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 exempt from the TSR performance trigger under policy; he brings strong audit and REIT financial expertise as a CPA and former Deloitte partner, and there are no overboarding, attendance, or independence concerns.
Kelley has served since 2023 (approximately 3 years), and IVR's 3-year price return of +17.8% versus the REM — iShares Mortgage Real Estate ETF 3-year return of +28.4% produces a gap of -10.6pp, well below the 50pp underperformance threshold required to trigger a No vote for a company with a low-positive absolute TSR; no overboarding, attendance, or independence concerns were identified.
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 the audit or compensation committee, so no independence conflict applies.
Liu has served since 2022 (approximately 4 years), and IVR's 3-year price return of +17.8% versus the REM — iShares Mortgage Real Estate ETF 3-year return of +28.4% produces a gap of -10.6pp, well below the 50pp underperformance threshold required to trigger a No vote for a company with a low-positive absolute TSR; no overboarding, attendance, or independence concerns were identified.
McMullan was appointed in 2024 — less than 24 months ago — so he is exempt from the TSR performance trigger under policy; he brings deep mortgage finance and executive leadership experience, and there are no overboarding, attendance, or independence concerns.
Waldner was appointed in June 2025 — less than 24 months ago — so he is fully exempt from the TSR performance trigger under policy; he is classified as an executive director (Invesco employee) and does not sit on any board committee, so no independence conflict applies.
All six nominees receive a FOR vote. IVR's 3-year price return of +17.8% trails the REM — iShares Mortgage Real Estate ETF return of +28.4% by 10.6 percentage points, which is comfortably below the 50pp trigger threshold applicable to companies with a low-positive absolute TSR. Four of the six nominees joined within the past 24 months and are exempt from the TSR trigger entirely. No director is overboarded, all attended at least 75% of meetings, all committee assignments are appropriately independent, and the board discloses a skills matrix supporting qualification transparency.
Say on Pay
✓ FORCEO
John M. Anzalone
Total Comp
N/A
Prior Support
88%%
IVR is externally managed by Invesco Advisers, Inc., meaning the company pays no direct cash or equity compensation to its executive officers — they are employees of the manager and are paid entirely by Invesco out of the management fee. Because there is effectively no executive compensation program for shareholders to evaluate under standard pay-level or pay-for-performance tests, the normal benchmarking screens do not apply. The prior say-on-pay vote received 88% support, well above the 70% threshold that would require a response, and the compensation structure has remained consistent with no adverse changes. A FOR vote is appropriate given the absence of any company-paid compensation and strong prior shareholder support.
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 well under 1% of audit fees of $1,110,000, far below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm fully appropriate for a $650M market-cap company; auditor tenure was not disclosed in the proxy so the tenure trigger cannot fire under policy; no restatements were noted.
Overall Assessment
The 2026 IVR annual meeting presents three standard proposals: election of six directors, an advisory say-on-pay vote, and ratification of PwC as auditor. All three receive a FOR vote — the director slate is well-qualified with no TSR trigger breaches, the company pays no direct executive compensation making say-on-pay a formality with strong prior support, and PwC's fee structure raises no independence concerns.