INVESCO MORTGAGE CAPITAL REIT INC (IVR)
Sector: Financials
2026 Annual Meeting Analysis
INVESCO MORTGAGE CAPITAL REIT INC · Meeting: May 5, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of six (6) directors to the Board of Directors to hold office until the annual meeting of stockholders in 2027
Fleshman joined the board in November 2024 — less than 24 months ago — so he is fully exempt from the TSR performance trigger under policy; he brings strong audit and real estate REIT credentials as a former Deloitte partner and CPA, and no other disqualifying factors apply.
Kelley has served since 2023 (approximately 3 years), and IVR's 3-year price return of +17.8% versus the REM benchmark return of +28.4% represents a gap of -10.6 percentage points, well below the 50-percentage-point threshold required to trigger an against vote for a company with low-positive absolute TSR; no other disqualifying factors apply.
Larosiliere was appointed in March 2026 — less than 24 months ago — so she is fully exempt from the TSR performance trigger under policy; she is classified as an executive director (Invesco employee) and does not sit on audit or compensation committees, so no independence concerns are triggered.
Liu has served since 2022 (approximately 4 years), and IVR's 3-year gap versus REM of -10.6 percentage points is far below the 50-percentage-point trigger threshold for a low-positive absolute TSR company; he holds no more than 3 public board seats, meets independence standards, and brings relevant governance and legal expertise.
McMullan joined in 2024 — less than 24 months ago — so he is fully exempt from the TSR performance trigger; he brings deep mortgage and MBS expertise as a former CEO of FHLBank Atlanta, and no other disqualifying factors apply.
Waldner was appointed in June 2025 — less than 24 months ago — so he is fully exempt from the TSR performance trigger; he is an executive director (Invesco employee) who does not sit on audit or compensation committees, and brings relevant fixed income and macroeconomic expertise.
All six director nominees receive a FOR vote. IVR's 3-year price return of +17.8% trails the REM — iShares Mortgage Real Estate ETF benchmark by only 10.6 percentage points, well below the 50-percentage-point threshold required to trigger an against vote for a company with low-positive absolute TSR. Four of the six nominees joined within the past 24 months and are exempt from the TSR trigger entirely. The board demonstrates appropriate independence (five of eight directors are independent), relevant industry expertise, no overboarding issues, and adequate meeting attendance (all directors met the 75% threshold in 2025).
Say on Pay
✓ FORCEO
John M. Anzalone
Total Comp
N/A
Prior Support
88%%
IVR is an externally managed REIT and pays no direct compensation to its executive officers — all pay is made by the external manager, Invesco Advisers, Inc., out of the management fee. Because the company does not set or pay executive compensation, the standard benchmarking and pay-for-performance alignment checks cannot be applied in the normal way. The prior Say on Pay vote received 88% support in 2025, well above the 70% threshold that would require a response, and the company has maintained consistent disclosure of its externally managed structure. There are no red flags in pay structure, clawback policy, or governance that would warrant an against vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,110,000
Non-Audit Fees
$2,000
Non-audit fees of $2,000 represent less than 1% of audit fees of $1,110,000, far below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $650 million market cap company; no material restatements are disclosed; and while auditor tenure is not explicitly stated in the proxy, the policy requires confirmed data to trigger a no vote on tenure grounds, so the default FOR applies.
Overall Assessment
The 2026 IVR annual meeting presents a clean ballot with three standard proposals. All six director nominees receive a FOR vote as TSR underperformance versus the REM — iShares Mortgage Real Estate ETF is modest at 10.6 percentage points against a 50-percentage-point trigger threshold, four nominees are exempt due to short tenure, and no other governance concerns are present; the Say on Pay and PwC auditor ratification proposals also receive straightforward FOR votes given the company's externally managed structure (no direct executive pay), negligible non-audit fees, and strong prior shareholder support.