Orchid Island Capital, Inc.
For the period ended Jun 10, 2025. Filed Apr 28, 2025.
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.
Jun 10, 2025 · Filed Apr 28, 2025
Contents
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.
Pay Versus Performance Table
| Value of Initial Fixed | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Summary · $100 Investment Based On: | ||||||||||
| Summary · Compensation · Compensation · Peer Group · Peer | ||||||||||
| Compensation · Compensation · Table Total · Actually Paid · Total · Total · Relative | ||||||||||
| Table Total · Actually Paid · for Non-PEO · to Non-PEO · Shareholder · Shareholder · Net Income · Financial | ||||||||||
| Year · for PEO (1) · to PEO (2) · NEOs · NEOs · Return (3) · Return (3)(4) · (in Thousands) · Performance (5) | ||||||||||
| 2024 | $220,000 | $248,752 | $205,000 | $227,666 | $62.76 | $79.80 | $37,784 | (5.5)% | ||
| 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)% |
(1) Robert E. Cauley was our PEO and George H. Haas, IV was our Non-PEO NEO for each year presented.
(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.
(3) Total Shareholder Return and Peer Group Total Shareholder Return assumes $100 invested at December 31, 2019.
(4) The Peer Group referenced for purposes of the Total Shareholder Return comparison consists of the NAREIT Mortgage REIT TRR Index.
(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—2024 Long-Term Equity Incentive Compensation Plan” and the 2023 LTICP, 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. For compensation paid in 2024, the peer group was the same as in 2023, except that the Company removed Arlington Asset Investment Corp. as a result of its acquisition.
| 2024 · 2023 · 2022 · 2021 · 2020 | ||||||
|---|---|---|---|---|---|---|
| PEO SUMMARY COMPENSATION TABLE TOTAL | $220,000 | $615,621 | $512,074 | $737,788 | $ | - |
| Add (Subtract): | ||||||
| Amounts reported under Stock Awards Column in the Summary Compensation Table | (220,000) | (615,621) | (512,074) | (737,788) | - | |
| Fair value as of vesting date of awards granted and vested during the year | 110,000 | 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 | 99,281 | 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 | (10,666) | (14,989) | (65,244) | - | (1,229) | |
| Change in fair value of equity awards granted in prior years that vested during the year | (896) | (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 | 51,033 | 59,838 | 55,583 | 37,629 | 4,602 | |
| Total Equity Award Related Adjustments | 28,752 | (124,987) | (246,744) | (48,365) | (9,523) | |
| COMPENSATION ACTUALLY PAID TO PEO | $248,752 | $490,634 | $265,330 | $689,423 | $(9,523) | |
| 2024 · 2023 · 2022 · 2021 · 2020 | ||||||
|---|---|---|---|---|---|---|
| NON-PEO NEO SUMMARY COMPENSATION TABLE TOTAL | $205,000 | $469,143 | $390,234 | $562,242 | $ | - |
| Add (Subtract): | ||||||
| Amounts reported under Stock Awards Column in the Summary Compensation Table | (205,000) | (469,143) | (390,234) | (562,242) | - | |
| Fair value as of vesting date of awards granted and vested during the year | 102,500 | 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 | 92,504 | 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 | (8,127) | (11,421) | (49,716) | - | (1,006) | |
| Change in fair value of equity awards granted in prior years that vested during the year | (678) | (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 | 41,467 | 45,702 | 40,618 | 28,749 | 3,874 | |
| Total Equity Award Related Adjustments | 22,666 | (95,146) | (189,784) | (36,742) | (7,880) | |
| COMPENSATION ACTUALLY PAID TO PEO | $227,666 | $373,997 | $200,450 | $525,500 | $(7,880) | |
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:
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:
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:
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:
Measure
Peer-Relative Financial Performance
Agency RMBS Rate Relative Performance
Peer-Relative Book Value Performance
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."
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.