Invesco Mortgage Capital Inc DEF 14A, filed Mar 24, 2025

About this DEF 14A

Invesco Mortgage Capital Inc. (IVR)

DEF 14A 2025-03-24 For: 2025-05-06

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Added on June 12, 2026

Recommendation of the Board

The Board unanimously recommends a vote “FOR” the election to the Board of each of the director nominees.

Vote required: This proposal requires the affirmative vote of a majority of votes cast at the Annual Meeting.

Invesco Mortgage Capital Inc filed this DEF 14A on March 24, 2025.

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☐		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 Rule 240.14a-12


☒		No fee required.

☐		Fee paid previously with preliminary materials.

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


Proxy statement summary			1

Proposal No. 1 – Election of directors			5

Information about Director Nominees			6

Corporate governance			12

Information about the Board and its committees			14
Board of directors and committees			14
Board meetings and annual meeting of stockholders			14
The Audit Committee			14
The Compensation Committee			15
The Nomination and Corporate Governance Committee			15
Director compensation			16

Information about the Executive Officers of the company			18

Executive compensation			20
Compensation discussion and analysis			20
Compensation Committee report			23

Compensation committee interlocks and insider participation			24

Certain relationships and related transactions			24

Related person transaction policy			25

Security ownership of principal stockholders			25

Security ownership of management			26


Proposal No. 2 – Advisory vote on executive compensation			27

Proposal No. 3 – Ratification of Appointment of independent registered public accounting firm			28

Fees paid to independent registered public accounting firm			29

Pre-approval process and policy			29

Report of the audit committee			30

General information regarding the annual meeting			31
Questions and answers about voting your common shares			31
Important additional information			34



Proposal		Board vote recommendation

1	Election of directors		FOR

2	Advisory vote to approve the company’s executive compensation		FOR

3	Ratification of Appointment of PricewaterhouseCoopers LLP for 2025		FOR


Director nominees highlights

Director tenure The tenure of our nominated directors ranges from less than one to sixteen years (since our inception). Our directors contribute a wide range of knowledge, skills and experience as illustrated in their individual biographies. We believe the tenure of the members of our Board provides the appropriate balance of expertise, experience, continuity and new perspectives to our Board to serve the best interests of our stockholders. As the Board considers new director nominees, it takes into account a number of factors, including nominees that have skills that will match the needs of the company’s long-term strategy and will bring diversity of thought, perspective, experience and background to our Board. Per our Corporate Governance Guidelines, the Board seeks out highly qualified candidates of diverse gender, race and ethnicity, as well as taking into account other factors that promote principles of diversity, and ensures that women and underrepresented candidates are included in each pool of candidates from which the Board nominees are chosen. For more information on our director nomination process, see Information about our Director Nominees — Director recruitment. Stockholder engagement We value our stockholders’ perspectives and each year interact with stockholders through numerous engagement activities including through our quarterly earnings calls, investor conferences and via our Investor Relations department. These activities and the feedback we receive assist our ongoing efforts to ensure that our disclosures are transparent and accessible. Stockholders may contact our Investor Relations department at contactus@invescomortgagecapital.com.


Proposal		Election of directors
1		Our Board of Directors currently has nine directors, each of whom is serving a term of office that continues until the Annual Meeting in 2025, or until such director’s successor has been duly elected and qualified, or such director is removed from office or such director’s office is otherwise earlier vacated. Dennis P. Lockhart, consistent with the company’s retirement policy, is not seeking re-election this year. Beth A. Zayicek, one of our executive directors, is not seeking re-election this year consistent with her announced upcoming departure as an employee of Invesco.
1		The Board has nominated John S. Day, Robert L. Fleshman, Carolyn L. Gibbs, Carolyn B. Handlon, Katharine W. Kelley, Don H. Liu, and W. Wesley McMullan for election as directors of the company for a term ending at the 2026 Annual Meeting, or until such director’s successor has been duly elected and qualified, or such director is removed from office. Further information regarding the nominees is shown on the following pages. Each nominee has indicated to the company that the nominee would serve if elected. We do not anticipate that any of our director nominees would be unable to stand for election, but if that were to happen, the Board may reduce the size of the Board, designate a substitute or leave a vacancy unfilled. If a substitute is designated, proxies voting on the original director candidate will be cast for the substituted candidate.

		Under our Bylaws, at any meeting held for the purpose of electing directors at which a quorum is present, each director nominee receiving the affirmative vote of a majority of the total votes cast with respect to such nominee at the meeting will be elected as a director. If a nominee for director who is an incumbent director is not elected and no successor has been elected at the meeting, the director is required under our Bylaws to submit his or her resignation as a director. Our Nomination and Corporate Governance Committee would then make a recommendation to the full Board on whether to accept or reject the resignation. If the resignation is not accepted by the Board, the director will continue to serve until the next annual meeting or until his or her successor is duly elected, or his or her earlier resignation or removal. If the director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill the vacancy or decrease the size of the Board. However, if the number of nominees exceeds the number of positions available for the election of directors, the directors so elected shall be those nominees who have received the greatest number of affirmative votes so long as such nominee also received at least an affirmative majority of the total votes cast at the Annual Meeting or by proxy.


		The Nomination and Corporate Governance Committee reviews and updates its criteria for prospective directors based on succession planning for directors, to enhance skill sets among current directors and to address new or evolving needs of the company. The committee utilizes recommendations from directors and an independent search firm to determine candidates for consideration. We are committed to having our Board represent diverse backgrounds and a wide range of professional experience in areas that are relevant to our business and status as a public company. Our Corporate Governance Guidelines require that the Board seek out highly qualified candidates of diverse gender, race and ethnicity and take into account other factors that promote principles of diversity and ensure that women and underrepresented candidates are included in each pool of candidates from which the Board nominees are chosen. Candidates meet with members of the Nomination and Corporate Governance Committee, the Board Chair and the other Board members who assess candidates based on several factors, including whether the nominee has skills that will meet the needs of the company’s objectives and will bring diversity of thought, perspective, experience and background to our Board. Due diligence is conducted, including soliciting feedback on potential candidates from persons outside the company. Qualified candidates are presented to the Board of Directors.
		Two new directors joined our Board in 2024, contributing the following skills and traits:
		• Financial services/capital markets		• Risk management
		• Executive leadership		• Accounting and Financial Reporting
		• Mortgage industry/MBS		• Technical–Government, legal and regulatory


		Corporate governance

The Board has adopted Corporate Governance Guidelines.		Corporate governance guidelines The Board has adopted Corporate Governance Guidelines (“Guidelines”) which are available in the corporate governance section of the company’s website at www.invescomortgagecapital.com (the “company’s website”). The information on the company’s website is not intended to form a part of, and is not incorporated by reference into, this Proxy Statement. The Guidelines set forth the practices the Board follows with respect to, among other matters, the composition of the Board, director responsibilities, Board committees, director access to officers and independent advisors, director compensation and the performance evaluation of the Board.

The Board is elected by stockholders to oversee our management team and to seek to assure that the long-term interests of the stockholders are being served. The company has chosen to separate the chief executive officer and Board Chair positions.		Board leadership structure As described in the Guidelines, our business is conducted day-to-day by our officers and our manager, under the direction of the chief executive officer and the oversight of the Board, to enhance the long-term value of the company for its stockholders. The Board is elected by the stockholders to oversee the officers of the company and our manager and to seek to assure that the long-term interests of the stockholders are being served. In light of these differences in the fundamental roles of the Board and management, the company has chosen to separate the chief executive officer and Board Chair positions. The Board believes separation of these roles: (i) allows the Board to more effectively monitor and evaluate objectively the performance of the chief executive officer, such that the chief executive officer is more likely to be held accountable for his performance, (ii) allows the non-executive Chair to control the Board’s agenda and information flow, and (iii) creates an atmosphere in which other directors are more likely to challenge the chief executive officer and other members of our senior management team. For these reasons, the company believes that this Board leadership structure is currently the most appropriate structure for the company. Nevertheless, the Board may reassess the appropriateness of the existing structure at any time, including following changes in Board composition, in management, or in the character of the company’s business and operations.

Our Board has established a code of conduct and a Directors Code of Conduct.		Code of conduct and Directors Code of Conduct Our Board of Directors has established a code of conduct that applies to our officers, executive directors and independent contractors and to our manager’s officers, employees and affiliates when such individuals are acting for or on our behalf (the “code of conduct”). In addition, our Board of Directors has adopted a separate Directors Code of Conduct that applies to all members of the Board. Among other matters, our code of conduct and Directors Code of Conduct are designed to deter wrongdoing and to promote:
		• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
		• full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;
		• compliance with applicable governmental laws, rules and regulations;
		• prompt internal reporting of violations of the code of conduct to appropriate persons identified in the code of conduct; and
		• accountability for adherence to the code of conduct.
		Any waiver of the code of conduct for our executive officers or directors may be made only by our Board of Directors or one of our Board committees. The code of conduct and Directors Code of Conduct are posted on the company’s website. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the code of conduct or Directors Code of Conduct by posting such information on the company’s website.
		Our insider trading policy contains our Hedging Policy, which is described in detail on page 22 of this Proxy Statement.




Members: Carolyn B. Handlon (Chair) John S. Day Katharine W. Kelley Don H. Liu Dennis P. Lockhart W. Wesley McMullan Robert L. Fleshman Independence: Each member of the committee is independent under SEC and NYSE rules and financially literate Audit Committee Financial Experts: Mr. Day , Mr. Fleshman and Ms. Handlon qualify under SEC rules and regulations Meetings held in 2024: 4		The Audit Committee Under its charter, the committee: • is comprised of at least three members of the Board and each is “independent” under the NYSE and SEC rules and is also “financially literate,” as defined under NYSE rules; • members are appointed and removed by the Board; • is required to meet at least quarterly; • periodically meets with the internal auditor and the independent auditor in separate executive sessions without members of senior management present; • has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties; and • reports to the Board regularly. The committee’s charter is available on the company’s website. The charter sets forth the committee’s responsibilities, which include assisting the Board in fulfilling its responsibility to oversee (i) the company’s financial reporting, auditing and internal control activities, including the integrity of the company’s financial statements, (ii) the independent auditor’s qualifications and independence, (iii) the performance of the company’s internal audit function and independent auditor, and (iv) the company’s compliance with legal and regulatory requirements.




Members: Dennis P. Lockhart (Chair) John S. Day Carolyn B. Handlon Katharine W. Kelley Don H. Liu W. Wesley McMullan Robert L. Fleshman Independence: Each member of the committee is independent under SEC and NYSE rules Meetings held in 2024: 2		The Compensation Committee Under its charter, the committee: • is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules; • members are appointed and removed by the Board; and • has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties, including any compensation consulting firm. The committee’s charter is available on the company’s website. The charter sets forth the committee’s responsibilities, which include (i) annually approving the compensation structure for, and reviewing and approving the compensation from the company, if any, of, senior officers, and overseeing the annual process for evaluating their performance, (ii) overseeing the administration of the company’s equity-based and other incentive compensation plans, (iii) assisting the Board with executive succession planning, and (iv) determining the compensation for the company’s non-executive directors. While the company remains externally managed, the committee will not be responsible for approving the compensation (and related goals and objectives) of the company’s CEO and senior officers (the “Plan and Objectives”). However, the committee will review and discuss the Plan and Objectives to validate alignment with stockholder interests and confirm there are no potential conflicts of interests. The committee meets at least annually to review and make recommendations to the Board on the compensation of the company’s non-executive directors.


Members: Don H. Liu (Chair) John S. Day Carolyn B. Handlon Katharine W. Kelley Dennis P. Lockhart W. Wesley McMullan Robert L. Fleshman Independence: Each member of the committee is independent under SEC and NYSE rules Meetings held in 2024: 6		The Nomination and Corporate Governance Committee Under its charter, the committee: • is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules; • members are appointed and removed by the Board; and • has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties. The committee’s charter is available on the company’s website. The charter sets forth the committee’s responsibilities, which include (i) establishing procedures for identifying and evaluating potential nominees for director, (ii) recommending to the Board potential nominees for election and (iii) periodically reviewing and reassessing the adequacy of the Guidelines to determine whether any changes are appropriate and recommending any such changes to the Board for its approval. The candidates proposed for election in Proposal No. 1 of this Proxy Statement were unanimously recommended by the committee to the Board. For more information regarding the director recruitment process, see Information about Director Nominees - Director recruitment.



Base fee		The annual base fee was set at $95,000 and was paid in quarterly installments in arrears.

Equity award		Each non-executive director received an annual equity award in the amount of $95,000, payable in shares of our common stock. This award is granted on an annual basis in advance of service in the form of restricted shares of common stock that vest on the one year anniversary of the date of grant.

Chair fee		The Chair of the Board received an additional annual cash fee of $45,000.

Audit Committee Chair fee		The Chair of the Audit Committee received an additional annual cash fee of $20,000.

Compensation Committee Chair fee		The Chair of the Compensation Committee received an additional annual cash fee of $10,000.

Nomination and Corporate Governance Committee Chair fee		The Chair of the Nomination and Corporate Governance Committee received an additional annual cash fee of $10,000.


Director compensation table
The following table sets forth the compensation paid to our non-executive directors during 2024.
Name	Fees earned or paid in cash ($)¹		Share awards ($)²		Total ($)

John S. Day		137,500		94,997		232,497

Robert L. Fleshman		–		45,666		45,666

Carolyn B. Handlon		112,500		94,997		207,497

Katharine W. Kelley		92,500		94,997		187,497

Don H. Liu		102,500		94,997		197,497

Dennis P. Lockhart		102,500		94,997		197,497

W. Wesley McMullen		25,577		82,203		107,780


		John M. Anzalone Mr. Anzalone has served as our Chief Executive Officer since 2017. Prior to becoming CEO, Mr. Anzalone served as our Chief Investment Officer since the company’s inception in 2009. Mr. Anzalone joined Invesco’s Fixed Income Division (“IFI”) in 2002, where until the end of 2023, he was a Senior Portfolio Manager and from 2007-2023, the Head of Structured Securities Portfolio Management. Mr. Anzalone also served as a member of IFI’s Investment Strategy team, which is responsible for providing investment views for risk positioning and asset allocation across the platform. As the Head of the Structured Securities group, he was responsible for the application of investment strategy across portfolios consistent with client investment objectives and guidelines. Additionally, the team is responsible for analyzing and implementing investment actions in the residential, commercial mortgage-backed and asset backed securities sectors. Mr. Anzalone began his investment career in 1992 at Union Trust. In 1994, he moved to AgriBank, FCB, where he served as a Senior Trader for six years. Mr. Anzalone is also a former employee of Advantus Capital Management where he was a Senior Trader responsible for trading mortgage-backed, asset-backed and commercial mortgage securities. Mr. Anzalone received a B.A. degree in Economics from Hobart College and an M.B.A. from the Simon School at the University of Rochester. Mr. Anzalone is a Chartered Financial Analyst.
John M. Anzalone Chief Executive Officer
Age	Tenure
60	15 Years
		Mark Gregson Mark Gregson was appointed Chief Financial Officer in December 2024, after having served as Interim Chief Financial Officer since October 2024. Additionally, Mr. Gregson has served as the Global Controller for Invesco since 2018. In addition to his controllership responsibilities, he is responsible for Invesco’s corporate public Financial Reporting, SOX and Controls, and Accounting Policy teams. He also serves as the Chief Financial Officer for Invesco’s broker dealers. Mr. Gregson joined Invesco and the financial industry in 1995. Prior to his current roles, he held several positions with Invesco’s US Retail Corporate Accounting team and spent six years as the assistant controller for North America. Mr. Gregson earned a BBA degree in accounting from the University of Houston. He is a Certified Public Accountant (CPA) and holds the Series 6, 27, and 99 registrations.
Mark Gregson Chief Financial Officer
Age	Tenure
51	< 1 Year

		Kevin M. Collins Mr. Collins has served as our President since 2017. Previously, he served as our Executive Vice President Commercial Mortgage Credit from March 2017 to October 2017 and as a Managing Director and our Head of Commercial Mortgage Credit from 2011 to March 2017. He is also the Co-Head of Structured Investments and Head of Commercial Mortgage Credit for Invesco Fixed Income. Prior to joining Invesco in 2007, Mr. Collins structured various capital funding strategies, including bond securitizations and secured lending facilities, for banks and specialty finance companies during his tenure at Credit Suisse First Boston. Mr. Collins began his career in the New York-based structured finance advisory services practice at Ernst & Young, focusing on structured product cash flow modeling and collateral analytics. Mr. Collins graduated with a B.S. in accounting from Florida State University and earned an M.B.A. from the Kellogg School of Management at Northwestern University.
Kevin M. Collins President
Age	Tenure
45	15 Years


		Brian P. Norris Mr. Norris has served as our Chief Investment Officer since 2019. Prior to his role as CIO, Mr. Norris served as Director, Portfolio Management since 2011 and has worked on behalf of the company since its inception in 2009. He is also a Senior Portfolio Manager on Invesco’s Structured Securities team, a position he has held since 2014. Mr. Norris joined Invesco in 2001, serving as a portfolio manager from 2006 to 2014 and an account manager from 2001 to 2006. Prior to joining Invesco, Mr. Norris worked as a securities trader with Todd Investment Advisors. He earned a BS degree in Business Administration with a concentration in finance from the University of Louisville and is a Chartered Financial Analyst (CFA) charterholder.

Brian P. Norris Chief Investment Officer

Age	Tenure
49	15 Years
		David B. Lyle Mr. Lyle has served as our Chief Operating Officer since 2017. Previously, he served as our Executive Vice President Residential Credit from March 2017 to October 2017 and as our Head of Residential Mortgage Credit from 2011 to March 2017. He is also the Co-Head of the Structured Investment Team and Head of Residential Mortgage-Backed Securities (“RMBS”) Credit for Invesco Fixed Income. Mr. Lyle has over 20 years of experience in the RMBS market. Prior to joining Invesco in 2006, Mr. Lyle spent three years at Friedman Billings Ramsey, where he was a Vice President in the Investment Banking ABS group. In this role, he participated in the financing, transaction management and analytics functions of the business. He also spent two years as an Analyst in the mortgage finance group at Wachovia Securities. Mr. Lyle graduated with a bachelor of engineering degree from Vanderbilt University.
David B. Lyle Chief Operating Officer
Age 46	Tenure 15 Years


Compensation discussion and analysis
This section presents a discussion and analysis of the philosophy and objectives in the design and implementation of compensation programs for our executive officers. This section is divided into two parts. First, we review key highlights of the relationship with our manager and our management agreement in order to provide important context regarding our operations. In the second part, we review the compensation program and philosophy of our manager and how compensation decisions are made for our executive officers.
We are externally managed and do not have any employees. Our executive officers are employees of our manager or one of its affiliates and do not receive compensation from us.		Our management agreement We are externally managed by Invesco Advisers, Inc., a wholly-owned subsidiary of Invesco Ltd., pursuant to a management agreement, which provides that our manager is responsible for managing our affairs. As highlighted below, we have no employees. Our executive officers are employees of our manager (or one of its affiliates) and as such have job-related responsibilities with our manager (or one of its affiliates). Our executive officers do not receive compensation from us, nor do we reimburse our manager for any of their compensation. Instead, our manager and its affiliates use the proceeds from the management fee, in part, to pay compensation to its officers and personnel, including our executive officers. No specific portion of the management fee is allocated to the compensation of our executive officers because these individuals manage or are associated with multiple Invesco products, and research and investment strategies employed may impact a number of products for which these individuals are responsible. As such, compensation for our executive officers reflects performance across all the products managed by them, and decisions are based on the principles and factors described below in Overview of our manager’s compensation program and philosophy. While each of these principles and factors is considered by our manager in making compensation decisions, our manager does not attempt to rank or assign relative weight to any factor but rather applies its judgment in considering them in their entirety.

		However, for context of our executive officers’ compensation in relation to our management fee, we provide an estimate of aggregate compensation of our executive officers that may reasonably be associated with the approximate total average assets of the company for 2024 compared to total average assets of products the executive officers managed or were associated with for 2024. Applying such methodology to compensation of our executive officers for 2024, the total compensation of the executive officers reasonably associated with their management of the company is $1.09 million, which represents 9.3% of the management fee paid by the company to our manager in 2024.

		Highlights of our management agreement
		• All of our executive officers are employees of our manager (or one of its affiliates) and are engaged in additional capacities for our manager (or one of its affiliates). • Our manager is responsible for the compensation of our executive officers and other employees of our manager who provide services to the company. We do not pay any cash or equity compensation to our executive officers, do not provide pension benefits, perquisites or other personal benefits, and have no employment agreements or arrangements to make any payments upon termination from service as an officer. • Our manager receives a management fee equal to 1.50% of our stockholders’ equity, subject to the exclusion of one-time events due to changes in U.S. GAAP and certain non-cash items upon approval of a majority of our independent directors, which is used, in part, to pay the compensation of our manager’s employees who provide services to the company. As noted above, no specific portion of the management fee is allocated to the compensation of our executive officers. For additional information about our management agreement, see Certain Relationships and Related Transactions.


• Investment performance		• Qualitative assessment
Measure investment performance against indicators of client success on products for which the investment team is responsible		Ensure sufficient flexibility for management to exercise judgment over bonus funding outcomes, to ensure results make sense for Invesco and the team/individual
• Financial results Provide appropriate linkage to our manager’s financial results related to the investment team • Balance Balance pay for investment performance with economic outcomes		• Risk management Design plans that do not create risks that are reasonably likely to have a material adverse impact on Invesco


Component	Purpose	Description
Fixed compensation

Base salary Cash	• Provides fixed pay for the performance of day-to-day job duties • Sole source of fixed cash compensation	• Based on knowledge, skills, experience, and scope of responsibility • Small portion of total annual compensation • Generally, remains static unless there is a promotion or adjustment needed due to industry trends

Variable compensation

Annual cash bonus	• Recognizes current year achievement of goals and objectives • Aligns with company, business unit and individual performance	• Reflects assessment of annual investment performance and financial results of the investment products for which the investment team is responsible

Invesco annual deferral award (time-based vesting)	• Along with annual cash bonus, provides a competitive annual incentive opportunity • Aligns with Invesco client and shareholder interests • Encourages retention by vesting over time	• Reflects assessment of annual investment performance and financial results of the investment products for which the investment team is responsible • Award is denominated in Invesco’s product fund offerings and settled in cash

Invesco long-term awards (time-based vesting)	• Recognizes potential for future contributions to Invesco’s long-term strategic objectives • Aligns with Invesco client and shareholder interests and encourages retention by vesting over time	• Reflects assessment of company and individual performance • Award is denominated in a combination of Invesco equity awards and cash-settled Invesco product fund offerings


Our executive officers’ incentive compensation is funded from an incentive pool which is the source of incentive compensation of all employees of Invesco.		Our executive officers’ annual incentive compensation is funded from an annual incentive pool which is the source of incentive compensation of all employees of Invesco and its affiliates. Each year, the Invesco Compensation Committee examines Invesco’s financial results and Invesco’s progress toward achieving its long-term strategic objectives and other factors, including revenue. Our executive officers are paid incentive compensation out of the Invesco-wide incentive pool taking into account the compensation principles set forth above. For 2024, our executive officers’ compensation, in the aggregate, was apportioned 32% to fixed compensation and 68% to variable or incentive compensation.


We have an executive officer stock ownership policy that aligns the interests of our executive officers with our stockholders.		Executive officer stock ownership policy In order to encourage the alignment of interests between our executive officers and our stockholders, we maintain an Executive Officer Stock Ownership Policy. The policy requires that, within five years of the date of the later of (i) the effective date of the policy or (ii) such executive officer’s first appointment: • the chief executive officer achieve an ownership level of at least 7,000 shares, and • the chief financial officer, the president, chief investment officer, and chief operating officer achieve an ownership level of at least 3,500 shares.
		All of our executive officers are expected to attain their respective ownership requirements within the time period prescribed by the policy.
		Insider Trading Policy and Procedures To promote compliance with applicable insider trading laws, rules and regulations, the company has adopted an insider trading policy that governs the purchase, sale, and/or other disposition of our securities by our directors, officers and employees, officers of our manager, employees of our manager who provided services to us, and by the company itself. Our insider trading policy includes pre-clearance requirements and procedures for our directors and executive officers prior to effecting any transaction involving our securities and a pre-approval requirement for those individuals prior to entering into a Rule 10b5-1 trading plan, or any amendment, suspension or termination of a Rule 10b5-1 trading plan. In addition, our insider trading policy prohibits short selling, dealing in publicly-traded options, pledging, hedging (see below) or monetization transactions in our securities.

		Hedging policy As part of our insider trading policy, we have a hedging policy in place for all of our directors, officers and employees of our manager who provided services to us, and any of their respective (i) family members that reside in the same household as the individual (including a child away at college), (ii) anyone else who lives in the household, and (iii) family members outside of the household whose transactions in the company’s securities are directed by such individual or are subject to such individual’s influence or control and (iv) any entities, including any corporations, partnerships or trusts that the individual influences or controls. Our policy prohibits hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involving our securities; however, limited exceptions are allowed. To date, no exceptions have been made.


		Clawback policy As required by the SEC, we have adopted and maintain a clawback policy. Because we do not pay incentive compensation to our executive officers, the scope of the policy does not impact our executive officers.

		Under the terms of the clawback policy, all incentive-based compensation that is awarded based wholly, or in part, upon attaining a financial measure received from our executive officers by the company is subject (if any) to the company’s Policy for Recoupment of Incentive Compensation (the “Clawback Policy”). The Clawback Policy provides for the forfeiture or “clawback” of incentive-based compensation to the extent practicable in the event that:
		1. the company issues a restatement of financial results to correct a material error: OR 2. the company experiences a little “r” restatement where an error occurs that is immaterial to the prior period financial statements; however, correcting the error, or the lack of correcting the error, in the current period would materially misstate the current period financial statements; AND the amount of incentive compensation that would have been awarded to the executive office (if any) had the financial results been properly reported would have been lower than the amount actually awarded.

We believe the structure of the management fee does not create an incentive for excessive or unnecessary risk-taking by our management team and reduces the risk of conflicts of interest with our manager.		Certain risks related to our management fee Because our management fee is calculated as a percent of stockholders’ equity, subject to specified adjustments, we believe the structure of the management fee does not create an incentive for management to take excessive or unnecessary risks and reduces the risk of conflicts of interests with our manager. Stockholders’ equity as the basis for the calculation does not result in leveraged pay-out curves, steep pay-out cliffs or set unreasonable goals and thresholds, each of which can promote excessive and unnecessary risks. In addition, the management fee may not be increased or revised without the approval of our independent directors.
		Consideration of prior advisory vote Our Compensation Committee noted the significant support received in the 2024 advisory vote on executive compensation (approximately 92% of votes cast), and therefore it has determined that no changes were advisable based on the outcome of that vote.
		Compensation Committee report The Compensation Committee of the company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. Respectfully submitted by the Compensation Committee:



		Dennis P. Lockhart (Chair) John S. Day Carolyn B. Handlon Don H. Liu		Katharine W. Kelley Robert L. Fleshman W. Wesley McMullan


		Certain relationships and related transactions


Our manager provides the day-to-day management of our operations pursuant to a management agreement between us and our manager.		Relationship to our manager In 2009, we entered into a management agreement with our manager pursuant to which our manager provides the day-to-day management of our operations. The management agreement requires our manager to conduct our business in conformity with the policies and the investment guidelines that are approved and monitored by our Board of Directors. Our manager is entitled to receive a management fee from us. The management fee is equal to 1.5% of the company’s stockholders’ equity per annum, subject to specified adjustments, which is calculated and payable quarterly in arrears. We are also obligated to reimburse certain operating expenses related to the company incurred by our manager, including directors and officers insurance, accounting services, auditing and tax services, legal services, filing fees and miscellaneous general and administrative costs. The management agreement renews for one-year terms unless terminated by either us or our manager. Our manager is entitled to receive a termination fee from us, under certain circumstances.

		Our executive officers are employees of Invesco. As a result, the terms of the management agreement between us and our manager were negotiated between related parties, and the terms, including fees and other amounts payable, may not be as favorable to us as if they had been negotiated with an unaffiliated third party. Each year, in connection with the annual renewal of the management agreement, our Audit Committee reviews the management fee in the context of a review of peer company management fees. We believe our management fee structure, 1.5% of stockholders’ equity, subject to the exclusion of one-time events due to changes in the U.S. GAAP and certain non-cash items upon approval of the majority of our independent directors, is aligned with portfolio performance and stockholder return as it accounts for both market movement and realized income. With respect to 2024, management fees paid or payable to our manager were approximately $11.9 million, and we reimbursed our manager approximately $7.0 million for operating expenses and costs related to raising capital. Our management fee declined during 2024 due to our lower average stockholder equity base.


We grant shares of our common stock to each non-executive director and grant equity awards to personnel of our manager who are not executive officers.		Grants of equity compensation to our non-executive directors and employees of our manager The Invesco Mortgage Capital Inc. 2009 Equity Incentive Plan as amended and restated (the “2009 Plan”) is the equity plan for our non-executive directors and for employees of our manager.
		We grant equity awards to each non-executive director as part of such director’s compensation. In addition , we grant equity awards to employees of our manager who are not our executive officers. We do not intend to grant equity awards to our executive officers.


	Related person transaction policy

Management is required to present for the approval or ratification of the Audit Committee all material information regarding an actual or potential related person transaction.	The Board of Directors has adopted written policies and procedures with respect to related person transactions to address the review, approval, disapproval or ratification of related person transactions. “Related persons” include the company’s executive officers, directors, director nominees, holders of more than five percent (5%) of the company’s voting securities, immediate family members of the foregoing persons, and any entity in which any of the foregoing persons is employed, is a partner or is in a similar position, or in which such person has a 5% or greater ownership interest. A “related person transaction” means a transaction or series of transactions in which the company participates, the amount involved exceeds $120,000, and a related person has a direct or indirect interest (with certain exceptions permitted by SEC rules).

	Management is required to present for the approval or ratification of the Audit Committee all material information regarding an actual or potential related person transaction. The policy requires that, after reviewing such information, the disinterested members of the Audit Committee will approve or disapprove the transaction. Approval will be given only if the Audit Committee determines that such transaction is in, or is not inconsistent with, the best interests of the company and its stockholders. The policy further requires that in the event management becomes aware of a related person transaction that has not been previously approved or ratified, it must be submitted to the Audit Committee promptly.

	Security ownership of principal stockholders

	The following table sets forth the common stock beneficially owned as of March 14, 2025 by each stockholder known to us to beneficially own more than five percent of the company’s outstanding common stock. The percentage of ownership indicated in the following table is based on 65,273,161 shares of common stock outstanding as of March 14, 2025.

	Name and address of beneficial owner	Amount and nature of beneficial ownership¹	Percent of class (%)

	BlackRock, Inc., 50 Hudson Yards, New York, NY 10001	5,563,736	8.5

	The Vanguard Group, 100 Vanguard Boulevard, Malvern, PA 19355	2,987,629	4.6

	1. Except as described otherwise in the footnotes to this table, each beneficial owner in the table has sole voting and dispositive power with regard to the shares beneficially owned by such owner. 2. Information obtained solely by reference to the Schedule 13G/A filed with the SEC on February 5, 2025 by BlackRock, Inc. which reflects sole voting power with respect to 5,469,671 shares of common stock and sole dispositive power with respect to 5,563,736 shares of common stock. 3. Information obtained solely by reference to the Schedule 13G/A filed with the SEC on November 12, 2024 by The Vanguard Group, which reflects sole voting power with respect to 0 shares of common stock, shared voting power with respect to 45,459 shares of common stock, sole dispositive power with respect to 2,896,662 shares of common stock, and shared dispositive power with respect to 90,967 shares of common stock.




Name	Shares owned

John M. Anzalone		8,317

Kevin M. Collins		3,498

John S. Day		31,179

Robert L. Fleshman¹		5,569

Carolyn L. Gibbs		-

Mark Gregson		-

Carolyn B. Handlon		30,925

Katharine W. Kelley		20,554

Don H. Liu		25,397

Dennis P. Lockhart		30,925

David B. Lyle²		3,591

W. Wesley McMullan		8,545

Brian Norris³		3,867

Beth A. Zayicek⁴		323

All directors and executive officers as a group (12 persons)		172,690


Proposal		Advisory vote on executive compensation

		General The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our executive officers as disclosed in this Proxy Statement in accordance with the SEC rules. This proposal, commonly known as a “say-on-pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.
		We are externally managed by our manager pursuant to a management agreement, which provides that our manager is responsible for managing our affairs. We have no employees, including our executive officers. Our executive officers, all of whom are employees of our manager (or one of its affiliates) and provide services to our manager (or one of its affiliates), do not receive compensation from us. Instead, we pay our manager a management fee, and our manager and its affiliates use the proceeds from the management fee, in part, to pay compensation to its officers and personnel, including our executive officers. No specific portion of the management fee is allocated to the compensation of our executive officers. Our manager makes all decisions relating to the compensation of our executive officers based on such factors as our manager may determine are appropriate. We did not pay, and do not intend to pay, any cash compensation to our executive officers, nor did we make any grants of equity-based awards of any kind to any person who was then an executive officer for the fiscal year ended December 31, 2024. We do not provide our executive officers with pension benefits, perquisites or other personal benefits. We do not have employment agreements with any persons and have no arrangements to make cash payments to our executive officers upon their termination from service as our officers or a change in control of the company.
		Notwithstanding that we do not pay our executive officers compensation, we are required by the SEC to seek an advisory vote from our stockholders to approve the compensation of our executive officers as disclosed in this proxy statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
		“RESOLVED, that the company’s stockholders approve, on an advisory (non-binding) basis, the compensation of the company’s executive officers, as disclosed in the company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.”
		The say-on-pay vote is advisory, and therefore not binding on the company, our Board of Directors or the Compensation Committee. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the executive officer compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and evaluate whether any actions are necessary to address those concerns. At the 2024 Annual Meeting of Stockholders, 92% of the votes cast were in favor of the advisory proposal to approve our executive officers’ compensation. Under the Board’s current policy, stockholders are given an opportunity annually to cast an advisory vote on this topic, and our next vote is expected to be conducted at the 2026 annual meeting of stockholders.


Proposal		Ratification of Appointment of independent registered public accounting firm

		General
		The Audit Committee of the Board has proposed the appointment of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm to audit the company’s consolidated financial statements for the fiscal year ending December 31, 2025 and to audit the company’s internal control over financial reporting as of December 31, 2025.
		During and for the fiscal year ended December 31, 2024, PwC audited and rendered opinions on the financial statements of the company and certain of its subsidiaries. PwC also rendered an opinion on the company’s internal control over financial reporting as of December 31, 2024. See Fees Paid to Independent Registered Public Accounting Firm below. Representatives of PwC are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions.


	Year ($ in thousands)
	2024		2023

Audit fees¹		$1,202		$1,058

Audit-related fees²		–		–

Tax fees³		–		–

All other fees⁴		$2		$1

Total fees		$1,204		$1,059