DEF 14A of Orchid Island Capital, Inc., Apr 25, 2024

DEF 14A of Orchid Island Capital, Inc.

Filed Apr 25, 2024 · FY20230001437749-24-013186

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Pursuant to our corporate charter, holders of our common stock elect each of the members of the Board of Directors annually. The Board has set six directors as the number to be elected at the Annual Meeting and has nominated the individuals named below. All nominees are currently directors of the Company and have been previously elected by our stockholders. Each nominee has been nominated by the Nominating and Corporate Governance Committee of the Board of Directors, in accordance with our bylaws, to stand for re-election at the Annual Meeting and to hold office until our annual meeting to be held in 2025 and until his or her successor is duly elected and qualified. It is expected that each of the nominees will be able to serve, but if any such nominee is unable to serve for any reason, the proxies reserve discretion to vote or refrain from voting for a substitute nominee or nominees. A common stockholder using the enclosed form of proxy can vote for or against any or all of the nominees or may abstain from voting for any or all of the nominees. We believe that all of our director nominees possess the personal and professional qualifications necessary to serve as a member of our Board of Directors. Our directors have been evaluated by the Nominating and Corporate Governance Committee pursuant to the guidelines described below under “Nominating and Corporate Governance Committee,” and the determination was made that each of them fulfills and exceeds the qualities that we look for in members of our Board of Directors. Messrs. Cauley and Haas are affiliates of our Manager. The Board has determined that each of our director nominees, other than Messrs. Cauley and Haas, is an independent director as discussed below under “Director Independence.” The information set forth below is current as of April 25, 2024 with respect to each nominee for election at the Annual Meeting. The business address of each nominee is Orchid Island Capital, Inc., 3305 Flamingo Dr., Vero Beach, Florida 32963. We have highlighted specific attributes for each Board member below. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL DIRECTOR NOMINEES.

  2. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR

  3. ROBERT E. CAULEY, CFA

    ROBERT E. CAULEY, CFA Chairman, President and Chief Executive Officer Director since August 2010 Age 65 Mr. Cauley has been our Chairman, President and Chief Executive Officer (“CEO”) since August 2010 and is the President, Chairman and CEO of our Manager. Mr. Cauley co-founded Bimini Capital Management, Inc. (“Bimini”) in 2003 and has served as its CEO and Chairman of the Board of Directors since April 2008. He served as Vice-Chairman, Chief Financial Officer and Chief Investment Officer prior to April 2008. Prior to co-founding Bimini in 2003, Mr. Cauley was a vice president and portfolio manager at Federated Investors in Pittsburgh from 1996 to 2003. Prior to 1996, Mr. Cauley was a member of the ABS/MBS structuring desk at Lehman Brothers from 1994 to 1996 and a credit analyst at Barclays Bank, PLC from 1992 to 1994. Mr. Cauley is a CPA (inactive status) and served in the United States Marine Corps for four years. We believe that Mr. Cauley should continue to serve as a member of our Board of Directors due to his experience managing a publicly-traded REIT and his career as a RMBS portfolio manager.

  4. GEORGE H. HAAS, IV

    GEORGE H. HAAS, IV Chief Financial Officer and Chief Investment Officer Director since August 2010 Age 47 Mr. Haas has been our Chief Financial Officer and Chief Investment Officer since August 2010 and has served on our Board of Directors since August 2010. Mr. Haas is the Chief Investment Officer and Chief Financial Officer of our Manager. Mr. Haas has been the President, Chief Investment Officer and Chief Financial Officer of Bimini since April 2008. Prior to assuming those roles with Bimini, he was Bimini’s Senior Vice President and Head of Research and Trading. Mr. Haas joined Bimini in May 2004 as Vice President and Head of Mortgage Research. He has over 23 years of experience in the mortgage industry and has managed trading operations for the portfolio since his arrival in May 2004. Mr. Haas has approximately 14 years of experience as a member of senior management of a publicly-traded REIT. He has also been a member of the Board of Managers of Royal Palm Capital, LLC since 2007. Prior to joining Bimini, Mr. Haas worked in the mortgage industry at both National City Mortgage and Homeside Lending, Inc. We believe that Mr. Haas should continue to serve as a member of our Board of Directors due to his experience as the Chief Financial Officer of a publicly-traded REIT and his experience in the mortgage industry.

  5. W COLEMAN BITTING

    W COLEMAN BITTING Director since February 2013 Mr. Bitting has maintained a private consulting practice focused on REITs since July 2007. Mr. Bitting was a Founding Partner and Head of Corporate Finance at Flagstone Securities (“Flagstone”), a leading investment bank that specialized in mortgage REITs and finance companies, from 2000 to February 2007. Flagstone managed more than 40 equity offerings raising more than $5 billion of equity capital. Flagstone helped clients build investment and liability management practices. Prior to Flagstone, Mr. Bitting held senior equity research positions at Stifel, Nicholas & Co. Inc. and Kidder, Peabody & Co., Inc. Due to his significant capital markets experience and experience analyzing and advising REITs, we believe Mr. Bitting should continue to serve as a member of our Board of Directors.

  6. FRANK P. FILIPPS

    FRANK P. FILIPPS From 2005 to July 2008, Mr. Filipps served as the Chairman and Chief Executive Officer of Clayton Holdings, Inc., a mortgage services company, leading it through its initial public offering and listing on the Nasdaq, as well as its subsequent sale. Prior to that, Mr. Filipps was employed by the Radian Group, Inc., spending two years as Senior Vice President and Chief Financial Officer, one year as Executive Vice President and Chief Operating Officer and 10 years as Chairman and Chief Executive Officer. In his time with the Radian Group, Inc., Mr. Filipps led the company through its initial public offering and listing on the NYSE. Prior to his tenure with the Radian Group, Inc., Mr. Filipps spent 17 years with American International Group, Inc. (“AIG”) (NYSE: AIG), where he held multiple Vice President-level positions and was the President, Chief Executive Officer and founder of AIG Capital Corporation, the first non-insurance financial company within AIG, which focused on interest rate swaps, foreign exchange and equity arbitrage and leveraged buyout bridge financing. Mr. Filipps has served as a director and the chair of the audit committee of Impac Mortgage Holdings, Inc. (NYSE Amex: IMH) since 1995, as a director of Primus Guaranty, Ltd. (NYSE: PRSG) from 2002 through 2014 and as chair of its compensation committee from 2002 to 2006 and its nominating and corporate governance committee from 2007 to 2011. Mr. Filipps has also served as a director of Ready Capital Corporation (f/k/a Sutherland Asset Management Corp.) (NYSE: RC) since 2014, and as chair of its audit committee since 2016. He also served as a director and chairman of the governance committee of Fortegra Financial Corp. (NYSE: FRF) from 2010 through 2014 and as chair of its nominating and governance committee from 2010 to 2011 and its compensation committee from 2012 through 2014. Due to his financial and business expertise, diversified management background, extensive experience with real estate-related and mortgage services companies, and experience as a director of other public companies, we believe Mr. Filipps should continue to serve as a member of our Board of Directors.

  7. AVA L. PARKER

    AVA L. PARKER Director since February 2013 Age 61 In 2015, Ms. Parker was appointed as the 5th President, and the first female president, of Palm Beach State College. Palm Beach State serves over 40,000 students annually and offers Bachelor's and Associate's degrees, and awards technical certificates. Prior to her appointment to Palm Beach State College, she served as the Executive Vice President and Chief Operating Officer of Florida Polytechnic University from 2012-2015. On March 30, 2022, Ms. Parker was appointed to the board of directors of MasTec, Inc. (NYSE: MTZ), a publicly traded infrastructure construction company. From 2001-2015, Ms. Parker was a partner in the law firm of Lawrence & Parker, PA, where she served as bond counsel and underwriter’s counsel in connection with municipal finance transactions as well as assisted for-profit and not-for-profit clients with corporate organization, development and interpretation of contracts and litigation issues. From 2002-2015, Ms. Parker also served as the President of Linking Solutions, Inc., which provided training, technical support and program management services in the public and private sectors. Ms. Parker has served as a director of Professional Holding Corp. (Nasdaq: PFHD) from 2020 through 2023. She has also served as a director of the American Association of Community Colleges (“AACC”) since 2020, and as a member of AACC’s Executive Committee since 2021, where she chaired AACC’s Committee on Audit and Finance until 2023 and currently chairs AACC's board of directors. In 2006, Ms. Parker was appointed to the Jacksonville Transportation Authority Board of Directors, and served as a Board Member from 2006-2015 and Chairman from 2009-2010. Ms. Parker also served as a Board Member from 2002-2012 and Chair of the State of Florida Board of Governors of the State University System from 2010-2012. Due to her experience as an executive, her leadership on several private, state and municipal boards, and her experience with complex financial transactions and corporate counseling, we believe Ms. Parker should continue to serve as a member of our Board of Directors.

  8. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  9. 2023 Compensation

    | Director Compensation* | | | | | | Fees Earned or | Stock | | | Name | Paid in Cash(1) | Awards(2) | Total | | W Coleman Bitting | $119,080 | $80,440 | $199,520 | | Frank P. Filipps | 136,440 | 80,440 | 216,880 | | Ava L. Parker(3) | 112,580 | 80,440 | 193,020 | | Paula Morabito | 123,080 | 80,440 | 203,520 |

  10. Compensation Philosophy

    | ● | reward superior performance relative to peer group performance; |

  11. Performance Awards

    Performance Awards The Compensation Committee may also grant performance awards, which may be granted either alone or in addition to other awards. Performance awards may be stock-based awards or cash-based awards (in either case, “Performance Units”). The performance criteria that apply to performance awards and the period on which performance is measured (the “Performance Period”) will be determined by the Compensation Committee. Dividend equivalent rights may be granted in conjunction with a performance award. Dividend equivalents will be subject to the same vesting requirements as the performance award and will be accumulated and paid after, and only to the extent that, the performance objectives for the performance award are achieved. At the conclusion of the Performance Period, which may not be shorter than twelve months, the Compensation Committee will evaluate the degree to which any applicable performance goals have been achieved and the performance awards have been earned and will cause to be delivered the amount earned in either cash, shares, other property, or any combination thereof, in the sole discretion of the Compensation Committee at the time of payment. As described below in “—2023 Long-Term Equity Incentive Compensation Plan,” the Company historically approved annual incentive compensation plans under the 2012 Plan and now approves annual incentive compensation plans under the 2021 Plan pursuant to which if certain performance goals are met over one-, three- and five-year performance periods, participants in such annual incentive compensation plans will receive performance-based bonuses, as determined by the Compensation Committee in its sole discretion. Historically these bonuses have been settled 50% in immediately vested shares of common stock and 50% in Performance Units. In 2023, performance bonuses were paid out for performance achieved as of December 31, 2022 with respect to each of (i) the three-year performance goals under the 2020 LTICP and (ii) the five-year performance goals under the 2018 LTICP. See “Executive Compensation—Summary Compensation Table—Summary Compensation Table” and “Executive Compensation—Summary Compensation Table—Grants of Plan-Based Awards Table” for a discussion of the bonuses paid out during 2023, and see “—Compensation Decisions Following Fiscal Year End—2024 Long-Term Equity-Based Incentive Awards” for a discussion of Performance Units granted to our executive officers for performance achieved as of December 31, 2023.

  12. 2023 Long-Term Equity Incentive Compensation Plan

    2023 Long-Term Equity Incentive Compensation Plan On January 11, 2023, we adopted the 2023 Long-Term Equity Incentive Compensation Plan under the 2021 Plan (the “2023 LTICP”). The Compensation Committee adopted the 2023 LTICP to continue its implementation of our compensation philosophy, several factors of which are described in more detail below.

  13. 2023 Long-Term Equity Incentive Compensation Plan

    | ● | Superior Performance Relative to Peer Group Performance. The Compensation Committee determines a potential performance bonus based on our financial performance compared to the financial performance of the Peer Group (as defined below). |

  14. 2023 Long-Term Equity Incentive Compensation Plan

    | ● | Consistent Performance Relative to Market-Driven Interest Rates. Returns we can earn are, to a certain extent, correlated with the interest rate on the current-coupon Agency RMBS (the “Agency RMBS rate”). The Compensation Committee determines a potential performance bonus based on our financial performance compared with the Agency RMBS rate. Setting such a market-driven benchmark creates incentives to achieve attractive financial performance without exposing us to inappropriate risk taking such as might be encouraged by: |

  15. 2023 Long-Term Equity Incentive Compensation Plan

    | ● | low absolute interest rates; |

  16. 2023 Long-Term Equity Incentive Compensation Plan

    | ● | a small difference between the Agency RMBS rate and the comparable duration U.S. Treasury obligations; or |

  17. 2023 Long-Term Equity Incentive Compensation Plan

    | ● | excess emphasis on peer-relative performance. |

  18. 2023 Long-Term Equity Incentive Compensation Plan

    | ● | Book Value Preservation. One of the most significant performance factors for any Agency RMBS REIT is an event of book value impairment, which occurs when market dislocations force asset sales and the realization of significant losses of stockholders’ equity. Such events have occurred in the past when interest rates rose sharply, the capital markets faced significant liquidity challenges or when the Federal Reserve changed monetary policy unexpectedly. We seek to minimize the impact of these events, and make this success a significant element of differentiation from our peers. The Compensation Committee determines a potential performance bonus based on our book value performance compared with the book value performance of our Peer Group. Because book value performance is part of the calculation of financial performance for us and our Peer Group, we believe that the addition of a potential performance bonus focused specifically on book value performance adds emphasis to our focus on book value. Additionally, the performance of unvested equity-based compensation awards will be adversely affected by events of book value impairment and positively affected by events of extraordinary book value preservation. |

  19. 2023 Long-Term Equity Incentive Compensation Plan

    | ● | Peer-Influenced, Risk-Taking Incentives. One of the easiest ways to increase returns is to take extra risk, whether owning longer duration assets, using more leverage or reducing hedge coverage. In our opinion, one unintended consequence of peer-relative incentive compensation programs is that they encourage peer-relative risk taking. Further, if several of our peers also focus on peer-relative performance, there is a perverse incentive among these companies to continually add risk to improve relative performance. We seek to avoid participating in a “risk-taking arms race” relative to our Peer Group. The Compensation Committee sets the relative sizes of the three distinct potential performance bonuses in order to limit the influence of the risk-taking strategies adopted by our Peer Group. |

  20. 2023 Long-Term Equity Incentive Compensation Plan

    | ● | Time Frames as Long as Five Years. We evaluate our performance over one-, three- and five-year time frames, evaluating our performance compared with benchmarks established at the beginning of each period. In our opinion, a focus on longer-time frames creates a level of continuity in strategy implementation that could be disrupted by focusing on maximizing a sequence of single year returns. The longer time frames are more likely to capture periods when successful risk-avoidance is material to our financial performance, a feature which aligns this choice with our emphasis on risk management and book value preservation. The Compensation Committee uses larger performance bonuses for strong performance generated over the three- and five-year time frames. |

  21. 2023 Long-Term Equity Incentive Compensation Plan

    All employees of the Manager, and employees of entities affiliated with the Manager are eligible to participate in the 2023 LTICP. These employees are referred to as “Participants.” For the avoidance of doubt, Messrs. Cauley and Haas are Participants in the 2023 LTICP. Being a Participant does not entitle the individual to an award under the 2023 LTICP. The Compensation Committee has absolute sole discretion over all aspects of the 2023 LTICP, including the ability to reduce the amount of any bonus award or the size of the bonus pool even if the performance objectives and other terms of the 2023 LTICP were satisfied. Participants are eligible to earn awards under the 2023 LTICP for performance over the next one-year, three-year and five-year periods. A bonus pool was established under the 2023 LTICP for each of the one-, three- and five-year measurement periods. The amount credited to the bonus pool is based on the Company’s performance under each of the three performance measures of the 2023 LTICP for each of the three measurement periods. The Compensation Committee, in its discretion, will determine each Participant’s award (i.e., the percentage of the bonus pool paid to each Participant) following the end of each of the one-, three- and five-year performance periods, subject to each Participant’s continued service relationship with the Company on such determination date. The maximum amount that may be credited to the bonus pool for each measurement period equaled the average management fees paid by the Company to the Manager (pursuant to the terms of the management agreement between the Company and the Manager) for such period multiplied by the applicable percentage described in the table below. Under the 2023 LTICP, the maximum bonus pool for awards to be issued for performance during (i) the one-year measurement period ended December 31, 2023 equaled 20% of the management fees paid for 2023, (ii) the three-year measurement period ending December 31, 2025 will equal 35% of the average management fees (calculated on an annual basis) paid for 2023 through 2025 and (iii) the five-year measurement period ending December 31, 2027 will equal 45% of the average management fees (calculated on an annual basis) paid for 2023 through 2027. As noted above, the amount credited to the bonus pool for each measurement period reflects the Company’s performance measured against three criteria (which are described below). The table below illustrates the maximum amount that could be credited to the bonus pool for each measurement period (as a percentage of the average management fees for the applicable period). The table also shows the amount that could be credited to the bonus pool for each measurement period (also as a percentage of the average management fees for the applicable period) for achievement of objectives with respect to each of the performance criteria. For example, the maximum amount that could be credited to the bonus pool for the three-year measurement period based on Agency RMBS rate relative performance (as defined below) is 10.50% of the average management fees paid for 2023 through 2025.

  22. 2023 Long-Term Equity Incentive Compensation Plan

    | | 1-year | 3-year | 5-year | | Peer-relative financial performance | 9.00% | 15.75% | 20.25% | | Agency RMBS rate relative performance | 6.00% | 10.50% | 13.50% | | Peer-relative book value performance | 5.00% | 8.75% | 11.25% | | Total Measurement Period | 20.00% | 35.00% | 45.00% |

  23. 2023 Long-Term Equity Incentive Compensation Plan

    The Compensation Committee established the following performance measures and the performance thresholds that must be satisfied for awards to be earned under the 2023 LTICP. Peer-Relative Financial Performance. No amount is earned for this performance measure unless the Company’s financial performance for the applicable measurement period exceeds the mean of the financial performance of the companies in the Peer Group (defined below) for the applicable measurement period. The financial performance of the Company and those in the Peer Group is measured by the sum of total dividends paid during the measurement period and the change in book value during the measurement period divided by the book value on the first day of the applicable measurement period. The Compensation Committee designated the following companies (collectively, the “Peer Group”) for purposes of the financial performance benchmarks: AGNC Investment Corp., Annaly Capital Management, Inc., ARMOUR Residential REIT, Inc., Cherry Hill Mortgage Investment Corporation, Dynex Capital, Inc. and Invesco Mortgage Capital Inc. The Compensation Committee believes investors evaluate us in the context of our performance relative to other mortgage REITs with similar investment strategies. We consider these companies to be the most relevant for purposes of benchmarking our financial performance and our primary competitors for both capital and executive talent. Each of ARMOUR Residential REIT, Inc. and Cherry Hill Mortgage Investment Corporation are externally managed. Agency RMBS Rate Relative Performance. The Company’s performance under this performance measure equaled the percentage determined by dividing the sum of the change in book value per share during the applicable measurement period and total dividends paid per share during the measurement period by the book value per share on the first day of such measurement period. No amount is earned for this performance measure unless the Company’s performance, as calculated in the preceding sentence for the applicable measurement period, exceeds the Agency RMBS rate of 5.350% (determined by averaging the rate as of the last business day of 2022 and the first business day of 2023) plus 400 bps, or 9.350%, multiplied by the number of years in the measurement period. Peer-Relative Book Value Performance. No amount will be earned for this performance measure unless the Company’s change in book value for the applicable measurement period (calculated in accordance with the following sentence) exceeds the mean change in book value for the companies in the Peer Group. The change in book value for the Company and those in the Peer Group will be determined by subtracting the book value on the first day of the measurement period from the book value on the last day in the measurement period, with such amount divided by the book value on the first day of the measurement period. If the Company’s results for a performance measure equal or are less than the threshold for a measurement period, no amount will be added to the bonus pool for the measurement period with respect to that measurement criteria. The table below details the amounts by which the Company’s performance must exceed the threshold performance measures described above for the maximum bonus award to be added to the bonus pool. Linear interpolation will be used for results falling between the threshold and the result that must be achieved to earn the maximum award.

  24. 2023 Long-Term Equity Incentive Compensation Plan

    | | 1-year | 3-year | 5-year | | Peer-relative financial performance | Threshold + 5.0% | Threshold + 10.0% | Threshold + 15.0% | | Agency RMBS rate relative performance | Threshold + 5.0% | Threshold + 10.0% | Threshold + 15.0% | | Peer-relative book value performance | Threshold + 2.0% | Threshold + 4.0% | Threshold + 6.0% |

  25. 2023 Long-Term Equity Incentive Compensation Plan

    The Committee anticipates that 50% of earned bonuses will be paid to Participants in immediately vested shares of the Company’s common stock and 50% will be paid in the form of Performance Units, all of which will be issued under the 2021 Plan. The number of immediately vested shares of the Company’s common stock and Performance Units to be issued in satisfaction of the earned bonuses will be determined by dividing the dollar amount of each Participant’s award (i.e., the percentage of the bonus pool paid to each Participant) by the average closing price of the Company’s common stock on the NYSE for the 10 trading days preceding the grant date of the common stock and Performance Units, rounded down to the nearest whole number. The Performance Units will vest at the rate of 10% per quarter commencing with the first quarter after the one-year anniversary of the end of the applicable measurement period, with the Participant receiving one share of the Company’s common stock for each Performance Unit that vests. The Participant must continue to be employed by the Company as of the end of each such quarter in order to vest in the number of Performance Units scheduled to vest on that date. The Performance Units will contain dividend equivalent rights which entitle the Participants to receive distributions declared by the Company on common stock. One Performance Unit is equivalent to one share of common stock for purposes of the dividend equivalent rights. Other than dividend equivalent rights, the Performance Units do not entitle the Participants to any of the rights of a stockholder of the Company. The number of outstanding Performance Units actually earned by a Participant and settled on the applicable vesting date may be adjusted if any of the following events occur: Book Value Impairment. A “Book Value Impairment” will occur if over any two consecutive quarters the following conditions are satisfied: (i) the Company’s book value per share declines by 15% or more during the first of such two quarters and (ii) the Company’s book value per share decline from the beginning of such two quarters to the end of such two quarters is at least 10%. If a Book Value Impairment occurs, then the number of Performance Units that are outstanding as of the last day of such two quarter period shall be reduced by 15%. Extraordinary Book Value Preservation. “Extraordinary Book Value Preservation” will occur in any quarter in which the following conditions are satisfied: (i) the median change in the book value per share of specified peer companies (the “Median Book Value Decline”) is a decline of 6% or more and (ii) the Company’s book value per share either (a) increases or (b) declines by a percentage that is less than 50% of the Median Book Value Decline. If an event of Extraordinary Book Value Preservation occurs, then the number of Performance Units that are outstanding as of the last day of the quarter in which the Extraordinary Book Value Preservation has occurred will be increased by 5 basis points for every 1 basis point of difference between the Company’s book value per share percentage change and the Median Book Value Decline during such quarter. Outperform All Peer Companies. The Company will “Outperform All Peer Companies” in any quarter in which the following conditions are satisfied: (i) the specified peer companies all experience a decline in book value per share and (ii) the Company’s book value per share either (a) increases or (b) declines by an amount that is less than the decline experienced by each peer company. If the Company Outperforms All Peer Companies in any quarter, then the number of Performance Units that are outstanding as of the last day of such quarter shall increase by 10%. As described below under “Executive Compensation—Potential Payments Upon Termination or Change in Control,” in the event of a Change in Control (as defined in the 2021 Plan) or a Participant’s termination of service due to his or her death or disability, all of his or her unvested Performance Units will become fully vested as of the date of such Change in Control or termination of service, as applicable, without any adjustment in the event of a Book Value Impairment, Extraordinary Book Value Preservation or if the Company Outperforms All Peer Companies.

  26. 2024 Long-Term Incentive Compensation Plan

    2024 Long-Term Incentive Compensation Plan On January 10, 2024, the Compensation Committee approved the 2024 Long-Term Equity Incentive Compensation Plan under the 2021 Plan (the “2024 LTICP”). The 2024 LTICP generally has the same construct as described above for the 2023 LTICP. Messrs. Cauley and Haas are participants in the 2024 LTICP.

  27. 2024 Long-Term Equity-Based Incentive Awards

    2024 Long-Term Equity-Based Incentive Awards On March 19, 2024, pursuant to the 2019 Long-Term Equity Incentive Compensation Plan under the 2021 Plan (the “2019 LTICP”) we made equity awards to Mr. Cauley and Mr. Haas for their service to us during 2023. The equity awards were made based on the Company’s achievement of the five-year performance goals under the 2019 LTICP and were comprised 50% of immediately vested shares of common stock and 50% of Performance Units, in each case, granted under the 2021 Plan. The equity awards made to Mr. Cauley consisted of 12,761 immediately vested shares of common stock and 12,761 Performance Units. The equity awards made to Mr. Haas consisted of 11,890 immediately vested shares of common stock and 11,890 Performance Units. See “Executive Compensation—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Supplemental Compensation Table” for a discussion of the equity awards granted to each of our named executive officers in 2024 for 2023 performance.

  28. Summary Compensation Table

    Summary Compensation Table The following table sets forth the information required by Item 402 of Regulation S-K promulgated by the SEC. The amounts shown represent the compensation paid to the named executive officers (who, for avoidance of doubt, are employees of the Manager) as consideration for services rendered to the Company.

  29. Summary Compensation Table

    | Summary Compensation Table* | | | | | Name | Year | Stock Awards(1) | Total | | Robert E. Cauley | 2023 | $615,621 | $615,621 | | President and Chief Executive Officer | 2022 | 512,074 | 512,074 | | | 2021 | 737,788 | 737,788 | | George H. Haas, IV | 2023 | $469,143 | $469,143 | | Chief Financial Officer | 2022 | 390,234 | 390,234 | | | 2021 | 562,242 | 562,242 |

  30. Summary Compensation Table

    | * Columns for “Salary,” “Option Awards,” “Bonus,” “Non-Equity Incentive Plan Compensation,” “Changes in Pension Value and Nonqualified Compensation Earnings” and “All Other Compensation” have been omitted because they were not applicable in any of the last three fiscal years. |

  31. Summary Compensation Table

    | (1) Amounts reported in this column for 2023, 2022 and 2021 represent the grant date fair value of stock awards granted in 2023, 2022 and 2021, respectively, for performance obtained as of December 31, 2022, 2021 and 2020, respectively, computed in accordance with FASB ASC Topic 718. |

  32. Grants of Plan-Based Awards*

    Grants of Plan-Based Awards*

  33. Grants of Plan-Based Awards*

    | | | | | | | Stock | | | | | | | | | Awards: | Grant Date | | | | | Estimated Future Payouts | | | Number | Fair Value | | | | | of Shares or Units of Stock | | | of Shares or | of Stock | | | Grant | Approval | Under Equity Incentive Plan Awards | | | Units of | and Option | | Name | Date | Date | Threshold (#) | Target (#) | Maximum (#) | Stock(3) | Awards(4) | | Robert E. Cauley | April 13, 2023(1) | April 12, 2023 | - | 28,448 | - | - | $307,811 | | | April 13, 2023(2) | April 12, 2023 | - | - | - | 28,448 | 307,811 | | George H. Haas, IV | April 13, 2023(1) | April 12, 2023 | - | 21,679 | - | - | $234,572 | | | April 13, 2023(2) | April 12, 2023 | - | - | - | 21,679 | 234,572 |

  34. Grants of Plan-Based Awards*

    | * Columns for "Estimated Future Payouts under Non-Equity Incentive Plan Awards," "All Other Option Awards" and "Exercise or Base Price of Option Awards" have been omitted because they were not applicable. |

  35. Grants of Plan-Based Awards*

    | (1) In April 2023, Performance Units were issued under the 2021 Plan with respect to 2022 service to the Company based on achievement of performance goals under the 2020 LTICP and 2018 LTICP, as described in “Compensation Discussion and Analysis—2023 Compensation Components—Equity-Based Compensation” and “Compensation Discussion and Analysis—2023 Compensation Components—Performance Awards.” Beginning in 2024, 10% of the Performance Units granted to Messrs. Cauley and Haas in 2023 will vest on the fifth day prior to the end of the first ten calendar quarters beginning on March 26, 2024, subject to each named executive officer’s continued service relationship with the Company on each applicable vesting date. As described in the Compensation Discussion and Analysis under “2023 Compensation Components—Performance Awards” and “2023 Long-Term Equity Incentive Compensation Plan,” Performance Units do not have threshold, target and maximum values as contemplated by SEC rules. Instead, the Company must achieve certain performance goals for Performance Units to be granted, and the number of Performance Units that actually become earned at the end of the applicable measurement period may be adjusted prior to the applicable vesting date based on the occurrence of certain performance-related events. |

  36. Grants of Plan-Based Awards*

    | (2) In April 2023, immediately vested common stock was awarded under the 2021 Plan with respect to 2022 service to the Company based on achievement of performance goals under the 2020 LTICP and 2018 LTICP, as described in “Compensation Discussion and Analysis—2023 Compensation Components—Equity-Based Compensation” and “Compensation Discussion and Analysis—2023 Compensation Components—Performance Awards.” |

  37. Grants of Plan-Based Awards*

    | (3) Of these amounts, 10,424 and 7,972 shares, respectively, were surrendered by Messrs. Cauley and Haas to meet federal income tax withholding obligations associated with the awards of fully vested shares of common stock. |

  38. Grants of Plan-Based Awards*

    | (4) Amount represents the aggregate grant date fair value of immediately vested shares of common stock and Performance Units, as applicable, calculated in accordance with FASB ASC Topic 718 and based on the average market closing price of our common stock for the ten-day period ending on April 12, 2023. |

  39. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Based on the application of our compensation principles and the Company’s achievement of performance goals under the 2019 LTICP, as described in “Compensation Discussion and Analysis—Compensation Decisions Following Fiscal Year End—2024 Long-Term Equity-Based Incentive Awards,” the Compensation Committee approved the performance bonuses shown in the table below for the named executive officers in March 2024. Because the size of each named executive officer’s performance bonus was unknown until March 2024 such that the awards were not granted to the named executive officers until March 2024, these awards are not included in the Summary Compensation Table or the Grants of Plan-Based Awards table above. The table is not a substitute for, and should be read together with the Summary Compensation Table, which presents 2023 named executive officer compensation in accordance with SEC disclosure rules and includes additional compensation elements and other important information.

  40. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Supplemental Compensation Table | | | | | | | Performance | | | Name | Stock Awards(1) | Unit Awards(2) | Total | | Robert E. Cauley | $110,000.00 | $110,000.00 | $220,000 | | President and Chief Executive Officer | | | | | George H. Haas, IV | $102,500.00 | $102,500.00 | $205,000 | | Chief Financial Officer | | | |

  41. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) Amounts represent the grant date fair value of immediately vested shares of common stock calculated in accordance with FASB ASC Topic 718 granted to each of our named executive officers on March 19, 2024, with respect to 2023 service to the Company. Messrs. Cauley and Haas were awarded 12,761 and 11,890 shares of common stock, respectively, with a value of $8.62 per share. Of these amounts, 4,209 and 4,430 shares, respectively, were surrendered by Messrs. Cauley and Haas to meet federal income tax withholding obligations associated with the awards. |

  42. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (2) Amounts represent the grant date fair value of Performance Units calculated in accordance with FASB ASC Topic 718 granted to each of our named executive officers on March 19, 2024, with respect to 2023 service to the Company. Messrs. Cauley and Haas were awarded 12,761 and 11,890 Performance Units, respectively, with a value of $8.62 per share. Beginning in 2025, 10% of the Performance Units granted to Messrs. Cauley and Haas in 2024 will vest on the fifth day prior to the end of the first ten calendar quarters beginning on March 26, 2025, subject to each named executive officer’s continued service relationship with the Company on each applicable vesting date, and subject to adjustment as described in the Compensation Discussion and Analysis under “2023 Long-Term Equity Incentive Compensation Plan.” |

  43. Outstanding Equity Awards for Fiscal Year-Ended December 31, 2023

    Outstanding Equity Awards for Fiscal Year-Ended December 31, 2023 The following table reflects our outstanding equity awards as of December 31, 2023:

  44. Outstanding Equity Awards for Fiscal Year-Ended December 31, 2023

    | | | | | Equity Incentive Plan Awards: | | | | | | | | Market or | | | | | | | Payout | | | | | | Number of | Value of | | | | | Market | Unearned | Unearned | | | | Number of | Value | Shares, | Shares, | | | | Shares or | Shares or | Units or | Units or | | | | Units | Units | Other | Other | | | Award | of Stock That | of Stock That | Rights That | Rights That | | | Grant | Have Not | Have Not | Have Not | Have Not | | Name | Date | Vested (#) | Vested | Vested (#)(1) | Vested(2) | | Robert E. Cauley | April 13, 2023(3) | - | $- | 24,181 | $203,844 | | | March 28, 2022(4) | - | - | 5,700 | 48,052 | | | March 22, 2021(5) | - | - | 1,541 | 12,991 | | George H. Haas, IV | April 13, 2023(3) | - | $- | 18,427 | $155,341 | | | March 28, 2022(4) | - | - | 4,344 | 36,616 | | | March 22, 2021(5) | - | - | 1,174 | 9,896 |

  45. Outstanding Equity Awards for Fiscal Year-Ended December 31, 2023

    | (1) As described in the Compensation Discussion and Analysis under “2023 Compensation Components—Performance Awards” and “2023 Long-Term Equity Incentive Compensation Plan,” Performance Units do not have threshold, target and maximum values as contemplated by SEC rules. Instead, the Company must achieve certain performance goals for Performance Units to be granted, and the number of Performance Units that actually become earned at the end of the applicable measurement period may be adjusted prior to the applicable vesting date based on the occurrence of certain performance-related events. The number of shares of common stock issuable upon the vesting of the outstanding Performance Units was reduced in 2022 and 2023 as a result of book value impairment events that occurred. The book value impairment events occurred because (a) the Company's book value per share declined by more than 15% during the quarter ended March 31, 2022 and the Company’s book value per share decline from January 1, 2022 to June 30, 2022 was more than 10%, and (b) the Company's book value per share declined by more than 15% during the quarter ended September 30, 2022 and the Company’s book value per share decline from July 1, 2022 to December 31, 2022 was more than 10%, and (c) the Company's book value per share declined by more than 15% during the quarter ended September 30, 2023 and the Company’s book value per share decline from July 1, 2023 to December 31, 2023 was more than 10% (the “Book Value Events”). Each of the relevant incentive plans under the 2012 Plan and the 2021 Plan, as applicable, provide that if such a Book Value Event occurs, then the number of Performance Units granted pursuant to such plans that are outstanding as of the last day of such two quarter period will be reduced by 15%. As a result of the Book Value Events, Mr. Cauley and Mr. Haas forfeited 6,757 and 5,150 Performance Units, respectively in 2022, and 5,545 and 4,226 Performance Units, respectively in 2023. |

  46. Outstanding Equity Awards for Fiscal Year-Ended December 31, 2023

    | (2) The amounts in this column were calculated by multiplying $8.43, the closing price of our common stock on December 31, 2023, by the number of awards reported. | | (3) Performance Units granted on April 13, 2023 with respect to performance achieved under the 2020 LTICP and 2018 LTICP, 10% will vest on the fifth day prior to the end of the first ten calendar quarters beginning on March 26, 2024. | | (4) Performance Units granted on March 28, 2022 with respect to performance achieved under the 2021 Long-Term Equity Incentive Compensation Plan under the 2021 Plan (the "2021 LTICP"), 2019 LTICP and 2017 Long-Term Equity Incentive Compensation Plan under the 2021 Plan (the "2017 LTICP"), 10% will vest on the fifth day prior to the end of the first ten calendar quarters beginning on March 26, 2023. | | (5) Performance Units granted on March 22, 2021 with respect to performance achieved under the 2020 LTICP, 2018 LTICP and 2016 Long-Term Equity Incentive Compensation Plan under the 2021 Plan (the "2016 LTICP"), 10% will vest on the fifth day prior to the end of the first ten calendar quarters beginning on March 26, 2022. |

  47. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  48. Option Exercises and Stock Vested

    | | Stock Awards | | | | Number of | | | | Shares Acquired | Value Realized | | Name | on Vesting (#)(1) | on Vesting ($)(2) | | Robert E. Cauley | 8,095 | $77,351 | | George H. Haas, IV | 6,169 | $58,946 |

  49. Option Exercises and Stock Vested

    | (1) This column represents the number of Performance Units held by each named executive officer that vested during 2023. |

  50. Option Exercises and Stock Vested

    | (2) This column reflects the aggregate market value realized by each named executive officer upon vesting, calculated by multiplying the number of Performance Units that vested (including shares withheld for tax withholding purposes) by the closing price of our common stock on the applicable vesting date. |

  51. Pension Benefits and Non-Qualified Deferred Compensation

    Pension Benefits and Non-Qualified Deferred Compensation We do not sponsor any qualified or non-qualified defined benefit pension plans or non-qualified deferred compensation plans.

  52. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We are not party to any agreements or arrangements with either of our named executive officers providing for cash severance payments or benefits upon such named executive officer’s termination of employment for any reason or upon a change in control of the Company. However, pursuant to the terms of each of the relevant incentive compensation plans under the 2012 Plan and the 2021 Plan, as applicable, all unvested Performance Units held by Messrs. Cauley and Haas vest immediately upon (i) a “Change in Control” (as defined in the 2012 Plan and the 2021 Plan and described below) and (ii) upon such named executive officer’s termination of service as an executive officer of the Company due to his death or disability, in each case, so long as such named executive officer was serving as an executive officer of the Company at the time of such Change in Control or termination of service. To the extent any of the adjustment events set forth in the applicable incentive plans with respect to such Performance Units (i.e., a book value impairment, extraordinary book value preservation or if the Company outperforms all peer companies) occurs prior to settlement of the accelerated Performance Units, no adjustment to the number of Performance Units earned by each named executive officer will occur. The value of such Performance Units held by Mr. Cauley as of December 31, 2023 was approximately $264,887, and the value of such Performance Units held by Mr. Haas as of December 31, 2023 was approximately $201,852, in each case, calculated by multiplying the number of unvested Performance Units held by such named executive officer by $8.43, the closing price of our common stock on December 31, 2023. “Change in Control” is defined in each of the 2012 Plan and the 2021 Plan to generally mean (i) any transaction or series of transactions whereby any person, other than the Company, any of its subsidiaries or any Company benefit plan, acquires beneficial ownership of more than 50% of the total combined voting power of the Company’s securities, (ii) the current members of the Board (together with those new members of the Board approved by a two-thirds vote of the current Board members) cease to constitute a majority of the Board for any reason during any consecutive two-year period, or (iii) the consummation by the Company of a merger, consolidation, reorganization or business combination or a sale of all or substantially all of the Company’s assets, unless the Company’s stockholders own more than 50% of the combined voting power and common stock of the successor or purchasing entity.

  53. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), we are providing the following disclosures regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”) and company performance for the fiscal years listed below. As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we have prepared this pay versus performance disclosure, which serves to further demonstrate the alignment of our executive compensation program with stockholder interests.

  54. Pay Versus Performance Table

    Pay Versus Performance Table

  55. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed | | | | | | | | Summary | | $100 Investment Based On: | | | Peer | | | Summary | | Compensation | Compensation | | Peer Group | Net | Relative | | | Compensation | Compensation | Table Total | Actually Paid | Total | Total | Income | Financial | | | Table Total | Actually Paid | for Non-PEO | to Non-PEO | Shareholder | Shareholder | (in | Performance | | Year | for PEO (1) | to PEO (2) | NEOs | NEOs | Return (3) | Return (3)(4) | Thousands) | (5) | | 2023 | $615,621 | $490,634 | $469,143 | $373,997 | $57.09 | $79.52 | $(39,209) | (11.1)% | | 2022 | $512,074 | $265,330 | $390,234 | $200,450 | $58.89 | $68.94 | $(258,453) | (0.9)% | | 2021 | $737,788 | $689,423 | $562,242 | $525,500 | $105.40 | $93.93 | $(64,760) | 12.5% | | 2020 | $- | $(9,523) | $- | $(7,880) | $105.25 | $81.23 | $2,125 | (3.3)% |

  56. Pay Versus Performance Table

    | (1) Robert E. Cauley was our PEO and George H. Haas, IV was our Non-PEO NEO for each year presented. |

  57. Pay Versus Performance Table

    | (2) Compensation Actually Paid represents the Summary Compensation Table Totals adjusted for the items set forth below in accordance with Item 402(v) of Regulation S-K and may not reflect compensation actually earned, realized or received by the named executive officers. |

  58. Pay Versus Performance Table

    | (3) Total Shareholder Return and Peer Group Total Shareholder Return assumes $100 invested at December 31, 2019. |

  59. Pay Versus Performance Table

    | (4) The Peer Group referenced for purposes of the Total Shareholder Return comparison consists of the NAREIT Mortgage REIT TRR Index. |

  60. Pay Versus Performance Table

    | (5) The Company has designated "Peer Relative Financial Performance" as its Company Selected Measure, comparing the financial performance of the Company to that of the peer group set forth in the Company's long-term incentive compensation plan for the previous year, as this is the largest financial component used to link compensation paid to our named executive officers to Company performance. See “Compensation Discussion and Analysis—2023 Long-Term Equity Incentive Compensation Plan” and the 2022 LTICP, 2021 LTICP, 2020 LTICP and 2019 LTICP for additional details regarding the calculation of Peer Relative Financial Performance for the relevant years set forth in the table. The Peer Relative Financial Performance numbers displayed for each year in the table are the results from the year immediately prior to such year, as the measure most linked to compensation paid in any relevant year is the Peer Relative Financial Performance results from the year immediately prior to such relevant year. For compensation paid in 2020 and 2021, the peer group consisted of AGNC Investment Corp., Annaly Capital Management, Inc., Anworth Mortgage Asset Corporation, Arlington Asset Investment Corp., ARMOUR Residential REIT, Inc., Capstead Mortgage Corporation, Cherry Hill Mortgage Investment Corporation and Dynex Capital, Inc. For compensation paid in 2022, the peer group was the same as in 2020 and 2021 except that the Company removed Capstead Mortgage Corporation from the peer group for measurement periods following June 30, 2021 as a result of its acquisition, and added Invesco Mortgage Capital Inc. For compensation paid in 2023, the peer group consisted of AGNC Investment Corp., Annaly Capital Management, Inc., Arlington Asset Investment Corp., ARMOUR Residential REIT, Inc., Cherry Hill Mortgage Investment Corporation, Dynex Capital, Inc. and Invesco Mortgage Capital Inc. The amounts shown for Peer Relative Financial Performance have been updated from those reported in the proxy statement filed for our annual meeting of stockholders held in 2023 to correct an inadvertent calculation error. The Peer Relative Financial Performance percentages for 2022 and 2021 were understated by 4.6% and 13.9%, respectively, and the Peer Relative Financial Performance percentage for 2020 was overstated by 1.2%. |

  61. Pay Versus Performance Table

    | | 2023 | 2022 | 2021 | 2020 | | PEO SUMMARY COMPENSATION TABLE TOTAL | $615,621 | $512,074 | $737,788 | $- | | Add (Subtract): | | | | | | Amounts reported under Stock Awards Column in the Summary Compensation Table | (615,621) | (512,074) | (737,788) | - | | Fair value as of vesting date of awards granted and vested during the year | 307,811 | 256,037 | 368,894 | - | | Fair value at year end of awards granted during year that were unvested as of the end of the year | 203,844 | 117,359 | 282,173 | - | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (14,989) | (65,244) | - | (1,229) | | Change in fair value of equity awards granted in prior years that vested during the year | (7,647) | (42,965) | 727 | (8,865) | | Equity awards granted in prior years that were forfeited during the year | (58,223) | (55,440) | - | (4,031) | | Dividends or other earnings paid on equity awards during the year | 59,838 | 55,583 | 37,629 | 4,602 | | Total Equity Award Related Adjustments | (124,987) | (246,744) | (48,365) | (9,523) | | COMPENSATION ACTUALLY PAID TO PEO | $490,634 | $265,330 | $689,423 | $(9,523) |

  62. Pay Versus Performance Table

    | | 2023 | 2022 | 2021 | 2020 | | NON-PEO NEO SUMMARY COMPENSATION TABLE TOTAL | $469,143 | $390,234 | $562,242 | $- | | Add (Subtract): | | | | | | Amounts reported under Stock Awards Column in the Summary Compensation Table | (469,143) | (390,234) | (562,242) | - | | Fair value as of vesting date of awards granted and vested during the year | 234,572 | 195,117 | 281,121 | - | | Fair value at year end of awards granted during year that were unvested as of the end of the year | 155,341 | 89,429 | 215,033 | - | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (11,421) | (49,716) | - | (1,006) | | Change in fair value of equity awards granted in prior years that vested during the year | (5,829) | (32,743) | 597 | (7,454) | | Equity awards granted in prior years that were forfeited during the year | (44,368) | (42,255) | - | (3,294) | | Dividends or other earnings paid on equity awards during the year | 45,702 | 40,618 | 28,749 | 3,874 | | Total Equity Award Related Adjustments | (95,146) | (189,784) | (36,742) | (7,880) | | COMPENSATION ACTUALLY PAID TO PEO | $373,997 | $200,450 | $525,500 | $(7,880) |

  63. Comparison of Compensation Actually Paid to Total Shareholder Return and Peer Group Total Shareholder Return

    Comparison of Compensation Actually Paid to Total Shareholder Return and Peer Group Total Shareholder Return The following graph illustrates the relationship between compensation actually paid to the named executive officers and the Company’s total shareholder return as compared to the total shareholder return of the NAREIT Mortgage REIT TRR Index on a cumulative basis assuming investment of $100 on December 31, 2019:

  64. Comparison of Compensation Actually Paid to Net Income

    Comparison of Compensation Actually Paid to Net Income The following graph illustrates the relationship between compensation actually paid to our named executive officers and the Company’s net income on an annual basis:

  65. Comparison of Compensation Actually Paid to Peer-Relative Financial Performance

    Comparison of Compensation Actually Paid to Peer-Relative Financial Performance The following graph illustrates the relationship between compensation actually paid to our named executive officers and the Company's peer-relative financial performance:

  66. Financial Performance Measures

    Financial Performance Measures Our current compensation program has linked compensation of our named executive officers paid by the Company to the following financial performance measures:

  67. Financial Performance Measures

    | Measure | | Peer-Relative Financial Performance | | Agency RMBS Rate Relative Performance | | Peer-Relative Book Value Performance |

  68. Financial Performance Measures

    For more information on these measures and how they are used to determine compensation paid by the Company to our named executive officers, see "Compensation Discussion and Analysis."

  69. CEO Pay Ratio

    CEO Pay Ratio The Company does not have any employees and does not provide any compensation to the CEO. As a result, the pay ratio disclosure of the median of the annual total compensation of all Company employees excluding the CEO and the annual total compensation of the CEO is not applicable.

  70. Securities Authorized for Issuance Under Equity Compensation Plans

    Securities Authorized for Issuance Under Equity Compensation Plans Our Board of Directors adopted, and our stockholders approved, the 2021 Plan to replace the 2012 Plan in 2021. The 2021 Plan provides for the award of stock options, stock appreciation rights, stock awards, Performance Units, other equity-based awards (and dividend equivalents with respect to awards of Performance Units and other equity-based awards) and incentive awards. The 2021 Plan is administered by the Compensation Committee of our Board of Directors except that our Board of Directors will administer awards made to directors who are not employees of us or our affiliates. The 2021 Plan provides for awards of up to an aggregate of 10% of the issued and outstanding shares of our common stock (on a fully diluted basis) at the time of the awards, subject to a maximum aggregate of 1,473,324 shares of our common stock. In October 2012, our Board of Directors adopted and Bimini, then our sole stockholder, approved the 2012 Plan. The 2012 Plan provided for the award of stock options, stock appreciation rights, stock awards, Performance Units, other equity-based awards (and dividend equivalents with respect to awards of Performance Units and other equity-based awards) and incentive awards. The 2012 Plan provided for awards of up to an aggregate of 10% of the issued and outstanding shares of our common stock (on a fully diluted basis) at the time of the awards, subject to a maximum aggregate of 800,000 shares of our common stock. No further grants will be made under the 2012 Plan, but outstanding awards made under the 2012 Plan will continue under the terms of the 2012 Plan and any award agreements executed in connection with such outstanding awards. The Compensation Committee of our Board of Directors continues to administer outstanding awards under the 2012 Plan, except that our Board of Directors administers awards made to directors who are not employees of us or our affiliates. The following table sets forth certain information regarding our equity compensation plans as of December 31, 2023.

  71. Securities Authorized for Issuance Under Equity Compensation Plans

    | | Equity Compensation Plan Information | | | | | | | Number of | | | | | securities remaining | | | | | available for future | | | Number of | | issuance under equity | | | securities to be issued | Weighted-average | compensation plans | | | upon exercise of | exercise price of | (excluding securities | | | outstanding options, | outstanding options, | reflected in | | | warrants and rights | warrants and rights | column (a)) | | Name | (a) | (b) | (c) | | Equity compensation plans approved by security holders | 178,107 | - | 1,204,890 | | Equity compensation plans not approved by security holders | - | - | - | | Total | 178,107 | - | 1,204,890 |

  72. Management Agreement

    Management Agreement We are externally managed and advised by our Manager pursuant to the terms of a management agreement. Our Manager is responsible for administering our business activities and day-to-day operations, subject to the supervision and oversight of our Board of Directors. We pay our Manager a monthly management fee, payable in arrears, and began reimbursing our Manager for certain expenses commencing with the calendar quarter beginning July 1, 2014. Under the current management agreement, we paid our Manager aggregate management fees of approximately $10.5 million for the year ended December 31, 2023 and approximately $10.4 million for the year ended December 31, 2022. In addition, during the year ended December 31, 2023, we paid our Manager approximately $3.1 million, which was comprised of reimbursement for an allocation of overhead expenses, including approximately $0.6 million for the portion of Mr. Haas’ salary due to his service to us as our Chief Financial Officer, and payment for repurchase agreement trading, clearing and administrative services. The term of the management agreement was automatically renewed in accordance with the terms of the agreement on February 20, 2024, and will automatically be renewed for one-year terms thereafter unless we terminate the agreement for cause. Upon the expiration of any automatic renewal term, our Manager may elect not to renew the management agreement without cause, and without penalty, on 180-days’ prior written notice to us. Should we terminate the management agreement without cause, we will pay to the Manager a termination fee equal to three times the average annual management fee, as defined in the management agreement, before or on the last day of the term of the management agreement. Mr. Cauley, our Chief Executive Officer and Chairman of our Board of Directors, also serves as Chief Executive Officer and Chairman of the Board of Directors of Bimini and owns 13.1% of the outstanding shares of common stock of Bimini. Mr. Haas, our Chief Financial Officer, Chief Investment Officer, Secretary and a member of our Board of Directors, also serves as the Chief Financial Officer, Chief Investment Officer, Treasurer and a member of the board of directors of Bimini and owns 11.8% of the outstanding shares of common stock of Bimini. In addition, as of December 31, 2023, Bimini owned 569,071 shares, or 1.1%, of the outstanding shares of our common stock. Our Manager is a wholly-owned subsidiary of Bimini.