such communications, to the appropriate member(s) of our Board. However, we reserve the right to disregard any communication that we determine is unduly hostile, threatening or illegal, does not reasonably relate to our Company or is similarly inappropriate. Our Secretary has the authority to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

Stockholder proposals must be made in accordance with the procedures set forth in our current Bylaws or the procedures set forth in Rule 14a-8 under the Exchange Act and not the procedures set forth in the preceding paragraph or the procedures set forth in “Corporate Governance and Board of Directors – Director Nomination Process.” Nominations for our Board may only be made in accordance with the procedures set forth in our Bylaws. Certain matters set forth in our Bylaws for stockholder proposals, including nominations to our Board, as well as certain matters set forth in Rule 14a-8 for stockholder proposals, are described later in this proxy statement under “Other Matters – Stockholder Proposals and Director Nominations for 2023 Annual Meeting.”

Director Orientation and Continued Education

We provide each new director with a comprehensive orientation about our Company, including our business operations, strategy and governance. We also provide new directors with the opportunity to meet in one-on-one sessions with our Chief Executive Officer, other directors and other members of senior management.

In addition, we believe that our stockholders are best served by a board of directors composed of individuals who are well-versed in modern principles of corporate governance and other subject matters relevant to board service, and who thoroughly comprehend the role and responsibilities of an effective board in the oversight of our Company and its management. To this end, we have adopted a formal Director Education Policy under which our directors are encouraged to attend such director education programs as they deem appropriate to stay abreast of developments in corporate governance and “best practices” relevant to their contribution to our Board generally, as well as to their responsibilities in their specific committee assignments and other roles. We reimburse our directors for their reasonable costs and attendance fees to participate in such programs up to $5,000 per director each year.

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Director Compensation

We compensate the independent members of our Board for their service. We believe that director compensation should achieve the following objectives:

Align the interests of our directors and our stockholders

Attract and retain outstanding director candidates to provide meaningful oversight of our business

Reflect the substantial time commitment our directors make to their Board and committee service

DIRECTOR COMPENSATION CONSIDERATIONS

Our Compensation Committee is responsible for reviewing and making recommendations to our Board regarding the compensation of our Company’s independent directors, which are set forth in our Director Compensation Policy. In doing so, our Compensation Committee will work with its independent compensation consultant and consider, among other things, the following:

•

The compensation that is paid to directors of other companies that are comparable to our Company;

•

The amount of time directors are expected to devote to preparing for and attending meetings of our Board and the committees on which they serve;

•

The success of our Company;

•

The additional responsibilities and time commitment associated with being a chair of our Board or one of its committees;

•

If a committee on which a director serves undertakes a special assignment, the importance of that special assignment to our Company and its stockholders; and

•

The risks involved in serving as a director on our Board or a member of its committees.

ANNUAL RETAINERS FOR INDEPENDENT DIRECTORS

Under our Director Compensation Policy, we pay retainers to our independent directors in an equal mix of cash and equity. The cash retainers are paid quarterly in arrears, and the equity is awarded as restricted stock units, or RSUs, that are granted each year on the date of the annual meeting of stockholders. The RSUs vest on the one-year anniversary of their grant date, with pro-rated vesting for a departure before that anniversary. The RSU awards are accompanied by dividend equivalent rights that, upon the payment of any dividend (other than non-cash extraordinary dividends) by our Company to its common stockholders, pay out with respect to all outstanding RSUs.

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Our Director Compensation Policy provides for the annual payments to independent directors described in the table below:

	Cash ($)		Restricted Stock Unit Awards ($)
Board
Chair		160,000		160,000
Other Directors		100,000		100,000
Audit Committee
Chair		10,000		10,000
Other Members		5,000		5,000
Compensation Committee
Chair		6,250		6,250
Other Members		3,750		3,750
Nominating and Corporate Governance Committee
Chair		6,250		6,250
Other Members		3,750		3,750

We do not pay retainers to directors who are not independent. All members of our Board, including directors who are not independent, are reimbursed for their costs and expenses of serving on our Board, including costs and expenses of attending Board and committee meetings. Directors may also be reimbursed for up to $5,000 per year for continuing education costs incurred in connection with their service on our Board.

SUPPLEMENTAL CHAIR COMPENSATION

In addition to the annual retainers set forth above, our current Board Chair, Stephen G. Kasnet, has been awarded supplemental compensation in recognition of the extraordinary administrative burdens placed on him in 2020 related to our Company’s transition from external management to internal management and the COVID-19 pandemic.

The supplemental chair compensation is payable in additional RSUs to be granted on an annual basis over a four-year period with a value of $155,000 per grant, subject to Mr. Kasnet’s continued service on our Board, for an aggregate award value of $620,000. The first of these four annual grants was made on the date of our annual meeting of stockholders in 2021. Each of the supplemental RSU grants has the same vesting and dividend equivalent provisions as the annual retainer RSU grants.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Our directors are encouraged to own shares of our Company’s common stock to better align their personal interests with the interests of our stockholders. In furtherance of this objective, our Corporate Governance Guidelines provide that each independent director is expected to accumulate shares of common stock with a minimum market value equal to three times such director’s annual cash retainer. All RSUs, whether or not vested, are included in determining whether a director has satisfied the applicable minimum ownership level.

A director is expected to attain the minimum ownership level within five years of appointment or election. If the minimum amount is not attained by such date – or is not maintained after such date – the director is expected to retain at least 50% of the shares issued upon settlement of equity awards (net of shares withheld to satisfy tax obligations) until attaining the ownership level. As of December 31, 2021, all of our independent directors held the minimum ownership level.

DIRECTOR COMPENSATION FOR FISCAL 2021

The following table shows the compensation paid to the individuals who served as independent directors of our Board during any part of the year ended December 31, 2021. John (“Jack”) A. Taylor, our President and Chief Executive Officer and a member of our Board, did not receive any compensation for his service as a

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director; the compensation he received as an executive officer is reported in the “Summary Compensation Table” later in this proxy statement. Devin Chen served on our Board as a non-independent director and did not receive any compensation from the Company in 2021.

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2)(3) ($)		Total ($)
Tanuja M. Dehne		107,410		109,992		217,402
Martin A. Kamarck(4)		43,854		—		43,854
Stephen G. Kasnet		166,215		324,999		491,214
W. Reid Sanders		108,743		112,488		221,231
Hope B. Woodhouse		110,199		114,999		225,198

(1)

Cash fees paid in 2020 included overpayments of the following amounts resulting from a one-time administrative processing error: Ms. Dehne, $2,590; Mr. Kamarck, $2,590; Mr. Kasnet, $3,785; Mr. Sanders, $2,490; and Ms. Woodhouse, $2,490. Cash fees paid in 2021 were reduced by the amount of the overpayment to such director in 2020.

(2)

The values in this column represent the fair value of awards of RSUs computed in accordance with FASB ASC Topic 718 and are based on the closing market price of our common stock on the NYSE on the grant date of the applicable award.

(3)

The independent directors held the following number of unvested RSUs as of December 31, 2021:

Name	Restricted Stock Units
Ms. Dehne		7,447
Mr. Kamarck		—
Mr. Kasnet		22,004
Mr. Sanders		7,616
Ms. Woodhouse		7,786

(4)

Mr. Kamarck did not stand for re-election at the 2021 annual meeting of stockholders.

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Certain Relationships and Transactions

Related Person Transactions Policy

Our Board has adopted a written Related Person Transactions Policy setting forth the policies and procedures for the review and approval of transactions between our Company and its Related Persons. “Related Persons” under the policy include our directors, director nominees, executive officers and holders of more than 5% of our common stock, plus those persons’ immediate family members and affiliated entities, as defined in the policy.

The policy requires that the Audit Committee review and approve all transactions, arrangements or relationships, or series of similar transactions, arrangements or relationships, in which:

•

Our Company is or will be a participant;

•

The expected amount involved exceeds $120,000; and

•

A Related Person has or will have a material direct or indirect interest.

The policy directs the Audit Committee to approve such a transaction only if it determines that the transaction is in, or not inconsistent with, the best interests of our Company and its stockholders.

Transactions with Related Persons in 2021

CREDIT AGREEMENT, WARRANTS AND INVESTOR RIGHTS AGREEMENT

On September 25, 2020, we (i) entered into a term loan credit agreement, the Credit Agreement, with certain investment vehicles managed by Pacific Investment Management Company LLC, or the Initial Lenders, (ii) issued warrants, or the Warrants, to the Initial Lenders and (iii) in connection with the transactions contemplated by the foregoing, entered into an investor rights agreement, the Investor Rights Agreement, which, among other things, granted the Initial Lenders certain governance rights and provided the Initial Investors and certain of their permitted transferees with certain demand, shelf and piggyback registration rights.

Pursuant to the Investor Rights Agreement, effective October 26, 2020, Devin Chen was appointed to our Board as the initial designated director for the Initial Lenders and nominated for election to our Board at our 2021 annual meeting of stockholders.

The Initial Lenders exercised all of the outstanding Warrants in 2021, which we settled in cash, and no longer have rights to designate an individual to be appointed or nominated for election to our Board. In 2021, we paid the Initial Lenders interest and other expenses and repaid $75 million of borrowings under the Credit Agreement, leaving $150 million of borrowings outstanding under the Credit Agreement at the end of 2021.

INDEMNIFICATION AGREEMENTS WITH DIRECTORS AND OFFICERS

We have entered into customary indemnification agreements with each of our directors and officers that require us to indemnify them to the maximum extent permitted by Maryland law and our Articles of Amendment and Restatement against any claim or liability that may arise by reason of their service to us. The agreements also require us to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. In addition, each agreement provides for procedures for the determination of entitlement to indemnification, including requiring that such determination be made by independent counsel after a change in control of our Company.

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Security Ownership and Reporting

Beneficial Ownership of Directors and Executive Officers

Our common stock is listed on the NYSE under the symbol “GPMT.” The following table sets forth information regarding the beneficial ownership of our common stock as of March 15, 2022 (unless otherwise indicated) by each of our “Named Executive Officers,” as such term is defined in Item 402(a) of Regulation S-K, and directors and by all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. A person is deemed to be the beneficial owner of any shares of common stock if that person has or shares voting power or investment power with respect to those shares or has the right to acquire beneficial ownership at any time within 60 days of March 15, 2022. “Voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares.

Under our Insider Trading Policy, our officers, directors and employees are prohibited from hedging or pledging shares of our stock in any manner, whether as collateral for a loan, in a margin account held at a broker or otherwise.

Name and Address of Beneficial Owner(1)

Number of Shares
Beneficially Owned

Percent
of Class(2)

Directors

Devin Chen

—

Tanuja M. Dehne

22,252

Stephen G. Kasnet

49,216(3)

W. Reid Sanders

104,892(4)

John (“Jack”) A. Taylor(5)

240,118(6)

Hope B. Woodhouse

37,129

Named Executive Officers

Stephen Alpart

124,961(7)

Peter Morral

53,868(8)

Steven Plust

165,978(9)

Marcin Urbaszek

58,101(10)

All directors and executive officers as a group (11 individuals)

875,665(11)

1.6%

Represents ownership of less than 1.0% of our outstanding common stock as of March 15, 2022.

(1)

The business address of each of the individuals is 3 Bryant Park, Suite 2400A, New York, New York 10036.

(2)

Based on 53,855,577 shares of common stock outstanding as of March 15, 2022.

(3)

Includes 312 shares of common stock held by the Kasnet Family Foundation, over which Mr. Kasnet has shared voting and investment control with his spouse, and 4,930 shares of common stock Mr. Kasnet owns jointly with his spouse.

(4)

Includes 12,000 shares of common stock held by Green Meadows, LLC. Mr. Sanders is the managing member and a 2% owner of Green Meadows, LLC.

(5)

Mr. Taylor is also a Named Executive Officer.

(6)

Includes 21,657 unvested shares of restricted stock issued pursuant to the Granite Point Mortgage Trust Inc. 2017 Equity Incentive Plan. The holder of restricted stock has the right to vote such shares.

(7)

Includes 13,356 unvested shares of restricted stock issued pursuant to the Granite Point Mortgage Trust Inc. 2017 Equity Incentive Plan. The holder of restricted stock has the right to vote such shares.

(8)

Includes 15,340 unvested shares of restricted stock issued pursuant to the Granite Point Mortgage Trust Inc. 2017 Equity Incentive Plan. The holder of restricted stock has the right to vote such shares.

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(9)

(10)

Includes 4,512 unvested shares of restricted stock issued pursuant to the Granite Point Mortgage Trust Inc. 2017 Equity Incentive Plan. The holder of restricted stock has the right to vote such shares. Also includes 94 shares of common stock held by Mr. Urbaszek’s mother.

(11)

Includes 72,010 unvested shares of restricted stock issued pursuant to the Granite Point Mortgage Trust Inc. 2017 Equity Incentive Plan. The holder of restricted stock has the right to vote such shares.

Beneficial Owners of More than Five Percent of Our Common Stock

Based on their filings made under Section 13(g) of the Exchange Act, the persons known by us to be beneficial owners of more than five percent (5%) of our common stock are as follows:

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class(1)
BlackRock, Inc. 55 East 52nd Street New York, NY 100		9,702,002(2)		18.0%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		4,638,763(3)		8.6%

(1)

Based on 53,855,577 shares of our common stock outstanding as of March 15, 2022.

(2)

Based on a Schedule 13G/A filed with the SEC on January 27, 2022, by BlackRock, Inc. reporting that it has sole voting power with respect to 9,584,365 shares, shared voting and dispositive power with respect to 0 shares and sole dispositive power with respect to all shares reported.

(3)

Based on a Schedule 13G/A filed with the SEC on February 10, 2022, by The Vanguard Group reporting that it has sole voting power with respect to 0 shares, shared voting power with respect to 42,986 shares, sole dispositive power with respect to 4,554,717 shares and shared dispositive power with respect to 84,046 shares.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors to file initial reports of ownership and reports of changes in ownership of our securities with the SEC. Our executive officers and directors are required to furnish us with copies of these reports. Based solely on a review of the Section 16(a) reports furnished to us with respect to 2021 and written representations from our executive offices and directors, we believe that all Section 16(a) filing requirements applicable to those persons during 2021 were satisfied, except that John (“Jack”) A. Taylor was late in filing one Form 4. Mr. Taylor’s transaction was executed on August 13, 2021, and reported on August 23, 2021.

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Information about Our Executive Officers

Information about Our
Executive Officers

The following sets forth the positions, ages and selected biographical information for our executive officers as of April 1, 2022. John (“Jack”) A. Taylor’s biographical information is provided in the section of this proxy statement entitled “Proposal 1: Election of Directors.” There are no arrangements or understandings between any executive officer and any other person pursuant to which he was selected as an executive officer.

	Stephen Alpart Age: 58 Vice President and Chief Investment Officer
	• Mr. Alpart has been our Vice President and Chief Investment Officer since our Company’s inception in 2017. He is also our Co-Head of Originations and a member of our Investment Committee. • From 2014 to 2020, he was a Managing Director at Pine River Capital Management, L.P., our Former Manager. Prior to joining our Former Manager, he was Managing Director in the Prudential Financial, Inc., an insurance, investment management and financial products company, Global Real Estate Finance Group, focused on the United States from 2009 to 2014. • Previously, Mr. Alpart was a Managing Director in the Real Estate Group at GMAC Commercial Mortgage and Capmark Investments where he focused on originating, underwriting and closing large structured commercial real estate loans for private equity firms and private owner/operators. Prior to that, he was a Managing Director in the Real Estate Group at PaineWebber & Co., an investment bank and stock brokerage firm, and later an Executive Director in the Real Estate Group of UBS Group AG, a Swiss multinational investment bank and financial services company, where he focused on originating, underwriting and closing large structured commercial real estate loans for private equity firms and owner/operators. • He has worked in real estate finance and debt investing for over 25 years in a variety of functions, including third-party funds management, proprietary on-book lending, transaction advisory business, loan syndications, loan sales and workouts/ restructurings. • Mr. Alpart received a Masters in Business Administration, Finance and Real Estate from New York University and a B.S. in Business Administration, Accounting and Economics from Washington University.

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Information about Our Executive Officers

	Peter Morral Age: 54 Vice President and Chief Development Officer
	• Mr. Morral has been our Vice President and Chief Development Officer since 2020 and has been our Co-Head of Originations and a member of our Investment Committee since our Company’s inception in 2017. • From 2014 to 2020, he was a Managing Director at our Former Manager. • Prior to joining our Former Manager, he served as a Managing Director in Annaly Capital’s Commercial Real Estate Group. • Prior to joining Annaly Capital, Mr. Morral was a Managing Director and member of the Investment Committee at UBS Securities, LLC where he was responsible for institutional client and large loan originations, investment banking coverage, subordinate debt pricing and distribution and loan syndications. • He has worked in real estate finance and debt investing for over 20 years in a variety of functions, including on-balance sheet lending, syndications and investing, credit policy and underwriting, and CMBS loan originations, pricing, ratings and credit distribution. • Mr. Morral received an M.B.A. from the Ohio State University and a B.L.A. in History from the University of Connecticut.

	Steven Plust Age: 63 Vice President and Chief Operating Officer
	• Mr. Plust has been our Vice President and Chief Operating Officer since our Company’s inception in 2017. He is also a member of our Investment Committee. • • From 2014 to 2020, he was a Managing Director at our Former Manager. • Prior to joining our Former Manager, Mr. Plust was a Managing Director in the Prudential Financial, Inc., an insurance, investment management and financial products company, Global Real Estate Finance Group from 2009 to 2014. • He has over 25 years of experience in real estate finance and capital markets, and was an advisor to the Resolution Trust Corporation in the development and implementation of its securitization programs. • Mr. Plust has worked for over 20 years in principal investing platforms on Wall Street and in investment management, where he has been primarily responsible for transaction pricing and structuring, credit risk assessment and analysis of complex transactions and multi-asset portfolios. • Mr. Plust received an M.B.A. from Columbia University and a B.S. in Chemistry from Rensselaer Polytechnic Institute.

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	Marcin Urbaszek Age: 46 Vice President, Chief Financial Officer and Treasurer
	• Mr. Urbaszek has been our Vice President, Chief Financial Officer, Treasurer and Head of Investor Relations since our Company’s inception in 2017. • He joined our Former Manager in May 2013 and, until the formation of our Company, served as a Managing Director of Two Harbors Investment Corp. (NYSE: TWO), a hybrid mortgage real estate investment trust, focusing on corporate development and capital markets activities. • Prior to joining our Former Manager, Mr. Urbaszek worked in the Investment Banking Division at Credit Suisse Group AG from 2006 to April 2013, most recently serving as a team lead and partner on coverage and strategic transaction execution for various financial institutions, including residential and commercial mortgage lenders. • He has over 20 years of finance experience, including capital markets and equity research, with the last 15 years dedicated to financial institutions. • Over the course of his career, Mr. Urbaszek has been primarily responsible for strategic and capital raising transaction execution, as well as financial planning and analysis. • Mr. Urbaszek received a B.B.A. in Finance, with a Minor focused on Financial Accounting and Economics, from Zicklin School of Business, Bernard M. Baruch College, CUNY. Mr. Urbaszek is a CFA® charterholder.

	Michael J. Karber Age: 42 Vice President, General Counsel and Secretary
	• Mr. Karber has served as our Vice President, General Counsel and Secretary since 2020. He has been with our Company since its inception in 2017, previously serving as Deputy General Counsel from 2018 to 2019 and as Assistant Secretary from 2018 to 2020. • Mr. Karber joined our Former Manager in 2014, most recently serving as Lead Counsel – Business Operations at Two Harbors Investment Corp, (NYSE: TWO), focusing on commercial real estate lending and mortgage servicing rights prior to the formation of Granite Point Mortgage Trust Inc. • Prior to joining our Former Manager, he was a Portfolio Manager at Presidium Asset Solutions, an asset management and loan servicing company, from 2010 to 2014. • From 2007 to 2009 he was an Associate at Pircher, Nichols & Meeks LLP, and prior to that, he was an Associate at Dykema Gossett PLLC. • Mr. Karber received a J.D. from Northwestern University, Pritzker School of Law, and a B.A. in Political Science and Psychology from the University of Michigan.

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Compensation Discussion and Analysis

Compensation Discussion
and Analysis

This “Compensation Discussion and Analysis” section describes our compensation program for our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers for our fiscal year ended December 31, 2021. These Named Executive Officers, or NEOs, are as follow:

JOHN (“JACK”)
A. TAYLOR

MARCIN
URBASZEK

STEPHEN
ALPART

PETER
MORRAL

STEVEN
PLUST

President, Chief Executive Officer and Director

Vice President, Chief Financial Officer and Treasurer

Vice President and Chief Investment Officer

Vice President and Chief Development Officer

Vice President and Chief Operating Officer

“CD&A” Contents

	EXECUTIVE COMPENSATION OVERVIEW			p. 32
	• Change to Become Internally Managed in 2021 • Executive Compensation Components Awarded in 2021 • 2021 Target Pay Levels • Results Under Performance-Based Awards • Quality Compensation Practices
	HOW EXECUTIVE COMPENSATION IS DETERMINED			p. 34
	• Background of Our Executive Compensation Program • Compensation Philosophy and Objectives • Roles and Responsibilities in Executive Compensation Decisions • Employment Agreements • Peer Groups • Say on Pay Vote
	EXECUTIVE COMPENSATION COMPONENTS			p. 39
	• 2021 Base Salary • 2021 Annual Incentive Plan (AIP) Awards • Long-Term Incentive Plan (LTIP) Awards Granted in 2021 • Benefits
	EXECUTIVE COMPENSATION POLICIES AND PRACTICES			p. 44
	• Stock Ownership Guidelines • Prohibition Against Hedging and Pledging • Forfeiture and Clawback Policy • Compensation Risk Assessment

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Executive Compensation Overview

CHANGE TO BECOME INTERNALLY MANAGED IN 2021

Until December 31, 2020, we were externally managed by Pine River Capital Management L.P., our Former Manager. We entered into a definitive agreement with our Former Manager on October 10, 2020, pursuant to which we internalized our management on December 31, 2020, or the Internalization. We did not have any employees prior to the Internalization; our NEOs were employed by an affiliate of our Former Manager.

Our Compensation Committee instituted a comprehensive executive compensation program for our internally managed company in 2021 that was designed to incentivize, reward and retain the executive officers and align their interests with stockholders’ interests. The structure and pay levels of the compensation paid to our NEOs in 2021 are summarized below. Please read the remainder of this “Compensation Discussion and Analysis” and the tabular and narrative disclosure that follows for more complete information about our executive compensation program in 2021.

EXECUTIVE COMPENSATION COMPONENTS AWARDED IN 2021
Cash	Base Salary	• Intended to provide market-competitive fixed income • Only element of total direct compensation not at performance risk
Cash	Annual Incentive Plan (AIP)	• Target amount set as percentage of base salary (100% for CEO and 75% for each of the other NEOs) • Performance period: 2021 • Pays out at 0% – 200% of target amount • Performance metrics: ◦ 50% quantitative metrics – “Core” ROAE (return on average equity), weighted 66.7% on an absolute basis and 33.3% on a relative basis ◦ 50% qualitative metrics – strategic objectives fundamental to the business
Equity	Performance Stock Units (PSUs)	• 50% of equity award value delivered as PSUs • Performance period: 2021-2023 • Vests at 0% – 200% of target number of units • Performance metrics: absolute and relative “Core” ROAE, each weighted 50%
Equity	Restricted Stock Units (RSUs)	• 50% of equity award value delivered as RSUs • Three-year ratable vesting

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2021 TARGET PAY LEVELS

Named Executive Officer	2021 Base Salary			Target AIP Award for 2021 Performance			RSU Award Granted in 2021			Target PSU Award Granted in 2021			Target Total Direct Compensation
John (“Jack”) A. Taylor		$	1,000,000		$	1,000,000		$	1,125,000		$	1,125,000		$	4,250,000
Marcin Urbaszek		$	560,000		$	420,000		$	335,000		$	335,000		$	1,650,000
Stephen Alpart		$	600,000		$	450,000		$	600,000		$	600,000		$	2,250,000
Peter Morral		$	600,000		$	450,000		$	600,000		$	600,000		$	2,250,000
Steven Plust		$	600,000		$	450,000		$	600,000		$	600,000		$	2,250,000

RESULTS UNDER PERFORMANCE-BASED AWARDS

As described in detail under “Executive Compensation Components – 2021 AIP Awards” below, the AIP awards would have paid out above target in accordance with the performance metrics and payout formula included in the awards. Upon the recommendation of management, however, our Compensation Committee approved payouts at the NEOs’ respective target levels.

Because 2021 was the first year that PSUs were granted, no PSU performance period has been completed and there is no performance-based equity award earn-out to report. The first PSU performance period will end on December 31, 2023, and results will be reported in our 2024 proxy statement.

QUALITY COMPENSATION PRACTICES

		What We Do
		• A significant majority of each NEO’s compensation is at risk • Our clawback policy allows recoupment of cash or equity awards upon a financial restatement • We have adopted meaningful stock ownership requirements applicable to our executive officers • Our Compensation Committee retains an independent compensation consultant who provides no other services to our Company • Payouts of performance-based cash and equity awards are capped at 200% of target

		What We Don’t Do
		• Our NEOs do not receive perquisites or retirement plans not available to other employees • We do not allow executive officers to hedge or pledge their Company stock • We do not have single-trigger accelerated vesting of equity awards upon a change of control of our Company • We do not pay dividends on any performance-based equity units that are not earned through satisfaction of the awards’ performance metrics • Our NEOs do not have guaranteed bonuses

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Compensation Discussion and Analysis

How Executive Compensation Is Determined

BACKGROUND OF OUR EXECUTIVE COMPENSATION PROGRAM

Prior to the Internalization on December 31, 2020, we were managed by our Former Manager and did not have any employees. Our NEOs were employed by an affiliate of our Former Manager and did not receive cash compensation directly from our Company before 2021, other than a one-time bonus paid at the end of 2020 in conjunction with the Internalization. Our Former Manager and its affiliates also determined whether, and to what extent, our NEOs were provided with employee benefit plans. Prior to the Internalization, we reimbursed our Former Manager for certain executive compensation costs it incurred on our behalf.

Although we did not directly pay regular cash compensation to our NEOs prior to the Internalization, we did grant them equity awards under our 2017 Equity Incentive Plan to align their interests with those of our stockholders. Equity awards granted to our NEOs before 2021 were in the form of restricted stock, except for a one-time award of RSUs granted at the end of 2020 in conjunction with the Internalization. Those units will vest in full on the fifth anniversary of the grant date, subject to the NEO’s continued employment and other terms and conditions contained in the respective award agreement.

Total compensation reported for our executives for 2021 (our first year as an internally managed company) is not fully comparable to total compensation reported for our executives in prior years (when we were externally managed). Prior to 2021, we did not report our executives’ base salary and annual incentive compensation because they were not employed by us and their cash compensation was paid directly by our Former Manager.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Our compensation program philosophy is to provide an attractive, flexible and market-based total compensation program tied to performance and aligned with stockholders’ interests.

Our total rewards philosophy is designed to:

Attract and retain the best talent to support our business objectives

Pay for performance by linking compensation to the achievement of short-term and long-term financial and strategic goals

Align the interests of our executive officers and stockholders by tying elements of executive compensation to corporate performance and generated returns

Ensure fair, equitable and competitive pay practices

Our Compensation Committee instituted a comprehensive executive compensation program for our internally managed company in 2021 that is designed to achieve these objectives through a mix of compensation components and sound governance practices.

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Compensation Discussion and Analysis

ROLES AND RESPONSIBILITIES IN EXECUTIVE COMPENSATION DECISIONS

Role of the Compensation Committee

Our Board’s Compensation Committee, which is composed entirely of independent directors, is responsible for setting all compensation paid to our executive officers. Our Compensation Committee establishes the structure of the executive compensation program, the levels paid to each executive and the performance goals for incentive-based compensation. Our Compensation Committee also recommends to our Board the amount and structure of compensation to be paid to independent directors.

When making executive compensation decisions, our Compensation Committee considers the financial performance of our Company over the prior year, market data and the competitive landscape, the performance and experience of each executive officer, internal pay equity within the executive officer group, alignment with stockholder interests and risk mitigation.

Role of the Compensation Consultant

Our Compensation Committee engaged Semler Brossy Consulting Group LLC, or Semler Brossy, as its independent compensation consultant in 2019. Semler Brossy advises our Compensation Committee on market practices, peer group composition, executive compensation program design and executive pay levels. Semler Brossy also provides advice on setting compensation for independent directors.

Semler Brossy does not provide any other services to our Company. Following a review of the relationship between our Company and its independent compensation consultant in 2021, our Compensation Committee concluded that Semler Brossy’s work did not raise any conflicts of interest.

Role of Executive Officers

In consultation with Semler Brossy, our Chief Executive Officer provides recommendations to our Compensation Committee regarding compensation for the other executive officers. Our Chief Financial Officer assists our Chief Executive Officer in advising our Compensation Committee on corporate performance matters and the nature and levels of performance metrics for incentive-based compensation. No executive officer participates in Compensation Committee discussions setting his own pay.

EMPLOYMENT AGREEMENTS

In connection with the Internalization, we entered into employment agreements with each of the NEOs pursuant to which each became employed directly by the Company on December 31, 2020, the effective date of the Internalization. Our Compensation Committee negotiated the employment agreements, with the advice of Semler Brossy, and our Board of Directors approved them.

The employment agreements provided for one-time cash bonus and equity awards granted to the NEOs in December 2020 in consideration for performing services related to the Internalization process, as mentioned above. In addition, the employment agreements established the following compensation terms applicable to 2021 and subsequent years. See “Executive Compensation Components” later in this “Compensation Discussion and Analysis” for more information about the compensation awarded in 2021 in accordance with the employment agreements.

Base Salary

2021 Terms

Base salaries for the NEOs were set as $1,000,000 for Mr. Taylor; $560,000 for Mr. Urbaszek; and $600,000 for each of Messrs. Alpart, Morral and Plust.

2022 and Beyond

The salary amounts set in the employment agreements are to be reviewed at least annually and may be increased in subsequent years.

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Compensation Discussion and Analysis

Annual Incentive Cash Payment

2021 Terms

Under their employment agreements, the NEOs were entitled to the opportunity to earn an annual incentive cash payment with a target value equal to 100% of base salary for Mr. Taylor and 75% of base salary for the other NEOs. The agreements set the payout value as 0% to 200% of target amount, depending on achievement against performance goals established by our Compensation Committee.

2022 and Beyond

The percentages included in the employment agreements (100% for Mr. Taylor and 75% for the others) will be applied to any increase in base salary in subsequent years, which would lead to a corresponding increase in the award’s target value. Our Compensation Committee is to establish performance goals each year.

Long-Term Incentive Plan (LTIP)

2021 Terms

The employment agreements provided that the NEOs would be granted LTIP awards in 2021 with a value of $2,250,000 for Mr. Taylor; $670,000 for Mr. Urbaszek; and $1,200,000 for each of Messrs. Alpart, Morral and Plust. The awards were to be granted (i) 50% in a performance-based award to be earned at 0% to 200% of target amount, depending on achievement over a three-year period against performance metrics established by our Compensation Committee, and (ii) 50% in a time-based award to vest ratably over three years.

Under the terms of the employment agreements, the number of units to be granted to each NEO was determined by dividing (a) the LTIP award value set forth in the NEO’s employment agreement, by (b) the closing market price of our common stock on the NYSE on December 31, 2020, which is the date that the Internalization became effective and the NEOs became employed by the Company.

The awards have associated dividend equivalent rights, are subject to the NEO’s continued employment through the applicable vesting date, and may be settled in shares or cash, at our Company’s option.

2022 and Beyond

The employment agreements provide that the NEOs will continue to receive annual LTIP awards in 2022 and beyond with both performance-based and time-based components. The total value of the LTIP awards granted in subsequent years may vary, as may the proportion of performance-based and time-based grants. As with the 2021 awards, the time-based awards will vest ratably over three years, and the performance-based awards will be earned at 0% to 200% of the target amount. Our Compensation Committee is to establish performance goals each year applicable to the performance-based awards.

Other Terms

The employment agreements also provide that the NEO are eligible to participate in all employee benefit programs made available to the Company’s employees generally from time to time and to receive payments upon termination or change in control of the Company as described in detail in “Executive Compensation – Potential Payments Upon Termination or Change in Control” later in this proxy statement.

Each employment agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of each of the NEOs on the one hand and our Company on the other hand to disparage the other. In addition, the employment agreements provide that the NEO shall not, without the prior written consent of our Chief Executive Officer (or our Board, in the case of Mr. Taylor), (i) for a period of one year for Mr. Taylor, nine months for Messrs. Alpart and Plust and six months for Messrs. Morral and Urbaszek following the termination of the NEO’s employment relationship with our Company for any reason, engage in certain competitive activities and (ii) for a period of one year following the termination of the NEO’s employment relationship with our Company for any reason, solicit certain current or former employees or customers of our Company.

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Compensation Discussion and Analysis

PEER GROUPS

Our Compensation Committee does not have a policy to set executive pay levels to a particular market benchmark, but it does review market data assembled by Semler Brossy for information about pay levels for the individual executive officers – both total compensation levels and levels of the various compensation components – as well as pay practices. This data is used to assess the reasonableness of our Company’s executive compensation program in the context of a competitive marketplace for talent. As described in “Executive Compensation Components” below, our Compensation Committee also uses relative financial performance as a component of our NEOs’ annual and long-term incentive awards and relies on peer data to calculate those relative measurements.

As an internally managed commercial mortgage REIT, we face the following challenges when identifying peers for the purposes of comparing our executives’ compensation and our corporate performance to that of other companies:

•

There are a limited number of internally managed commercial mortgage REITs, which makes it difficult to identify companies that are directly comparable to our Company;

•

REITs with a residential mortgage focus have different business strategies than those focused on commercial mortgages; and

•

REITs that are externally managed often do not disclose the cash compensation received by their executives, which is typically paid by their managers. A comparison of our executives’ reported total compensation to the publicly disclosed total compensation paid to executives of externally managed companies may be misleading, because in the latter case base salary and annual incentive compensation paid by managers to executives of externally managed companies may not have been reported.

To address these comparative limitations, our Compensation Committee has worked with Semler Brossy to construct multiple peer groups with different objectives. The primary peer group of the three described below is the Industry Group, which is the only one used to assess executive pay levels and design. The Externally Managed Group is exclusively used as an additional reference for equity usage. The Performance Group is used not to assess pay but to measure relative corporate performance for the AIP and PSU awards; see “Executive Compensation Components – 2021 AIP Awards” and “— LTIP Awards Granted in 2021” below.

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Compensation Discussion and Analysis

Peer Groups Used When 2021 Compensation Decisions Were Made

Industry Group (primary)

Externally Managed Group

Performance Group

Uses:

•

Executive pay levels

•

Incentive program design

•

Equity usage

Use:

•

Additional reference for equity usage

Use:

•

Comparator group to measure relative “Core” ROAE performance in AIP and PSU awards

Characteristics:

•

All internally managed companies

•

Primary focus is on commercial mortgage REITs, but can also include mortgage REIT companies with a mix of commercial and residential portfolios, as well as diversified REITs and companies in the commercial-focused real estate financial services or thrifts and mortgage finance industries

•

Comparability of size primarily evaluated based on book value of equity and assets, with consideration also given to market cap and revenue levels

Characteristics:

•

All externally managed REITs (and therefore often do not disclose executives’ cash compensation)

•

Primarily focused on commercial mortgage investment portfolios

•

Comparability of size primarily evaluated based on book value of equity and assets, with consideration also given to market cap and revenue levels

Characteristics:

•

All mortgage REITs

•

All have commercially focused investment portfolios

•

Company’s primary public commercial mortgage REIT competitors for investment

•

Have long-term capital and return profiles similar to our Company’s profiles

•

Are affected by external market conditions similar to how our Company is affected

Group members:(1)

•

Capstead Mortgage

•

Chimera Investment

•

Dynex Capital

•

iStar

•

Ladder Capital

•

MFA Financial

•

New York Mortgage Trust

•

Redwood Trust

•

Walker & Dunlop

Group members:

•

ACRES Commercial Realty

•

Apollo Commercial Real Estate

•

Ares Commercial Real Estate

•

Blackstone Mortgage Trust

•

NexPoint Real Estate(2)

•

KKR Real Estate Finance Trust

•

PennyMac Mortgage Investment

•

Starwood Property Trust

•

TPG RE Finance Trust

Group members:

•

ACRES Commercial Realty

•

Apollo Commercial Real Estate

•

Ares Commercial Real Estate

•

Blackstone Mortgage Trust

•

BrightSpire Capital Corp.

•

KKR Real Estate Finance Trust

•

Ladder Capital

•

TPG RE Finance Trust

(1)

For compensation decisions made in 2022, our Compensation Committee approved the addition of BrightSpire Capital to the Industry Group given its direct relevance to our Company. Capstead Mortgage will be removed from the Industry Group going forward as it was acquired by Franklin Realty Trust in October 2021.

(2)

NexPoint Real Estate acquired Jernigan Capital in 2020.

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Compensation Discussion and Analysis

SAY ON PAY VOTE

At our 2021 annual meeting of stockholders, we provided our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, our executive compensation. Approximately 96% of the votes cast at our 2021 annual meeting of stockholders approved our executive compensation as described in our proxy statement for that meeting. Our Compensation Committee carefully considers stockholder votes on this matter, along with other expressions of stockholder views it receives on compensation policies and desirable actions.

Executive Compensation Components

The principal components of our executive compensation program for 2021 are as follow:

•

Base salary;

•

Cash incentive awards paid under our Annual Incentive Plan, or AIP; and

•

Long-Term Incentive Plan, or LTIP, awards granted under our 2017 Equity Incentive Plan:

◦

50% of the LTIP award value was granted as PSUs, and

◦

50% of the LTIP award value was granted as RSUs.

Each of these components is described in detail below. This mix of compensation components was designed to incentivize, reward and retain the executive officers, consistent with our compensation philosophy and our Company’s long-term business goals. We also provide our NEOs the health and welfare and retirement benefits available to our other employees.

2021 BASE SALARY

Base salary amounts for 2021 were established in the NEOs’ respective employment agreements at competitive levels designed to reflect their experience and expertise and to motivate their continued service with our Company following the Internalization.

2021 AIP AWARDS

The AIP is designed to reward achievement of annual goals that support long-term value creation through the opportunity to earn cash payments. The awards described below were based on 2021 performance, were paid out in the first quarter of 2022, and are reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.”

As described in detail below, the AIP awards would have paid out above target in accordance with the performance metrics and payout formula included in the awards. Upon the recommendation of management, however, our Compensation Committee approved payouts at the NEOs’ respective target levels.

2021 AIP Award Values

Each NEO’s target AIP award value was set in his respective employment agreement as a percentage of his base salary as follows, with an opportunity to earn 0% to 200% of the target value:

Named Executive Officer	2021 Base Salary			Target Award Percentage		Minimum AIP Award for 2021 Performance			Target AIP Award for 2021 Performance			Maximum AIP Award for 2021 Performance
John (“Jack”) A. Taylor		$	1,000,000		100%		$	0		$	1,000,000		$	2,000,000
Marcin Urbaszek		$	560,000		75%		$	0		$	420,000		$	840,000
Stephen Alpart		$	600,000		75%		$	0		$	450,000		$	900,000
Peter Morral		$	600,000		75%		$	0		$	450,000		$	900,000
Steven Plust		$	600,000		75%		$	0		$	450,000		$	900,000

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Compensation Discussion and Analysis

Our Compensation Committee believes these award values appropriately reflect internal pay equity considerations, will motivate achievement of the performance goals described below and are competitive within the marketplace for talent, while the cap of 200% of target helps protect our Company against imprudent risk taking.

2021 AIP Award Structure

The percentage of each NEO’s target award value earned was dependent on achievement of a mix of strategic objectives and financial metrics portrayed below:

[MISSING IMAGE: tm2130659d1-pc_strategicpn.jpg]

Our Compensation Committee assigned even weighting to the strategic component and financial component to recognize the value of both qualitative and quantitative measures of corporate performance and to incentivize a range of achievements relevant to our growing company’s long-term success. Detailed information about these performance goals and 2021 results follows.

Strategic Component of 2021 AIP Awards – Goals and Results

Our Compensation Committee established specific assessment factors for each of the strategic objectives in the AIP awards for 2021, as follows:

Objective	Percentage of Strategic Component	Summary of Assessment Factors
Balance sheet management	30%	• Create a diversified and stable funding profile • Maintain appropriate balance sheet leverage • Manage corporate liquidity Grow equity capital
Risk management	30%	• Mitigate credit risk, financing and liquidity risk, internal control and operational risk, and IT infrastructure and cybersecurity risk • Assess business counterparties
Stockholder/investor focus	20%	• Generate quality financial disclosures • Engage equity and debt investors through our investor relations function • Attend relevant industry conferences and execute marketing efforts
Enhancing franchise value	20%	• Enhance the Company’s brand in the commercial real estate market • Maintain a skilled and experienced team • Expand the Company’s reputation as a quality business counterparty

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Compensation Discussion and Analysis

The NEOs are evaluated collectively with respect to their performance against these objectives. To the extent that achievement of any of these qualitative metrics exceeded the target level of performance, our Compensation Committee had the discretion under the AIP to apply an aggregate multiplier of between one and two based on the actual achievement of the qualitative metric above target. To the extent that achievement of any of these qualitative metrics fell below the target level of performance, our Compensation Committee had the discretion under the AIP to apply an aggregate multiplier of between zero and one based on the actual achievement of the qualitative metric below target.

At the conclusion of the one-year performance period, our Compensation Committee conducted a thorough assessment of our Company’s and executives’ performance against the factors set forth above. The committee considered key achievements from 2021 corresponding to each category, including the following highlights:

•

We have continued to diversify and grow our funding sources while maintaining conservative levels of liquidity and leverage to drive overall balance sheet management strategy

•

Our ongoing and active asset management has significantly helped us maintain a favorable credit risk profile

•

We expanded our sources of capital with an issuance in the preferred equity market, which was facilitated in part by an investment-grade rating from Egan Jones

•

We have expanded and improved our financial disclosures, maintained an active stockholder dialogue and broadened our overall equity investor base by successfully establishing our Company as a significant participant in the preferred equity market

•

We have continued to expand our Company’s profile across the capital and lending markets, establishing new lending relationships through our direct originations platform and reestablishing our Company as a repeat issuer in the CRE Collateralized Loan Obligations (CLO) market

Following this review, our Compensation Committee determined that the NEOs had achieved the objectives of the Strategic Component of the 2021 AIP awards at target levels of performance.

Financial Component of 2021 AIP Awards – Goals, Results and Adjustment

The Financial Component of the AIP awards is split between absolute and relative measures of “Core” ROAE performance, with a heavier weighting on the absolute value. This mix and weighting of absolute and relative measures places a premium on achieving the “Core” ROAE goal established in our Company’s internal financial plan while also providing an incentive to outperform peers that are relevant comparators for corporate performance.

“Core” ROAE is calculated as the ratio of (i) our Company’s Distributable Earnings generated during the performance period to (ii) our Company’s average stockholders’ equity during the performance period, as measured on each of the first and last day of the period. For these purposes, Distributable Earnings are as reported in our Company’s publicly filed financial reports, excluding the effects of certain non-cash items and one-time charges that we believe are not indicative of our Company’s overall operating performance. Distributable Earnings is used to calculate this “Core” ratio instead of GAAP earnings as it is a better measure of a commercial mortgage REIT’s run-rate operating performance and is intended to over time serve as a general, though imperfect, proxy for our taxable income. As such, Distributable Earnings is considered a key indicator of our ability to generate sufficient income to pay our dividends, which is the primary focus of income-oriented investors who comprise a meaningful segment of our stockholder base.

Our Compensation Committee selected Core “ROAE” as the financial metric to be used in the AIP because it is an important valuation metric for commercial mortgage REITs like our Company that reflects efficient use of investors’ capital and management’s sound investment decisions. “Core” ROAE emphasizes the efficient generation of earnings from our Company’s equity capital that can be distributed to our Company’s stockholders as dividends, substantially reflects performance over time and encompasses all aspects of investment activities, including interest income received on loans net of borrowing costs, as well as realized gains and losses on investments, if any.

To measure relative “Core” ROAE performance, our Company’s absolute result is compared to the results of the companies in its Performance Group. See “How Executive Compensation Is Determined – Peer Groups” above for a description of the Performance Group and a list of companies included.

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Compensation Discussion and Analysis

Our Compensation Committee established the following pay-out matrix to determine achievement under the Financial Component of the 2021 AIP awards. The percentage earned is to be linearly interpolated when the level of performance is between Threshold and Target or between Target and Maximum.

[MISSING IMAGE: tm2130659d1-box_absolutepn.jpg]

Level of
Performance

Absolute “Core”
ROAE

Percentage Earned

Below Threshold

≤2.0%

0% of Target

Threshold

2.0%

25% of Target

Target

4.0%

100% of Target

Maximum

≥7.5%

200% of Target

Actual

5.9%

155.1% of Target

[MISSING IMAGE: tm2130659d1-box_relativepn.jpg]

Level of
Performance

Relative “Core” ROAE

Percentage Earned

Below Threshold

≤25th percentile

0% of Target

Threshold

25th percentile

25% of Target

Target

50th percentile

100% of Target

Maximum

≥75th percentile

200% of Target

Actual

37.7th percentile

63.1% of Target

As is indicated above, the Company’s actual “Core” ROAE for 2021 was 5.9% (155.1% of absolute target), which was at the 37.7th percentile among the Performance Peer Group (63.1% of relative target). The overall financial component was 124.4% of target following application of the higher weighting to the absolute metric, as shown below:

Total Financial
Component
Results

Absolute
Performance
Percentage Earned
(66.7% weighting)

Relative Performance
Percentage Earned
(33.3% weighting)

Total Percentage
Earned
before adjustment

155.1 of Target

63.1% of Target

124.4% of Target

Upon the recommendation of management, however, our Compensation Committee decided to discount the overperformance of our Company’s actual versus target “Core” ROAE results out of consideration for the ongoing impacts of the COVID-19 pandemic on our Company’s investment portfolio credit performance. Our Compensation Committee determined that the Financial Component of the AIP awards should be deemed earned at 100% of target for 2021 performance, rather than the 124.4% of target based on the actual financial results as applied to the formula.

AIP Award Payouts as Adjusted

The 100% of target deemed earned from the Strategic Component combined with the 100% of target deemed earned from the Financial Component to generate AIP payouts equal to each NEO’s respective target award, as shown below:

2021 AIP
Award
Payouts

Strategic
Component
Percentage
Earned
(50% weighting)

Financial
Component
Percentage
Earned
(50% weighting)

Total Award
Percentage
Earned

Formulaic Results

100% of Target

124.4% of Target

112.2% of Target

Adjusted Results

100% of Target

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Compensation Discussion and Analysis

LTIP AWARDS GRANTED IN 2021

Our Compensation Committee granted the NEOs long-term incentive awards under our 2017 Equity Incentive Plan in early 2021 to reward key drivers of stockholder value and foster a sense of ownership and commitment to our Company’s long-term success. The employment agreements set forth the value of each NEO’s 2021 LTIP award and also provided that the 2021 awards be evenly split between performance-based and time-based vehicles.

The employment agreements further provided that the number of units granted to each NEO in early 2021 was to be determined by dividing (a) the award value set forth in the NEO’s employment agreement, by (b) the closing market price of our common stock on the NYSE on December 31, 2020, which is the date that the Internalization became effective and the NEOs became employed by our Company.

Named Executive Officer	RSU Award Value per Employment Agreement			PSU Award Value(1) per Employment Agreement			Total 2021 LTIP Award Value per Employment Agreement
John (“Jack”) A. Taylor		$	1,125,000		$	1,125,000		$	2,250,000
Marcin Urbaszek		$	335,000		$	335,000		$	670,000
Stephen Alpart		$	600,000		$	600,000		$	1,200,000
Peter Morral		$	600,000		$	600,000		$	1,200,000
Steven Plust		$	600,000		$	600,000		$	1,200,000

(1)

As described in the footnotes to the “Summary Compensation Table” and “Grants of Plan-Based Awards Table” in the “Executive Compensation” section below, the fair value of the PSUs reported in those tables is higher than reflected above. The discrepancy reflects the difference between the $9.99 stock price on December 31, 2020 (which was used to calculate the number of units granted, per the NEOs’ employment agreements) and the $14.15 stock price on July 14, 2021, the date that our Compensation Committee approved the performance metrics applicable to the outstanding awards (which was used to compute the accounting value of the units under FASB ASC Topic 718 that are reported in the compensation tables below).

The even split of performance-based and time-based vehicles is designed to motivate achievement of financial objectives while encouraging retention and stock ownership. The ultimate value of both the PSUs and the RSUs is dependent on our long-term success as reflected in the price of our Company’s common stock.

The treatment of the awards upon the NEO’s termination of employment in connection with death, disability, retirement or a change of control of our Company is described in detail in “Executive Compensation – Potential Payments Upon Termination or Change of Control” later in this proxy statement. The award agreements provide for “double trigger” vesting, meaning that vesting is not accelerated upon a change of control unless the change of control is accompanied by a qualifying termination of employment.

PSU Awards

The PSU awards granted to the NEOs in early 2021 have a three-year performance period of January 1, 2021, through December 31, 2023. All of the PSUs that have been earned through satisfaction of the performance metrics will vest at the conclusion of the performance period on a one-for-one basis of one share of common stock per PSU, subject to the NEO’s continued employment and other terms and conditions contained in the respective award agreement.

The percentage of the target number of PSUs granted that will be earned is dependent on our Company’s absolute and relative “Core” ROAE performance during the three-year period. The absolute and relative measures are evenly weighted to align the NEOs’ focus on execution of our Company’s long-term plan while accounting for independent economic and real estate market forces. Actual units earned will be between 0% and 200% of target levels. Because 2021 was the first year that PSUs were granted, no PSU performance period has been completed and there is no equity award earn-out to report.

The significance and calculation of “Core” ROAE are described above under “2021 AIP Awards.” We believe that “Core” ROAE is a critical metric for our Company and its stockholders, and our Compensation Committee

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used it to measure corporate performance on both an annual and long-term basis to align pay and performance. The threshold, target and maximum levels of absolute performance are different for the PSUs than for the AIP awards to reflect the equity awards’ longer performance period. The “Core” ROAE level used for target absolute performance is intended to be challenging but achievable. Relative “Core” ROAE will be calculated using the same Performance Group used in the AIP awards. See “How Executive Compensation Is Determined – Peer Groups” above for a description of the Performance Group and a list of companies included.

The PSU awards are accompanied by dividend equivalent rights that accrue during the performance period but are paid out upon vesting only with respect to shares that have been earned through satisfaction of the performance metrics. Upon the payment of any dividend (other than non-cash extraordinary dividends) by our Company to its common stockholders, dividend equivalent rights accrue with respect to all outstanding PSUs. No dividend equivalent rights are paid out with respect to shares not earned or PSUs that have terminated before vesting.

RSU Awards

The RSUs granted to the NEOs in early 2021 vest ratably over a three-year period – 33% on each of January 1, 2022, and January 1, 2023, and 34% on January 1, 2024 – subject to the NEO’s continued employment and other terms and conditions contained in the respective award agreement. The RSU awards are accompanied by dividend equivalent rights that, upon the payment of any dividend (other than non-cash extraordinary dividends) by our Company to its common stockholders, pay out with respect to all outstanding RSUs.

BENEFITS

Our NEOs receive the same benefits package available to our other employees, which consists primarily of health and wellness offerings, a 401(k) savings plan with a Company contribution and paid time off.

Executive Compensation Policies and Practices

STOCK OWNERSHIP GUIDELINES

Our Compensation Committee believes that ownership of our Company’s common stock by our executive officers directly aligns their interests with those of our other stockholders and helps balance the incentives for risk taking inherent in equity-based awards. Accordingly, our Compensation Committee has adopted the following stock ownership guidelines:

Executive Officer			Minimum Ownership Level
Chief Executive Officer			Market value of stock held ≥5x base salary
Other executive officers			Market value of stock held ≥3x base salary

All restricted shares and RSUs, whether or not vested, are included in determining whether an executive officer satisfies the applicable minimum ownership level. Shares underlying unvested PSUs are not included.

An executive officer is expected to attain the minimum ownership level within five years of appointment. If the minimum amount is not attained by such date – or is not maintained after such date – the officer is expected to retain at least 75% of the shares issued upon settlement of equity awards (net of shares withheld to satisfy tax obligations) until attaining the ownership level. As of December 31, 2021, all of our NEOs held the minimum ownership level.

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PROHIBITION AGAINST HEDGING AND PLEDGING

Our Board has adopted, as part of our Insider Trading Policy, prohibitions against our officers, directors and employees engaging in transactions designed to profit from fluctuations in the price of our securities, such as short sales or purchasing our securities on margin. In addition, such persons are prohibited from purchasing or selling puts or calls or other derivative securities on our securities, pledging our securities as collateral for a loan or entering into hedging or monetization transactions or similar arrangements with respect to our securities.

FORFEITURE AND CLAWBACK POLICY

The 2017 Equity Incentive Plan includes forfeiture and clawback provisions that are triggered by a restatement of incorrect financial results. In the case of a restatement, our Compensation Committee will review all cash and equity awards (whether granted under the 2017 Equity Incentive Plan or otherwise) held by executive officers that were earned based on performance or vested during the course of the financial period subject to such restatement or were granted during or within one year following such financial period.

If any award would have been lower or would not have vested, been earned or been granted based on the restated financial results, our Compensation Committee may (i) cancel the award, in whole or in part, whether or not vested, earned or payable or (ii) require the executive officer to repay to our Company an amount equal to all or any portion of the value of any gains from the grant, vesting or payment of the award that would not have been realized had the restatement not occurred. Our Compensation Committee will determine, in its sole discretion, whether such a forfeiture or clawback is appropriate, and any forfeiture or clawback will be undertaken to the extent permitted by governing law.

COMPENSATION RISK ASSESSMENT

Our Compensation Committee reviewed our Company’s compensation programs and plans for both executive officers and other employees in early 2022 to assess whether those programs and plans create incentives for risk-taking behavior that could damage our Company and its stockholders. Following this assessment, our Compensation Committee determined that the risks arising from our Company’s compensation programs and plans for executive officers and other employees are not reasonably likely to have a material adverse effect on our Company.

When making this determination, our Compensation Committee specifically considered the following features of our executive compensation program:

		Risk-Mitigating Features of Executive Compensation Program
		• Earnout of performance-based equity (PSU) and annual cash (AIP) awards is capped at 200% of target • Performance-based awards have a sliding scale earnout structure, not an all-or-nothing structure • A significant percentage of the NEOs’ total direct compensation is paid as equity with three-year vesting • PSUs have a three-year performance period • The forfeiture and clawback policy described above allows recoupment of cash or equity awards upon a financial restatement • As described above, all officers and employees are prohibited from hedging Company securities through our Insider Trading Policy • Executive stock ownership levels are high and are required to remain high in accordance with the stock ownership guidelines described above

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Executive Compensation

Summary Compensation Table

The following table shows the cash and equity compensation awarded to or earned by our NEOs for services rendered to us during the fiscal years presented:

Name and Principal Position	Year		Salary ($)		Bonus(1) ($)		Stock Awards(2) ($)		Non-Equity Incentive Plan Compensation(3) ($)		All Other Compensation(4) ($)		Total(5) ($)
John (“Jack”) A. Taylor President and Chief Executive Officer		2021		1,000,000		—		2,718,454		1,000,000		8,700		4,727,154
		2020		—		1,000,000		2,199,995		—		—		3,199,995
		2019		—		—		1,199,981		—		—		1,199,981
Marcin Urbaszek Vice President, Chief Financial Officer and Treasurer		2021		560,000		—		809,487		420,000		8,700		1,798,187
		2020		—		420,000		809,990		—		—		1,229,990
		2019		—		—		249,987		—		—		249,987
Stephen Alpart Vice President and Chief Investment Officer		2021		600,000				1,449,848		450,000		8,700		2,508,548
		2020		—		450,000		1,349,992		—		—		1,779,992
		2019		—		—

	COMPENSATION COMMITTEE REPORT					46
	EXECUTIVE COMPENSATION					47
	Summary Compensation Table					47
	Grants of Plan-Based Awards in 2021					49
	Outstanding Equity Awards at 2021 Fiscal Year-End					51
	Stock Vested in 2021					53
	Nonqualified Deferred Compensation					53
	Potential Payments upon Termination or Change in Control					53
	Pay Ratio Disclosure					57
	PROPOSAL 2: APPROVAL OF ADVISORY VOTE ON EXECUTIVE COMPENSATION					58
	PROPOSAL 3: APPROVEAL OF PROPOSED GRANITE POINT MORTGAGE INC. 2022 OMNIBUS INCENTIVE PLAN					59
	Overview					60
	Summary of the Material Features of the 2022 Plan					61
	PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR					70
	Audit and Non-Audit Fees					70
	Audit Services Pre-Approval Policy					71
	AUDIT COMMITTEE REPORT					72
	OTHER MATTERS					73
	Meeting Matters					73
	Stockholder Proposals and Director Nominations for 2023 Annual Meeting					73
	Annual Report					73
	FREQUENTLY ASKED QUESTIONS					74
	APPENDIX A – DEFINITIONS AND GAAP RECONCILIATION					A-1
	APPENDIX B – TEXT OF 2022 OMNIBUS INCENTIVE PLAN					B-1
	RESERVATION REQUEST FORM

		OUR TOTAL REWARDS PHILOSOPHY IS DESIGNED TO:
		• Attract and retain the best talent to support our business objectives; • Pay for performance by linking compensation to the achievement of short-term and long-term financial and strategic goals; • Align the interests of our executive officers and stockholders by tying elements of executive compensation to corporate performance and generated returns; and • Ensure fair, equitable and competitive pay practices.