Invesco Mortgage Capital (IVR) Proxy filing summary

Executive summary

• The 2026 proxy statement outlines board activities, governance, and performance highlights for the prior year, including a 13.2% economic return and a dividend increase in December 2025, attributed to strong agency mortgage performance and capital allocation initiatives.

• The board issued 10 million shares of common stock and repurchased 353,000 shares of preferred stock in 2025, reducing preferred equity as a percentage of total capital from 24% to 21%.

• Board composition was refreshed with the addition of two new directors in 2025 and 2026, and the retirement of long-serving members, enhancing diversity and expertise.

• The board remains focused on risk management, transparency, and long-term value creation, with a constructive outlook for agency MBS markets.

Voting matters and shareholder proposals

• Shareholders are asked to elect six directors, approve executive compensation on an advisory basis, and ratify the appointment of PricewaterhouseCoopers LLP as independent auditor for 2026.

• The board recommends voting FOR all proposals.

• Only holders of record as of March 12, 2026, are entitled to vote at the annual meeting on May 5, 2026.

Board of directors and corporate governance

• The board consists of a majority of independent directors, with an independent chair and all committees composed exclusively of independent directors.

• Board refreshment and diversity are emphasized, with policies ensuring women and underrepresented groups are included in candidate pools.

• Annual board and committee evaluations are conducted with the help of an external advisor.

• Directors are subject to stock ownership requirements and restrictions on insider trading and overboarding.