Invesco Mortgage Capital Inc.
For the period ended May 7, 2024. Filed Mar 22, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2024 · Filed Mar 22, 2024
Contents
Proxy statement summary
This summary highlights selected information in this Proxy Statement. Please review the entire Proxy Statement and the company’s Annual Report on Form 10-K for the year ended December 31, 2023 before voting.
Matters for stockholder voting
At this year’s Annual Meeting, we are asking our stockholders to vote on the following matters:
| Proposal | Board vote recommendation |
| 1 | Election of directors |
| 2 | Advisory vote to approve the company’s executive compensation |
| 3 | To approve the amendment and restatement of the Invesco Mortgage Capital Inc. 2009 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan and make certain other revisions |
| 4 | Appointment of PricewaterhouseCoopers LLP for 2024 |
1 IVR | Invesco Mortgage Capital Inc.
Our directors and their qualifications The Board believes that all of the directors are highly qualified. Our directors have the significant leadership and professional experience, knowledge and skills necessary to provide effective oversight and guidance for the company’s strategy and operations. All the directors satisfy the criteria set forth in our Corporate Governance Guidelines and possess the characteristics that are essential for the proper functioning of our Board. As a group, they represent diverse views, experiences and backgrounds. The matrix below is intended to depict notable competencies for each director in areas that our Board has identified as particularly valuable to the effective oversight of the company and the execution of our corporate strategy; not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience, and/or oversight responsibilities. Additional biographical information on each nominee is set out starting on page 6.
2024 Proxy Statement 2
| Governance highlights | |
|---|---|
| Independence • 5 out of our 7 current directors are independent. • All of our Board committees are composed exclusively of independent directors. Independent Chair • We have an independent chair of our Board (the “Chair”), selected by the independent directors. • The Chair serves as liaison between management and the other independent directors. Executive sessions • The independent directors regularly meet in private without management. • The Chair presides at these executive sessions. Share ownership requirements • We require our non-executive directors and executive officers to maintain an ownership level of our stock. Board Refreshment • Added two new diverse directors to the Board in 2023, further increasing Board diversity. • Independent Directors may not stand for election after age 75 subject to a transition period for current directors. Board practices • Our Board annually reviews its effectiveness as a group, with directors participating in one-on-one interviews coordinated by an independent external advisor that reports the results of the annual review to the Board in person. | Accountability • Directors must be elected annually by a majority of votes cast. Insider trading restrictions • Our insider trading policy prohibits short selling, dealing in publicly-traded options, pledging and hedging or monetization transactions in our equity securities. Board oversight of risk management • Our Board has principal responsibility for oversight of the company’s risk management process and understanding of the overall risk profile of the company. Diversity • Our Board seeks out highly qualified candidates of diverse gender, race and ethnicity, as well as taking into account other factors that promote principles of diversity. • Our Board ensures that women and underrepresented groups are included in each pool of candidates. Overboarding • All directors serve on the boards of three or fewer public companies. |
3 IVR | Invesco Mortgage Capital Inc.
Director nominees highlights
Director tenure The tenure of our nominated directors ranges from less than one to fifteen years (since our inception). Our directors contribute a wide range of knowledge, skills and experience as illustrated in their individual biographies. We believe the tenure of the members of our Board provides the appropriate balance of expertise, experience, continuity and new perspectives to our Board to serve the best interests of our stockholders. As the Board considers new director nominees, it takes into account a number of factors, including nominees that have skills that will match the needs of the company’s long-term strategy and will bring diversity of thought, perspective, experience and background to our Board. Per our Corporate Governance Guidelines, the Board seeks out highly qualified candidates of diverse gender, race and ethnicity, as well as taking into account other factors that promote principles of diversity, and ensures that women and underrepresented candidates are included in each pool of candidates from which the Board nominees are chosen. For more information on our director nomination process, see Information about our Director Nominees — Director recruitment. Stockholder engagement We value our stockholders’ perspectives and each year interact with stockholders through numerous engagement activities including through our quarterly earnings calls, investor conferences and via our Investor Relations department. These activities and the feedback we receive assist our ongoing efforts to ensure that our disclosures are transparent and accessible. Stockholders may contact our Investor Relations department at contactus@invescomortgagecapital.com.
2024 Proxy Statement 4
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.