ARMOUR RESIDENTIAL REIT INC (ARR)
Sector: Financials
2026 Annual Meeting Analysis
ARMOUR RESIDENTIAL REIT INC · Meeting: April 30, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight (8) Directors to ARMOUR's Board of Directors
No overboarding, no attendance issues, and the 3-year TSR gap versus the disclosed peer group (-31.4pp) does not exceed the 35pp threshold required to trigger a vote against for a director with low-positive absolute returns; Ulm's extensive structured finance and mortgage-backed securities experience is directly relevant.
No overboarding, attendance is satisfactory, and the TSR underperformance trigger does not apply given the peer-group gap of -31.4pp is below the 35pp threshold; Staton brings extensive private equity, corporate governance, and REIT board experience.
No overboarding, attendance is satisfactory, and the 3-year peer-group TSR gap does not meet the 35pp trigger threshold; Bell brings investment management and multi-industry board experience that is relevant to the company's oversight needs.
Director joined in July 2019, attendance is satisfactory, the peer-group TSR underperformance gap (-31.4pp) is below the 35pp threshold, and Behar brings deep real estate investment, CFA-level financial expertise, and active REIT board experience that is directly relevant.
No overboarding, attendance is satisfactory, the TSR trigger does not apply, and Downey brings nearly 30 years of fixed-income capital markets and mortgage product experience directly relevant to a mortgage REIT board.
No overboarding, all attendance thresholds are met, the 3-year peer-group TSR gap (-31.4pp) does not reach the 35pp trigger, and Hain brings extensive investment management and financial markets experience relevant to oversight of the company.
No overboarding, attendance is satisfactory, the TSR trigger does not apply, and Hollihan's 40-plus years of investment banking and structured finance experience is highly relevant to the company's business.
No overboarding, attendance is satisfactory, the 3-year peer-group TSR gap (-31.4pp) is below the 35pp threshold, and Paperin's financial literacy and audit committee financial expert designation reflect appropriate expertise for his oversight role.
All eight director nominees pass the policy screens: the 3-year TSR gap versus the company-disclosed peer group (-31.4 percentage points) does not exceed the 35-point threshold required to trigger a vote against under the low-positive absolute TSR band; no director is overboarded; attendance was at least 75% for all members; all committees are composed exclusively of independent directors; and each nominee brings relevant skills to a mortgage REIT board. Vote FOR all eight nominees.
Say on Pay
✓ FORCEO
Scott J. Ulm
Total Comp
N/A
Prior Support
94%%
ARMOUR is externally managed, so the company's direct role in compensation is limited to granting equity awards — the CEO received no direct cash or equity compensation from ARMOUR in 2025, and cash salaries and bonuses are paid entirely by the external manager ACM, not by the company. The equity awards that were granted to other named executive officers vest ratably over at least 20 quarters, providing meaningful retention and alignment with shareholders, and the company's annual dilution rate from equity grants has been well below the 2-3% policy threshold (0.24% burn rate in 2025 and 0.60% adjusted). Shareholders gave strong 94% approval at the 2025 annual meeting, indicating broad acceptance of this externally-managed compensation structure, and no policy triggers are met that would require a vote against.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,575,000
Non-Audit Fees
$61,821
Non-audit fees (tax fees of $59,926 plus other fees of $1,895 = $61,821) represent approximately 3.9% of audit fees ($1,575,000), well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $1.8B market cap company; auditor tenure is not disclosed in the proxy so no tenure trigger can be applied; and no material financial restatements are noted. Vote FOR.
Overall Assessment
The 2026 ARMOUR Residential REIT annual meeting presents five proposals; under the applicable voting policy, all eight director nominees receive a FOR determination because the 3-year TSR gap versus the company-disclosed peer group (-31.4 percentage points) falls short of the 35-point trigger threshold, and no other policy flags apply. The auditor ratification earns a FOR based on a very low non-audit fee ratio of approximately 3.9%, and the say-on-pay vote earns a FOR given the externally-managed structure, modest equity dilution, strong prior-year shareholder support of 94%, and time-based vesting schedules that align executive and shareholder interests.
Compensation Peer Group
6 companies disclosed in 2026 proxy filing