WESTERN ASSET MORTGAGE CAPITAL CORP: Change of Directors or Principal Officers, Financial Statements and Schedules (Form 8-K)

Section 5.02. Departure of directors or certain managers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

On June 14, 2022the board of directors of Western Asset Mortgage Capital Company (the “Company”) announced the appointment of Robert W. Lehman to perform the duties of Chief Financial Officer of the Company, from June 15, 2022. Starting on June 15, 2022, Mr. Lehman became an employee of the Company with an annual base salary of $350,000. For the period of June 15, 2022
through September 30, 2022the Company will guarantee Mr. Lehman a discretionary bonus of at least $550,000 in proportion to his date of hiring. For the period of October 1, 2022 through September 30, 2023the Company will guarantee Mr. Lehman a discretionary bonus of at least $550,000. In the event of a change of control of the Company before December 31, 2023the Company will guarantee Mr. Lehman’s annual remuneration by December 31, 2023.

On June 21, 2022the Company approved an allocation of 200,000 restricted shares to Mr. Lehmansubject to the approval of the Western Asset Mortgage Capital Company 2022 Omnibus Incentive Plan (the “2022 Plan”) by the shareholders of the Company at the annual meeting of shareholders on June 24, 2022 (the “Annual Meeting”). If granted, the RSUs will be subject to the terms of the 2022 plan and will vest in equal installments on each of the first two anniversaries of the annual meeting, with accelerated vesting upon the earlier occurrence of a “change of control” (as defined in the 2022 Plan) of the Company.

Mr. Lehman61, was previously Senior Partner, Large Real Estate Accounts and Head of Eastern Region Market Sector at Ernst & Young LLP (“EY”) from 2008 to 2021. During his career at EY, he held several management positions, including that of Global real estate investment Trust Leader and Senior Partner – Major real estate, advising high profile clients on accounting considerations and overseeing complex real estate acquisitions and IPOs. In July 2021he retired from EY after more than 38 years. Mr. Lehman is a real estate and REIT specialist with extensive experience in accounting, auditing, creation and execution of strategic plans, capital markets and mergers and acquisitions. Mr. Lehman earned a bachelor’s degree in accounting from the City University of New YorkQueens College and he is a certified public accountant in the New York State and the New Jersey State.

There is no arrangement or understanding between Mr. Lehman and any other person by virtue of whom he was chosen as an officer of the Company. There are no family relations between Mr. Lehman and any director, officer or person designated or chosen by the Company to become a director or officer. There were no transactions between Mr. Lehman and the company that should be declared under Section 404(a) of Regulation SK. Except as described above, there are no material plans, contracts or arrangements to which Mr. Lehman was a party or in which he participated in connection with his appointment as Chief Financial Officer of the Company.

A copy of our press release announcing the appointment of Mr. Lehman is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial statements and supporting documents

(d) Exhibits

Exhibit No.         Description
99.1                  Press Release, dated June 14, 2022, issued by Western Asset Mortgage Capital
104                 Cover Page Interactive Data File (the cover page XBRL tags are embedded within
                    the iXBRL document).

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