LFT-A Lument Finance Trust Inc

Beneficial Owners. You are a beneficial owner if at the close of business on the Record Date your shares were held in a brokerage account or by a bank or other holder of record and not in your name. Being a beneficial owner means that, like most of our stockholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to Proposal 3 (ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023) but will NOT be able to vote your shares with respect to the other proposals (Proposals 1 and 2). Please see “What if I return a signed proxy or voting instruction form, but do not specify how my shares are to be voted?” for additional information.

We have requested that banks, brokerage firms and other nominees that hold common stock on behalf of beneficial owners as of the close of business on the Record Date forward these materials, together with a proxy card or voting instruction form, to beneficial owners. We have agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

Other than matters incident to the conduct of the Annual Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual Meeting. If any other business is proposed and properly presented at the Annual Meeting, the proxies received from our stockholders give the proxy holders the authority to vote on such matters in their discretion.

If your shares are held in street name, you should follow the voting instructions provided by your bank, broker or other nominee.

If you return your signed proxy card or use Internet or telephone voting before the Annual Meeting, we will vote your shares as you direct.

With respect to Proposal 1 (the election of directors), you may vote “FOR” all nominees, “WITHHOLD” your vote as to all nominees, or vote “FOR” all nominees except those specific nominees from whom you “WITHHOLD” your vote. Director nominees will be elected by a plurality of votes cast, which means that the director nominees receiving the highest number of votes will be elected. Only “FOR” and “WITHHOLD” votes will affect the outcome. Abstentions and broker non-votes will have no effect on Proposal 1.

With respect to Proposal 2 (the non-binding advisory vote to approve the compensation of our named executive officers), you may vote “FOR,” “AGAINST” or “ABSTAIN.” The vote to approve the compensation of our named executive officers is an advisory vote only and, therefore, the result of that vote will not be binding on the board of directors. The board of directors, however, value the opinions expressed

by stockholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for our named executive officers. The non-binding advisory vote to approve the compensation of our named executive officers requires a majority of the votes cast “FOR” this proposal. Abstentions and broker non-votes will have no effect on Proposal 2.

With respect to Proposal 3 (the ratification of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023), you may vote “FOR”, “AGAINST” or “ABSTAIN.” The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 requires a majority of the votes cast “FOR” this proposal. Abstentions will have no effect on the voting of Proposal 3.

Beneficial Owners. If you hold your shares in street name through a bank, broker or other nominee, the bank, broker or nominee that holds your shares may vote your shares only on those proposals on which it has discretion to vote. Under the rules of the New York Stock Exchange (the “NYSE”), your bank, broker or nominee has discretion to vote your shares on routine matters (Proposal 3), but does not have discretion to vote your shares on non-routine matters (Proposals 1 and 2). Therefore, if you do not instruct your bank, broker or nominee as to how to vote your shares on Proposals 1 and 2, this would be a “broker non-vote,” and your shares would not be counted as having been voted on the proposal. We therefore strongly encourage you to instruct your bank, broker or nominee on how you wish to vote your shares.

Beneficial Owners. If you hold your shares in street name and you do not provide the bank, broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under NYSE rules, brokers and other nominees have the discretion to vote on Proposal 3, a routine matter, but do not have discretion to vote on Proposals 1 or 2, non-routine matters. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal 3 and any other routine matters properly presented for a vote at the Annual Meeting.

If your shares are held in street name, you should follow the instructions provided by the bank, broker or nominee that holds your shares to change your vote or revoke your proxy.

Other Stockholder Proposals. Pursuant to our bylaws, a stockholder desiring to nominate an individual for election to the board of directors or propose any matter for consideration at the 2024 Annual Meeting of Stockholders, other than through inclusion in our proxy materials, must notify the Company’s secretary of such proposal in writing at the Company’s offices not earlier than November 30, 2023 (150 days prior to the one-year anniversary of the mailing date of this Proxy Statement) and not later than 5:00 p.m., Eastern Time, on December 30, 2023 (120 days prior to the one-year anniversary of the mailing date of this Proxy Statement). The public announcement of a postponement or adjournment of an annual meeting will not commence a new time period for the giving of a stockholder’s notice as described above. A stockholder’s notice must contain the information specified in, and otherwise comply with, our bylaws.

To comply with the SEC’s new universal proxy rules, a stockholder who intends to solicit proxies in support of director nominees other than our nominees must provide notice to us that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 15, 2024 (or, if the 2024 annual meeting of stockholders is held more than 30 days before or after June 14, 2024, then no later than the later of 60 days prior to the 2024 annual meeting of stockholders or the tenth day following the day on which we first publicly announce the date of the 2024 annual meeting of stockholders).

practiced law at Gibson Dunn & Crutcher LLP in its real estate practice group, and prior to that he was an investment banker at Lehman Brothers. Mr. Flynn received a B.S. magna cum laude in Finance and Accounting from the McDonough School of Business at Georgetown University and JD from Columbia University Law School, where he was a Harlan Fiske Stone Scholar.

As a consequence of over 19 years of experience in real estate finance, Mr. Flynn is well qualified to provide valuable advice to our board of directors in many important areas.

Neil A. Cummins. Mr. Cummins has been an independent director of our board of directors since the closing of our initial public offering in March 2013. Mr. Cummins is chairman of the nominating and corporate governance committee and is a member of the audit and compensation committees. Mr. Cummins has been active in international financial markets for over 30 years.

Mr. Cummins is a member of the board of directors of North Square Investments, LLC, a private investment management firm. Mr. Cummins was Chairman of Oak Ridge Investments, LLC, a privately-owned investment manager, from 2013 to 2018. Mr. Cummins held global management roles with Barclays Capital, from 1997 to 2012, including founding Management Committee member, Global Head of Distribution and Research, Global Head of Strategic Relationship Management and voting member of the Barclays Bank Group Credit Committee. Mr. Cummins also served on the Board of Directors of iBoxx Limited and the International Index Company from 2003 to 2005. From 1985 to 1997, Mr. Cummins was a Managing Director of Morgan Stanley, and served on the Board of Directors of Morgan Stanley Bank Luxembourg SA and the Supervisory Board of Morgan Stanley Bank AG, Frankfurt. Prior to 1985, Mr. Cummins worked in the international financial markets, principally with Mellon Bank N.A. Mr. Cummins graduated with a B.A. in Economics from Indiana University.

As a consequence of over 40 years of experience in international financial markets, Mr. Cummins is well qualified to provide valuable advice to our board of directors in many important areas.

William A. Houlihan. Mr. Houlihan has been an independent director of our board of directors since the listing of our common stock on the NYSE in March 2013. Mr. Houlihan is the lead independent director and chairman of the audit committee and is a member of the compensation and nominating and corporate governance committees. Mr. Houlihan has more than 40 years of diversified financial sector and business experience.

Mr. Houlihan served as a member of the board of directors of Angel Pond Holdings Corporation (NYSE: POND) from May 2021 to December 2022. Mr. Houlihan served from June 2018 to July 2019 as the Chief Financial Officer of Thunder Bridge Acquisition Ltd. and served from August 2019 to June 2021 as the Chief Financial Officer of Thunder Bridge Acquisition II, Ltd. Mr. Houlihan has served since February 2021 as Chief Financial Officer of Thunder Bridge Capital Partners III Inc. and has served since July 2021 as Chief Financial Officer of Thunder Bridge Capital Partners IV Inc. He has served since November 2012 as a director and audit committee chairman for MAXEX, LLC, a privately-owned residential mortgage loan trading business. He has served since 2009 as a director and financial expert on the audit committee of Avem Health Partners, previously known as First Physicians Capital Group (“FPCG”), a healthcare investment company, which was publicly traded prior to completion of a going-private transaction in January 2015, from April 2013 to September 2014 as Non-Executive Chairman of its board of directors and since May 2013 as the chairman of its audit committee.

He served from January 2015 to June 2015 as lead independent director and chairman of the audit committee of Tiptree, Inc., or Tiptree (NASDAQ: TIPT), a publicly-traded financial services holding company; and from August 2010 to July 2013 as lead independent director and chairman of the audit committee for Care Investment Trust, a publicly-traded healthcare REIT, which merged with Tiptree in July 2013. From 2003 to 2010, he was a director of SNL Financial, a privately-owned financial information company, and in addition, from 1998 to 2012 he was a director and shareholder of a family-owned commercial real estate investment partnership.

Mr. Houlihan graduated with an M.B.A. in Finance from New York University Graduate School of Business, and a B.S. in Accounting from Manhattan College. In addition he was licensed as a Certified Public Accountant, but his license is currently inactive. Since January 2017, he has served as an adjunct professor at the Feliciano School of Business at Montclair State University.

On March 13, 2015, Mr. Houlihan settled an administrative proceeding brought by the SEC regarding his alleged failure to file on a timely basis required Schedule 13D amendments and Section 16(a) reports relating to his beneficial ownership of securities of FPCG. Mr. Houlihan is a member of the board of directors of FPCG and was for certain time periods a greater than 10% beneficial owner of FPCG securities. In the settlement,

Mr. Houlihan did not admit or deny the SEC’s allegations, consented to the entry of a cease and desist order requiring him not to cause any violation of Sections 13(d)(2) and 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and agreed to pay a civil penalty of $15,000 to the SEC.

As a consequence of Mr. Houlihan’s over 40 years of pertinent experience, qualifications and skills, including significant financial expertise and literacy, he is well qualified to provide significant and relevant expertise and advice to our board of directors in relation to many areas, including accounting and financial matters.

James C. (“Chris”) Hunt. Mr. Hunt joined our board of directors in January 2018. Mr. Hunt previously served as our Chairman from January 2019 until January 2020. Mr. Hunt has 30 years of experience in real estate, real estate finance and corporate governance and management. He currently serves as the Chief Executive Officer and President of Hunt Companies, Inc. (“Hunt”) and has been a member of the Hunt board of directors since 2001. In addition, he serves as Chief Executive Officer and is on the board of directors of various Hunt subsidiaries and affiliates. Mr. Hunt also oversees Hunt’s private market real estate development and acquisition activities, which includes market rate residential properties and mixed-use retail developments.

Mr. Hunt is responsible for establishing relationships with development and financial partners. Mr. Hunt began his career at Hunt in 1993 as Project Developer for Hunt’s construction division, was later appointed Vice President, Executive Vice President and subsequently President. Mr. Hunt received a B.A. in Economics and an MBA from the University of Texas, Austin.

As a consequence of over 30 years of experience in real estate, real estate finance and corporate governance and management, Mr. Hunt is well qualified to provide valuable advice to our board of directors in many important areas.

Walter C. Keenan. Mr. Keenan has been an independent director of our board of directors since April 17, 2015. Mr. Keenan is chairman of the compensation committee and is a member of the audit and nominating and corporate governance committees. Mr. Keenan has over 30 years of experience in the financial services industry as an advisor, investor and executive manager.

Mr. Keenan has been a private investor since March 2022. From July 2013 to March 2022, he served as Chief Executive Officer of Advantage Insurance Inc. (“Advantage Insurance”), a specialty insurance group serving the insurance needs of high net worth individuals and business owners worldwide. From August 2014 through the completion of its sale to AmTrust Financial Services, Inc. in April 2016, Mr. Keenan served as an independent director and audit committee chair of Republic Companies, Inc., a regional property and casualty insurance company. Prior to joining Advantage Insurance, Mr. Keenan served as Chairman of Medicus Insurance Holdings, Inc., a provider of professional liability insurance to physicians, from July 2006 until its sale to NORCAL Mutual Insurance Company in October 2011. Before becoming an insurance industry executive, Mr. Keenan worked in private equity as President of JMP Capital, the principal investments group of JMP Group LLC from 2007 to 2011 and as a Principal of The Cypress Group from 2005 to 2007. Mr. Keenan’s work for JMP and Cypress included strategic investments in two mortgage REIT companies. Mr. Keenan began his career at Morgan Stanley, where he worked in investment banking from 1989 to 2003. Mr. Keenan received a Bachelor of Arts degree with Honors from Southern Methodist University.

As a consequence of over 30 years of experience in financial services, Mr. Keenan is well qualified to provide valuable advice to our board of directors in many important areas.

Marie D. Reynolds. Ms. Reynolds has been a director for our board of directors since June 15, 2022. Ms. Reynolds has been designated as a nominee by Lument IH pursuant to a director designation agreement that we entered into with Lument IH on April 26, 2022. See “Transactions with Related Persons” for more information regarding the director designation agreement with Lument IH. Ms. Reynolds is currently a Senior Managing Director, Chief Financial Officer and Chief Operating Officer of Boston Financial Investment Management, LP (“Boston Financial”), a leader in the affordable housing industry. Ms. Reynolds joined Boston Financial in 1995 and has over 28 years of progressive experience in financial reporting, and operational and organizational functions. In her role as CFO and COO, Ms. Reynolds sets financial and operational policy for Boston Financial and its Funds, in alignment with its parent ORIX Corporation USA, who acquired Boston Financial in July 2016. Ms. Reynolds is a member of Boston Financial’s Executive Leadership Team, Investment Committee, and its HR and Operations Steering Committees. Ms. Reynolds has also been involved in the underwriting, due diligence and transition phases of multiple transactions involving the ownership of Boston Financial and its predecessor organizations, including the acquisition of a significant affordable housing portfolio

in December 2020, which resulted in the doubling of equity and funds under management. Ms. Reynolds began her career at Boston Financial, first as an Assistant Controller of the Tax Credit Funds, then as a Senior Financial Analyst in the corporate reporting group. From 1999-2009, she served as the Business Unit Controller under the Lend Lease and MuniMae ownerships. She was promoted to Executive Vice President and Director of Finance, Reporting and Treasury in 2009 and subsequently named Chief Financial Officer in 2014. Prior to joining, Boston Financial, Ms. Reynolds worked in the financial reporting functions at Liberty Real Estate Group and Lehman Brothers from 1989-2005. Ms. Reynolds received a B.B.A. from Siena College and an MBA from Suffolk University.

As a consequence of over 30 years of experience in financial services, Ms. Reynolds is well qualified to provide valuable advice to our board of directors in many important areas.

All director nominees were approved by the nominating and corporate governance committee for inclusion in our proxy card for the Annual Meeting.

Our board of directors recommends that the stockholders vote “FOR” the election of each of the nominees named above.

Our business is managed by the Manager, subject to the supervision and oversight of our board of directors, which has established investment guidelines for the Manager to follow in its day-to-day management of our business. Our directors keep informed about our business by attending meetings of our board of directors and its committees and through supplemental reports and communications.

The NYSE requires that a majority of our board of directors must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which, in the opinion of our board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors undertakes periodic reviews of director independence. In such reviews, the board of directors considers transactions and relationships between (1) each director, entities with which such person is affiliated and/or any member of such person’s immediate family, and (2) the Company and its subsidiaries and affiliates, in order to ascertain whether any such relationships or transactions are inconsistent with a determination that such person is “independent” in accordance with applicable rules and regulations of the NYSE, applicable law, and the rules and regulations of the SEC. The board of directors bases its determinations primarily on a review of the responses of such persons to questions regarding employment and compensation history, affiliations and family and other relationships between the Company, the directors, and entities with which such persons are affiliated, discussions and analyses with respect to the foregoing, and the recommendations of the nominating and corporate governance committee.

Our board of directors has affirmatively determined that all persons who served as directors of the Company during any part of the 2022 calendar year, and all current directors, were and are “independent” for purposes of Section 303A of the Listed Company Manual of the NYSE, with the exceptions of Mr. Flynn, who is the Company’s Chairman of the Board, Chief Executive Officer and President, and Ms. Reynolds, who is employed by Boston Financial, an affiliate of the Company and the Manager. Each individual who was a member of the Company’s audit committee, compensation committee, and nominating and corporate governance committee during any part of the 2022 calendar year has been determined by our board of directors to be independent in accordance with such standards as well. In determining the independence of directors, in addition to confirming that none of the automatic disqualifications prescribed by the NYSE are applicable to such persons, the board of directors also affirmatively determined that each person found to be independent has no direct or indirect material relationship with the Company or its subsidiaries.

As none of Messrs. Cummins, Houlihan, Keenan or Hunt had or has any direct or indirect relationship with the Company or its subsidiaries, our board of directors affirmatively determined each of them to be independent.

Meetings of Our Board of Directors

During our fiscal year ended December 31, 2022, our board of directors held five (5) meetings. During that period, no director attended fewer than 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he was a director, and (ii) the total number of meetings held by all committees of our board of directors during the period that he served on such committees.

Executive Sessions of Non-Management Directors

Our non-management directors (who are also our independent directors) may meet in executive session at the end of directors’ meetings to consider such matters as they deem appropriate, without the Company’s Chief Executive Officer or other management present. Mr. Houlihan, our lead independent director, acts as the chair of the executive sessions of the non-management directors.

Our board of directors has three standing committees: the audit committee (established in accordance with Section 3(a)(58)(A) of the Exchange Act); the compensation committee; and the nominating and corporate governance committee. Each of these committees has three directors and is composed exclusively of independent directors, as defined by the listing standards of the NYSE. Moreover, the compensation committee is composed exclusively of individuals intended to be, to the extent provided by Rule 16b-3 of the Exchange Act,

non-employee directors and will, at such times as we are subject to Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, qualify as outside directors for purposes of Section 162(m) of the Internal Revenue Code.

Audit Committee

The audit committee is comprised of Messrs. Cummins, Houlihan and Keenan, each of whom are “financially literate” under the rules of the NYSE. Each of Messrs. Cummins, Houlihan and Keenan is an independent director. Mr. Houlihan is the chair of our audit committee, and our board of directors has determined that Mr. Houlihan qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K based on his education and experience in his respective fields.

The audit committee operates under a written charter adopted by our board of directors, a current copy of which is available in the “Investor Relations” section of our website at http://lumentfinancetrust.com under the Corporate Governance tab. As set forth in the audit committee charter, the audit committee assists our board of directors in overseeing, among other things:

The audit committee is also responsible for engaging our independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.

The audit committee, consistent with the Sarbanes-Oxley Act of 2002 and the rules adopted thereunder, meets with management and the auditors prior to the filing of all periodic reports under the Exchange Act, and prior to the filing of officers’ certifications with the SEC to receive information concerning, among other things, significant deficiencies, if any, in the design or operation of our internal controls.

The audit committee met four (4) times during the year ended December 31, 2022.

Compensation Committee

The compensation committee is comprised of Messrs. Cummins, Hunt and Keenan, each of whom is an independent director. Mr. Keenan is the chair of our compensation committee.

The compensation committee operates under a written charter adopted by our board of directors, a current copy of which is available in the “Investor Relations” section of our website at http://lumentfinancetrust.com under the Corporate Governance tab.

In general, the compensation committee has authority and responsibility for the review, evaluation and approval of the compensation structure and levels for all of our executive officers, if applicable. The compensation committee’s responsibilities include, among other things:

In fulfilling its responsibilities, the compensation committee is entitled to delegate certain of its responsibilities to a subcommittee. The compensation committee, however, may not delegate its duties relating to the determination of our Chief Executive Officer’s compensation, if applicable, its duty to review and approve compensation for all other officers from time to time, if applicable, or its duty to manage and periodically review the Manager Equity Plan (and any equity incentive plans adopted in the future).

The compensation committee met two (2) times during the year ended December 31, 2022. The compensation committee did not engage a compensation consultant for the year ended December 31, 2022 because the Manager compensates all of our officers and the other personnel who provide services, all of whom are employed by the Manager or its affiliates.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is comprised of Messrs. Cummins, Houlihan and Keenan, each of whom is an independent director. Mr. Cummins is the chair of our nominating and corporate governance committee.

The nominating and corporate governance committee operates under a written charter adopted by our board of directors, a current copy of which is available in the “Investor Relations” section of our website at http://lumentfinancetrust.com under the Corporate Governance tab.

The nominating and corporate governance committee’s responsibilities include, among other things:

The nominating and corporate governance committee met two (2) times during the year ended December 31, 2022.

The nominating and corporate governance committee is responsible for reviewing with our board of directors, on an annual basis, the appropriate characteristics, skills and experience required for our board of directors as a whole and its individual members. While the nominating and corporate governance committee has established no minimum eligibility requirements for candidates to serve on our board of directors, in performing its duties, the nominating and corporate governance committee considers any criteria it deems appropriate, including but not limited to the following criteria:

Each director nominee must also possess fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The nominating and corporate governance committee may, in its discretion, consider diversity in identifying nominees for directors. Our board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the nominating and corporate governance committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of our board of directors. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on our board of directors for an extended period of time.

In accordance with its charter, the nominating and corporate governance committee identifies individuals that are qualified, consistent with the criteria it deems appropriate, including but not limited to the criteria listed above, to become or continue serving as our directors and that are willing and available to serve. At an appropriate time prior to each annual meeting of stockholders at which directors are to be elected or reelected, the nominating and corporate governance committee recommends such individuals to our board of directors to be nominated by our board of directors and submitted to the stockholders for election at the annual meeting.

We believe that the members of our board of directors represent a desirable mix of backgrounds, skills and experiences, and they all share the personal attributes of effective directors described above. Included in the biographical information set forth above are some of the specific experiences and skills of our directors that led the board to conclude that, in light of our business and structure, such individuals should serve as members of the board of directors.

Pursuant to its charter, the nominating and governance committee will review and consider any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules and regulations, and our charter and bylaws on the same basis that it considers all other candidates recommended to it. In accordance with our bylaws, to recommend a director candidate to the nominating and governance committee, a stockholder must provide us with a written notice that contains all information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder. In addition, the notice must be accompanied by a certificate executed by such person (i) certifying that such person (a) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than us in connection with service or action as a director that has not been disclosed to us and (b) will serve as our director if elected; and (ii) attaching a completed director questionnaire (which questionnaire shall be provided by the Company, upon request, to the stockholder providing the notice and shall include all information relating to such person that would be required to be disclosed in connection with the solicitation of proxies for the election of such person as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange or over-the-counter market).

If a stockholder wishes to formally nominate a candidate, he or she must follow the procedures described in our bylaws. All director candidate recommendations and formal nominations for membership to our board of directors for the Annual Meeting must be sent to our principal executive offices and received by the date specified for stockholder proposals. See “Q. What are the deadline and the procedure for proposing actions for consideration at our 2024 Annual Meeting of Stockholders?” above. The presiding officer at our Annual Meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures.

We believe that directors’ attendance at annual meetings can provide investors with an opportunity to communicate with directors about issues affecting the Company. In furtherance of our objective to provide investors with open lines of communication to the directors, we have adopted a policy that our directors will make reasonable efforts to attend annual meetings of stockholders. The Company held its 2022 Annual Meeting of Stockholders on June 15, 2022. The annual meeting was held virtually and was attended by all the then-current members of our board of directors.

To send communications to our board of directors, the non-management members as a group, the independent directors as a group, or any of the directors individually, interested parties (including, but not limited to, stockholders) may contact them in writing at Lument Finance Trust, Inc., 230 Park Avenue, 20th Floor, New York, NY 10169 or by telephone at (212) 317-5700. All communications will be compiled and submitted to our board of directors or the individual directors on a periodic basis, unless there are safety or security concerns that mitigate against further transmission of the communications, as determined by the Corporate Secretary in consultation with the Company’s legal counsel. Our board of directors or individual director so addressed shall be advised of a communication withheld for safety or security reasons as soon as practicable.

Interested parties (including, but not limited to, stockholders) that wish to make concerns known to our non-management or independent directors may also do so by calling the Ethics Hotline number listed in the Company’s Code of Business Conduct and Ethics and Policy Against Insider Trading, posted on the “Investors Relations” section of our website at http://lumentfinancetrust.com under the Corporate Governance tab and indicating they would like the matter referred to such directors.

Our board of directors has adopted a Code of Business Conduct and Ethics and Policy Against Insider Trading that is applicable to all of our executive officers and other personnel, including our principal executive officer, our principal financial officer, our principal accounting officer, our controller, and persons performing similar functions for the Company. The Code of Business Conduct and Ethics and Policy Against Insider Trading establishes policies and procedures that we believe promote adherence to, and the conduct of business according to, the highest ethical standards. A copy of our Code of Business Conduct and Ethics and Policy Against Insider Trading is available on the “Investors Relations” section of our website at http://lumentfinancetrust.com under the Corporate Governance tab.

Our board of directors has adopted a set of Corporate Governance Guidelines, which describe our corporate governance practices and policies and provide a framework for the governance of our board of directors. The nominating and corporate governance committee is responsible for overseeing these guidelines and reporting and making recommendations to our board of directors concerning corporate governance matters. From time to time, the nominating and corporate governance committee reviews our Corporate Governance Guidelines and, if necessary, recommends changes to the full board of directors. Our current Corporate Governance Guidelines are available in the “Investors Relations” section of our website at http://lumentfinancetrust.com under the Corporate Governance tab.

Our business is conducted day-to-day by our officers and the Manager, under the direction of our Chief Executive Officer and the oversight of our board of directors, to enhance our long-term value for our stockholders. Our board of directors is elected by our stockholders to oversee our officers and the Manager and to assure that the long-term interests of the stockholders are being served.

Historically, our board of directors has appointed a chairman of the board, who may or may not be our chief executive officer. If the individual appointed as chairman of the board is our chief executive officer or is not an independent director, our board of directors will also appoint a lead independent director. Our board believes that it should have the flexibility to select the chairman and its board leadership structure, from time to time, based on the criteria that it deems to be in the best interest of the Company and its stockholders.

On March 12, 2020, our board of directors appointed James P. Flynn, who at the time served as our Chief Executive Officer, as our Chairman. If re-elected, Mr. Flynn, who currently serves as our Chief Executive Officer and President, will continue to serve as our Chairman. William A. Houlihan is, and, if re-elected, will continue to serve as, our lead independent director. Our lead independent director chairs executive sessions of the independent directors of the board of directors and otherwise serves as a liaison between the independent directors, the full board of directors and management.

Our board of directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. Our board of directors understands

that there is no single, generally accepted approach to providing board leadership and the right board leadership structure may vary as circumstances warrant. Consistent with this understanding, our independent directors consider the board’s leadership structure on an annual basis.

Our board of directors is responsible for overseeing our risk management policies and practices. Our executive officers, who are responsible for our day-to-day risk management practices, regularly present to our board of directors on our overall risk profile and the processes by which such risks are mitigated. The Manager’s employees also regularly report to our board of directors on various matters related to our risk exposure. Through regular and consistent communication, the Manager provides reasonable assurances to our board of directors that all of our material operational and investment risks, including among others, liquidity risk, interest rate risk and capital market risk, are being addressed. We do not believe that our board of directors’ role in risk oversight affects its leadership structure (discussed above), however, we believe that our board of directors’ ability to discharge its risk oversight is enhanced by the service of our Chief Executive Officer as a director.

Under federal securities laws, our executive officers, directors and any persons beneficially owning more than 10% of a registered class of our equity securities are required to report their ownership and any changes in that ownership to the SEC. These persons are also required by SEC rules and regulations to furnish us with copies of these reports.

Based solely on a review of the reports furnished to the Company, or written representations from reporting persons that all reportable transaction were reported, the Company believes that during the fiscal year ended December 31, 2022 the Company’s officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a); except that two reports on Form 4, covering a total of two transactions, were filed late by each of Messrs. Cummins, Houlihan and Keenan; one report on Form 4, covering one transaction, was filed late by Mr. Hunt; and one report on Form 3 was filed late by Ms. Reynolds. All such reports have been subsequently filed by these reporting persons.

James P. Flynn. See “Proposal One - Election of Directors” above.

James A. Briggs. Mr. Briggs has been our Chief Financial Officer since January 2020. He has served as our Interim Chief Financial Officer from September 2018 until January 2020 and has more than 32 years of accounting and finance experience in the financial services and real estate industries. Mr. Briggs currently also serves as Chief Accounting Officer of Lument, an affiliate of the Manager. Lument is a subsidiary of ORIX USA, a diversified financial company and a subsidiary of ORIX, a publicly traded, Tokyo-based international financial services company. Prior to his current position, Mr. Briggs served in the same capacity for Hunt Real Estate Capital, LLC, which was acquired by Lument in January 2020. Mr. Briggs joined Hunt Real Estate Capital (formerly Centerline Capital Group) in 2009. Prior to joining Hunt Real Estate Capital, he was the Director of Finance for MRU Holdings, Inc., a specialty finance company. Prior to joining MRU Holdings, Inc., Mr. Briggs spent fifteen years at JPMorgan Chase & Co. and its predecessor companies in a variety of accounting and finance roles, including as Head of Valuation Control and CFO for Emerging Markets. Prior to joining JPMorgan Chase & Co., he was a senior auditor at Ernst and Young, LLP. Mr. Briggs earned his B.B.A in Accounting from Iona College and is a Certified Public Accountant.

right to terminate the Management Agreement if the Manager agrees to continue to provide services under the Management Agreement at fees that at least two-thirds of the independent directors of the board of directors determine to be fair, provided further that in the instance of (b), the Manager will be afforded the opportunity to renegotiate its compensation prior to termination). We may also terminate the Management Agreement at any time, including during the initial term, without the payment of any termination fee, with at least 30 days’ prior written notice from us “for cause” as described in the Management Agreement. In the event of a termination of the Manager other than a termination for cause, we are required to pay a termination fee to the Manager. The termination fee is equal to three times the sum of (a) the average annual base management fee and (b) the average annual incentive compensation, in each case, earned by the Manager during the 24-month period immediately preceding the effective date of termination, calculated as of the end of the most recently completed fiscal quarter before the effective date of termination. The Manager may terminate the Management Agreement upon written notice delivered no later than 180 days prior to a renewal date.

No stock option awards or stock awards have been granted by the Company to its current named executive officers to date.

In August 2022, the SEC adopted final pay-versus-performance rules that require registrants to disclose information reflecting the relationship between executive compensation actually paid by a registrant and the registrant’s financial performance. The rules implement a requirement mandated by the Dodd-Frank Act. Disclosure pursuant to such rules is not included herein because we are externally managed and do not have any employees. Our executive officers are employees of an affiliate of the Manager and do not receive cash or equity compensation from us. While the management agreement between us and the Manager requires us to reimburse the Manager for a portion of the total compensation paid by the Manager or its affiliates to Mr. Briggs, our Chief Financial Officer, based on his percentage of time spent managing our affairs, we do not determine what our executive officers are paid by the Manager or its affiliates.

We maintain an insider trading policy which prohibits short selling, dealing in publicly traded options and hedging or monetization transactions in our securities by directors, officers or employees of the Company. In addition, the Manager maintains a policy restricting the trading of the directors, officers and employees of the Manager. Under the policies of the Company and the Manager and the securities laws of the United States other jurisdictions, the purchase or sale of the Company’s securities or the securities of other publicly traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such company’s securities, is prohibited. Directors, officers and employees are prohibited from using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other directors, officers and employees.

We had in place a Manager Equity Plan, which expired December 18, 2022. Under the Manager Equity Plan, we had the ability to provide equity compensation to the Manager and our independent directors, consultants and officers. The Manager, in its sole discretion, could allocate any awards it received under the Manager Equity Plan to its directors, officer employees or consultants. The Manager Equity Plan provided us with the ability to issue up to 3.0% of the total number of issued and outstanding shares of our common stock (on a fully diluted basis) at the time of each award (other than any shares issued pursuant to the Manager Equity Plan). Stock based compensation arrangements available under the Manager Equity Plan included incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock awards and other awards based on our common stock.

As of December 31, 2022, there were no securities issuable upon exercise of outstanding options, warrants or rights granted pursuant to the Manager Equity Plan and no securities remain available for future issuance under the Manager Equity Plan as of such date.

On January 3, 2020, we entered into a Management Agreement with the Manager pursuant to which the Manager provides the day-to-day management of our operations. The Management Agreement requires the Manager to manage our business affairs in conformity with the policies and the investment guidelines approved and monitored by our board of directors. All of our executive officers are employees of the Manager, or affiliates thereof.

Pursuant to the terms of the Management Agreement, we pay the Manager a base management fee equal to 1.5% of stockholders’ equity per annum, calculated and payable quarterly (0.375% per quarter) in arrears. For purposes of calculating the base management fee, stockholders’ equity includes the sum of the net proceeds from all issuances of our equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus our retained earnings at the end of the most recently completed calendar quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods), less any amount that we paid for repurchases of our common stock since inception, and excluding any unrealized gains, losses or other items that did not affect realized net income (regardless of whether such items were included in other comprehensive income or loss, or in net income). This amount may be adjusted to exclude one-time events pursuant to changes in GAAP and certain non-cash items after discussions between the Manager and our independent directors and approval by a majority of our independent directors. We pay the Manager quarterly incentive compensation equal to 20% of the excess of our core earnings (as defined in the Management Agreement) over the product of (i) our stockholders’ equity as of the end of such fiscal quarter, and (ii) 8% per annum. The initial term of the Management agreement expired on January 3, 2023. After the initial term, the Management Agreement automatically renews each year for an additional one-year period unless the Management Agreement is terminated in accordance with its terms.

For the year ended December 31, 2022, we incurred base management fees of approximately $4.2 million under the Management Agreement. For the year ended December 31, 2022, we did not incur, and we were not required to pay, any incentive compensation to the Manager.

Pursuant to the Management Agreement, we are required to reimburse the Manager for operating expenses related to our company that are incurred by the Manager, including accounting, auditing and tax services, technology and office facilities, operations, compliance, legal and filing fees, and miscellaneous general and administrative costs, including the cost of non-investment management personnel of the Manager who spend all or a portion of their time managing our affairs.

For the year ended December 31, 2022, we incurred reimbursable expenses of approximately $2.1 million. Per the terms of the Management Agreement, any exit fees waived by us as a result of permanent financing by the Manager or any of its affiliates will result in a reduction to reimbursed expenses by an amount equal to 50% of the amount of any such waived exit fee. For the year ended December 31, 2022, we waived approximately $1.2 million in gross exit fees, reducing reimbursed expenses due to the Manager by approximately $0.6 million.

The Manager was appointed as the collateral manager with respect to LFT CRE 2021-FL1, Ltd. In June 2021 and continues to serve in this role. The Manager has agreed to waive all its entitlements to collateral management fees for so long as the Manager or an affiliate is the collateral manager and also our external manager.

Lument Real Estate Capital, LLC, an affiliate of the Manager, was appointed as the servicer and special servicer with respect to mortgage assets for LFT CRE 2021-FL1, Ltd. in June 2021 and continues to serve in this role. LFT CRE 2021-FL1 is a commercial real estate collateralized loan obligation that we sponsored.

On December 17, 2020, we entered into a trademark license agreement with Lument, an affiliate of the Manager, pursuant to the terms of which Lument granted us a license to use the “Lument” tradename with regard to our business at no cost to us. Either party may terminate the trademark license agreement for any reason upon 90 days’ prior written notice to the other party.

During the year ended December 31, 2022, our subsidiary, LFT CRE 2021-FL1, Ltd., purchased sixteen loans with an aggregate unpaid principal balance of $187.5 million at par from Lument Structured Finance (“LSF”), an affiliate of the Manager, and our subsidiary, Lument Commercial Mortgage Trust, purchased seven loans with an aggregate unpaid principal balance of $82.0 million at par from LSF.

On April 26, 2022, we entered into a director designation agreement with Lument IH, an affiliate of the Manager, which owned an aggregate of 14,318,614 shares of our common stock as of April 17, 2023, representing approximately 27.4% of our outstanding common stock as of that date. Pursuant to the director designation agreement, Lument IH has designated, and we have nominated, James P. Flynn and Marie D. Reynolds for election to our board of directors at the Annual Meeting. The director designation right granted to Lument IH will expire at such time as Lument IH’s beneficial ownership of our common stock is less than 5%.

In January 2020, we entered into a registration rights agreement with Lument IH pursuant to which we provided Lument IH and its affiliated transferees with certain demand and piggyback registration rights in respect of shares of the Company’s common stock that Lument IH owns or may acquire from time to time.

We entered into a shareholder agreement with Hunt Companies Equity Holdings, LLC (“HCEH”), an affiliate of the Hunt Companies, LLC, pursuant to which, we granted HCEH the right to designate one designee to our board of directors. The right granted to HCEH expires at such time as HCEH’s and its affiliates beneficial ownership of our common stock is less than 5%. Pursuant to the shareholder agreement, HCEH has designated, and we have nominated, James C. Hunt for election to our board of directors at the Annual Meeting.

We have entered into a registration rights agreement with HCEH, pursuant to which we agreed to register the resale of shares of common stock owned by HCEH. Pursuant to the registration rights agreement, we provided HCEH and its affiliated transferees with certain demand and piggyback registration rights in respect of shares of our common stock owned or subsequently acquired by them.

In February 2022, we closed a rights offering in which Lument IH oversubscribed and purchased a total of 13,071,895 shares of our common stock in the rights offering, HCEH oversubscribed and purchased a total of 3,524,851 shares of our common stock and James C. Hunt, a member of our board of directors, over-subscribed and purchased a total of 334,946 shares of our common stock. All such shares were purchased from us by these parties at the subscription price of $3.06 per share.

In connection with the closing of the rights offering, our board of directors: (i) waived the aggregate stock ownership limit and the common stock ownership limit (each as defined in our charter) for Lument IH, designated Lument IH as an excepted holder (as defined in our charter) and established an excepted holder limit (as defined in our charter) of 27.4% for Lument IH; (ii) increased the excepted holder limit previously established for Mr. Hunt and HCEH from 11.8% to 14.0%; and (iii) decreased the aggregate stock ownership limit, the common stock ownership limit and the Series A ownership limit (as defined in our charter) for persons other than excepted holders and Series A excepted holders (as defined in our charter), as applicable, from 9.8% to 8.75%.

Pursuant to an amended and restated board observer rights letter agreement, dated January 21, 2018, we agreed with XL Investments Ltd (“XL Investments”) that, for so long as XL Investments and its affiliates collectively beneficially own at least 9.8% of our issued and outstanding common stock (on a fully diluted basis), XL Investments would have the right to appoint an observer to attend all board of directors’ meetings but such observer will have no right to vote at any such meeting. We also agreed to indemnify the board observer to the same extent as our directors. As a result of our February 2022 rights offering, XL Investments’ beneficial ownership fell below 9.8% and XL Investments ceased having board observation rights. XL Investments merged with and into XL Bermuda on 30 September 2021 (the “Merger”). As a result of the Merger, the property of XL Investments became the property of XL Bermuda as the surviving company.

We have entered into a registration rights agreement with XL Investments and certain other holders pursuant to which we agreed to register the resale of shares of common stock owned by XL Investments and its transferees. These holders were provided with certain demand, piggyback and shelf registration rights. On April 29, 2016, we filed a shelf registration statement for the registrable securities held by XL Investments and certain other holders, which the SEC declared effective on July 20, 2016.

Our charter and bylaws provide indemnification for our directors and officers to the fullest extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify and to pay or reimburse reasonable

expenses in advance of final disposition of a proceeding to (1) any individual who is a present or former director or officer of ours or (2) any individual who, while a director or officer of ours and at our request, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity. We have the power, with the approval of our board of directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of ours in any of the capacities described in (1) or (2) above and to any employee or agent of ours or a predecessor of ours. However, the Maryland General Corporation Law (“MGCL”) prohibits us from indemnifying a director or officer for any act or omission if:

In addition, under the MGCL, we may not indemnify a director or officer in a suit by us or in our right in which the director or officer was adjudged liable to us or in a proceeding in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. However, indemnification with respect to any proceeding by us or in our right or in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received shall be limited to expenses. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that a personal benefit was improperly received.

We have entered into indemnification agreements with each of our directors and executive officers that would provide for indemnification to the maximum extent permitted by Maryland law. The above-described limitation of liability and indemnification may be held not to be enforceable for violations of the federal securities laws of the United States.

The audit committee charter provides that the audit committee of our board of directors shall pre-approve all audit services, audit-related tax services and other permitted services to be performed for us by our independent registered public accounting firm and the related fees. Pursuant to its charter and in compliance with rules of the SEC and Public Company Accounting Oversight Board, the audit committee has established a pre-approval policy and procedures that require the pre-approval of all services to be performed by the independent registered public accounting firm. The independent registered public accounting firm may be considered for other services not specifically approved as audit services or audit-related services and tax services so long as the services are not prohibited by SEC or PCAOB rules and would not otherwise impair the independence of the independent registered public accounting firm. During 2022, all of the above services were approved by the audit committee in accordance with this policy.

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate all or portions of future filings, including this Proxy Statement, with the SEC, in whole or in part, the Report of the Audit Committee of our board of directors shall not be deemed to be incorporated by reference into any such filing or deemed to be “soliciting material” or “filed” with the SEC under the Securities Act or the Exchange Act, or subject to the liabilities of Section 18 of the Exchange Act. In addition, this Proxy Statement includes certain website addresses intended to provide inactive, textural references only. The information on these websites shall not be deemed part of this Proxy Statement.

New York, New York

April 28, 2023