Sector: Financials
ADAMAS INC TRUST · Meeting: June 11, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
No overboarding, no attendance issues, and the 3-year TSR gap versus the company's disclosed peer group (-26.5pp) does not reach the 35pp trigger required for a low-positive-TSR company, so no performance-based concern is raised.
As CEO and executive director he is subject to the same TSR trigger as other directors, but the 3-year gap versus peers (-26.5pp) falls short of the 35pp threshold, so no TSR-based against vote is warranted; no other policy flags apply.
Independent director with no overboarding or attendance concerns; the peer-group TSR gap of -26.5pp over three years does not trigger the 35pp threshold applicable to a company with low positive absolute TSR.
Independent director serving on audit and compensation committees with confirmed financial expertise; the proxy clarifies his Equitable fund seats count as one public company, so no overboarding issue arises, and the TSR trigger is not met.
Independent director with no overboarding, full attendance, and confirmed audit committee financial expertise; the 3-year peer-group TSR gap does not meet the 35pp trigger threshold.
Independent director with no overboarding or attendance issues; TSR underperformance versus the disclosed peer group (-26.5pp) is below the 35pp trigger required for a low-positive-TSR company.
Independent Lead Director with relevant mortgage/real estate finance experience, no overboarding, full attendance, and the TSR gap versus peers does not reach the policy trigger threshold.
All seven nominees receive a FOR vote. ADAM's 3-year stock return of +13.4% is positive but modest, and while the company trailed its disclosed compensation peer group by 26.5 percentage points over three years, that gap falls short of the 35pp trigger required under our policy for companies in the low-positive absolute TSR band (0–20%). No director is overboarded (none holds more than two public company board seats), all directors attended at least 75% of meetings in 2025, audit committee members hold confirmed financial expertise, no familial relationships to senior management are disclosed, and no non-independent director sits on the audit or compensation committees.
CEO
Jason T. Serrano
Total Comp
$8,175,252
Prior Support
97%%
The prior year Say on Pay vote received 97% shareholder support, signaling broad approval of the compensation structure. The proxy discloses that base salary represents only 13% of total named executive officer compensation in 2025, well below the 40% maximum fixed-pay threshold, with the majority of pay delivered through a performance-based annual incentive plan and a long-term equity program that is 60% tied to relative total shareholder return goals and 40% time-based vesting — a pay mix that meets the policy's requirement for at least 50–60% variable, performance-linked pay. The CEO's total compensation of $8,175,252 and the overall program structure do not raise red flags under the pay level or pay-for-performance alignment screens given the strong shareholder support, robust performance-linkage, double-trigger change-in-control provisions, and a Nasdaq-compliant clawback policy adopted in 2023.
Auditor
Grant Thornton LLP
Tenure
16 yrs
Audit Fees
$2,422,414
Non-Audit Fees
$0
Grant Thornton charged $2,422,414 in audit fees and zero in non-audit fees for 2025, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. Tenure of approximately 16 years (since December 2009) is below the 25-year trigger. No material financial restatements are disclosed, and Grant Thornton is a large national firm appropriate for a company of ADAM's size and complexity.
The 2026 Adamas Trust annual meeting ballot is straightforward: all seven director nominees pass the policy screens without triggering the TSR or governance flags, the Say on Pay program is well-structured with 87% variable compensation and 97% prior-year support, and the auditor ratification is clean with zero non-audit fees and a tenure well below the concern threshold. The only item outside standard policy coverage is the equity plan amendment, which requests additional shares at a modest dilution level with strong plan governance features.
17 companies disclosed in 2026 proxy filing
