DEF 14A of Invesco Mortgage Capital Inc., Mar 20, 2026

DEF 14A of Invesco Mortgage Capital Inc.

Filed Mar 20, 20260001193125-26-116844

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  1. 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 3, the specific qualifications of each nominee that were considered by the Board follow each nominee’s biographical description.

  2. Director nominees for 2026

    Director nominees for 2026

  3. Director nominees for 2026

    | Don H. Liu Chair, Non-executive director Age Tenure 64 4 Years Current Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Executive Leadership • Risk Management • Accounting and Financial Reporting • Corporate Governance • Public Company Executive • Technical–Government, legal and regulatory | Don H. Liu Don H. Liu has served as Chair of our Board since November 4, 2025, after having previously served as Chair of the Nomination and Corporate Governance Committee since 2023. Mr. Liu was elected to the Board in 2022. He was appointed Group Chief Legal Officer of Flutter Entertainment (NYSE FLUT) in April 2025. Mr. Liu served as the Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary of Target Corporation (NYSE: TGT) from 2016 through August 2024 and as a Special Advisor to Target from August 2024 to April 2025. 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, public company executive, executive leadership and technical expertise: Mr. Liu serves on the executive leadership team at Flutter, overseeing legal, compliance, ethics and the corporate secretary functions. He served in a similar leadership capacity at Target. 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. Mr. Liu’s depth and breadth of corporate governance, board and public company executive experience uniquely qualify him to provide guidance to our company. |

  4. Director nominees for 2026

    | Robert L. Fleshman Non-executive director Age Tenure 64 1 Year Committees: • Audit (Chair) • Compensation • Nomination and Corporate Governance Qualifications: • Financial Services/Capital Markets • MBS/Fixed Income/ Mortgage Industry • Executive Leadership • Risk Management • Accounting and Financial Reporting • Technical–Government, legal and regulatory | Robert L. Fleshman Robert L. Fleshman was appointed as a director on November 8, 2024 and as Chair of the Audit Committee effective January 1, 2026. Mr. Fleshman served as a Partner at Deloitte & Touche LLP from 2002-June 2024, leading and advising on complex audit engagements across diverse sectors, particularly in real estate and financial services. During his tenure at Deloitte, he served for six years as the Real Estate Practice Leader for Deloitte’s Southeastern Real Estate Practice and for seven years as the Audit Practice Leader for Deloitte’s Georgia and Alabama operation. Prior to joining Deloitte, Mr. Fleshman was a Partner at Arthur Andersen LLP. Mr. Fleshman is a former Deloitte representative on NAREIT’s Best Financial Practices Committee. He holds a B.S. in Accounting from Virginia Tech and is a Certified Public Accountant (CPA). Director qualifications • Accounting and financial reporting, mortgage industry expertise: Mr. Fleshman brings extensive experience in finance and accounting in the REIT and financial services space, serving in leadership positions in Deloitte’s real estate practice and audit practice. His experience as lead audit partner for operating and mortgage REITs will contribute significantly to the company’s Audit Committee. Mr. Fleshman is recognized by the Board as an audit committee financial expert under SEC rules. |

  5. Director nominees for 2026

    | Katharine W. Kelley Non-executive director Age Tenure 62 3 Years Committees: • Audit • Compensation (Chair) • Nomination and Corporate Governance Qualifications: • MBS/Fixed Income/ Mortgage Industry • Executive Leadership • Risk Management • Corporate Governance • Technical–Government, legal and regulatory | Katharine W. Kelley Katharine W. Kelley has served as a director since 2023 and as Chair of the Compensation Committee since May 2025. Ms. Kelley has served as the Chief Executive Officer of The Buckhead Coalition and Buckhead Community Improvement District since January 5, 2026. Previously, Ms. Kelley was 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 on the Board of Trustees of The Westminster Schools since 2008, serving as Board Chair from 2022-2025, and Chair of the Governance and Nominating Committee from 2013-2021. Ms. Kelley’s real estate industry and executive leadership experience provide valuable insights to the Board. |

  6. Director nominees for 2026

    | Stephanie J. Larosiliere Executive director Age Tenure 44 <1 Year Qualifications: • Financial Services/Capital Markets • MBS/Fixed Income/ Mortgage Industry • Risk Management | Stephanie J. Larosiliere Stephanie Larosiliere was appointed as a director effective March 6, 2026. Ms. Larosiliere has served as Head of Business Strategy and Development for Invesco Fixed Income (IFI) across North America and Asia Pacific since 2026. Prior to that, Ms. Larosiliere served as Head of Business Strategy and Development for IFI for North America (2024-2025) and as Head of Municipal Business Strategies & Development (2019-2024). In her current role, Ms. Larosiliere oversees the commercial strategy for the fixed income platform spanning global liquidity, stable value, global debt, emerging markets, investment grade, municipal debt, and structured debt products. Ms. Larosiliere leads a team of client portfolio professionals responsible for strategic business development, client engagement and retention across IFI’s full platform. Ms. Larosiliere closely partners with investment leadership and distribution teams to align capabilities with market demand, drive product innovation and strengthen the platform’s competitive positioning across institutional and wealth channels globally. Ms. Larosiliere joined Invesco in 2011 as a senior product manager supporting the municipal and convertible businesses. Prior to joining Invesco, Ms. Larosiliere served as a vice president in the Goldman Sachs Asset Management fixed income product management team, where she was responsible for portfolio analysis, product development, client retention, and marketing. Ms. Larosiliere also worked as an institutional product management associate for Brown Brothers Harriman and as a risk management analyst with JPMorgan Chase. Ms. Larosiliere earned a BBA degree in finance and investments from Baruch College of the City University of New York. Ms. Larosiliere holds the Series 7 and 24 registrations. Director qualifications • Financial services/capital markets, fixed income and strategic business development/ product management experience: Ms. Larosiliere has over 20 years of fixed-income industry experience, including as an investment professional and in a series of positions at Invesco. Ms. Larosiliere brings deep experience in fixed-income markets and institutional investor engagement, including the strategic commercialization of fixed-income products, which will provide the Board with meaningful contributions and strategic insights into stockholder engagement. |

  7. Director nominees for 2026

    | Wes McMullan Non-executive director Age Tenure 62 1 Year Current Committees: • Audit • Compensation • Nomination and Corporate Governance (Chair) Qualifications: • Financial Services/Capital Markets • MBS/Fixed Income/ Mortgage Industry • Executive Leadership • Risk Management • Corporate Governance • Accounting and Financial Reporting • Technical–Government, legal and regulatory | W. Wesley (“Wes”) McMullan Wes McMullan was appointed as a director in 2024 and has served as Chair of the Nomination and Corporate Governance Committee since November 4, 2025. Mr. McMullan served as the President and CEO of the Federal Home Loan Bank of Atlanta (“FHLBank Atlanta”), a government-sponsored enterprise, from 2010 until his retirement in 2021, concluding a 33-year career at the FHLBank Atlanta in significant leadership capacities. His expertise encompasses a broad range of financial disciplines, including banking, MBS and mortgage-related assets, SEC regulatory compliance, asset and liability management, portfolio management, derivatives, and financial operations/systems integration. Mr. McMullan has served on the board of directors of TCB Corporation and Countybank since 2022, with previous board service as Vice Chair of FHLBank’s Office of Finance and Vice Chair of Pentegra, Inc. Mr. McMullan is a chartered financial analyst and earned a B.S. in finance from Clemson University. Director qualifications • Executive leadership, financial services/capital markets and MBS/fixed Income/ mortgage industry experience: Mr. McMullan’s experience trading and managing mortgage-backed securities and mortgage-related assets and the related risk management and hedging strategies during various economic cycles, as well as his experience as CEO of a government sponsored enterprise, will bring significant contributions, oversight and perspectives to the Company’s board and its current strategic focus and core portfolio. |

  8. Director nominees for 2026

    | Robert B. Waldner Executive director Age Tenure 61 <1 Years Qualifications: • Financial Services/Capital Markets • MBS/Fixed Income/ Mortgage Industry • Executive Leadership • Risk Management • Public Company Executive | Robert B. Waldner Robert B. Waldner was appointed as a director effective June 24, 2025. Mr. Waldner is Chief Strategist and Head of Macro Research for Invesco Fixed Income (“IFI”). Mr. Waldner chairs the IFI Investment Strategy team at Invesco and is responsible for oversight of the overall IFI investment process. He oversees portfolio risk monitoring and review for IFI portfolios. Mr. Waldner also leads overall investment and business strategy for IFI Macro portfolio management teams including Global, Emerging Markets and Invesco’s Macro Alpha teams. Prior to joining Invesco in 2013, Mr. Waldner worked with Franklin Templeton for 17 years. At Franklin Templeton, he was a senior strategist and senior portfolio manager. He was the lead manager for Franklin absolute return strategies and a member of the Fixed Income Policy Committee. Previously, Mr. Waldner was a member of the macro team at Omega Advisors and a portfolio manager with Glaxo (Bermuda) Ltd. He entered the industry in 1986. Mr. Waldner earned a BSE degree in civil engineering from Princeton University, graduating magna cum laude in 1986. He is a Chartered Financial Analyst® (CFA) charterholder. Director qualifications • Mr. Waldner’s deep macroeconomic experience and experience with fixed income products, along with his strategic leadership role at Invesco in these areas, provides the Board with great insight into the Company’s core portfolio. |

  9. Information about the Board and its committees

    Information about the Board and its committees

  10. 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:

  11. 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; |

  12. 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 |

  13. Director compensation

    | • | that directors’ independence may be compromised or impaired for Board or committee purposes if director compensation exceeds customary levels. |

  14. 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 2025 service period is set forth below.

  15. Director compensation

    | Base fee | The annual base fee was set at $105,000 and was paid in quarterly installments in arrears. | | Equity award | Each non-executive director received an annual equity award in the amount of $105,000, 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 $50,000. | | 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. |

  16. 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 2025, the Compensation Committee approved the same amounts as set forth above for non-executive director compensation for the 2026 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.

  17. Non-executive director stock ownership

    | Director compensation table | | | | | The following table sets forth the compensation paid to our non-executive directors during 2025. | | | | | Name | Fees earned or paid in cash ($)(1) | Share awards ($)(2) | Total ($) | | Robert L. Fleshman | 92,690 | 104,995 | 197,685 | | Carolyn B. Handlon | 122,500 | 104,995 | 227,495 | | Katharine W. Kelley | 106,511 | 104,995 | 211,506 | | Don H. Liu | 112,500 | 104,995 | 217,495 | | W. Wesley McMullen | 102,500 | 104,995 | 207,495 | | Retired Directors | | | | | John S. Day(3) | 151,250 | 104,995 | 256,245 | | Dennis P. Lockhart(4) | 66,374 | – | 66,374 |