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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

IMPAC MORTGAGE HOLDINGS, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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IMPAC MORTGAGE HOLDINGS, INC.
4000 MacArthur Blvd., Suite 6000
Newport Beach, California 92660

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 15, 2023
9:00 A.M. (Pacific Daylight Time)

To Our Stockholders:

You are cordially invited to attend, virtually via the Internet, the Annual Meeting of Stockholders of IMPAC MORTGAGE HOLDINGS, INC., a Maryland corporation (“IMH,” “we,” “our,” “us,” or the “Company”), to be held on June 15, 2023, at 9:00 a.m. (Pacific Daylight Time). This year’s annual meeting will be a virtual meeting via live audio webcast on the Internet (the “Annual Meeting” or the “Virtual Meeting”). You will be able to attend the Virtual Meeting, vote and submit your questions during the meeting by visiting: http://viewproxy.com/impaccompanies/2023/htype.asp. You will not be able to attend the Virtual Meeting physically.

The annual meeting of stockholders is being held for the following purposes:

To elect a Board of Directors to serve for the ensuing year;

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

To ratify an amendment to the Company’s Tax Benefits Preservation Rights Agreement (the “Rights Agreement”) which, among other things, extended the term of the Rights Agreement for three (3) years;

To ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023; and

To transact such other business as may properly come before the Virtual Meeting or any adjournments or postponements thereof.

Only holders of our common stock of record at the close of business on April 25, 2023 will be entitled to vote and participate at the Virtual Meeting via live audio webcast and any postponements, adjournments or continuations thereof. If you wish to attend the Virtual Meeting, you must register in advance at http://viewproxy.com/impaccompanies/2023/htype.asp by 11:59 pm, Pacific Daylight Time, on June 12, 2023.

Stockholders may virtually attend the Annual Meeting via live audio webcast by clicking the link provided in the email that will be sent to you after registering. The webcast provides our stockholders rights and opportunities equivalent to an in-person meeting of stockholders.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 15, 2023. The 2023 Proxy Statement and the Annual Report to Stockholders for the year ended December 31, 2022 are also available at http://www.viewproxy.com/impaccompanies/2023.

In accordance with the rules of the Securities and Exchange Commission, we are sending a Notice of Internet Availability of Proxy Materials to the holders of record and beneficial owners of our capital stock as of the close of business on the record date (April 25, 2023). The Notice of Internet Availability contains instructions on how to access our materials on the Internet, as well as instructions on obtaining a paper copy of the proxy materials.

You are cordially invited to attend the Virtual Meeting. However, if you do not expect to attend or if you plan to attend but desire the proxy holders to vote your shares, please promptly date and sign your proxy card and return it in the enclosed postage paid envelope or you may also instruct the voting of your shares over the Internet or by telephone by following the instructions on your proxy card. Voting by written proxy, over the Internet, or by telephone will not affect your right to vote at the Virtual Meeting in the event you find it convenient to attend.

				By order of the Board of Directors

	Dated: May 1, 2023			Joseph O. Joffrion, General Counsel

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IMPAC MORTGAGE HOLDINGS, INC.
4000 MacArthur Blvd., Suite 6000, Newport Beach, CA 92660
(949) 475-3600

PROXY STATEMENT

FOR ANNUAL STOCKHOLDERS MEETING TO BE HELD ON
JUNE 15, 2023 AT 9:00 A.M. (PACIFIC DAYLIGHT TIME)

This proxy statement is being furnished by Impac Mortgage Holdings, Inc., a Maryland corporation (“IMH,” “we,” “our,” “us,” or the “Company”), in connection with the annual meeting of stockholders to be held on June 15, 2023 at 9:00 a.m. (Pacific Daylight Time). This year’s annual meeting will be a virtual meeting via live audio webcast on the Internet (the “Virtual Meeting” or the “Annual Meeting”). We anticipate that the Notice of Internet Availability of Proxy Materials will be sent, and this proxy statement and the form of proxy relating to our Virtual Meeting will be made available, to our stockholders commencing on or about May 1, 2023.

The purpose of the Virtual Meeting is to seek stockholder approval of the following proposals: (1) electing a Board of Directors (the “Board” or “Board of Directors”) to serve for the ensuing year; (2) approving, on an advisory basis, the compensation of our named executive officers; (3) ratifying an amendment (the “Amendment”) to the Tax Benefits Preservation Rights Agreement (the “Rights Agreement”) to, among other things, extend the term of the Rights Agreement for three years; and (4) ratifying the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Notice of Internet Availability of Proxy Materials

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials over the Internet. We are sending a Notice of Internet Availability of Proxy Materials to our stockholders of record and our beneficial owners. All stockholders will have the option to access the proxy materials on the website referred to in the Notice of Internet Availability or to request a printed set of the proxy materials free of charge. The Notice of Internet Availability will provide you with instructions on how to access the proxy materials over the Internet or to request printed copies of the proxy materials and on how to vote on the proposals. Stockholders who previously requested a printed copy of our proxy materials will receive a printed version.

Solicitation of Proxies

Our Board of Directors is soliciting the enclosed proxy. We will bear the cost of this solicitation of proxies. Solicitations will be made by mail and over the Internet based on our Notice of Internet Availability of Proxy Materials. We may also solicit proxies personally or by telephone. We will reimburse banks, brokerage firms, other custodians, nominees and fiduciaries for reasonable expenses incurred in sending proxy materials to beneficial owners of our common stock.

Annual Report

Our annual report to stockholders for the year ended December 31, 2022 will be concurrently provided to each stockholder at the time we send this proxy statement and the enclosed proxy.

Stockholders may also request a free copy of our Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”) by writing to Corporate Secretary, Impac Mortgage Holdings, Inc., 4000 MacArthur Blvd., Suite 6000, Newport Beach, California 92660. Alternatively, stockholders may access our 2022 Form 10-K on our website located at www.impaccompanies.com. We will also furnish any exhibit to our 2022 Form 10-K if specifically requested.

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Registering to attend the Virtual Meeting

To register to attend the Virtual Meeting, please visit https://viewproxy.com/impaccompanies/2023/htype.asp. ALL REGISTRATIONS MUST BE RECEIVED BY 11:59 P.M. PACIFIC DAYLIGHT TIME, ON JUNE 12, 2023.

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If you own shares of the Company’s common stock registered in your name on the books of our transfer agent, as of the close of business on April 25, 2023, the record date for the Annual Meeting (the “Record Date”), please click “Registration for Registered Holders” and enter your name, address and phone number.

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If you hold shares of the Company’s common stock in an account at a broker, bank, trust or other nominee as of the close of business on the Record Date, please click “Registration for Beneficial Holders” and enter your name, phone number and email, and click submit. If you wish to vote electronically at the Virtual Meeting, please upload during registration or email a copy of your legal proxy that you have obtained from your bank or broker to virtualmeeting@viewproxy.com.

If you have already authorized a proxy or provided voting instructions by returning a signed proxy card, or by following the instructions provided by your bank, broker or other nominee, you do not need to register or attend the Virtual Meeting in order for your vote to be counted.

After you have registered for the Virtual Meeting, you will receive an email indicating that your registration has been confirmed along with the meeting password. You will need this password in order to virtually attend the Annual Meeting.

Voting Requirements & Procedures

Your vote is important. If you hold your shares as a record holder, your shares can be voted at the Virtual Meeting only if you are present at the Virtual Meeting or your shares are represented by a valid proxy. Even if you plan to attend the Virtual Meeting, we urge you to vote by proxy in advance. You may vote your shares when you view the proxy materials on the Internet following the instructions in the Notice of Internet Availability, or if you request a paper copy of the proxy materials as instructed on the Notice of Internet Availability, by using one of the following three methods:

(1)

you may vote by mail, by marking your proxy card, and then date, sign and return it in the postage-paid envelope provided;

(2)

you may direct your vote electronically by accessing the website located at www.AALVote.com/IMH and following the on-screen instructions; or

(3)

you may vote by calling the toll-free number listed on your proxy card.

Please have your Notice of Internet Availability or proxy card in hand when going online or calling. If you instruct the voting of your shares electronically or telephonically, you do not need to return your proxy card.

If you hold your shares beneficially in “street name” through a nominee (such as a bank or stock broker), then the proxy materials are being forwarded to you by the nominee and you may be able to vote by telephone, over the Internet as well as by mail based on the instructions you receive from your nominee. You should follow the instructions you receive from your nominee to vote these shares in accordance with the voting instructions you receive from your broker, bank or other nominee. If you are a stockholder who owns shares through a broker and you intend to vote at the Virtual Meeting, you must obtain a legal proxy from the bank, broker or other holder of record of your shares to be entitled to vote those shares virtually via the Internet at the Virtual Meeting.

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Quorum; Voting Rights

Holders of our common stock of record at the close of business on the Record Date (i.e., April 25, 2023) will be entitled to vote at the Virtual Meeting or any adjournment or postponement of the Virtual Meeting. There were 36,568,876 shares of common stock, $0.01 par value per share, outstanding as of the Record Date. Each share of our common stock is entitled to one vote and the presence, either virtually via the Internet or by proxy, of holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum for the Virtual Meeting. Abstentions and broker non-votes will be considered present and entitled to vote for the purpose of determining the presence of a quorum. Stockholders may not cumulate their votes.

Counting of Votes

If a proxy in the accompanying form is duly executed and returned, the shares represented by the proxy will be voted as directed. All properly executed proxies delivered pursuant to this solicitation, and not revoked, will be voted at the Virtual Meeting in accordance with the directions given. If you sign and return your proxy card without giving specific voting instructions, your shares will be voted as follows:

(1)

FOR the nominees to our Board of Directors;

(2)

FOR the approval, on an advisory basis, of the compensation of our named executive officers;

(3)

FOR the ratification of the Amendment to the Rights Agreement; and

(4)

FOR the ratification of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Representatives of our transfer agent will assist us in the tabulation of the votes.

Abstentions and Broker Non-Votes

An abstention is the voluntary act of not voting by a stockholder who is present at the Virtual Meeting and entitled to vote. A broker “non-vote” is a proxy submitted by a broker that does not indicate a vote for some or all of the proposals because the broker does not have discretionary voting authority on certain types of proposals that are non-routine matters and has not received instructions from its customer regarding how to vote on a particular proposal. Brokers that hold shares of common stock in “street name” for customers that are the beneficial owners of those shares may generally vote on routine matters. However, brokers generally do not have discretionary voting power (i.e., they cannot vote) on non-routine matters without specific instructions from their customers. Proposals are determined to be routine or non-routine matters based on the rules of the various regional and national exchanges of which the brokerage firm is a member.

Refer to each proposal for a discussion of the effect of abstentions and broker non-votes. Without instructions, brokers will not be able to vote on Proposals 1, 2 or 3.

Revocability of Proxy

Any proxy given may be revoked at any time prior to its exercise by notifying the Corporate Secretary of the Company in writing of such revocation, by duly executing and delivering another proxy bearing a later date (including an Internet or telephone vote), or by attending the Virtual Meeting and voting virtually via the Internet.

Interest of Executive Officers and Directors

None of the Company’s executive officers or directors has any interest in any of the matters to be acted upon at the Annual Meeting, except with respect to each director, to the extent that a director is named as a nominee for election to the Board.

Householding

“Householding” is a program, approved by the SEC, which allows companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports by delivering

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only one package of stockholder proxy materials to any household at which two or more stockholders reside. If you and other residents at your mailing address own shares of our common stock in “street name,” your broker or bank may have notified you that your household will receive only one copy of our proxy materials. Once you have received notice from your broker that they will be “householding” materials to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account. If you hold shares of our common stock in your own name as a holder of record, “householding” will not apply to your shares.

Postponement or Adjournment of Virtual Meeting

If a quorum is not present or represented, our bylaws permit the stockholders entitled to vote at the Virtual Meeting, either attending virtually via the Internet or represented by proxy, to adjourn the Virtual Meeting from time to time to a date not more than 120 days after the original record date without notice other than the announcement at the Virtual Meeting.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our directors are elected annually to serve until the next annual meeting of stockholders and thereafter until their successors are elected and qualify. Our charter and bylaws currently provide for a variable number of directors with a range between one and fifteen members. During 2022, the size of our Board was set at five directors. On February 5, 2023, Mr. Obi O. Nwokorie resigned from the Board, following which our Board approved a reduction in the number of Board members from five to four. Accordingly, the size of our Board is currently set at four directors. No proxy may vote for more than four nominees for director. Accordingly, a Board of four directors is to be elected at the Virtual Meeting, all of whom have been recommended for nomination by the members of the Governance and Nomination Committee of the Board.

Unless otherwise directed by stockholders within the limits set forth in our bylaws, the proxy holders will vote all shares represented by proxies held by them for the election of the maximum number of the following nominees:

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Katherine J. Blair,

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Frank P. Filipps,

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George A. Mangiaracina, and

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Joseph A. Piscina.

We have been advised that all of the nominees have indicated their availability and willingness to serve if elected. If elected, each such nominee will serve for a term expiring at our annual meeting of stockholders in 2024. You can find information about director nominees below under the section “Board of Directors and Executive Officers.”

In the event that any nominee becomes unavailable or unable to serve as a director, prior to the voting, the proxy holders will refrain from voting for the unavailable nominee, will vote for a substitute nominee in the exercise of their best judgment or the Board may determine to reduce the size of the Board.

Vote Required

You may vote in favor of any or all of the nominees or you may also withhold your vote as to any or all of the nominees. In order to elect a nominee, the affirmative vote of a plurality of all of the votes cast at the Virtual Meeting is necessary for the election of the nominee for director assuming a quorum is present. “Plurality” means that the nominees receiving the largest number of votes cast are elected as directors up to the maximum number of directors to be elected at the Virtual Meeting. If stockholders do not specify the manner in which their shares represented by a validly executed proxy solicited by the Board are to be voted on this proposal, such shares will be voted in favor of the nominees. If you hold your shares in “street name” and you do not instruct your broker how to vote in the election of directors, a broker non-vote will occur and no votes will be cast on your behalf. It is therefore critical that you cast your vote if you want it to count in the election of directors. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote although they will be considered present for the purpose of determining the presence of a quorum.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES.

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PROPOSAL NO. 2

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Section 14A of the Exchange Act enables our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. At our 2019 annual meeting, the stockholders approved, on an advisory, non-binding basis, a one-year frequency for the advisory vote on executive compensation. Accordingly, this proposal seeks stockholder approval of, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement. The next advisory vote on executive compensation will occur at the 2024 annual meeting of stockholders.

Our named executive officer compensation is designed to attract, motivate and retain our named executive officers, who are critical to our success. The Compensation Committee believes an effective compensation program is one that is designed to align the interests of executive officers with those of our stockholders by tying long-term incentive compensation to financial performance and ultimately to the creation of stockholder value. The Compensation Committee believes that it has taken a responsible approach to compensating our named executive officers.

Please read the “Executive Compensation” section of this proxy statement for additional details about our executive compensation.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”

The “say-on-pay” vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. Although the vote we are asking you to cast is non-binding, the Compensation Committee and the Board value the views of our stockholders and will consider the outcome of the vote when determining future compensation arrangements for our named executive officers.

Vote Required

The affirmative vote of a majority of all of the votes cast at the Virtual Meeting at which a quorum is present is required to approve this advisory proposal. If stockholders do not specify the manner in which their shares represented by a validly executed proxy solicited by the Board of Directors are to be voted on this proposal, such shares will be voted in favor of this proposal. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the vote outcome.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.

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PROPOSAL NO. 3

RATIFICATION OF AMENDMENT TO TAX BENEFITS PRESERVATION RIGHTS AGREEMENT TO EXTEND TERM FOR THREE YEARS AND ADJUST THE PURCHASE PRICE

Our Board is asking stockholders to ratify the Amendment of the Company’s Rights Agreement which provided for a three-year extension (to October 22, 2025) and a change to the exercise price of the rights as discussed herein. The Rights Agreement was originally entered into with American Stock Transfer & Trust Company, LLC on October 23, 2019, and approved by the Company’s stockholders at the Company’s 2020 annual stockholder meeting (the “Initial Rights Agreement”). Pursuant to the Initial Rights Agreement, the Board authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock held of record as of the close of business on November 5, 2019 (the “Rights Plan Record Date”). Each Right entitled the registered holder to purchase from the Company one one-thousandth of a share of the Company’s Series A-1 Participating Preferred Stock, par value $0.01 per share (the “Series A-1 Preferred Stock”), at an exercise price of $45.00 per one one-thousandth of a share of Series A-1 Preferred Stock (“Preferred Share”), subject to adjustment (the “Purchase Price”). The term of the Initial Rights Agreement was set to expire on October 22, 2022.

On August 26, 2022, the Company entered into a First Amendment (the “Amendment”) to the Initial Rights Agreement, which provides for (i) a three-year extension of the Initial Rights Agreement upon expiration of the initial three-year term and (ii) a reduction to the Purchase Price to $2.30 per one-one-thousandth of a Preferred Share (which Purchase Price was modified in light of the decreased trading price of the Company’s common stock since the adoption of the Initial Rights Agreement on October 23, 2019). The Initial Rights Agreement, as amended by the Amendment, is referred to herein as the “Rights Agreement.” If the Amendment is not approved by our stockholders, the Rights will expire and the Rights Agreement will terminate in accordance with its terms.

Background and Reasons for Proposal

At the end of our 2022 taxable year, we had estimated federal and California net operating loss (“NOL”) carryforwards of approximately $850.1 million and $624.8 million, respectively. We may not generate sufficient taxable income in future periods to be able to realize fully the tax benefits of our NOL carryforwards. Although, under existing tax rules, we are generally allowed to use those NOL carryforwards to offset taxable income in subsequent taxable years, our ability to use those NOL carryforwards to offset income may be severely limited to the extent that we experience an ownership change within the meaning of Section 382 of the Code. These provisions could also limit our ability to deduct certain losses (built-in losses) we recognize after an ownership change with respect to assets we own at the time of the ownership change.

The Rights Agreement is intended to preserve the value of certain deferred tax benefits, including those generated by net operating losses (collectively, the “Tax Benefits”). In general, we may “carry forward” net operating losses in certain circumstances to offset current and future taxable income, which will reduce federal and state income tax liability, subject to certain requirements and restrictions. The Rights Agreement also has certain ancillary anti-takeover effects.

The Company’s ability to use these Tax Benefits would be substantially limited and impaired if it were to experience an “ownership change” for purposes of Section 382 of the Code and the Treasury Regulations promulgated thereunder. Calculating whether an “ownership change” has occurred is subject to inherent uncertainty. This uncertainty results from the complexity and ambiguity of the Section 382 provisions, as well as limitations on the knowledge that any publicly traded company can have about the ownership of and transactions in its securities on a timely basis. The amount by which our ownership may change in the future is uncertain.

Generally, the Company will experience an “ownership change” if the percentage of the shares of common stock owned by one or more “five-percent shareholders” increases by more than 50 percentage points over the lowest percentage of shares of common stock owned by such stockholder at any time during the prior three years on a rolling basis. The Rights Agreement reduces the likelihood that changes in the Company’s investor base have the unintended effect of limiting the Company’s use of its Tax Benefits. As

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such, the Rights Agreement has a 4.99% “trigger” threshold that is intended to act as a deterrent to any person or entity seeking to acquire 4.99% or more of the outstanding common stock without the prior approval of the Board. This would protect the Tax Benefits because changes in ownership by a person owning less than 4.99% of the Company’s stock are not included in the calculation of “ownership change” for purposes of Section 382 of the Code.

Because the amount and timing of our future taxable income, if any, cannot be accurately predicted, we cannot estimate the exact amount of Tax Benefits that can ultimately be used to reduce our income tax liability. However, we believe the Tax Benefits are a valuable asset and that it is in our best interests to attempt to preserve their use by approving the Rights Agreement.

The Board believes it is in the best interests of the Company and its stockholders that the Company provide for the protection of the Tax Benefits by maintaining the Rights Agreement. The Board has established procedures to consider requests to exempt certain acquisitions of the Company’s securities from the Rights Agreement if the Board determines that doing so would not limit or impair the availability of the Tax Benefits or is otherwise in the best interests of the Company.

Description of the Rights Agreement

The description of the Rights Agreement contained in this Proposal 3 is qualified in its entirety by reference to the text of the Initial Rights Agreement and the Amendment which are attached to this proxy statement as Appendix A and Appendix B, respectively. You are urged to read carefully the Initial Rights Agreement and the Amendment in their entirety as the discussion herein is only a summary.

The Rights Agreement is intended to act as a deterrent to any person acquiring beneficial ownership of 4.99% or more of our outstanding common shares within the meaning of Section 382 and the Treasury Regulations promulgated thereunder without the approval of the Board. Stockholders who beneficially owned 4.99% or more of our outstanding common shares as of the close of business on the Rights Plan Record Date are not an “Acquiring Person” so long as they do not acquire any additional common shares at a time when they still beneficially own 4.99% or more of our common shares. In addition, the Board may, in its sole discretion, exempt any other person or group from being deemed an Acquiring Person for purposes of the Rights Agreement.

Amendment to Initial Rights Agreement. The Amendment to the Initial Rights Agreement extends the final expiration date of the Initial Rights Agreement from October 22, 2022 to October 22, 2025, unless otherwise extended or terminated earlier as provided below. In addition, the Amendment changes the Purchase Price payable upon exercise of the Rights from $45.00 per one one-thousandth of a Preferred Share to $2.30 per one one-thousandth of a Preferred Share, subject to adjustment. The Amendment provides that the Rights will no longer be exercisable and the Rights will expire if the Company’s stockholders do not approve the Amendment by the final adjournment of the 2023 Annual Meeting (or any adjournment or postponement thereof).

The Rights. On October 23, 2019, our Board authorized and declared a dividend distribution of one Right for each outstanding share of common stock of the Company to stockholders of record as of the close of business on the Rights Plan Record Date. Each Right (as amended by the Amendment) entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A-1 Preferred Stock at an exercise price of $2.30 per one one-thousandth of a Preferred Share, subject to adjustment. Such price is referred to as the “Purchase Price.” The description and terms of the Rights are set forth in the Rights Agreement.

Issuance and Transfer of Rights; Rights Certificates. Until the Distribution Date (as defined below):

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the Rights will be evidenced by and trade with the certificates for shares of common stock (or, with respect to any uncertificated shares of common stock registered in book entry form, by notation in book entry), and no separate rights certificates will be distributed;

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new common stock certificates issued after the Rights Plan Record Date will contain a legend incorporating the Rights Agreement by reference (for uncertificated shares of common stock registered in book entry form, this legend will be contained in a notation in book entry); and

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the surrender for transfer of any certificates for shares of common stock (or the surrender for transfer of any uncertificated common stock registered in book entry form) will also constitute the transfer of the Rights associated with such common stock.

Distribution Date; Acquiring Person; Separation of Rights. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from our common stock and become separately tradable and exercisable only upon the earlier of (i) ten business days (or such later day as the Board may determine) following a public announcement that a person or group of affiliated or associated persons, collectively referred to as an “Acquiring Person,” has acquired beneficial ownership of 4.99% or more of our outstanding common stock or (ii) ten business days (or such later day as our Board may determine) following the announcement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. The date on which the Rights separate from the common stock and become exercisable is referred to as the “Distribution Date.” As soon as practicable after the Distribution Date, we will mail Rights certificates to our stockholders as of the close of business on the Distribution Date and the Rights will become transferable apart from the common stock. Thereafter, such Rights certificates alone will represent the Rights.

The definition of “Acquiring Person” contained in the Rights Agreement contains several exemptions, including for (i) the Company or any subsidiary of the Company, (ii) any employee benefit plan of the Company or any subsidiary of the Company, or any person organized, appointed or established by the Company for or pursuant to the terms of any such plan, (iii) any person who becomes the beneficial owner of 4.99% or more of the shares of the common stock then outstanding as a result of a reduction in the number of shares of common stock by the Company or a stock dividend, stock split, reverse stock split or similar transaction, (iv) any person who becomes the beneficial owner of 4.99% or more of the shares of common stock of the Company then outstanding solely as a result of the initial grant or vesting of any options, warrants, rights or similar interest, (v) any Existing Holder (as defined below), (vi) any person who becomes the beneficial owner of 4.99% or more of the outstanding shares of common stock as a result of the acquisition of shares of common stock directly from the Company, as long as, prior to the acquisition of shares of common stock directly from the Company, the Company has been apprised in writing by such person of the number of shares of common stock beneficially owned by such person immediately prior to any such acquisition, and (vii) any person that the Board has affirmatively determined shall not be deemed an Acquiring Person.

The Rights Agreement also includes a procedure whereby the Board will consider requests (which it has in the past) to exempt certain acquisitions of common stock from the applicable ownership trigger if the Board determines that the requested acquisition will not adversely impact in any material respect the time period in which the Company could use the Tax Benefits or limit or impair the availability to the Company of the Tax Benefits, or is in the best interests of the Company despite the fact it may adversely impact in a material respect the time period in which the Company could use the Tax Benefits or limit or impair the availability of the Tax Benefits.

Rights Holders Have No Rights as a Stockholder Until a Right Is Exercised. Until a Right is exercised, the holder of such Right will have no rights as a stockholder of the Company (beyond those possessed as an existing stockholder), including, without limitation, the right to vote or to receive dividends with respect to the Right.

Existing Holders. The Rights Agreement provides that any person or entity who otherwise would be an Acquiring Person on the date the Rights Agreement was adopted, each referred to as an “Existing Holder,” will not be deemed to be an “Acquiring Person” for purposes of the Rights Agreement unless such Existing Holder increases its beneficial ownership over such Existing Holder’s lowest percentage of ownership of the common stock after the adoption of the Rights Agreement, subject to specified exceptions.

Preferred Shares Purchasable Upon Exercise of Right. After the Distribution Date, each Right will entitle the holder to purchase, for $2.30, known as the “Purchase Price,” one one-thousandth of a Preferred Share having economic and other terms similar to that of one share of common stock. This portion of a Preferred Share is intended to give the stockholder approximately the same dividend, voting and liquidation rights as would one share of common stock, and should approximate the value of one share of common stock. More specifically, each one one-thousandth of a Preferred Share, if issued, will:

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not be redeemable;

•

entitle holders to quarterly dividend payments of $0.00001 per share, or an amount equal to the dividend paid on one share of common stock, whichever is greater;

•

entitle holders upon liquidation either to receive $1.00 per share or an amount equal to the payment made on one share of common stock, whichever is greater;

•

have the same voting power as one share of common stock; and

•

entitle holders to a per share payment equal to the payment made on one share of common stock if the common stock is exchanged via merger, consolidation or similar transaction.

“Flip-in” Rights. At any time after a Distribution Date has occurred, each holder of a Right, other than the Acquiring Person, will thereafter have the right to receive, upon paying the Purchase Price and in lieu of a number of one one-thousandths of a Preferred Share, our common stock (or, in certain circumstances, cash or other of our securities) having a market value equal to two times the Purchase Price of the Right. For example, assuming a $0.80 market price for our common stock and the current Purchase Price of $2.30, after the Distribution Date each Right would entitle its holder to purchase 5.75 shares of our common stock (subject to adjustment for fractional shares) with a market value of $4.60 for an aggregate purchase price of $2.30. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by the Company, as further described below. Following the occurrence of an event set forth above, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void.

“Flip-over” Rights. In the event any person or group becomes an Acquiring Person and we merge into or engage in certain other business combinations with an Acquiring Person, or 50% or more of our consolidated assets or earning power are sold to an Acquiring Person, each holder of a Right (other than void Rights owned by an Acquiring Person) will thereafter have the right to receive, upon payment of the Purchase Price, common stock of the acquiring company that at the time of such transaction will have a market value equal to two times the Purchase Price of the Right.

Exchange of Rights. At any time after a person becomes an Acquiring Person, in lieu of allowing the “flip-in” to occur, our Board may exchange the Rights (other than void Rights owned by an Acquiring Person), in whole or in part, at an exchange ratio of one share of our common stock, (or, under certain circumstances, cash, property or other of our securities, including fractions of a share of preferred stock) per Right (subject to adjustment). Notwithstanding the foregoing, our Board may not conduct such an exchange at any time any person (other than with us or certain entities affiliated with us) together with such person’s affiliates or associates becomes the beneficial owner of 50% or more of our common stock.

Redemption of Rights. At any time prior to a Distribution Date, our Board may redeem the Rights in whole, but not in part, at a price of $0.001 per Right and on such terms and conditions as our Board may establish. Immediately upon the action of our Board ordering redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price. The redemption price will be adjusted if the Company undertakes a stock dividend or a stock split.

Expiration Date of the Rights. The Rights will expire on the earliest of:

•

11:59 P.M. (New York City time) on October 22, 2025, unless extended;

•

the time at which the Rights are redeemed or exchanged under the Rights Agreement by our Board;

•

the final adjournment of the 2023 Annual Meeting if our stockholders fail to approve the Amendment to the Initial Rights Agreement with a majority of the votes cast by holders of shares of common stock at the Annual Meeting;

•

the repeal of Section 382 or any successor statute, if our Board determines that the Rights Agreement is no longer necessary for the preservation of Tax Benefits;

•

the beginning of a taxable year with respect to which our Board determines that no Tax Benefits may be carried forward; or

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such time when our Board determines that a limitation on the use of Tax Benefits under Section 382 would no longer be material to us.

Anti-Dilution Provisions. The Board may adjust the Purchase Price, the number of shares of Series A-1 Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split or a reclassification of the Series A-1 Preferred Stock or common stock. With certain exceptions, no adjustments to the Purchase Price will be made until the cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares of Series A-1 Preferred Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the current market price of the Series A-1 Preferred Stock.

Tax Consequences. The Company believes that the distribution of Rights were not taxable for federal income tax purposes. However, following an event that renders the Rights exercisable or upon redemption of the Rights, stockholders may recognize taxable income.

Amendments. The terms of the Rights may be amended by a resolution of our Board without the consent of the holders of the Rights prior to the Distribution Date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights in order to (i) cure any ambiguities, (ii) shorten or lengthen any time period pursuant to the Rights Agreement or (iii) make changes that do not adversely affect the interests of holders of the Rights.

Terms of the Series A-1 Preferred Stock. 2,500,000 shares of Preferred Stock have been designated as Series A-1 Junior Participating Preferred Stock, as set forth in the Articles Supplementary, filed with the State Department of Assessments and Taxation of Maryland on September 4, 2013. A copy of the Articles Supplementary has been filed with the SEC as an exhibit to a Form 8-K dated September 4, 2013.

Certain Considerations Relating to the Rights Agreement

The Board believes that attempting to protect the Tax Benefits described above is in our and the stockholders’ best interests. Nonetheless, we cannot eliminate the possibility that an “ownership change” will occur even if the Rights Agreement is approved. You should consider the factors below when making your decision.

Future Use and Amount of the Tax Benefits is Uncertain. Our use of the Tax Benefits depends on our ability to generate taxable income in the future. We cannot assure you whether we will have taxable income in any applicable period or, if we do, whether such income or the Tax Benefits at such time will exceed any potential Section 382 limitation.

Potential Challenge to the Tax Benefits. The amount of the Tax Benefits has not been audited or otherwise validated by the Internal Revenue Service (the “IRS”). The IRS could challenge the amount of the Tax Benefits, which could result in an increase in our liability in the future for income taxes. In addition, determining whether an “ownership change” has occurred is subject to uncertainty, both because of the complexity and ambiguity of the Section 382 provisions and because of limitations on the knowledge that any publicly traded company can have about the ownership of, and transactions in, its securities on a timely basis. Therefore, we cannot assure you that the IRS or other taxing authority will not claim that we experienced an “ownership” change and attempt to reduce the benefit of the Tax Benefits even if the Rights Agreement is in place.

Continued Risk of Ownership Change. Although the Rights Agreement is intended to diminish the likelihood of an “ownership change,” we cannot assure you that it will be effective. The amount by which an ownership interest may change in the future could, for example, be affected by purchases and sales of shares by stockholders holding 5% or more of our outstanding common stock, over which we have no control, and new issuances of shares by us, should we choose to do so.

Potential Effects on Liquidity. The Rights Agreement is intended to deter persons or groups of persons from acquiring beneficial ownership of our common shares in excess of the specified limitations. A stockholder’s ability to dispose of our common shares may be limited if the Rights Agreement reduces the number of persons willing to acquire our common shares or the amount they are willing to acquire. A stockholder may become an Acquiring Person upon actions taken by persons related to, or affiliated with,

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them. Stockholders are advised to carefully monitor their ownership of our common shares and consult their own legal advisors and/or us to determine whether their ownership of the shares approaches the proscribed level.

Potential Impact on Value. The Rights Agreement could negatively impact the value of our common shares by deterring persons or groups of persons from acquiring our common shares, including in acquisitions for which some stockholders might receive a premium above market value.

Anti-Takeover Effect. The Board adopted the Rights Agreement to diminish the risk that our ability to use the Tax Benefits to reduce potential federal income tax obligations becomes limited. Nonetheless, the Rights Agreement may have an “anti-takeover effect” because it may deter a person or group of persons from acquiring beneficial ownership of 4.9% or more of our common shares or, in the case of a person or group of persons that already own 4.9% or more of our common shares, from acquiring any additional common shares. The Rights Agreement could discourage or prevent a merger, tender offer, proxy contest or accumulations of substantial blocks of shares.

Vote Required

You may vote in favor or against this proposal or you may abstain from voting. Ratification of the Amendment which extended the terms of the Rights Agreement for three years and reduced the Purchase Price will require the affirmative vote of a majority of the votes cast at the Virtual Meeting at which a quorum is present. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. If the Amendment is not approved, the Rights will expire and the Rights Agreement will terminate in accordance with its terms.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION
OF THE AMENDMENT TO THE RIGHTS AGREEMENT.

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PROPOSAL NO. 4

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has recommended the reappointment of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Baker Tilly became our auditors on November 1, 2020, replacing Squar Milner LLP, whose audit practice was combined with Baker Tilly on that date.

The stockholders are being requested to ratify the appointment of Baker Tilly at the Virtual Meeting. If the selection is not ratified, it is contemplated that the appointment of Baker Tilly for 2023 may be permitted to stand in view of the difficulty and the expense involved in changing independent auditors on short notice, unless the Audit Committee finds other compelling reasons for making a change. Even if the selection is ratified, the Audit Committee and the Board of Directors may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders. The Company anticipates that a representative of Baker Tilly will attend the Virtual Meeting. The representative will have an opportunity to make a statement and to respond to appropriate stockholder questions.

Vote Required

You may vote in favor of or against this proposal or you may abstain from voting. The affirmative vote of a majority of all votes cast at the Virtual Meeting at which a quorum is present is required to ratify the appointment of Baker Tilly as the Company’s independent registered public accounting firm.

Abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. Brokers and other nominees that do not receive instructions are generally entitled to vote on the ratification of the appointment of our independent registered public accounting firm.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO RATIFY
THE APPOINTMENT OF BAKER TILLY US, LLP.

Principal Accountant Fees and Services

During the year ended December 31, 2022, Baker Tilly served as our independent registered public accounting firm and provided certain tax and other services. The following table sets forth the aggregate fees billed to us by Baker Tilly for the years ended December 31, 2022 and 2021.

	For the Year Ended December 31
	2022			2021
Audit fees		$	588,600		$	642,600
Audit-related fees(1)			78,300			58,968
Tax fees(2)			6,228			5,054
Total		$	673,128		$	706,622

(1)

Audit-related fees include fees for an examination under section 1122 of Regulation AB for loan servicing, a separate examination of certain requirements of our master servicing policies and procedures, and registration and offering of securities.

(2)

Tax fees relate to tax planning and consultation services.

Pre-Approval Policies and Procedures for Audit and Non-Audit Services

The Audit Committee pre-approves all auditing services and permitted non-audit services, including the fees and terms thereof, to be performed by our independent registered public accounting firm, subject

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to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members of the Audit Committee when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. In pre-approving the services in 2022 and 2021 under audit related fees, tax fees or all other fees, the Audit Committee did not rely on the de minimis exception to the SEC pre-approval requirements.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of our Board is responsible for providing independent, objective oversight of our accounting functions and internal control over financial reporting. The Audit Committee is currently comprised of two directors. The Audit Committee operates under a written audit committee charter, which was amended and restated by the Board on February 21, 2023.

Management is responsible for our internal control over financial reporting and financial reporting process. Baker Tilley US LLP, or Baker Tilly, the independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements. The Audit Committee’s responsibility is to monitor and oversee these management processes and related independent audits.

In connection with these responsibilities, the Audit Committee met with management and Baker Tilly to review and discuss the December 31, 2022 financial statements. The Audit Committee also (i) discussed with Baker Tilly the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and the SEC, and (ii) received the written disclosures and the letter from Baker Tilly required by the applicable requirements of the PCAOB regarding Baker Tilly’s communications with the Audit Committee concerning its independence, and has discussed with Baker Tilly its independence from the Company.

Based on the Audit Committee’s discussions with management, review of Baker Tilly’s letter and discussions with Baker Tilly, the Audit Committee has recommended to the Board that the audited financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, 2022, for filing with the SEC.

	Audit Committee
	Frank P. Filipps Joseph A. Piscina

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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Information Concerning Director Nominees

The persons listed below have been nominated for election to the Company’s Board. Unless otherwise directed by stockholders within the limits set forth in the Company’s bylaws, the proxy holders will vote all shares represented by proxies held by them for the election of the maximum number of the following nominees:

NAME	AGE	POSITION
George A. Mangiaracina	58	Chief Executive Officer, Chairman of the Board
Frank P. Filipps	75	Director
Katherine J. Blair	53	Director
Joseph A. Piscina	63	Director

George A. Mangiaracina has served as Chief Executive Officer and Chairman of the Board of IMH since 2018. Mr. Mangiaracina joined IMH in 2015 to lead the capital raise activities, asset-liability management, strategic initiatives, and capital markets operations. Before joining IMH, Mr. Mangiaracina spent over two decades in the securities industry as a Managing Director at UBS and Deutsche Bank, with revenue and risk responsibility for proprietary trading, lending, and structured finance across an array of asset classes. Mr. Mangiaracina began his career within the financial services industry group at Arthur Andersen & Co. He earned his Bachelor of Science in Accounting and Finance from Fordham University’s College of Business Administration. IMH believes Mr. Mangiaracina has the financial and business experience, past senior executive positions, and operating experience within the real estate and financial sectors to give him the qualifications and necessary skills to serve as a director.

Katherine J. Blair was appointed to the Board in December 2019. She is currently a partner at Manatt, Phelps & Phillips, LLP in Los Angeles and has practiced law for over 25 years specializing in corporate, securities and transactional matters and advising executive officers, general counsel and directors on corporate governance, SEC reporting and compliance, public and private securities offerings, as well as mergers and acquisitions. Ms. Blair is also a member of the board of directors of Skechers U.S.A., Inc. (NYSE: SKX), which designs, develops and markets a diverse range of lifestyle footwear for men, women and children, as well as performance footwear for men and women. Ms. Blair currently serves as an officer of the Board of Governors of the USC Institute of Corporate Counsel and she previously served as the Chair of the Business Law Section of the Los Angeles County Bar Association and as an officer of the Corporations Committee of the Business Law Section of the California Lawyers Association. Ms. Blair holds an undergraduate degree from the University of California, San Diego and a J.D., cum laude from Pepperdine University School of Law. The Company believes that Ms. Blair’s experience working with and advising public companies, including corporate, governance and transactional matters, provides her with the qualifications and skills to serve as a director.

Frank P. Filipps has been a director of IMH since August 1995. From April 2005 to July 2008, Mr. Filipps was Chairman and Chief Executive Officer of Clayton Holdings, Inc., a mortgage services company. From June 1999 to April 2005, Mr. Filipps was Chairman and Chief Executive Officer of Radian Group, Inc. (NYSE: RDN) and its principal subsidiary, Radian Guaranty, Inc., which were formed through a merger of Amerin and Commonwealth Mortgage Assurance Company. Since February 2013, Mr. Filipps has served as a director of Orchid Island Capital (NYSE: ORC), a specialty finance company that invests in residential mortgage-backed securities, and since 2014, he has served as a director of Ready Capital Corporation (formerly, Sutherland Asset Management) (NYSE: RC). Mr. Filipps was previously, from September 2004 to December 2014, a director of Primus Guaranty, Ltd. (NYSE: PRS), a holding company primarily engaged in selling credit protection against investment grade credit obligations of corporate and sovereign entities, and, from December 2010 to December 2014, a director of Fortegra Financial Corp (NYSE: FRF), an insurance services company. Mr. Filipps received a B.A. in Economics in 1969 from Rutgers University and a Master’s degree in Corporate Finance and International Business in 1972 from New York University. The Company believes that Mr. Filipps’s financial and business expertise, including a diversified background of managing companies and his past senior executive positions and operating experience with real estate-related and mortgage services companies, give him the qualifications and skills to serve as a director.

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Joseph A. Piscina has been a director since September 2021. Mr. Piscina currently serves as Chief Operating Officer and partner of The Versant Group, whose funds focus on building and acquiring investment management businesses that are scalable through market cycles, a position he has held since May 2017. Mr. Piscina previously held positions with Ellington Management Company as Managing Director — Head of Special Situations from May 2014 to April 2017, Monday Capital Partners as Senior Partner from January 2013 to December 2013, and Five Mile Capital Partners as Partner — Portfolio Manager from June 2007 to December 2012. In addition, Mr. Piscina has worked for Paine Webber, Kidder Peabody and Drexel Burnham during his career. Mr. Piscina holds a J.D. from Villanova School of Law and a B.A from Columbia College. The Company believes that Mr. Piscina’s financial and business experience, including his past senior management positions and operating experience, gives him the qualifications and skills to serve as a director.

Executive Officers The following table provides certain information regarding our executive officers who are not currently (and are not nominated to serve as) directors of the Company:

NAME	AGE	POSITION
Tiffany M. Entsminger	40	Chief Operating Officer
Joseph O. Joffrion	54	Senior Vice President, General Counsel
Justin R. Moisio	41	Chief Administrative Officer, Corporate Secretary

Information about George A. Mangiaracina, our Chief Executive Officer, is set forth above under “Information Concerning Director Nominees.”

Tiffany M. Entsminger was appointed Chief Operating Officer (“COO”) of the Company on November 5, 2020. Ms. Entsminger previously served as the Company’s Chief Risk Officer and Head of Operations from 2019 until prior to her appointment as COO, and has held previous roles with the Company since 2018. Ms. Entsminger has more than 20 years of experience in financial services, specializing in operational and credit risk. She previously held a number of operations and risk management leadership roles, including SVP, Direct Operations for loanDepot.com, LLC. During her time with the national lender, from 2014 to 2018, she oversaw underwriting, closing and funding, quality control, and collateral valuations. Prior to that, Ms. Entsminger held a risk management position with Nationstar Mortgage. In addition to her mortgage expertise, Ms. Entsminger is a licensed attorney.

Joseph O. Joffrion was appointed Senior Vice President and General Counsel of the Company on September 28, 2020. Prior to joining Impac, Mr. Joffrion spent the previous 22 years as in-house counsel to several companies. From 2007 to 2019, Mr. Joffrion served in various roles within Auction.com, LLC, a distressed residential and commercial real estate auction company. Such roles included Associate General Counsel, EVP — Strategic Development and Chief Legal Officer. From 2006 to 2007, Mr. Joffrion was EVP & Chief Legal Officer at NRP Holdings, Inc., a land acquisition and disposition company. Prior to that, from 1997 to 2006, Mr. Joffrion served as General Counsel for St. John Knits International, Inc., a designer, manufacturer and retailer of women’s apparel and accessories. Mr. Joffrion holds a Juris Doctorate from Western State College of Law and earned a Bachelor of Science in Mechanical Engineering from Washington University in St. Louis, MO.

Justin R. Moisio was appointed Chief Administrative Officer of the Company on August 1, 2019 and Corporate Secretary on July 29, 2020. Mr. Moisio has more than 17 years of experience in the publicly traded financial services sector. Since 2004, Mr. Moisio has held numerous leadership positions within Impac Mortgage Holdings, Inc., including investor relations, correspondent and consumer direct lending, public relations, marketing, project management and business development. In addition, Mr. Moisio served as President of the National Investor Relations Institute of Orange County, from 2012 – 2014. Mr. Moisio earned his Bachelor of Arts in Political Science and History from Miami University.

Key Employee

Mr. Jon Gloeckner, Senior Vice President Treasury and Financial Reporting, 45, has been with the Company since 2004, serving in a variety of capacities, including treasury, financial reporting, accounting, and warehousing. Since April 1, 2021, Mr. Gloeckner has been performing the duties of principal financial

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officer and principal accounting officer until a permanent replacement for Chief Financial Officer is found. Gloeckner earned his M.B.A in Finance and B.S. in Business Administration, Finance both from California State University, Hayward.

Family Relationships

There are no family relationships between any of the directors or executive officers of IMH.

Corporate Governance and Board Matters

Vacancies

All directors are elected at each annual meeting of stockholders for a term of one year and hold office until their successors are elected and qualify. Any vacancy on the Board for any cause, other than an increase in the number of directors, may be filled by a majority vote of the remaining directors, although such majority is less than a quorum. Replacements for vacancies occurring among the unaffiliated directors will be elected by a majority vote of the remaining directors, including a majority of the unaffiliated directors. Any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board.

Board Member Independence

We are listed on the NYSE American and accordingly, we have applied the listing standards of the NYSE American in determining the “independence” of the members of our Board. Based on the listing standards of the NYSE American and after reviewing the relationships with members of our Board, our Board has determined, with the assistance of the Governance and Nomination Committee, that Frank P. Filipps, Katherine J. Blair, and Joseph A. Piscina qualify as independent directors. The Governance and Nomination Committee reviews with the Board at least annually the qualifications of new and existing Board members, considering the level of independence of individual members, together with such other factors as the Board may deem appropriate, including overall skills and experience. The Governance and Nomination Committee also evaluates the composition of the Board as a whole and each of its committees to ensure the Company’s on-going compliance with the independence standards of the NYSE American.

Attendance at Board and Committee Meetings

Our Board met 17 times during 2022. During the period for which a person served as a director, each director attended at least 75% of the aggregate of the total number of meetings held by the Board and the total number of meetings held by those committees of the Board on which such director served.

We encourage all directors to virtually attend the Annual Meeting of stockholders. In 2022, all of our directors attended the virtual annual meeting of stockholders.

Committees and Corporate Governance

The current standing committees of our Board of Directors are the Audit Committee, the Compensation Committee, and the Governance and Nomination Committee. Each of these committees has a written charter approved by our Board. The members of the committees and a description of the principal responsibilities of each committee are described below.

Our Board has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines include items such as criteria for director qualifications, director responsibilities, committees of the Board, director access to officers and employees, director compensation, evaluation of the CEO, annual performance evaluation and management succession. The Board has chosen not to impose term limits or mandatory retirement age with regard to service on the Board in the belief that continuity of service and the past contributions of the Board members who have developed an in-depth understanding of the Company and its business over time bring a seasoned approach to IMH’s governance. Each director is to act on a good faith basis and informed business judgment in a manner such director reasonably believes to be in the best interest of the Company.

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A copy of each committee charter and our Corporate Governance Guidelines can be found on our website at www.impaccompanies.com by clicking “Investor — Corporate Governance — Governance Documents,” and is available in print upon request to the Corporate Secretary of Impac Mortgage Holdings, Inc., 4000 MacArthur Blvd., Suite 6000, Newport Beach, California 92660.

The Audit Committee

The Audit Committee of the Board consists of two directors, who are independent pursuant to the Director Independence Standards of the NYSE American and other SEC rules and regulations applicable to audit committees. The following directors are currently members of the Audit Committee: Frank P. Filipps, who serves as the chairman, and Joseph A. Piscina. The Board has determined that Frank P. Filipps (Chairman) and Joseph A. Piscina each qualify as an audit committee financial expert, as such term is defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act. During 2022, the Audit Committee held five meetings.

The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibility relating to: (i) the integrity of the Company’s financial statements and financial reporting process and its system of internal accounting and financial controls, (ii) the performance of the independent auditors, which would include an evaluation of the independent auditor’s qualifications and independence, (iii) the Company’s compliance with legal and regulatory requirements, including disclosure controls and procedures, and (iv) the preparation of an Audit Committee report to be included in the Company’s annual proxy statement. The Audit Committee is authorized to retain independent legal, accounting or other advisors.

The Compensation Committee

The Compensation Committee is responsible for (1) reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s CEO, evaluating the CEO’s performance in light of those goals and objectives and determining and approving the CEO’s compensation level, (2) recommending to our Board of Directors the cash and non-cash compensation of our executive officers as defined in the rules promulgated under Section 16 of the Exchange Act, (3) evaluating the performance of our executive officers, (4) recommending to our Board of Directors the cash and non-cash compensation policies for our non-employee directors, (5) making recommendations to our Board of Directors with respect to incentive compensation and equity-based plans that are subject to Board approval, (6) recommending to the Board of Directors on whether the compensation discussion and analysis should be included in the proxy or Form 10-K, and (7) assisting our Board of Directors in evaluating potential candidates for executive officer positions with the Company. The Compensation Committee may consult with the CEO in determining the executive compensation for any executive officer other than the CEO. The Compensation Committee is authorized to retain or to obtain the advice of independent counsel or other advisors. The Compensation Committee consists of Katherine J. Blair (Chairman) and Frank P. Filipps. The Compensation Committee held two meetings during 2022.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee were officers or employees of the Company during 2022 nor did they have any relationship with us requiring disclosure under Item 404 of Regulation S-K. None of our current executive officers served as a member of the board of directors or the compensation committee of any other entity that has or has had one or more executive officers serving as a member of our Board or Compensation Committee.

The Governance and Nomination Committee

The Governance and Nomination Committee assists the Board in (1) identifying qualified individuals to become members of the Board of Directors, (2) determining the composition of the Board and its committees, (3) selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders, (4) monitoring a process to assess board, committee and management effectiveness, (5) aiding and monitoring management succession planning and (6) developing, recommending to the Board, implementing and monitoring policies and processes related to our corporate governance. The Governance and Nomination Committee has the authority to retain any search firm engaged to assist

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in identifying director candidates, and to retain outside counsel and any other advisors. The Governance and Nomination Committee consists of Joseph A. Piscina (Chairman) and Katherine J. Blair. The Governance and Nomination Committee held one meeting during 2022.

Board Leadership Structure and Role in Risk Oversight

The Board does not have a policy regarding the separation of the roles of CEO and Chairman of the Board as the Board of Directors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Historically, the Board has determined that having the Company’s CEO serve as Chairman is in the best interest of the Company’s stockholders at this time. This structure has made the best use of the CEO’s extensive knowledge of the Company and its industry, as well as fostering greater communication between the Company’s management and the Board.

Frank P. Filipps serves as the Company’s Lead Independent Director. The Lead Independent Director advises the Chairman of the Board or otherwise undertakes the following:

(a)

assesses the quality, quantity and timeliness of the flow of information from management as necessary for the independent directors to perform their duties effectively and responsibly, including requesting that certain material be included in materials prepared for the Board by management; and

(b)

moderates executive sessions of the Board’s independent directors and acts as a liaison between the independent directors and the Chairman of the Board and/or CEO on appropriate issues.

Cyber security incidents compromising non-public personal financial information may produce material adverse effects to the Company’s business, including but not limited to, reputational harm, loss of intellectual property, disruption of key business operations, governmental fines/penalties, and litigation/remediation costs. Under the direction of its Chief Information Security Officer (“CISO”) or designated individual, the Company maintains a formal information security management program to address cyber security risks. The program leverages industry frameworks and standards with the goal of ensuring appropriate controls are established and are frequently assessed for adequacy. Major components of the program include safeguarding customer information, third party vendor oversight and incident response.

The Board receives reports and briefings from the CISO or designated individual, via its Chief Technology Officer (“CTO”) relating to a full range of cyber security issues, the Company’s risk posture to protect against cyber security threats, and policies that are intended to adequately implement the program. The CTO and CISO or designated individual periodically keep the Board abreast of efforts relating to compliance, risk assessments, results of audits, examinations, penetration and vulnerability testing, security breaches or violations and recommended changes to the Company’s information security program. The Company has also increased its cyber security insurance policy coverage three-fold in an attempt to adequately protect the Company from exposure in the event of a cyber security breach.

The Director Nomination Process

The Governance and Nomination Committee considers nominees from all sources, including stockholders. The Governance and Nomination Committee has the authority to lead the search for individuals qualified to become members of the Company’s Board of Directors and to select or recommend to the Board director nominees to be presented for stockholder approval. The Governance and Nomination Committee may use its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm.

The Board will consist of a majority of directors who (i) qualify as “independent” directors within the meaning of the listing standards of the NYSE American, as the same may be amended from time to time; (ii) meet the applicable requirements to be “unaffiliated” as defined in the Company’s bylaws, as may be amended from time to time; and (iii) are affirmatively determined by the Board to have no material relationship with the Company, its parents or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company, its parents or its subsidiaries). The Governance and Nomination Committee reviews with the Board at least annually the qualifications of new and existing

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Board members, considering the level of independence of individual members, together with such other factors as the Board may deem appropriate, including overall skills and experience. Our Board has determined not to establish term limits with regard to service on the Board in the belief that continuity of service and the past contributions of Board members who have developed an in-depth understanding of the Company and its business over time bring a seasoned approach to the Company’s governance. The Governance and Nomination Committee will select individuals who have high personal and professional integrity, have demonstrated ability and sound judgment, and are effective, in conjunction with other director nominees, in collectively serving the long-term interests of our stockholders, together with such other factors as the Board may deem appropriate, including overall skills and experience.

Although the Company does not have a policy regarding diversity, the value of diversity on the Board of Directors is considered and the particular or unique needs of the Company shall be taken into account at the time a nominee is being considered. The Governance and Nomination Committee seeks a broad range of perspectives and considers both the personal characteristics (gender, ethnicity, age) and experience (industry, professional, public service) of directors and prospective nominees to the Board. The Governance and Nomination Committee will recommend to the Board nominees as appropriate based on these principles.

Director Nominees by Stockholders. Director nominees provided by stockholders to the Governance and Nomination Committee are evaluated by the same criteria used to evaluate potential nominees from other sources. When making a recommendation for a Board nominee to be evaluated by the Governance and Nomination Committee, stockholders should include all information about the candidate that is required to be disclosed in a solicitation of proxies for election of directors pursuant to Regulation 14A under the Exchange Act. The written recommendation should be sent to the Corporate Secretary of the Company accompanied by the candidate’s written consent to be named in a proxy statement as a nominee, if recommended by the Governance and Nomination Committee and nominated by the Board, and to serve as a director if appointed or elected. Additional information about the candidate may be requested by the Governance and Nomination Committee from time to time, either from the recommended person or from the recommending stockholder.

Submission for Consideration at Annual Meeting. The Company’s bylaws provide that stockholders may nominate directors for consideration at an annual meeting provided they comply with the notice procedures set forth in the bylaws, which are further described in this proxy statement under “Stockholder Proposals — Proposals to be Submitted for Annual Meeting” and “Mailing Instructions.” The stockholder nominating a director must be a stockholder of record at the time of giving the notice and entitled to vote at the meeting. If the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by us at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s nomination will be deemed timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to our Corporate Secretary not later than the close of business on the 10th day following the day on which public announcement is first made by us. Any notice shall include the information regarding the stockholder making the nomination and the nominee as required by the Company’s bylaws. Nominations made by stockholders in this manner are eligible to be presented by the stockholder at the meeting, but such nominees will not have been considered by the Governance and Nomination Committee as a nominee to be potentially supported by the Company.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics. This code of ethics applies to our directors, executive officers and employees. This code of ethics is publicly available in the corporate governance section of the stockholder relations page of our website located at www.impaccompanies.com and in print upon request to the Corporate Secretary at Impac Mortgage Holdings, Inc., 4000 MacArthur Blvd., Suite 6000, Newport Beach, California, 92660. If we make amendments to the code of ethics or grant any waiver that the SEC requires us to disclose, we will disclose the nature of such amendment or waiver on our website.

Policy Prohibiting Hedging and Limiting Pledging of Company Stock

Our Board of Directors has adopted an “Insider Trading Policy” governing transactions in the Company’s equity securities by the Company’s executive officers, directors, employees, and the family

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members of, and entities controlled by, each of the foregoing persons (collectively, the “subject persons”). In addition to the policy’s general prohibitions on insider trading in violation of applicable federal law, the policy contains a more specific set of restrictions which apply to the subject persons due to their positions with the Company or their access to material non-public information regarding the Company. Under this policy, our subject persons are prohibited from engaging in specified types of transactions involving the Company’s equity securities, including (i) holding securities of the Company in a margin account or otherwise pledging the Company’s securities as collateral for a loan, (ii) short-selling. (iii) buying or selling options (including the trading of puts, calls or other market derivatives) and (iv) engaging in hedging or other forms of monetization transactions, such as equity swaps, collars, exchange funds and prepaid variable forward contracts, which would allow the subject person to continue to own the affected securities of the Company, but without the full risks and rewards of outright ownership. The policy also requires the subject persons to advise the Company’s Chief Trading Officer before effecting any transaction in the Company’s securities. Pre-planned stock trading programs that otherwise satisfy the requirements of Securities and Exchange Commission Rule 10b5-1 and the terms of our policy, however, are generally permitted.

Stockholder Communication with Our Board of Directors

Stockholders who wish to contact any of our directors either individually or as a group may do so by writing them c/o Corporate Secretary, Impac Mortgage Holdings, Inc., 4000 MacArthur Blvd., Suite 6000, Newport Beach, California 92660, by telephone at (949) 475-3600 or by email to generalcounselDG@impacmail.com, specifying whether the communication is directed to the entire Board or to a particular director. Stockholder letters are screened, which includes filtering out improper or irrelevant topics.

Compensation of Board Members

The compensation of the Company’s non-employee directors is described below.

Board Fees. Non-employee directors receive an annual retainer fee in the amount of $75,000. In addition, non-employee directors receive $35,000 for each Board committee in which such director is chairperson, and $10,000 for each Board committee for which such director is a member.

Equity Awards. Non-employee directors may also receive an equity award of options to purchase shares of the Company’s common stock (the “Director Stock Options”), or instead, at the election of the individual director, a number of restricted stock units (which may be taken as deferred stock units, as described below) equal in value to the number of Director Stock Options (based on the binomial value of the Director Stock Options) not taken by such director. Director Stock Options and any substitute restricted units typically vest in three equal annual installments beginning on the first anniversary of the date of grant. No equity awards were granted to the non-employee directors in 2022.

Deferred Stock Unit Awards. The Company also permits grants of deferred stock units (“DSUs”) to non-employee directors. Each DSU grant vests in substantially equal annual installments over three years, commencing with the first anniversary of the date of grant, subject to the director’s continued service on the Board. Upon vesting, the DSUs continue to be held in the director’s stock account until payment becomes due after termination of service on the Board. When a director ceases to be a member of the Board, all DSUs that remain unvested terminate and are forfeited. Dividends and other distributions on DSUs are credited to the director’s stock account as if such DSUs were actual shares of common stock issued and outstanding. No interest is credited on stock amounts. Dividends and distributions are converted, based on fair market value of the common stock, into DSUs and credited to the director’s stock account. The Board, in its sole discretion, may waive vesting and forfeiture of DSUs. In the event of a change in control, all outstanding DSUs are fully vested. Directors receive a distribution of stock within 30 days after the date the director no longer serves on the Board. The distribution will consist of one share of common stock for each DSU. Any shares of common stock issued as DSUs are issued under the Company’s equity incentive plans.

Special Services. From time to time, the Company’s non-employee directors may be asked to engage in special director services, whether or not a committee of the Board has been formed for such purpose. Such services have included and may include strategic reviews, strategic transaction oversight, independent major litigation oversight and like matters involving substantially greater commitments of time from the relevant

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directors. In such circumstances, the directors engaged in such efforts may receive additional fees for the duration of such service. Fees related to a special committee may be paid whether or not the matter concludes in a transaction or other specific result and may be adjusted upward or downward based on the amount of work required and any other criteria the committee and Board deem appropriate.

Set forth below is the compensation earned by our non-employee directors during 2022. Mr. Mangiaracina receives no compensation in his capacity as a director.

Director Compensation For 2022

Name(1)	Fees Earned or Paid in Cash ($)			Stock Awards ($)(2)		Option Awards ($)(2)		Total ($)
Katherine J. Blair		$	120,000		—		—		$	120,000
Frank P. Filipps		$	120,000		—		—		$	120,000
Stewart B. Koenigsberg(3)		$	60,000		—		—		$	60,000
Joseph A. Piscina		$	97,500		—		—		$	97,500

(1)

Obi O. Nwokorie served on the Board of Directors until his resignation as a director, effective February 5, 2023. Mr. Nwokorie was previously an executive officer of the Company and did not receive any additional compensation for services provided to the Company as a director in 2022.

(2)

The table below sets forth the number of option and stock awards held by each director who served on the Board during 2022 as of December 31, 2022.

(3)

Mr. Koenigsberg served on the Board until the 2022 annual meeting of stockholders, and did not stand for reelection at the 2022 annual meeting.

Name	Option Awards: Number of Securities Underlying Options (#)		Stock Awards: Number of Securities Underlying Stock Awards (#)
Katherine J. Blair		—		18,333
Frank P. Filipps		27,500		74,500
Stewart B. Koenigsberg		—		—
Joseph A. Piscina		—		—

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents compensation earned by our named executive officers for the years set forth below (the “Named Executive Officers”).

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)		Stock Awards($)(2)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(3)		Total ($)
George A. Mangiaracina Chief Executive Officer and Chairman		2022		750,000		750,000		—		—		—		10,675		1,510,675
George A. Mangiaracina Chief Executive Officer and Chairman		2021		750,000		750,000		332,803		—		—		9,975		1,842,778
Tiffany M. Entsminger Chief Operating Officer		2022		400,000		200,000(4)		—		—		—		9,837		609,837
Tiffany M. Entsminger Chief Operating Officer		2021		400,000		275,000(4)		51,110		15,223		—		9,975		751,308
Justin R. Moisio Chief Administrative Officer		2022		388,333		200,000(5)		—		—		—		10,675		599,008
Justin R. Moisio Chief Administrative Officer		2021		360,000		250,000(5)		46,356		13,808		—		9,975		680,139

(1)

Salary is based on employment arrangements for each Named Executive Officer.

(2)

The amounts disclosed reflect the full grant date fair values of the grants in accordance with FASB ASC Topic 718. For assumptions used in calculation of the option awards, see “Note 14 — Share Based Payments and Employee Benefit Plans” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

(3)

All other compensation for each of the named executive officers includes matching contributions under the Company’s 401(k) plan.

(4)

Ms. Entsminger received 75% of her discretionary annual bonus amount for 2022 on January 20, 2023, and the remaining 25% is to be paid on February 7, 2024, subject to Ms. Entsminger still being employed as of such date. Such deferred amount would also be payable if the Company terminated Ms. Entsminger’s employment without cause prior to February 7, 2024. Ms. Entsminger received 75% of her discretionary annual bonus amount for 2021 on March 7, 2022, and the remaining 25% was paid on February 22, 2023

(5)

Mr. Moisio received 75% of his discretionary annual bonus amount for 2022 on January 20, 2023, and the remaining 25% is to be paid on February 7, 2024, subject to Mr. Moisio still being employed as of such date. Such deferred amount would also be payable if the Company terminated Mr. Moisio’s employment without cause prior to February 7, 2024. Mr. Moisio received 75% of his discretionary annual bonus amount for 2021 on March 7, 2022, and the remaining 25% was paid on February 22, 2023.

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2022

The following table provides information with respect to equity awards held by the Named Executive Officers as of December 31, 2022.

	OPTION AWARDS								STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable(1)		Option Exercise Price ($)		Option Expiration Date		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(1)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
George A. Mangiaracina		35,000		—		10.00		2/25/2025		46,799		$	7,956
		25,000		—		20.50		7/21/2025		67,437		$	11,464
		25,000		—		17.40		7/19/2026
		24,000		—		13.72		8/30/2027
		200,000		—		3.75		2/26/2029
Tiffany M. Entsminger		10,000		—		9.85		7/17/2028		2,340		$	398
		10,000		—		3.59		2/21/2029		10,356		$	1,761
		2,589		5,178		3.29		2/17/2031
Justin R. Moisio		1,000		—		10.65		7/23/2023		2,340		$	398
		1,666		—		5.39		7/22/2024		9,393		$	1,597
		5,000		—		20.5		7/21/2025
		4,000		—		17.4		7/19/2026
		4,000		—		13.72		8/30/2027
		10,000		—		3.59		2/21/2029
		2,349		4,696		3.29		2/21/2031

(1)

The options reported above that are not yet exercisable and restricted stock unit awards that have not yet vested are scheduled to become exercisable and vest as set forth below:

The unexercisable option award granted to Ms. Entsminger for 5,178 nonqualified stock options vests one-half per year for two years beginning on February 17, 2023. The unexercisable option award granted to Mr. Moisio for 4,696 nonqualified stock options vests one-half per year for two years, beginning on February 17, 2023.

The unvested stock award granted to Mr. Mangiaracina for 46,799 restricted stock units vests in full on February 12, 2023. The unvested stock award granted to Mr. Mangiaracina for 67,437 restricted stock units vests one-half per year for two years beginning on February 17, 2023. The unvested stock award granted to Ms. Entsminger for 2,340 restricted stock units vests in full on February 12, 2023, and the unvested stock award granted to Ms. Entsminger for 10,356 restricted stock units vests one-half per year for two years beginning on February 17, 2023. The unvested stock award granted to Mr. Moisio for 2,340 restricted stock units vests in full on February 12, 2023, and the unvested stock award granted to Mr. Moisio for 9,393 restricted stock units vests one-half per year for two years beginning on February 17, 2023.

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PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship actually paid to our Principal Executive Officer (PEO), Mr. Mangiaracina, and other Named Executive Officers (non-PEO NEOs) and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

Year	Summary Compensation Table Total for PEO			Compensation Actually Paid to PEO(1)			Average Summary Compensation Table Total for non-PEO NEOs(1)(2)			Average Compensation Actually Paid to non-PEO NEOs(2)			Value of Initial Fixed $100 Total Shareholder Return(3)			Net Income(4)
(a)	(b)			(c)			(d)			(e)			(f)			(g)
2022		$	1,510,675		$	1,228,364		$	604,423		$	576,628		$	5.59		$	(39,432,000)
2021		$	1,842,778		$	1,228,479		$	715,724		$	671,861		$	36.51		$	(3,878,000)

(1)

The amounts shown in the tables below were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO NEOs. The fair value of stock awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.

(2)

The non-PEO Named Executive Officers reflected in columns (d) and (e) include the following individuals: Tiffany M. Entsminger (2021 – 2022); and Justin R. Moisio (2021 – 2022).

(3)

Represents the value of a $100 investment made on December 31, 2020 at the end of each fiscal year.

(4)

As reported in the Company’s 10-K report for the respective fiscal year.

PEO SCT Total to CAP Reconciliation

Year	2021			2022
SCT Total		$	1,842,778		$	1,510,675
- Total fair value of all equity awards granted in fiscal year(1)(2)		$	(332,803)		$	(0)
+ Fair value at fiscal year-end of equity awards granted in fiscal year(2)		$	112,283		$	0
+ Year-over-year change in fair value of unvested equity awards		$	(434,435)		$	(245,235)
+ Difference between fair value on vesting date and fair value at prior fiscal year-end		$	40,656		$	(37,075)
Total Compensation Actually Paid		$	1,228,479		$	1,228,364

(1)

Represents fair value of “full value” awards and stock options as reported in the SCT.

(2)

No equity awards were granted in 2022.

Non-PEO NEO Average SCT Total to Average CAP Reconciliation

Year	2021			2022
Average SCT Total		$	715,724		$	604,423
- Total fair value of all equity awards granted in fiscal year(1)(2)		$	(63,249)		$	(0)
+ Fair value at fiscal year-end of equity awards granted in fiscal year(2)		$	19,984		$	0
+ Year-over-year change in fair value of unvested equity awards		$	(4,221)		$	(24,805)
+ Difference between fair value on vesting date and fair value at prior fiscal year-end		$	3,623		$	(2,989)
Average Total Compensation Actually Paid		$	671,861		$	576,628

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(1)

Represents fair value of “full value” awards and stock options as reported in the SCT.

(2)

No equity awards were granted in 2022.

CHART OF CAP VERSUS 3-YEAR TSR

The chart below illustrates the relationship between the PEO and other NEOs’ CAP amounts and the cumulative total shareholder return on the Company’s common stock. The TSR trend line represents value of a $100 investment made on December 31, 2020.

CHART OF CAP VERSUS NET INCOME

The chart below illustrates the relationship between the PEO and other NEOs’ CAP amounts and the Company’s Net Income during the period 2021 – 2022.

[MISSING IMAGE: bc_actuallypaidnetincome-4c.jpg]

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Employment Arrangements

George A. Mangiaracina, Chief Executive Officer

On March 14, 2018, Mr. Mangiaracina and the Company executed an employment agreement, which had a term effective as of January 1, 2018 and ending on December 31, 2019. For the years 2020-2022, the Company and Mr. Mangiaracina continued to materially operate under the terms of such employment agreement. The following summarizes the terms of Mr. Mangiaracina’s employment agreement.

Base Salary, Annual Bonus and Other Compensation. Pursuant to such agreement, for 2022, Mr. Mangiaracina was entitled to receive a base annual salary of $750,000, a fixed bonus payment of $750,000 on December 1, 2022 (“Executive Bonus”) and an annual discretionary bonus at the sole discretion of the Board of Directors. $625,000 of the Executive Bonus was paid on January 20, 2023 by mutual agreement of the Company and Mr. Mangiaracina to align with the time when other executives and employees of the Company received their annual bonuses. The balance of the Executive Bonus, in the amount of $125,000, will be paid in equal $25,000 monthly installments, with the final installment paid in June 2023.

For 2023, Mr. Mangiaracina’s compensation has been adjusted as follows at Mr. Mangiaracina’s initiation and as approved by the Compensation Committee: (i) a voluntary reduction to his base salary from $750,000 to $400,000 effective July 1, 2023 and (ii) a voluntary waiver of his fixed 2023 Executive Bonus of $750,000 otherwise due December 1, 2023, while remaining eligible for a discretionary bonus. The Company and Mr. Mangiaracina will continue to materially operate under the terms of the employment agreement in all other material respects. To receive an annual discretionary bonus, Mr. Mangiaracina must be actively employed by the Company on December 31 of the applicable year, and any such bonus is paid in a combination of cash and RSUs in conformity with the terms of the employment agreement, unless otherwise agreed to between Mr. Mangiaracina and the Board of Directors. Beginning January 1, 2024, unless otherwise agreed in writing between the Company and Mr. Mangiaracina, the terms of the employment agreement with respect to base salary and the Executive Bonus will revert back to the March 14, 2018 employment agreement.

Severance Compensation. If (A) Mr. Mangiaracina is terminated by the Company without cause or (B) any of the following actions are taken: (i) there is a substantial diminution of his duties, authority, pay or responsibilities without performance or market justification, or (ii) in the event of a sale of all or substantially all of the Company’s or change of control, and Mr. Mangiaracina has provided the Company 30 days’ written notice of such giving the Company the opportunity to cure such circumstances in all material respects, then he will receive, after signing a general release, the following (and assuming, for purposes of severance, that Mr. Mangiaracina’s salary was $750,000):

(i)

the pro-rata remainder of his base salary from the date of termination to the end of the contract term, if any;

(ii)

any unpaid Executive Bonus;

(iii)

a severance payment of $750,000;

(iv)

any unpaid amounts of accrued salary, vacation time and benefits through the date of termination;

(v)

six months of COBRA family insurance coverage; and

(vi)

any unvested restricted stock will continue to vest over the remaining vesting schedule.

If the Company terminates Mr. Mangiaracina for cause by providing written notice and a 30-day period for Mr. Mangiaracina to cure such circumstances, then he will receive all accrued salary, vacation time and benefits through the date of termination. Pursuant to the employment agreement, “cause” generally means the existence of any of the following, as determined by an affirmative majority vote of the Board of Directors: (a) conviction of, or entry of plea of nolo contendere to, a crime of dishonesty or a felony leading to incarceration of more than 90 days or a penalty or fine of $100,000 or more, (b) material and substantial failure to perform duties after 30 days’ written notice (and given a reasonable time to correct any failures, if possible), (c) willful misconduct or gross negligence that causes material harm, (d) material breach by the employee of the terms of the employment agreement or any other obligation, or (e) employee is declared

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legally incompetent or has a mental or physical condition that can reasonably be expected to prevent him from carrying out his essential duties for more than 90 days.

Upon the death or disability of Mr. Mangiaracina, he or his estate will receive all accrued salary, vacation time and benefits through the date of termination, a pro rata portion of any unpaid executive bonus, and any unpaid annual bonus if declared and not yet paid. If Mr. Mangiaracina voluntarily resigns, he will receive all accrued salary and vacation time through the date of his departure.

Tiffany M. Entsminger, Chief Operating Officer

On October 7, 2020, Tiffany M. Entsminger entered into a compensation summary memorandum with the Company. The memorandum provides that in the event of termination of Ms. Entsminger in connection with a change of control of the Company, Ms. Entsminger was entitled to receive 12 months base salary and 12 months COBRA coverage (where “change of control” generally means an acquiring entity purchases more than 50% of the common stock of the Company and her position is eliminated within 12 months thereafter). Upon termination without cause, Ms. Entsminger is entitled to receive 6-12 months base salary at the sole discretion of the Company’s compensation committee and matching period for COBRA coverage.

Ms. Entsminger’s compensation is determined at the discretion of the Compensation Committee. For 2022, Ms. Entsminger received an annual base salary of $400,000. In addition, Ms. Entsminger was eligible to receive a discretionary annual bonus. For 2022, Ms. Entsminger received a discretionary annual bonus in the amount of $200,000, of which 75% was paid on January 20, 2023, and the remaining 25% is to be paid on February 7, 2024, subject to Ms. Entsminger still being employed as of such date. Such deferred amount would also be payable, after signing a general release, if the Company terminated Ms. Entsminger’s employment without cause. If Ms. Entsminger voluntarily resigns, she will receive all accrued salary and vacation time through the date of his departure.

Justin R. Moisio, Chief Administrative Officer

On October 7, 2020, Mr. Moisio entered into a compensation summary memorandum with the Company. The compensation memorandum provides that in the event of termination of Mr. Moisio in connection with a change of control, Mr. Moisio is entitled to receive 12 months base salary and 12 months COBRA coverage (where “change of control” generally means an acquiring entity purchases more than 50% of the common stock of the Company and his position is eliminated within 12 months thereafter). Upon termination without cause, Mr. Moisio is entitled to receive 6-12 months base salary at the sole discretion of the Company’s compensation committee and matching period for COBRA coverage.

Mr. Moisio’s compensation is determined at the discretion of the Compensation Committee. For 2022, Mr. Moisio received an annual base salary of $400,000 effective April 1, 2022 (increased from the prior base salary of $360,000). In addition, Mr. Moisio was eligible for a discretionary annual bonus. For 2022, Mr. Moisio received a discretionary annual bonus in the amount of $200,000, of which 75% was paid on January 20, 2023, and the remaining 25% is to be paid on February 7, 2024, subject to Mr. Moiso still being employed as of such date. Such deferred amount would also be payable, after signing a general release, if the Company terminated Mr. Moiso’s employment without cause. If Mr. Moisio voluntarily resigns, he will receive all accrued salary and vacation time through the date of her departure.

Equity Compensation Plan Information

Our current stock plan is the Company’s 2020 Equity Incentive Plan, referred to herein as the “2020 Plan,” which was approved by our stockholders and became effective as of the date of Board adoption April 8, 2020 (the “Plan Adoption Date” and expires in April 8, 2030. The 2020 Plan is administered by the Compensation Committee of the Company’s Board of Directors, with participation and approval of the Board of Directors. Awards under the 2020 Plan may include incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares of common stock, restricted stock units, performance share or unit awards, other stock-based awards and cash-based incentive awards.

As a result of the approval of the 2020 Plan by the Company’s stockholders, the Company’s 2010 Omnibus Incentive Plan (“2010 Plan”) was frozen and no further grants are made under the 2010 Plan, but shares may continue to be issued under the 2010 Plan pursuant to grants made prior to the Plan Adoption

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Date, which issuances of shares will not reduce the number of shares available for issuance under the 2020 Plan. The maximum number of shares of our common stock available for original issuance under the 2020 Plan was 2,000,000 shares, of which 1,540,490 shares remained available for grant as of the Record Date.

Shares issued with respect to restricted stock awards, RSUs and other “full value” awards granted under the 2020 Plan are counted against the 2020 Plan’s maximum share limit as two shares for every one share actually issued in connection with the award. Shares issued with respect to stock options and stock appreciation rights are counted as one share against the maximum share limit. For example, if 100 shares of restricted stock are granted under the 2020 Plan, 200 shares will be counted against the 2020 Plan’s maximum share limit for that award.

401(k)Plan

We maintain the Impac Mortgage Corp. 401(k) Savings Plan (“401(k) Plan”) for all full time employees, which is designed to be tax deferred in accordance with the provisions of Section 401(k) of the Internal Revenue Code. The 401(k) Plan provides that each participant may contribute up to 100% of their salary pursuant to certain restrictions or up to IRS limitations, which was $20,500 annually for 2022. We will contribute to the participant’s plan account at the end of each quarter 100% of the first 1% of salary, and 50% of the next 5% contributed by a participant, for a total matching contribution up to 3.5%. Under the 401(k) Plan, employees may elect to enroll immediately after hire once they receive their auto enroll letter. The 401(k) Plan has a two year graded vesting schedule whereby an employee’s match is vested 50% after their first year of employment and 100% vested after completing their second year of employment. We recorded approximately $402,168 for matching contributions and no discretionary contributions during 2022.

Grants of Plan-Based Awards

The following table provides information as of December 31, 2022 regarding securities issued under our equity compensation plans that were in effect during fiscal year 2022.

Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)		(b) Weighted- average exercise price of outstanding options, warrants and rights(2)			(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3)
Equity compensation plans approved by security holders		792,362		$	6.77		1,540,490
Equity compensation plans not approved by security holders		—			—		—
Total		792,362			6.77		1,540,490

(1)

Includes an aggregate of 221,384 restricted stock units and 39,500 deferred stock units.

(2)

Reflects the weighted average exercise price of outstanding options and excludes restricted stock units.

(3)

Each award of one restricted stock unit, restricted stock or other “full-value” award under the 2020 Plan reduces the number of shares available under the plan by two, so the number of securities available for issuance will be smaller to the extent awards are made as restricted stock units, restricted stock or other full-value awards.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership of such securities with the SEC. Directors, executive officers and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on review of the copies of such reports furnished to us during the fiscal year ended December 31, 2022, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% stockholders were satisfied by such persons.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any immediate family member thereof, has or had any material interest, direct or indirect, in any transaction, or proposed transaction since the beginning of our last fiscal year, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, except as described below.

Amended Convertible Promissory Notes

On April 15, 2020, the Company amended and restated those certain outstanding convertible promissory notes (the “Original Notes”) in the principal amount of $25 million originally issued on May 8, 2015 pursuant to the terms of that certain Note Purchase Agreement between the Company and the holders (“Noteholders”) of the Original Notes (the “Note Purchase Agreement”). The Original Notes were amended to extend the maturity date by six months (until November 9, 2020) and to reduce the interest rate on such notes to 7.0% per annum (the “Amended Notes”). The Amended Notes otherwise contained the same terms and conditions as the Original Notes. In connection with the issuance of the Amended Notes, the Company issued to the holders of the Amended Notes, warrants (“Warrants”) to purchase up to an aggregate of 212,649 shares of the Company’s common stock at a cash exercise price of $2.97 per share. On November 9, 2020, the maturity date of $20 million of the Amended Notes was further extended to May 9, 2022 (and the remaining $5 million in principal of Amended Notes was paid off). Mr. Todd Pickup and his affiliated entities (a greater than 5% shareholder), then held $8.5 million in principal amount of Amended Notes and received Warrants to purchase an aggregate of 85,059 shares of the Company’s common stock. Mr. Richard Pickup and his affiliated entities (a greater than 5% shareholder), then held $11.5 million in principal amount of Amended Notes and received Warrants to purchase an aggregate of 116,956 shares of the Company’s common stock.

On April 29, 2022, the Company agreed to make a principal payment of $5,000,000 (leaving an outstanding balance of $15 million) on May 9, 2022 to Todd Pickup and Richard Pickup and their respective affiliated entities as holders of the Amended Notes, and to extend the maturity date of the Amended Notes to May 9, 2025, with annual principal payments of $5 million due on each of May 9, 2023, May 9, 2024 and May 9, 2025.

Exchange Offers

On October 26, 2022, the Company completed its previously announced offers (the “Exchange Offers”) to each holder of the Company’s 9.375% Cumulative Redeemable Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) and each holder of the Company’s 9.125% Redeemable Series C Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock,” and together with the Series B Preferred Stock, the “Preferred Stock”) to exchange all of its outstanding shares of Preferred Stock for (i) in the case of each share of Series B Preferred Stock, (a) thirty (30) shares of 8.25% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “New Preferred Stock”), and (b) 13.33 shares of common stock (collectively, the “Series B Consideration”); and (ii) in the case of each share of Series C Preferred Stock, (x) one (1) share of New Preferred Stock, (y) 1.25 shares of common stock, and (z) a 1.5 warrants to purchase the same number of shares of common stock at a purchase price of $5.00 per share of common stock (collectively, the “Series C Consideration”).

In connection with the Exchange Offers, the Company issued an aggregate of approximately (A) (i) 6,142,213 shares of common stock and (ii) 13,823,340 shares of New Preferred Stock in exchange for the shares of Series B Preferred Stock tendered in the Exchange Offer for the Series B Preferred Stock, and (B) (i) 1,188,106 shares of common stock, (ii) 950,471 shares of New Preferred Stock, and (iii) 1,425,695 warrants to purchase the same number of shares of common stock in exchange for the shares of Series C Preferred Stock tendered in the Exchange Offer for the Series C Preferred Stock. Camac Fund, LP (“Camac”) and its affiliates (currently a greater than 5% common stockholder) and Sara-Bay Financial (currently a greater than 5% common stockholder) each received a proportionate share of, as applicable, the Series B Consideration and the Series C Consideration in exchange for each such stockholders’ shares of Series B Preferred Stock and/or Series C Preferred Stock, respectively, tendered in the Exchange Offers.

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In connection with the Exchange Offers, the Company also entered into voting agreements with Camac and Sara-Bay Financial, pursuant to which, among other things, Camac and Sara-Bay Financial each agreed to certain restrictions on the transfer of such stockholders’ shares of capital stock of the Company (including, without limitation, the common shares acquired pursuant to the Exchange Offers) for a three year period following the closing of the Exchange Offers.

Cash and Stock Distributions pursuant to Maryland Action

In February 2023, pursuant to the Final Judgment Order (the “Final Order”) issued by the Circuit Court for Baltimore City (the “Circuit Court”) on December 16, 2022, in the matter Curtis J. Timm, et al. v Impac Mortgage Holdings, Inc., et al. (the “Maryland Action”), the Company made certain cash and stock distributions to the former holders of shares of Series B Preferred Stock, including Camac (a greater than 5% stockholder).

In connection with the Maryland Action, it was previously determined that the Company was required to pay an amount on shares of its Series B Preferred Stock equal to the dividend amount on the Series B Preferred Stock for the second, third and fourth quarters of 2009, in the aggregate amount of $1,169,985.94 (the “2009 Dividend Amount”). Following payment to counsel for various parties in the Maryland Action, the Company was ordered to pay the balance of the 2009 Dividend Amount, in the amount of $716,669.91 (the “Series B Distribution Amount”) to the former holders of Series B Preferred Stock who held shares of Series B Preferred Stock as of the close of business on August 15, 2022 (the “Dividend Record Date”), pro rata based on the number of shares of Series B Preferred Stock owned on the Dividend Record Date as a percentage of the total number of shares of Series B Preferred Stock held by such former holders on such date, resulting in the payment of $1.076741 per share of Series B Preferred Stock outstanding as of the Dividend Record Date.

In connection with the Exchange Offers, the Company was also ordered to deposit (i) 13,311,840 shares of New Preferred Stock, and (ii) 4,437,280 shares of its common stock into an escrow account (the “Stock Escrow”), as a source for an award of attorney’s fees, expenses or other monetary award to be deducted and paid to the former holders of Series B Preferred Stock in the Maryland Action.

Pursuant to the Final Order, and following payment to counsel for certain parties in the Maryland Action, the Circuit Court ordered that any shares of New Preferred Stock remaining in the Stock Escrow (7,155,114 shares) and all of the common shares held in the Stock Escrow be distributed to the former holders of Series B Preferred Stock who held shares of Series B Preferred Stock as of the close of business on October 20, 2022 (the “Expiration Date”). Specifically, 6.666666 shares of common stock and 10.75 shares of New Preferred Stock were ordered to be distributed for each share of Series B Preferred Stock held as of the close of business on the Expiration Date. Any fractional shares of common stock remaining after such distribution were combined and sold by brokers holding such shares on behalf of their beneficial owners on the NYSE American, and the proceeds were distributed pro rata to the former holders of Series B Preferred Stock, in accordance with the number of shares of Series B Preferred Stock held by each such holder as of the Expiration Date. Any fractional shares of New Preferred Stock remaining after such distribution were returned to the Company.

Camac and Sara-Bay Financial, as former holders of shares of Series B Preferred Stock on the Dividend Record Date and the Expiration Date, each received a proportionate share of the Series B Distribution Amount and the shares of common stock and New Preferred Stock released from the Stock Escrow. The foregoing cash and stock distributions were made on or about February 17, 2023.

Policies and Procedures

Pursuant to our Code of Business Conduct and Ethics, directors and officers must notify the General Counsel or the Chairman of our Audit Committee of the existence of any actual or potential conflict of interest. The Audit Committee, as described in its charter, reviews reports and disclosures of insider and affiliated party transactions or other conflicts of interest.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of the Record Date by (i) each director, (ii) each Named Executive Officer, (iii) each person known to us to beneficially own more than five percent of our common stock, and (iv) all directors and current executive officers as a group.

As of the Record Date, there were 36,568,876 shares of common stock outstanding. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to securities held by that person that are currently exercisable or become exercisable, or convertible or become convertible, within 60 days of the Record Date are deemed outstanding even if they have not actually been exercised or converted. Those shares, however, are not deemed outstanding for the purpose of computing the ownership percentage of any other person. Unless otherwise indicated in the footnotes to the table, the beneficial owners named have, to our knowledge, sole voting and investment power with respect to the shares beneficially owned, subject to community property laws where applicable.

Name of Beneficial Owner(1)	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
5% Shareholders (Other than Directors)
Richard H. Pickup(2)		6,588,120		17.8%
Todd M. Pickup(3)		2,855,367		7.7%
Camac Fund, LP(4)		4,923,880		13.5%
Sara-Bay Financial(5)		3,018,959		8.3%
Named Executive Officers and Directors
George A. Mangiaracina(6)		517,886		1.4%
Tiffany M. Entsminger(6)		40,483		*%
Justin R. Moisio(6)		44,725		*%
Katherine J. Blair(6)		28,334		*%
Frank P. Filipps(6)		99,144		*%
Joseph A. Piscina(6)		—		*%
Joseph O. Joffrion(6)		7,226		*%
Directors and current executive officers as a group (7 persons)(6)		737,798		2.0%

Indicates less than 1%.

(1)

Except as otherwise noted, all named beneficial owners can be contacted at 4000 MacArthur Blvd., Suite 6000, Newport Beach, California 92660.

(2)

According to Schedule 13D/A filed on February 6, 2023 and information known to the Company, the share amount consists of the following: (i) 120,000 shares owned by Mr. Pickup and held in an individual retirement account; (ii) 3,550,000 shares owned directly by RHP Trust, dated May 31, 2011 (the “Trust”), over which Mr. Pickup exercises sole investment and voting power; (iii) 401,163 shares underlying Convertible Promissory Notes Due 2020 issued to the Trust, at the initial conversion price of $21.50 per share, over which Mr. Pickup exercises sole investment and voting power; (iv) 116,956.95 shares that the Trust may acquire at any time after October 15, 2020 upon exercise (at an exercise price of $2.97 per share) of a Warrant to Purchase Common Stock owned directly by the Trust; (v) 1,400,000 shares are owned directly by Dito Caree LP, over all of which shares Gamebusters, Inc., acting through Richard H. Pickup, its sole officer and director, exercises sole investment and voting power; and (vi) 1,000,000 shares owned directly by Dito Devcar LP, over all of which shares Gamebusters, Inc., acting through Richard H. Pickup, its sole officer and director, exercises sole investment and voting power. The stockholder’s and the Trust’s address is 2532 Dupont Drive, Irvine, California 92612.

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(3)

According to a Schedule 13G filed on February 11, 2021, the share amount consists of (A) (i) 100,000 shares owned directly by Mr. Pickup; (ii) 300,000 shares owned by Pickup Grandchildren’s Trust; (iii) 100,000 shares owned directly by Pickup Living Trust; (iv) 1,793,796 shares owned directly by Vintage Trust II, dated July 19, 2007, (the “Vintage Trust”); (v) 296,512 shares that the Vintage Trust has the right to acquire at any time by converting into such shares the outstanding principal balance of Convertible Promissory Notes Due 2020 issued to the Vintage Trust, at the initial conversion price of $21.50 per share, and Mr. Pickup exercises sole investment and voting power over all such shares; and (vi) 85,059.6 shares that the Vintage Trust may acquire at any time after October 15, 2020 upon exercise (at an exercise price of $2.97 per share) of a Warrant to Purchase Common Stock owned directly by the Vintage Trust and (B) 100,000 shares owned directly by Plus Four Equity Partners, L.P. and 80,000 shares owned directly by Vintage Trust, dated October 28, 1993, over which Mr. Pickup shares investment and voting power. The stockholder’s address is 2532 Dupont Drive, Irvine, California 92612.

(4)

According to Schedule 13G/A filed on March 2, 2023, the share amount consists of 4,923,880 shares beneficially owned by Camac Fund LP, Camac Partners, LLC, Camac Capital, LLC and Eric Shahinian. Camac Fund, LP, Camac Partners, LLC, Camac Capital, LLC and Eric Shahinian exercise shared voting and dispositive power over all such shares. The stockholder’s address is 350 Park Avenue, 13th Floor, New York, NY 10022.

(5)

According to Schedule 13G filed on March 15, 2023, the share amount consists of 3,018,959 shares beneficially owned by Sara-Bay Financial, over which Sara-Bay Financial exercises sole voting power and shared dispositive power. The stockholder’s address is 2201 Cantu Court Suite 102 Sarasota, Fl. 34232 .

(6)

Includes the following: George Mangiaracina — 309,000 shares underlying options and 80,518 underlying vested RSUs; Tiffany Entsminger — 25,178 shares underlying options and 7,518 underlying vested RSUs; Frank Filipps — 27,500 shares underlying options, 39,500 shares underlying vested DSUs and 28,334 underlying vested RSUs; Katherine Blair — 11,667 shares underlying vested RSUs; Justin Moisio — 30,363 shares underlying options and 7,037 underlying vested RSUs; and Joseph Joffrion — 2,409 shares underlying options and 4,817 shares underlying vested RSUs.

STOCKHOLDER PROPOSALS

Proposals to be Included in Proxy Statement

If a stockholder would like us to consider including a proposal in our proxy statement and form of proxy relating to our 2024 annual meeting of stockholders pursuant Rule 14a-8 under the Exchange Act, a written copy of the proposal must be delivered no later than January 2, 2024 (the date that is 120 calendar days before the one year anniversary of the date on which the proxy statement was released to stockholders for this year’s Annual Meeting of stockholders). If the date of next year’s annual meeting is changed by more than 30 days from the anniversary date of this year’s Meeting, then the deadline is a reasonable time before we begin to print and mail proxy materials. Proposals must comply with the proxy rules relating to stockholder proposals, in particular Rule 14a-8 under Exchange Act, in order to be included in our proxy materials.

Proposals to be Submitted for Annual Meeting

Stockholders who wish to propose a nominee to the Board of Directors or submit any other proposal for consideration at our 2024 annual meeting of stockholders, but who do not wish to submit the proposal for inclusion in our proxy statement pursuant to Rule 14a-8 under the Exchange Act, must, in accordance with our bylaws, deliver a copy of their proposal no later than the close of business on the 60th day prior to the first anniversary of this Annual Meeting (April 16, 2024), nor earlier than the 90th day prior to the first anniversary of this Annual Meeting (March 17, 2024). If the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by us at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s nomination will be deemed timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to our Corporate Secretary not later than the close of business on the 10th day following the day on which public announcement is first made by us. The proposal must comply with the notice procedures and information

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requirements set forth in our bylaws, and the stockholder making the proposal must be a stockholder of record at the time of giving the notice and entitled to vote at the meeting. Any stockholder proposal that is not submitted pursuant to the procedures set forth in our bylaws will not be eligible for presentation or consideration at the next annual meeting.

In the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the first anniversary of the preceding year’s annual meeting, then notice must be delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Public announcement means disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable news service or in a document publicly filed by the company with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

Mailing Instructions

In each case, proposals should be delivered to 4000 MacArthur Blvd., Suite 6000, Newport Beach, California 92660, Attention: Justin R. Moisio, Corporate Secretary. To avoid controversy and establish timely receipt by us, it is suggested that stockholders send their proposals by certified mail return receipt requested.

Universal Proxy

In addition to satisfying the foregoing requirements under the Company’s bylaws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 21, 2024.

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OTHER BUSINESS

The Board of Directors does not know of any other matter to be acted upon at the Virtual Meeting. However, if any other matter shall properly come before the Virtual Meeting, the proxy holders named in the proxy accompanying this proxy statement will have authority to vote all proxies in accordance with their discretion.

				By order of the Board of Directors

				Joseph O. Joffrion, General Counsel

Dated: May 1, 2023
Newport Beach, California

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Appendix A

TAX BENEFITS PRESERVATION RIGHTS AGREEMENT

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EXECUTION COPY

TAX BENEFITS PRESERVATION RIGHTS AGREEMENT

DATED AS OF OCTOBER 23, 2019

BY AND BETWEEN

IMPAC MORTGAGE HOLDINGS, INC.

AND

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

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	Page
Section 1. Certain Definitions		A-1
Section 2. Appointment of Rights Agent		A-7
Section 3. Issuance of Rights Certificates		A-8
Section 4. Form of Rights Certificates		A-9
Section 5. Countersignature and Registration		A-10
Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates		A-11
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights		A-11
Section 8. Cancellation and Destruction of Rights Certificates		A-13
Section 9. Reservation and Availability of Preferred Stock		A-14
Section 10. Record Date for Securities Issued		A-15
Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights		A-15
Section 12. Certificate of Adjusted Purchase Price or Number of Shares		A-21
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power		A-21
Section 14. Fractional Rights and Fractional Shares		A-24
Section 15. Rights of Action		A-25
Section 16. Agreement of Rights Holders		A-25
Section 17. Rights Certificate Holder Not Deemed a Stockholder		A-26
Section 18. Concerning the Rights Agent		A-26
Section 19. Merger or Consolidation or Change of Name of Rights Agent		A-26
Section 20. Duties of Rights Agent		A-27

SEC Form DEF 14A filed by Impac Mortgage Holdings Inc.