DEF 14A of Invesco Mortgage Capital Inc.
Filed Mar 22, 20240001193125-24-074556
Information about Director nominees
Information about Director nominees The Board believes that each of these nominees is qualified to serve as a director of the company and, in addition to the skills listed in the table on page 2, the specific qualifications of each nominee that were considered by the Board follow each nominee’s biographical description.
Director nominees for 2024
Director nominees for 2024
Director nominees for 2024
| John S. Day Chair, Non-executive director Age Tenure 75 15 Years Current Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Financial Services/Capital Markets • Mortgage Industry/MBS • Executive Leadership • Risk Management • Accounting and Financial Reporting • Corporate Governance • Other Public Company Board Experience | John S. Day John S. Day has served as Chair of the board since May 2023, having previously served as Chair of the Audit Committee since 2009. Mr. Day was previously with Deloitte & Touche LLP from 2002 until his retirement in 2005. Prior to joining Deloitte & Touche LLP, Mr. Day was with Arthur Andersen LLP from 1976 to 2002. Mr. Day received a B.A. degree from the University of North Carolina and an M.B.A. from Harvard Business School. Director qualifications • Accounting and financial reporting expertise: Mr. Day has amassed extensive experience in finance and accounting, having served for nearly three decades at two of the world’s largest accounting firms. In keeping with his experience, Mr. Day is recognized by the Board as an audit committee financial expert under the Securities and Exchange Commission (“SEC”) rules. • Public and private company board experience: Mr. Day served on the board of Lenbrook Square Foundation, Inc., from 2007 to 2019, where he was Chairman of the Board from 2012 to 2014 and was a member of the Finance and Governance and Nominating Committees. From September 2007 to December 2011, Mr. Day served on the board of directors of Force Protection, Inc., where he was the Chairman of the Audit Committee, and from 2010 to 2014, Mr. Day served on the board of Edens Investment Limited Partnership, where he was Chairman of the Audit Committee. |
Director nominees for 2024
| Carolyn L. Gibbs Executive Director Age Tenure 62 >1 Year Qualifications: • Financial Services/Capital Markets • Mortgage Industry/MBS • Executive Leadership • Risk Management | Carolyn L. Gibbs Carolyn L. Gibbs has served as a director since September 2023. She has served as the Global Head of Investments Engagement and Services for Invesco since March 2023, with areas of responsibility including ESG, Global Thought Leadership and the Global Investors’ Forum, an initiative for Invesco’s multiple investment teams. She is a member of Invesco’s Global Investments Leadership team and a member of the Americas Executive Leadership team. Ms. Gibbs previously served as Head of Investments Engagement from 2017 to February 2023. Ms. Gibbs joined Invesco in 1992 as a fixed income analyst and has served in fixed income portfolio management and leadership roles during her tenure. She earned a BA degree in English, magna cum laude, from Texas Christian University, and an MBA in finance from the Wharton School of the University of Pennsylvania. Ms. Gibbs is a Chartered Financial Analyst. Director qualifications • Executive leadership, financial services/capital markets and mortgage industry/ MBS experience: Ms. Gibbs has over 30 years of fixed-income industry experience, including as an investment professional and in a series of senior management positions at Invesco. Ms. Gibbs’ deep experience with the fixed income and institutional investment products, including mortgage-backed securities, and her leadership of Invesco’s business in these areas provides the Board with great insight into issues facing the industry. |
Director nominees for 2024
| Carolyn B. Handlon Non-executive director Age Tenure 66 7 Years Current Committees: • Audit (Chair) • Compensation • Nomination and Corporate Governance Qualifications: • Financial Services/Capital Markets • Mortgage Industry/MBS • Executive Leadership • Risk Management • Accounting and Financial Reporting • Corporate Governance • Other Public Company Board Experience | Carolyn B. Handlon Carolyn B. Handlon has served as a director since 2017 and as Chair of the Audit Committee since 2023, having previously served as Chair of the Compensation Committee since 2018. Ms. Handlon retired from Marriott International (“Marriott”) in April 2022 where she held several leadership roles during her 35 years with the company, including serving as EVP & Global Treasurer for the last 17 years with areas of responsibility including financial strategy, financial risk management, global capital markets, hotel finance and mortgage banking. In that role, Ms. Handlon oversaw the financial health and strategy of Marriott, global investing and deal evaluations, ensuring the financial integrity of global investment opportunities. Prior to joining Marriott in 1987, Ms. Handlon worked for the Overseas Private Investment Corporation and Continental Illinois Bank. She holds a B.A. from Virginia Polytechnic Institute and State University and a M.B.A. from Indiana University. Director qualifications • Financial services/capital markets and accounting and financial reporting expertise: Ms. Handlon was one of the key leaders at Marriott in the structuring of business combinations, spin-offs and joint ventures. Her record of successfully navigating turbulent economic recessions and capital market crises, preserving liquidity and financial stability for Marriott demonstrates her financial acumen and expertise. Ms. Handlon is recognized by the Board as an audit committee financial expert under the SEC rules. • Public and private company board experience: Ms. Handlon has served on the board of Science Applications International Corporation (“SAIC”) since 2022 and is a member of SAIC’s Audit and Nominating/Governance Committees. She was appointed to the board of directors of Apple Hospitality REIT, Inc. (“APLE”) effective March 1, 2023 and is a member of APLE’s Audit and Nominating/Governance Committees. She is a member of the Economic Club of Washington, National Association of Corporate Directors and Women Corporate Directors. |
Director nominees for 2024
| Katharine W. Kelley Non-executive director Age Tenure 60 1 Year Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Corporate Governance • Mortgage Industry/MBS • Executive Leadership • Risk Management | Katharine W. Kelley Katharine W. Kelley is Owner and President of Green Street Properties, an Atlanta-based real estate development and consulting firm focused on creating urban infill, mixed-use properties. From 2016-2018, Ms. Kelley served as Executive Vice President-Development for Newport, an international private equity and real estate development firm. Prior to that, she served as Managing Director at Jamestown, an international real estate private equity firm, and Senior Vice President-Development at Post Apartment Development, a multifamily and mixed-use real estate development firm. Ms. Kelley received a Bachelor of Arts degree from the University of North Carolina at Chapel Hill, a Master of Science degree in Real Estate Development from Columbia University, and a Master of Business Administration from Harvard University. Director qualifications • Corporate governance, mortgage industry and executive leadership: Ms. Kelley has over 30 years of experience in urban infill, mixed-use and residential development, leading the development of more than $2 billion of properties while serving in senior positions, contributing multifamily residential and commercial real estate expertise to our board. She is nationally recognized for creative, catalytic development, product innovation and leadership of mixed-use projects. Ms. Kelley has served as a member of the Governance and Nominating Committee of The Westminster Schools since 2013, serving as its chair from 2013 through 2021. |
Director nominees for 2024
| Don H. Liu Non-executive director Age Tenure 62 2 Years Current Committees: • Audit • Compensation • Nomination and Corporate Governance (Chair) Qualifications: • Executive leadership • Risk Management • Accounting and Financial Reporting • Corporate Governance • Technical–Government, legal and regulatory | Don H. Liu Don H. Liu has served as a director since 2022 and as Chair of the Nomination and Corporate Governance Committee since 2023. Mr. Liu is the Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary of Target Corporation (“Target”). Prior to joining Target in 2016, Mr. Liu served in diverse leadership roles working across multiple business sectors and functional areas at Xerox as Executive Vice President, General Counsel and Corporate Secretary; Toll Brothers as Senior Vice President, General Counsel and Chief Compliance Officer; IKON Office Solutions as Corporate Compliance Officer and Chair of IKON Diversity Council; and Aetna U.S. Healthcare as Deputy Chief Legal Officer. Prior to becoming in-house counsel, he served as an associate at two New York City law firms specializing in securities and mergers and acquisitions. Mr. Liu received his B.A. degree from Haverford College and earned his J.D. from Columbia University School of Law. Director qualifications • Corporate governance, executive leadership and technical expertise: Mr. Liu serves on the Executive Leadership Team at Target and is accountable for all of Target’s legal, compliance, ethics and corporate security functions. Throughout his career, he has advised his board of directors on global strategic matters such as mergers and acquisitions, business development and risk management. He has been a consistent key player in the development of Diversity, Equity and Inclusion and Environmental, Social and Governance (“ESG”) strategies and governance protocols for his companies, including the establishment and becoming the first chair of the IKON Diversity Council and the formation of the Target board’s ESG and related governance framework. |
Director nominees for 2024
| Dennis P. Lockhart Non-executive director Age Tenure 77 7 Years Current Committees: • Audit • Compensation (Chair) • Nomination and Corporate Governance Qualifications: • Financial Services/Capital Markets • Executive Leadership • Risk Management • Accounting and Financial Reporting • Other Public Company Board Experience | Dennis P. Lockhart Dennis P. Lockhart has served as a director since 2017 and as Chair of the Compensation Committee since 2023. Mr. Lockhart is the immediate past President and Chief Executive Officer of the Federal Reserve Bank of Atlanta, a position he held from 2007 until his retirement in 2017. In addition, he served on the U.S. Federal Reserve’s chief monetary policy body, the Federal Open Market Committee, from 2007 to 2017. He currently serves as a director of The Beneficient Company Group, Prime Revenue Inc., and PayPal Digital Inc. Mr. Lockhart is a Distinguished Professor of Practice at the Sam Nunn School of International Affairs at the Georgia Institute of Technology. Mr. Lockhart served on the faculty of Georgetown University’s School of Foreign Service from 2003 to 2007, and as an adjunct professor at Johns Hopkins University’s School of Advanced International Studies from 2002 to 2007. During his academic service, Mr. Lockhart was Chairman of the Small Enterprise Assistance Funds. Earlier, he was a managing partner at Zephyr Management LP, president of Heller International Group, Chairman of the advisory committee of the U.S. Export-Import Bank, and held various positions with Citigroup (formerly Citicorp/Citibank). Mr. Lockhart received a B.A. from Stanford University, a Master’s in international economics and American foreign policy from Johns Hopkins University, and an honorary doctoral degree from Georgia State University. Mr. Lockhart served as an officer in the U.S. Marine Corps Reserve from 1968 to 1974. Director qualifications • Executive leadership, financial services/capital markets and economic policy experience: Mr. Lockhart brings a wealth of finance and economic policy experience to the Board given his 10 years of service with the U.S. Federal Reserve Bank system, including monetary policy and economic regulation and his perspectives and insight in those areas greatly benefits the Board. Importantly, Mr. Lockhart also has more than 30 years of experience in the private financial sector, which also greatly benefits the Board. • Civic and policy organization experience: Mr. Lockhart also brings valuable perspectives and experience to the Board given his service on various non-profit organizations, governance and advisory boards. |
Director nominees for 2024
| Beth A. Zayicek Executive Director Age Tenure 43 3 Years Qualifications: • Financial Services/Capital Markets • Mortgage Industry/MBS • Executive leadership • Risk Management • Other Public Company Board Experience | Beth A. Zayicek Ms. Zayicek has served as a director since 2021. Ms. Zayicek has served as the Chief Operating Officer of Private Markets for Invesco since 2019 and has worked in Invesco Real Estate, the real estate investment center of Invesco, since 2008. She is a member of Invesco Real Estate’s Global Executive Committee and Asia Investment Committee. Ms. Zayicek previously served as Invesco Real Estate’s Chief Operating Officer from 2017 to 2019 and senior director of investment analytics from 2013 to 2016. She has also served on Invesco Real Estate’s portfolio management and acquisition teams and as a member of its North American Investment Committee. Prior to joining Invesco Real Estate, Ms. Zayicek served as a member of the corporate and investment banking analyst program and real estate private equity group at KeyBank. Ms. Zayicek also currently serves as Chief Operating Officer and a director of Invesco Real Estate Income Trust Inc. and Invesco Commercial Real Estate Finance Trust, Inc., both non-listed REITS. Ms. Zayicek earned a B.S. in Management with a concentration in Finance from Case Western Reserve University. Director qualifications • Executive leadership, financial services/capital markets and mortgage industry/ MBS experience: Ms. Zayicek has extensive experience in the real estate and private markets industries. Her in-depth understanding of the asset management business as it specifically relates to real estate that she has obtained throughout her career and particularly as serving as the Chief Operating Officer of Invesco Private Markets is an invaluable resource for the company and the Board. |
Information about the Board and its committees
Information about the Board and its committees
Director compensation
Director compensation A member of our Board of Directors who is also an employee of Invesco is referred to as an executive director. Executive directors do not receive compensation for serving on our Board of Directors. Under the terms of its charter, the Compensation Committee annually reviews and determines the compensation paid to non-executive directors. In reviewing and making recommendations on non-executive director compensation, the Compensation Committee considers, among other things, the following policies and principles:
Director compensation
| • | that the compensation should fairly pay the directors for the work, time commitment and efforts required by directors of an organization of the company’s size and scope of business activities, including service on Board committees; |
Director compensation
| • | that a component of the compensation should be designed to align the directors’ interests with the long-term interests of the company’s stockholders; and |
Director compensation
| • | that directors’ independence may be compromised or impaired for Board or committee purposes if director compensation exceeds customary levels. |
Director compensation
As a part of its annual review, the Compensation Committee engaged Ferguson Partners Consulting L.P. as its independent third-party consultant to report on comparable non-executive director compensation practices and levels. Their report included a review of director compensation at peer company mortgage REITs with an investment focus in the company’s target assets. Non-executive director compensation for the 2023 service period is set forth below.
Director compensation
| Base fee | The annual base fee was set at $85,000 and was paid in quarterly installments in arrears. | | Equity award | Each non-executive director received an annual equity award in the amount of $95,000, payable in shares of our common stock. This award is granted on an annual basis in advance of service in the form of restricted shares of common stock that vest on the one year anniversary of the date of grant. | | Chair fee | The Chair of the Board received an additional annual cash fee of $45,000. | | Audit Committee Chair fee | The Chair of the Audit Committee received an additional annual cash fee of $20,000. | | Compensation Committee Chair fee | The Chair of the Compensation Committee received an additional annual cash fee of $10,000. | | Nomination and Corporate Governance Committee Chair fee | The Chair of the Nomination and Corporate Governance Committee received an additional annual cash fee of $10,000. |
Director compensation
We also reimburse each of our non-executive directors for their travel expenses incurred in connection with attendance at Board of Directors and committee meetings. Non-executive directors do not receive any meeting or attendance fees. The company does not have a deferred compensation plan for its directors. In November 2023, the Compensation Committee approved an increase in the base fee from $85,000 to $95,000 per year for the 2024 service period. There were no other changes to the non-executive director compensation for the 2024 service period. Stock ownership policy for non-executive directors — Our non-executive directors are subject to the Non-Executive Director Stock Ownership Policy. The policy requires that within five years of the later of the effective date of the policy or the date of such director’s first appointment as a non-executive director, each non-executive director achieve and thereafter maintain an ownership level of at least the lesser of (i) a number of shares equal to the fair market value of three times the annual cash retainer paid to the non-executive director or (ii) 8,000 shares. Until such ownership level is achieved, each non-executive director is required to hold 100% of the shares received as compensation from the company.
Non-executive director stock ownership
| Director compensation table | | | | | The following table sets forth the compensation paid to our non-executive directors during 2023. | | | | | Name | Fees earned or paid in cash ($)(1) | Share awards ($)(2) | Total ($) | | John S. Day | 114,873 | 94,997 | 209,870 | | Carolyn B. Handlon | 98,949 | 94,997 | 193,946 | | Katharine W. Kelley | 49,583 | 112,581 | 162,164 | | Don H. Liu | 88,949 | 94,997 | 183,945 | | Dennis P. Lockhart | 88,949 | 94,997 | 183,945 | | Retired Directors(3) | | | | | Edward J. Hardin | 116,812 | - | 116,812 | | James R. Lientz, Jr. | 85,362 | - | 85,362 |