Invesco Mortgage Capital (IVR) Proxy Filing summary

Executive summary

• Agency residential mortgage-backed securities delivered modestly positive performance in 2024, supporting a consistent dividend and a 5.2% economic return despite market volatility and higher interest rates.

• The capital structure was strengthened by issuing 13.2 million common shares and reducing preferred shares, lowering preferred stock from 37% to 24% of capital by year-end 2024.

• The long-term outlook for Agency RMBS is favorable, with expectations of improved valuations and a steeper yield curve in 2025.

• Two new directors joined in 2024, enhancing board expertise in financial services, capital markets, and audit.

Voting matters and shareholder proposals

• Stockholders will vote on electing seven directors, an advisory say-on-pay vote, and ratification of PwC as independent auditor for 2025.

• The board recommends voting FOR all proposals.

• Only holders of record as of March 14, 2025, are eligible to vote.

Board of directors and corporate governance

• Seven of nine current directors are independent; all board committees are fully independent.

• Board refreshment includes age limits and annual effectiveness reviews with external advisors.

• Board diversity is emphasized, with 4 of 7 nominees considered diverse and 6 of 7 independent.

• The board separates CEO and Chair roles and maintains a code of conduct and insider trading policy.

• Board committees include Audit, Compensation, and Nomination & Corporate Governance, all with independent members.