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BIMINI CAPITAL MANAGEMENT, INC.

For the period ended Jun 10, 2025. Filed Apr 28, 2025.

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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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

BIMINI CAPITAL MANAGEMENT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fees paid on table in exhibit required by item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

3305 Flamingo Drive

Vero Beach, Florida 32963

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2025

Dear Stockholder:

The 2025 Annual Meeting of Stockholders of Bimini Capital Management, Inc., a Maryland corporation, will be held at our principal executive office, located at 3305 Flamingo Drive, Vero Beach, Florida on June 10, 2025, at 8:00 a.m., Eastern Time, for the following purposes:

  1. To elect one Class I director, to serve until the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified;

  2. To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2025; and

  3. To consider and vote upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on April 16, 2025 as the record date for the annual meeting. Only holders of record of our Class A Common Stock and Class B Common Stock as of that date are entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the annual meeting will be available at the annual meeting.

Your vote is very important. If you do not provide voting instructions, your shares will not be voted or counted on several important matters. We urge you to vote as soon as possible after you receive these proxy materials, even if you plan on attending the annual meeting. These materials explain how to vote via mail, phone or Internet.

Admission to the annual meeting will be by admission ticket only. If you are a stockholder of record and plan to attend, tear off the admission ticket from the top half of your proxy card and bring it and a photo ID with you so that you may gain admission to the meeting. If your shares are held through a broker, please contact your broker and request that the broker obtain an admission ticket for you or provide you with evidence of your share ownership, which will gain you admission to the annual meeting.

By Order of the Board of Directors,

Robert E. Cauley

Chairman of the Board and CEO

Vero Beach, Florida

April 28, 2025

TABLE OF CONTENTS
Page
Proxy Statement1
Proxy Statement Summary2
Environmental, Social and Governance (“ESG”) Achievements and Highlights3
General Information About Voting4
Proposal 1: Election of Class III Director6
Nominees for Director6
Continuing Directors7
Corporate Governance7
Board of Directors Composition7
Director Independence8
Board Meetings and Committees8
Board of Directors Leadership Structure9
Board Role in Risk Oversight10
Code of Business Conduct and Ethics10
Insider Trading Policy10
Policy Prohibiting Pledging and Hedging10
Timing of Certain Equity Awards10
Cybersecurity11
Compensation of Directors11
Proposal 2: To Ratify the Selection of Independent Registered Public Accounting Firm12
Pre-Approval Policies and Procedures of Our Audit Committee13
Fee Disclosure13
Audit Committee Report14
Executive Officers15
Compensation Discussion and Analysis15
Executive Compensation17
Summary Compensation Table17
Pay Versus Performance18
Potential Payments Upon Termination of Change in Control20
Security Ownership of Management and Certain Beneficial Owners22
Delinquent Section 16(a) Reports22
Certain Relationships and Related Parties23
Stockholder Communications24
Proposals of Stockholders24
Other Matters25
Adjournments25

BIMINI CAPITAL MANAGEMENT, INC.

3305 Flamingo Drive

Vero Beach, Florida 32963

(772) 231-1400

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.