UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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| Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
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☒ | Definitive Proxy Statement |
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Capstead Mortgage Corporation
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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Notice of Annual Meeting of Stockholders
To Be Held May 15, 201912, 2020
To the stockholders of
CAPSTEAD MORTGAGE CORPORATION:
On behalf of our board of directors, I am pleased to invite you to attend the 20192020 Annual Meeting of Stockholders of Capstead Mortgage Corporation, a Maryland corporation, to be held at 8401 North Central Expressway, Suite 220, Dallas, Texas 75225-4404 on Wednesday,Tuesday, May 15, 201912, 2020 beginning at 1:9:00 p.m.a.m., Central Time, for the following purposes:
(1) | To elect |
(2) | To approve on an advisory (non-binding) basis our |
(3) | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, |
In the discretion of the proxies, our annual meeting may include the transacting of any other business that may properly come before the meeting or any adjournment of the meeting. We intend to hold our annual meeting in person. However, we are actively monitoring the public health and travel concerns of our stockholders and employees in light of COVID-19 (Coronavirus), as well as the related protocols that federal, state and local governments may impose. As part of our precautions, we are considering the possibility of changing the location of the annual meeting and/or holding a virtual meeting by means of remote communication. We will announce any alternative arrangements for the annual meeting as promptly as practicable through a press release and the filing of additional proxy materials with the Securities and Exchange Commission, which will be available on our website at www.capstead.com.
** PLEASE VOTE NOW ** | YOUR VOTE IS IMPORTANT |
** PLEASE VOTE NOW ** |
Stockholders of record at the close of business on March Stockholders please note that New York Stock Exchange regulations require you to vote this proxy in order for your shares to be counted. Your broker will not have any discretion to vote your shares on your behalf for Proposals 1 and 2 without direction from you.
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PLEASE DO NOT MAIL YOUR PROXY CARD IF YOU VOTE BY INTERNET OR TELEPHONE.
By order of our board of directors,
Lance J. Phillips
Secretary
8401 North Central Expressway, Suite 800
Dallas, Texas 75225-4404
April 5, 20192, 2020
TABLE OF CONTENTs |
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TABLE OF CONTENTS
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| Security Ownership of Management and Certain Beneficial Owners | 36 | |
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| Proposal Two — Advisory (Non-Binding) Vote on Executive | 38 | |
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Stockholder Procedures for Director Candidate | 14 |
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Interested Party and Stockholder Communication with our Board | 14 |
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Annual Board Evaluation and Individual Director Self- | 14 |
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Stockholder Procedures for Director Candidate Recommendations | 14 |
Interested Party and Stockholder Communication with our Board | 14 |
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Annual Board Evaluation and Individual Director Self-Evaluations | 14 |
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8401 North Central Expressway, Suite 800
Dallas, Texas 75225-4404
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 15, 201912, 2020
This proxy statement, together with the proxy, is solicited by and on behalf of the board of directors of Capstead Mortgage Corporation, a Maryland corporation, for use at our annual meeting of stockholders to be held on May “We,” “our,” “us,” and “Capstead” each refers to Capstead Mortgage Corporation. A notice regarding the internet availability of this proxy statement and our |
| Electronic Availability of Proxy Materials” section of this proxy statement for more information. At our annual meeting, action will be taken to elect |
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Certain statements in our proxy statement, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and assumptions of
management that are subject to risks and uncertainties that may cause actual results to differ materially from our expectations. Please see “Forward-Looking Statements” in the 2019 annual report for more information.
We operate as a self-managed real estate investment trust (“REIT”) for federal income tax purposes and are based in Dallas, Texas. We were incorporated in the state of Maryland in 1985 and our common and Series E preferred stock are listed on the New York Stock Exchange under the symbols “CMO” and “CMOPRE,” respectively.
We strive to earn reasonable risk-adjusted returns investing in a leveraged portfolio of residential mortgage pass-through securities consisting of relatively short-duration adjustable-rate mortgage (“ARM”) securities, issued and guaranteed by government-sponsored enterprises, either Fannie Mae or Freddie Mac, or by an agency of the federal government, Ginnie Mae. Together, these securities are referred to as “Agency Securities” and are considered to have limited, if any, credit risk.
This strategy differentiates us from our peers because ARM loans underlying our investment portfolio can reset to more current interest rates within a relatively short period of time. This positions us to benefit from a potential recovery in financing spreads that typically contract during periods of rising interest rates and can result in smaller fluctuations in portfolio values compared to portfolios containing a significant amount of longer-duration fixed-rate mortgage securities. Duration is a common measure of market price sensitivity to interest rate movements. A shorter duration generally indicates less interest rate risk.
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GENERAL INFORMATION ABOUT VOTING
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GENERAL INFORMATION ABOUT VOTING
The enclosed proxy is solicited by and on behalf of our board. We will bear the expense of soliciting proxies for our annual meeting, including the mailing cost. In addition to solicitation by mail, our officers or a company of our designation may solicit proxies from our stockholders by telephone, e-mail, facsimile or personal interview. Our officers receive no additional compensation for such services.
We intend to request persons holding shares of our common stock in their name or custody, or in the name of a nominee, to send a notice of internet availability of proxy materials to their principals and request authority for the execution of the proxies. We will reimburse such persons for their expense in doing so. We will also use the proxy solicitation services of Georgeson Inc. For such services, we will pay a fee that is not expected to exceed $6,500$8,500 plus out-of-pocket expenses.
Our common stock is our only equity security entitled to general voting rights. Each share of common stock entitles the holder to one vote. As of March 22, 2019,18, 2020, there were 85,580,12696,394,713 shares of common stock outstanding and all are
entitled to vote for matters coming before our annual meeting. Only common stockholders of record at the close of business on March 22, 201918, 2020 are entitled to vote at the meeting or any adjournment of the meeting.
If you hold shares of our common stock in your own name as a holder of record, you may instruct the proxies to vote your shares through any of the following methods:
via the internet by logging on to www.proxypush.com/cmo to gain access to the voting site and to authorize the proxies to vote your shares;
by calling our proxy tabulator at (866) 256-1193 and following the prompts; or
by signing, dating and mailing the proxy card in the postage-paid envelope provided.
Our counsel has advised us these three voting methods are permitted under the corporate law of Maryland, the state in which we are incorporated.
The deadline for internet and telephone voting is 5:00 p.m., Eastern Time, on May 14, 2019.11, 2020. If you prefer, you may bring your proxy to our annual meeting to vote your shares in person.
If a broker, bank or other nominee holds shares of our common stock on your behalf, the voting instructions above do not apply to you. You will receive voting instructions from them.
A quorum will be present at our annual meeting if holders of a majority of our outstanding shares of common stock are present, in person or by proxy. If you have returned valid voting instructions or if you hold your shares in your own name as a holder of record and attend the meeting in person with your proxy, your shares will be counted for the purpose of determining whether there is a quorum. If a quorum is not present, the meeting may be postponed or adjourned until a quorum has been obtained.
We have hired Mediant Communications to count all votes cast at our annual meeting. The affirmative vote of a majority of all the votes cast at the annual meeting is required to elect each nominee to our board (proposal 1), approve on an advisory (non-binding) basis our 20182019 executive compensation (proposal 2), and ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 20192020 (proposal 3). Unless otherwise required by Maryland or other applicable law, the affirmative vote of a majority of all votes cast is also required to approve any other matter brought to a vote at the meeting.
Brokers holding shares beneficially owned by their clients do not have the ability to cast votes with respect to any non-routine matter, including votes to elect our directors (proposal 1), or votes regarding executive compensation (proposal 2) unless the brokers have received instructions from the beneficial owners of the shares. It is therefore important that you provide instructions to your broker so that your shares will be counted in these matters.
Brokers may vote at their discretion on all routine matters (i.e. the ratification of the appointment of our independent registered public accounting firm (proposal 3)). Broker non-votes occur when a broker, bank or other nominee holding shares on your behalf votes the shares on some matters but not others. We will treat broker non-votes as shares present and voting for quorum purposes and votes not cast in any non-routine matter, including proposals 1 and 2.
Abstentions, broker non-votes and withheld votes will have no effect on the outcome of the votes on proposals 1 and 2 assuming that a quorum is obtained.
If you sign and return your proxy card without giving specific voting instructions, your shares will be voted as recommended by our board.
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GENERAL INFORMATION ABOUT VOTING
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You must meet the same deadline when revoking your proxy as when voting your proxy. See the “Voting” section of this proxy statement for more information. If you hold shares of our common stock in your own name as a holder of record, you may revoke your proxy instructions through any of the following methods:
by notifying our secretary in writing of your revocation before your shares have been voted;
by signing, dating and mailing a new proxy card to our secretary;
• | by calling our proxy tabulator at (866) 256-1193 and following the prompts; |
via the internet by logging on to www.proxypush.com/cmo and following the prompts; or
by attending our annual meeting with your proxy and voting your shares in person.
If your shares are held on your behalf by a broker, bank or other nominee, you must contact them to receive information on revoking your proxy.
Notice of Electronic Availability of Proxy Materials
On or about April 5, 2019,2, 2020, we mailed our stockholders a notice with instructions on accessing these materials and voting online as permitted by the Securities and Exchange Commission (“SEC”). If you received a notice, you will not
receive a hard copy of the proxy materials unless you request them. If you would like to receive a hard copy of our proxy materials, follow the instructions on the notice.
Multiple Stockholders Sharing the Same Address
SEC rules and Maryland corporate law allow for householding, which is the delivery of a single copy of an annual report and proxy statement, or notice of electronic availability, to any household at which two or more stockholders reside, if it is believed the stockholders are members of the same family. Duplicate mailings are eliminated by allowing stockholders to consent to such elimination or through implied consent if a stockholder does not request continuation of duplicate mailings. Depending upon the practices of your broker, bank or other nominee, you may be required to contact them directly to discontinue duplicate mailings to your household. If you wish to revoke your consent to householding, you must contact your broker,
bank or other nominee. If you hold shares of our common stock in your own name as a holder of record and would like to request householding, please contact our transfer agent, EQ Shareowner Services, at (866) 870-3684.
Extra copies of our annual report and proxy statement may be obtained free of charge by sending a request to Capstead Mortgage Corporation, Attention: Stockholder Relations, 8401 North Central Expressway, Suite 800, Dallas, Texas, 75225-4404. You can also obtain copies on our website at www.capstead.com or by calling us toll-free at (800) 358-2323, extension 2339.
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PROPOSAL ONE – ELECTION OF DIRECTORS
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PROPOSAL ONE – ELECTION OF DIRECTORS
One of the purposes of our annual meeting is to elect eightseven directors to hold office until the next annual meeting and until their successors have been elected and qualified. In order to understand each nominee’s qualifications to serve as a director, it is important to first reviewAll of our investment strategy.
We operate as a self-managed mortgage REITcurrent directors, other than Mr. Jack Bernard, are standing for federal income tax purposes and earn income from investing in a leveraged portfolio of residential adjustable-rate mortgage pass-through securities, referred to as ARM securities, issued and guaranteed by government-sponsored enterprises, either Fannie Mae or Freddie Mac, or by an agency of the federal government, Ginnie Mae.
re-election.
Set forth below for each director nominee is the name, age, principal occupation, the date elected or appointed to our board, board committee memberships held, the number of
shares of common stock beneficially held, directorships held with other public companies and certain other biographical information necessary to provide you with a more complete
understanding of the experiences, qualifications, attributes or skills of the nominees.
Also provided below is a brief discussion of our considerations for recommending each of the nominees for director. For discussion of beneficial ownership, see the “Security Ownership of Management and Certain Beneficial Owners” section of this proxy statement. If any nominee becomes unable to stand for election as a director, an event we do not presently expect, the proxy will be voted for a replacement nominee if our board designates one.
The board recommends a vote FOR all nominees.
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Jack Biegler* |
| Age |
| Shares of common stock beneficially owned: |
Private Investor | ||
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Chairman of the Board Chairman: Executive Committee Member: Compensation Committee | ||
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| Professional Experience: Mr. Biegler has served as our chairman of the board since April 2009. Mr. Biegler served as president of Ellison Management LLC from 1996 until his retirement in 2009. From 1980 until its sale in 1996, Mr. Biegler served as chief financial officer (“CFO”) of Ray Ellison Industries, which was involved in the development and construction of single-family homes in San Antonio, Texas. |
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| Consideration for Recommendation: Mr. Biegler worked as a CFO in the single-family homebuilding business for a significant portion of his career and he continues to be involved in various real estate-related activities on a personal basis. Recognizing the depth of his accounting, financial and real estate-related experience, Mr. Biegler serves as our chairman of the board, chairman of our executive committee and as a member of our compensation committee. |
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Michelle P. Goolsby* |
| Age |
| Shares of common stock beneficially owned: |
Former Partner, Greenmont Capital Partners II | ||
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Chair: Compensation Committee Member: Executive Committee | ||
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| Professional Experience: Ms. Goolsby |
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| Consideration for Recommendation: Ms. Goolsby brings a diverse background of executive leadership experience, and has worked extensively with management teams and boards on matters involving risk management, strategy, compensation and corporate governance. In addition, she has significant experience in corporate financing and other capital markets transactions, including transactions on behalf of public and privately-held real estate entities. Ms. Goolsby serves as chair of our compensation committee and as a member of our executive committee. |
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PROPOSAL ONE – ELECTION OF DIRECTORS |
Gary Keiser* |
| Age |
| Shares of common stock beneficially owned: |
Private Investor | ||
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Chairman: Audit Committee Member: Compensation Committee | ||
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| Professional Experience: Mr. Keiser served as an audit partner at Ernst & Young LLP from 1980 until his retirement in 2000. Mr. Keiser began his career with Ernst & Young LLP in 1967. He also serves on several governmental, non-profit and private company boards. |
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| Consideration for Recommendation: Mr. Keiser worked in the public accounting profession for his entire career, focusing a significant amount of his time on real estate and real estate finance clients. Recognizing the depth of his accounting, mortgage banking and real estate experience, Mr. Keiser serves as chairman of our audit committee and as a member of our compensation committee. |
Christopher W. Mahowald* |
| Age |
| Shares of common stock beneficially owned: |
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| Age |
| Shares of common stock beneficially owned: |
Private Investor | ||
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Member: Audit, Executive and Governance & Nomination Committees | ||
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| Professional Experience: Until retiring in 2001, Mr. O’Neil was a director in the investment banking division of Merrill Lynch, Pierce, Fenner & Smith Incorporated, an investment banking firm, where he had been employed since 1972. |
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| Consideration for Recommendation: Mr. O’Neil worked for a major investment banking firm his entire career, focusing on debt and equity transactions involving U.S. and foreign corporations and U.S. Treasury and mortgage-related securities and various real estate-related entities. He represented his firm as lead underwriter for our initial public offering in 1985. Recognizing the depth of his capital markets experience, and knowledge of a broad spectrum of security types, Mr. O’Neil serves as a member of our audit, executive and governance & nomination committees. |
Phillip A. Reinsch |
| Age |
| Shares of common stock beneficially owned: |
Our President and Chief Executive Officer | ||
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Member: Executive Committee | ||
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| Professional Experience: Mr. Reinsch has served as our president and chief executive officer (CEO) since July 2016. He also served as our CFO and secretary through October 2017 and held these positions since 2003. Mr. Reinsch served in various other executive positions with Capstead since 1993. Mr. Reinsch was previously employed by Ernst & Young LLP from 1984 to 1993. Mr. Reinsch is currently serving as Co-Chair of the NAREIT Mortgage REIT Council and is a member of the National Association of Corporate Directors |
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| Consideration for Recommendation: Mr. Reinsch has served in an executive capacity for us since 1993. Recognizing the depth of his experience in the mortgage REIT industry over an extended period of time, Mr. Reinsch serves as our president and CEO and as a member of our executive committee. |
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PROPOSAL ONE – ELECTION OF DIRECTORS |
Mark S. Whiting* |
| Age |
| Shares of common stock beneficially owned: |
Chairman and Chief Executive Officer, Drawbridge Realty Partners, LP | ||
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Member: Compensation Committee | ||
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| Professional Experience: Mr. Whiting has served as chairman and CEO of Drawbridge Realty Partners, LP, a private commercial property investment firm based in San Francisco, California since its formation in December 2014. Prior to that Mr. Whiting was the chairman and CEO of Drawbridge Realty Trust since January 2012. He served as the managing partner of Drawbridge Partners, LLC, the predecessor company, since 1999. Mr. Whiting served on the board and as CEO of TriNet Corporate Realty Trust, Inc. (NYSE: TNET), a |
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| Consideration for Recommendation: Mr. Whiting is currently serving as the CEO of a private commercial property investment firm and previously served as the CEO of a publicly traded REIT. Recognizing the depth of his real estate-related experience and having served as a CEO of a public company, Mr. Whiting is a member of our compensation committee. |
* | Indicates an independent director in compliance with Section 303A.02 “Independence Tests” of the New York Stock Exchange (“NYSE”) Listed Company Manual and our Board of Directors’ Guidelines. See the “Board Member Independence” section of this proxy statement for more information. |
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BOARD OF DIRECTORS AND COMMITTEE INFORMATION
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BOARD OF DIRECTORS AND COMMITTEE INFORMATION
Our business and affairs are managed under the direction of our board. Members of our board are kept informed of our business through discussions with our chairman, CEO and other executive officers, by reviewing materials provided to them, and by participating in meetings of our board and its committees.
Our board held four regular meetings and five special meetings during the year ended December 31, 2018.2019. In accordance with our Board of Directors’ Guidelines, directors are expected to attend all meetings of our board and meetings of committees on which they serve. Each director standing for election attended more thanat least 75% of the meetings of our board and committees on which he or she served that were held during 2018.2019.
In keeping with our Board of Directors’ Guidelines, directors are expected to attend our annual meeting in person. Should a director be unable to attend an annual meeting in person but is able to do so by telephonic or electronic conferencing,
we will arrange for the director’s participation by means
where the director can hear, and be heard, by those present at the meeting. All ofEach director standing for election attended, either in person or telephonically, our sitting directors were in attendance at our 20182019 annual meeting held on May 16, 2018.15, 2019.
Section 303A.02 “Independence Tests” of the NYSE Listed Company Manual outlines the requirements for a director to be deemed independent by the NYSE, including the mandate that our board affirmatively determines that each of our directors has no material relationship with us that would impair independence. To assist in ascertaining the independence of our directors, each director completed a qualification questionnaire in December 2018.2019. They were also asked to affirm compliance with all of the independence standards set forth in the NYSE Listed Company Manual and our Board of Directors’ Guidelines. Further, directors were asked to verify their interest in serving on our board in 20192020 and their availability and capability to serve, as well as confirm they meet additional qualifications required for continued service as outlined in our Board of Directors’ Guidelines.
After receipt of all completed qualification questionnaires, our governance & nomination committee members were given a copy of each questionnaire, along with information regarding each director’s ownership in our equity securities. The
committee briefed our board on the results of their review, noting that the son of one of our directors currently works for our independent accounting firm in a non-partner position, and in a different city with no involvement with our audit. At the conclusion of this process, our board affirmatively determined no director, with the exception of Mr. Reinsch who is our CEO, has a material relationship with us that would impair his or her independence, and each director meets all of the independence requirements set forth in the NYSE Listed Company Manual and our Board of Directors’ Guidelines. Therefore, our board is comprised of a majority of independent directors, as required in Section 303A.01 “Independent Directors” of the NYSE Listed Company Manual.
Our Board of Directors’ Guidelines are found on our website at www.capstead.com by clicking “Investor Relations”Relations,” “Corporate Governance” and “Governance Documents.” Any reference to an independent director herein infers compliance with the NYSE independence tests and our Board of Directors’ Guidelines.
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BOARD OF DIRECTORS AND COMMITTEE INFORMATION
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Compensation of our independent directors for the fiscal year ended December 31, 20182019 is outlined in the following table.
Director Compensation*
Name |
| Fees Earned or Paid in Cash ($) |
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| Stock Awards ($)(a)(b) |
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| Option Awards ($)(c) |
| All Other Compensation ($) |
| Total ($) |
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| Fees Earned or Paid in Cash ($) |
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| Stock Awards ($)(a)(b) |
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| All Other Compensation ($) |
| Total ($) |
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Jack Bernard |
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| 77,000 |
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| 70,004 |
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| – |
| – |
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| 147,004 |
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| 82,000 |
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| 75,003 |
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| – |
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| 157,003 |
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Jack Biegler |
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| 119,000 |
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| 70,004 |
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| – |
| – |
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| 189,004 |
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| 125,000 |
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| 75,003 |
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| – |
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| 200,003 |
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Michelle P. Goolsby |
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| 89,000 |
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| 70,004 |
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| – |
| – |
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| 159,004 |
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| 95,000 |
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| 75,003 |
|
| – |
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| 170,003 |
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Gary Keiser |
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| 95,500 |
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| 70,004 |
|
| – |
| – |
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| 165,504 |
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| 100,500 |
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| 75,003 |
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| – |
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| 175,503 |
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Christopher W. Mahowald |
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| 82,000 |
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| 70,004 |
|
| – |
| – |
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| 152,004 |
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| 87,000 |
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| 75,003 |
|
| – |
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| 162,003 |
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Michael G. O’Neil |
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| 78,000 |
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| 70,004 |
|
| – |
| – |
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| 148,004 |
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| 84,000 |
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| 75,003 |
|
| – |
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| 159,003 |
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Mark S. Whiting |
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| 73,000 |
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| 70,004 |
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| – |
| – |
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| 143,004 |
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| 77,000 |
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| 75,003 |
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| – |
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| 152,003 |
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* | Columns for “Option Awards,” “Non-Equity Incentive Plan |
(b) | Excluded from this tabulation are dividends earned totaling |
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Narrative Disclosure to Director Compensation Table
Independent directors currently receive base compensation for their representation on our board of $70,000$75,000 and an annual stock award with a value equal to approximately $70,000.$75,000. The chairman of the board and each of the chairs of our committees receive an additional annual amount for serving in such capacity. The chairman of the board receives $45,000, while the chairs of the audit, compensation and governance & nomination committees receive $17,500, $15,000 and $10,000, respectively. All committee members receive $1,000 per committee meeting attended. All of our directors receive reimbursement for travel costs and expenses. Employee directors do not receive compensation for serving on our board.
The board believes a meaningful portion of our independent directors’ total compensation should be paid in the form of equity awards in order to better align these directors’ financial interests to those of our stockholders. Equity awards granted may include (i) stock awards, (ii) option awards or (iii) other incentive-based awards as defined in our Amended and Restated 2014 Flexible Incentive Plan. Our compensation
committee routinely reviews our director compensation structure with the committee’s compensation consultant and makes director compensation-related recommendations to our board for approval.
Stock awards granted to our independent directors provide for vesting over a requisite service period established by our board, typically one year. Directors are considered owners of the shares and entitled to vote and receive all dividends and any other distributions declared on the shares prior to vesting. Dividends or other distributions on these shares shall not exceed those available to our common stockholders. Unvested shares cannot be sold, transferred or otherwise disposed of for any purpose other than to us. Unvested shares will be forfeited in the event a director leaves us for any reason, including termination of directorship by reason of voluntary or involuntary discharge, disability or retirement, except in the event of a change in control, dissolution or liquidation of Capstead, or death of the grantee, in which case outstanding unvested shares will automatically vest in full.
Option awards granted to our independent directors in years prior to 2010 There are fully vested and expire at the earliest of (i) ten years after date of grant, (ii) six months, or the remaining term of theno outstanding option if earlier, after the optionee’s termination of directorship by reason of death, resignation, retirement or disability or (iii) on the date of the optionee’s termination of directorship for cause. Outstanding option awards do not receive dividends prior to exercise and are non-voting.awards.
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BOARD OF DIRECTORS AND COMMITTEE INFORMATION
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Our board currently separates the roles of chairman and CEO, with the chairmanship held by an independent director. Our board believes the separation of roles, while not required, enhances the board’s oversight of and independence from management, as well as the ability of our board to carry out its roles and responsibilities on behalf of stockholders. This leadership structure also allows our CEO to focus more of his time and energy on operations while providing him more of an opportunity to learn from the experience and perspectives of our chairman and other independent directors.
Our chairman, together with our CEO and with input from our other directors, oversees the development of board and board committee calendars and meeting agendas. He also leads the discussion at board meetings, and acts as the primary liaison between our CEO and board. Our chairman is available to speak on behalf of our board under certain circumstances and performs other functions and responsibilities as required under our Board of Directors’ Guidelines or as directed by the board from time to time.
Our Board’s Role in Risk Oversight
Our board recognizes how critical effective risk oversight is in our success and believes that its current leadership structure and operating style, with a board composed of primarily independent directors, its chairmanship separated from our CEO, and experienced executive officers who participate regularly in board and committee meetings, enhances risk oversight. Enterprise risks are identified and prioritized by our management and reported to our full board on a quarterly basis or as otherwise appropriate, while compliance and
financial risks are overseen by our audit committee. Our compensation committee considers enterprise risks within the design of our compensation programs to ensure these programs do not encourage excessive risk taking. Our chairman and other independent directors, themselves all experienced business professionals, are experienced in identifying enterprise risk issues for board consideration and challenging our management to address their concerns and understand their perspective on these issues.
Stock Ownership Guidelines and Pledging Prohibition
We maintain guidelines for ownership of our common stock by our directors and named executive officers (“NEOs”) for purposes of improving the alignment of interests of these individuals and those of our stockholders. Each of our directors is expected to own shares of our common stock equal to three times their annual cash retainer and each of
our executive officers is expected to own shares ranging from
three to five times their annual base salary.salary, calculated in both instances using the greater of average trailing quarter-end book value for the last four quarters or average 12-month stock price as further explained on page 25.
Our board prohibits directors and executive officers from pledging our common stock.
Derivatives Trading and Hedging Policy
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BOARD OF DIRECTORS AND COMMITTEE INFORMATION
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The current standing committees of our board are listed in the table below. Each of these committees has a written charter approved by our board. A copy of the charters can be found on our website at www.capstead.com by clicking “Investor Relations,” “Corporate Governance” and
“Investor Relations” and “CommitteeCommittee Charters.” The members of these committees and the number of meetings held during 20182019 are identified in the table below, and a description of the principal responsibilities of each committee follows.
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| Audit |
| Compensation |
| Executive |
| Governance & Nomination |
| Audit |
| Compensation |
| Executive |
| Governance & Nomination |
Jack Bernard |
| X |
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| X |
| X |
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| X |
Jack Biegler |
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| X |
| Chair |
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| X |
| Chair |
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Michelle P. Goolsby |
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| Chair |
| X |
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| Chair |
| X |
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Gary Keiser |
| Chair |
| X |
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| Chair |
| X |
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Christopher W. Mahowald |
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| Chair |
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| Chair |
Michael G. O’Neil |
| X |
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| X |
| X |
| X |
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| X |
| X |
Phillip A. Reinsch |
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| X |
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| X |
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Mark S. Whiting |
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| X |
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| X |
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Number of Meetings |
| 5 |
| 4 |
| 1 |
| 2 |
| 5 |
| 3 |
| 2 |
| 2 |
Our audit committee is comprised of three independent directors. This committee is responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm; and it provides assistance to our board in fulfilling their oversight responsibilities to our stockholders, potential stockholders and the investment community relating to:
the integrity of our financial statements and financial reporting process, including our systems of internal accounting and financial control and disclosure controls and procedures;
our independent registered public accounting firm’s qualifications and independence;
our compliance with legal and regulatory requirements; and
the performance of our independent registered public accounting firm and our internal audit function (outsourced to a third-party service provider).
Our board has determined that each member of our audit committee is an “audit committee financial expert” as defined in the applicable rules and regulations of the Securities Exchange Act of 1934, as amended. Additionally, each member meets our Board of Directors’ Guidelines and the NYSE Listed Company Manual Guidelines for independence of audit committee members, have financial management experience and are financially literate as required by the NYSE Listed Company Manual. Our audit committee charter limits the number of audit committees on which committee members may serve to no more than two other public companies, unless our board determines such simultaneous service would not impair the ability of such member to effectively serve.
Our compensation committee is comprised of four independent directors that our board has determined are
independent in accordance with NYSE listing standards and Item 407(a) of the SEC Regulation S-K. In addition to routinely reviewing our director compensation structure with the committee’s compensation consultant and making director compensation-related recommendations to our board, all of our executive compensation programs are administered under the direction of this committee. This committee is responsible for overseeing our compensation programs including:
reviewing and approving corporate goals and objectives relevant to our CEO’s compensation;
evaluating our CEO’s performance in light of those goals and approving compensation consistent with such performance;
approving base salaries, short- and long-term incentives, and other programs and benefits for certain of our executive officers other than our CEO;
approving compensation programs and benefits for our other employees;
reviewing and coordinating succession plans for our CEO and NEOs;
reviewing and assessing the potential risks associated with our compensation programs;
reviewing and discussing the CD&A with our NEOs, legal counsel and the committee’s compensation consultant, and recommending to our board the CD&A’s inclusion in our proxy statement and annual report on Form 10-K;
reviewing and considering the results of non-binding advisory votes on executive compensation submitted to stockholders pursuant to Section 14A of the Securities Exchange Act; and
reviewing and considering other regulatory matters related to executive compensation.
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BOARD OF DIRECTORS AND COMMITTEE INFORMATION
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Our executive committee is comprised of four directors. During intervals between meetings of our board, this committee has all of the powers and authority of our board in managing our business and affairs, except those powers that by law cannot be delegated by our board.
Our governance & nomination committee is comprised of three independent directors. This committee is responsible for:
recommending nominees to our board for the next annual meeting of stockholders;
• | overseeing the evaluation of the performance of our board and executive officers from a corporate governance perspective; |
identifying qualified individuals to serve on our board consistent with criteria approved by our board; and
developing, recommending to our board, and maintaining our governance policies and guidelines.
Compensation Committee Interlocks and Insider Participation
During 2018,2019, Ms. Goolsby and Messrs. Biegler, Keiser and Whiting served on our compensation committee. No member of our compensation committee was at any time during 20182019 or at any other time an officer or employee of ours, and no member had any relationship with us requiring disclosure in the “Related Person Transactions” section of this proxy
statement. None of our executive officers has served on the board or compensation committee of any other entity that has or had one or more executive officers who served as a member of our board or compensation committee during 2018.2019.
Meetings of Non-Management Directors
Periodically our non-management directors meet without management, typically in connection with our quarterly board meetings. Accordingly, suchSuch directors met four times in 2018.2019. At these meetings, the non-management directors reviewed strategic issues for consideration by our board, including future agendas, the flow of information to directors, management progression and succession, and our corporate governance guidelines. The non-management directors have determined that our chairman will preside at such meetings. The chairman is generally responsible for advising our CEO of decisions reached and suggestions made at these sessions.
If our non-management directors include a director
who is not an independent director, our Board of Directors’ Guidelines requires that at least one of the scheduled executive sessions include only independent directors. Presently, all of our non-management directors are independent.
Stockholders and interested parties may communicate with our chairman or non-management directors as a group by utilizing the communication process identified in the “Interested Party and Stockholder Communication with our Board” section of this proxy statement.
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OUR CORPORATE GOVERNANCE PRINCIPLES
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OUR CORPORATE GOVERNANCE PRINCIPLES
Our policies and practices reflect corporate governance initiatives that are compliant with the NYSE listing standards and the corporate governance requirements of the Sarbanes-Oxley Act of 2002. We maintain a corporate governance section on our website which includes key information about our corporate governance initiatives including our Board of Directors’ Guidelines, charters for our board committees, our Code of Business Conduct and Ethics (applicable to all of our employees, officers and directors) and our Financial Code of Professional Conduct. The corporate governance section can be found on our website at www.capstead.com by clicking “Investor Relations”Relations,” “Corporate Governance” and “Governance Documents.”
Each of our directors should, to the best of his or her ability, perform in good faith the duties of a director and committee member in a manner he or she believes to be in our best interests with the care an ordinarily prudent person in a like position would use under similar circumstances. This duty of care includes the obligation to make, or cause to be made, an inquiry when the circumstances would alert a reasonable director to the need thereof. Our directors are expected to attend, in person or by telephone, all meetings of our board and committees on which they serve, as well as attend in person or by telephone our annual meeting of stockholders.
Our governance & nomination committee considers and makes recommendations to our board concerning candidates for election and the appropriate size of our board. In considering incumbent directors, the committee reviews the directors’ overall service during their terms, including the number of meetings attended, level of participation and quality of performance. Other considerations include the directors’ level of ownership of our equity securities and, when applicable, the nature of and time involved in the directors’ service on other boards. The committee reviews the completed qualification questionnaires submitted by incumbent directors (as previously described in the “Board Member Independence” section of this proxy statement) prior to making its recommendation to our board regarding the slate of directors for election at the following year’s annual meeting of stockholders. Additionally, the board concluded that all current directors continue to possess the talent, knowledge and experience relevant to our business deemed necessary to stand for re-election to our board.
In considering candidates to fill new positions created by expansion and/or vacancies that occur because of resignation, retirement or any other reason, the committee uses its and our management’s network of contacts to compile a list of potential candidates. The committee may also engage, if it deems appropriate, a professional search firm. Candidates are selected on the basis of talent, knowledge and experience relevant to our business without
regard to race, religion, gender or national origin as described in our Board of Directors’ Guidelines. Accordingly, our board does not consider diversity in identifying nominees for director in the sense that it is agnostic as to a potential nominee’s characteristics in this regard and does not have any diversity goals or guidelines relative to the overall make-up of our board. Candidates should possess fundamental qualities of intelligence, honesty, perceptiveness, good judgment, maturity, high ethics and standards, integrity, fairness and responsibility. Each candidate should also have a genuine interest in Capstead, recognize that he or she is accountable to our stockholders and have a background that demonstrates an understanding of business and financial affairs, the complexities of a large business organization and the related capital markets in which the Company operates.
No person shall be eligible to serve as a director who has been convicted of a felony criminal offense or any criminal offense involving moral turpitude, dishonesty or a breach of trust. The committee will consider candidates recommended by stockholders provided stockholders follow the procedures set forth in the “Stockholder Procedures for Director Candidate Recommendations” section of this proxy statement. The committee evaluates a candidate using the criteria set forth above regardless of who nominated the candidate.
Our Board of Directors’ Guidelines prohibit our directors from serving on more than four boards of other public companies and recommends its audit committee members serve on audit committees of no more than two other public
companies. In addition, our CEO’s service is limited to two
other public company boards. NoneWith the exception of Ms. Goolsby who serves on one other public company board, none of our directors presently serve on other public company boards.
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OUR CORPORATE GOVERNANCE PRINCIPLES
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A nominee for director in an uncontested election shall be elected to our board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. In the case of a contested election, directors shall be elected by a plurality of the votes.
Concurrent with adoption of the majority vote standard in uncontested elections, our board modified ourOur Board of Directors’ Guidelines to require an incumbent director who does not receive a majority of the votes cast and therefore is not re-elected to promptly submit a letter of resignation to our
governance & nomination committee. The
committee will consider the resignation and make its recommendation to our board on whether to accept or reject the resignation. Our board, excluding the resigning director, will make a decision regarding the resignation within 90 days after the date on which the certification of the stockholder vote on the election of directors is made, and our board will publicly disclose its decision and related rationale. If a decision is made to accept the resignation, the director’s resignation shall be effective immediately.
Our Board of Directors’ Guidelines require a director to promptly submit a letter of resignation to our governance & nomination committee if the director (i) changes substantially his or her principal occupation or business association for any reason other than retirement or retirement planning, (ii) declares or is otherwise involved in a personal bankruptcy or the bankruptcy of a business in which he or she is a principal, (iii) fails to receive a majority of the votes cast in an uncontested election or (iv) is named as a party in a material legal proceeding, becomes the target of a material state or federal investigation, or receives a request of a material nature for the production of records or testimony from any state or federal agency. The committee will in turn consider
the resignation and make its recommendation to our board on whether to accept or reject the resignation. Our board, in its sole judgment, shall then decide whether such event requires the board to accept such resignation in the best interests of the company and its stockholders.
A director who has been convicted of a felony criminal offense or any criminal offense involving moral turpitude, dishonesty or a breach of trust shall resign effective immediately. An employee director must resign from our board, unless a majority of our board determines otherwise, once he or she ceases to be employed by us whether due to retirement or otherwise.
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OTHER GOVERNANCE INFORMATION
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Stockholder Procedures for Director Candidate Recommendations
Our governance & nomination committee will consider written director candidate recommendations made by stockholders to our secretary at 8401 North Central Expressway, Suite 800, Dallas, Texas 75225-4404. Electronic or facsimile submissions will not be accepted.
For the committee to consider a candidate, submissions must include sufficient information concerning the recommended individual including biographical data such as age; employment history; a description of all businesses that employ or employed the candidate, including the name and phone number of the businesses; a list of board memberships the candidate holds, if any; and additional information that would provide a more complete understanding of the experiences, qualifications, attributes or skills of each director nominee in light of Capstead’s business and structure. In addition, the candidate should affirm he or she can read and understand basic financial statements and consent to stand for election, if nominated by our board, and serve, if elected by our stockholders.
Once a fully complete recommendation is received by the committee and if deemed appropriate by the committee chair, the candidate will be sent a questionnaire that requests additional information regarding independence, qualifications and other information to assist the committee in evaluating him or her, as well as certain information that must be disclosed about the candidate in our proxy statement, if nominated. Further, the questionnaire provides that the individual must grant consent to us to conduct a confidential background search of the individual to the extent allowable under federal, state and local legislation. The recommended candidate must return the questionnaire within the time frame outlined below to be considered for nomination by the committee. Recommendations for which we have received completed questionnaires by December 6, 20193, 2020 will be considered for candidacy for the 20202021 annual meeting of stockholders. Completed questionnaires received after December 6, 20193, 2020 will be considered for candidacy for the 20212022 annual meeting, if not earlier withdrawn.
Interested Party and Stockholder Communication with our Board
Interested parties and stockholders who wish to contact any of our directors either individually or as a group may do so by calling toll-free (800) 358-2323, by writing to them care of Capstead Mortgage Corporation, 8401 North Central Expressway, Suite 800, Dallas, Texas 75225-4404 or via e-mail at directors@capstead.com. Interested party and
stockholder calls, letters and e-mails are screened by our employees based on criteria established and maintained by our governance & nomination committee, which includes filtering out improper or irrelevant communications such as solicitations, advertisements, spam, surveys, junk mail, mass mailings, resumes and other forms of job inquiries.
Director Orientation and Continuing Education
Our board and NEOs conduct a comprehensive orientation through a review of background material and meetings with our personnel to familiarize new directors with our vision, strategic direction, core values, ethics, financial matters, corporate governance practices and other key policies and practices. Our board recognizes the importance of continuing education for our directors and is committed to providing
such education to improve the performance of our board and its committees. Our executive officers assist in identifying and advising our directors about opportunities for continuing education including conferences provided by independent third parties.
Annual Board Evaluation and Individual Director Self-Evaluations
Section 303A.09 “Corporate Governance Guidelines” of the NYSE Listed Company Manual requires listed company boards to conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. On an annual basis, we provide each of our directors a self-evaluation questionnaire regarding the performance of our board and one for each of our
committees on which he or she serves. The completed committee questionnaires are given to the respective committee chair to review and discuss during the next scheduled committee meeting. The director who presides at our non-management director meetings leads a review of the board self-evaluation questionnaires with directors at our annual board meeting.
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EXECUTIVE OFFICERS
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Current Officers |
| Age |
| Title |
Phillip A. Reinsch |
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| President, Chief Executive Officer |
Lance J. Phillips |
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| Senior Vice President, Chief Financial Officer, Secretary |
Robert R. Spears, Jr. |
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| Executive Vice President, Chief Investment Officer |
Roy S. Kim |
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| Senior Vice President, Treasurer |
For a description of Mr. Reinsch’s business experience, see the “Election of Directors” section of this proxy statement.
Mr. Phillips has served as our Senior Vice President, Chief Financial Officersenior vice president, chief financial officer and Secretarysecretary since October 2017. Prior to joining Capstead, Mr. Phillips was vice president, principal accounting officer and controller of Hunt Utility Services, the external manager for InfraREIT Inc. (NYSE: HIFR). Mr. Phillips had served in various executive capacities with the Ray L. Hunt family of companies since 2010. From 2006 to 2010, Mr. Phillips served as director of finance and controller at Interphase Corporation (NASD: INPH). Prior thereto, he held various accounting roles at Fujitsu from 1999 to 2006. He began his career at Arthur Andersen, LLP in Dallas as a member of the audit and advisory services group. He is a Certified Public Accountant in the state of Texas.
Mr. Spears has served as our executive vice president and chief investment officer (“CIO”) since July 2006. Prior thereto, Mr. Spears served in a similar capacity as a senior
vice president since 1999 and has served in various other
executive positions with us since 1994. Mr. Spears was employed by NationsBanc Mortgage Corporation from 1990 to 1994, last serving as vice president – secondary marketing manager.
Mr. Kim has served as our senior vice president since April 2015 and was appointed our treasurer in 2016. From 2014 to 2015 Mr. Kim was portfolio manager at Regan Capital, a registered investment advisor in Dallas, Texas, focusing on distressed private label (non-agency) residential mortgage-backed securities. Mr. Kim pursued personal investments from 2013 to 2014. From 2004 to 2012 Mr. Kim was executive director at J.P. Morgan Securities in New York, New York where he was head of agency ARM residential mortgage-backed securitiesAgency Security trading and from 1995 to 2004 Mr. Kim was employed by Bank of America in Charlotte, North Carolina, last serving as senior vice president and trading team leader.
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EXECUTIVE COMPENSATION
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Compensation Discussion and Analysis
The following Compensation Discussion and Analysis provides information regarding the 20182019 compensation of our executive officers identified in the Summary Compensation Table, whom we refer to as our NEOs. In addition, we describe decisions taken thus far in 20192020 affecting executive compensation for 2019.2020. This discussion also contains
statements regarding individual and company performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and are not statements of management’s expectations or estimates of future results or other guidance. We caution investors not to apply these statements in other contexts.
Who We Are. We operate as a self-managed REIT earning income from investing in a leveraged portfolio of residential mortgage pass through securities consisting of short-duration adjustable-rate mortgage “ARM” securities, issued and guaranteed by government-sponsored enterprises, either Fannie Mae or Freddie Mac, or by an agency of the federal government, Ginnie Mae. These securities are referred to as “Agency securities” and are considered to have limited, if any, credit risk. Because the mortgages underlying our portfolio reset to more current rates within a relatively short period of time, we are positioned to benefit from a potential recovery in financing spreads that typically contract during periods of rising short-term interest rates and can experience smaller fluctuations in portfolio values compared to leveraged portfolios containing a significant amount of longer-duration fixed-rate mortgage securities. Duration is a common measure of market price sensitivity to interest rate movements. A shorter duration indicates less interest rate risk.
Our Compensation Philosophy.Philosophy We strive to provide competitive, largely performance-based compensation programs to attract, motivate, and retain employees vital to our long-term financial success and the creation of stockholder value. The compensation committee of our board is responsible for establishing, implementing and monitoring our compensation programs and practices. At our 20182019 annual meeting of stockholders, over 97% of the votes cast supported the compensation paid or awarded our executive officers in 2017.2018. We considered that support when making executive compensation decisions in 2018. As such, minimal changes were made to our pay programs in 2018 and thus far in 2019.
We believe a key measure of our financial performance is the economic return (change in book value plus dividends) we deliver to our stockholders over both short- and long-term time horizons. Economic return, defined as change in book value plus dividends, is also a common measure of performance used by the broader mortgage REIT investment community. Accordingly, we emphasize economic return in our compensation programs, in addition to other performance metrics.
Recent Company Performance.Performance In 2018 we earned $50.1 million or $0.34 per diluted common share forWe incurred a return on average common equity of 3.4%. However, oursignificant decline in book value declined by $0.86 per outstanding share, or 8.4% of beginning book value, as we absorbed the effects of five 25 basis point increases in the Fed Funds Rate since December
2017 and2019 resulting in a general flattening of the yield curve. Included in this decline is capital returned to our stockholders in the form of dividends paid in excess of earnings totaling $0.16 per share. Book value benefited in 2018 from $0.29 per share in accretion generated bystock repurchases. Taken together, we reported a totaldisappointing economic return of a negative 3.6%.3.2% for the year. This occurred despite nearly doubling our quarterly common dividend to $0.15 per share by the fourth quarter.
WhileHigher levels of market volatility in absolute terms2019 as the Federal Reserve changed course from increasing the Fed Funds rate in 2018 to reducing rates the latter half of 2019 contributed to sharply lower longer-term rates and rate pressures in short-term funding markets. These market conditions impacted our 2018 performance was not indicativein a number of how we expect to perform overways:
Our unhedged funding costs declined the long-term, our relative performance exceeded thatlatter half of many of our peersthe year with reductions in the Fed Funds rate; however, they remained elevated on a relative basis throughout the year, particularly beginning in September.
Hedging costs also declined as we took advantage of lower longer-term interest rates to reduce fixed pay rates on our swap portfolio.
Mortgage prepayment rates increased, dampening portfolio yields, eliminating unrealized gains on portfolio that ran off during the year, and contributing to mortgage REIT industry. Our Agency peers reported book value declines averaging over 21% and economic returns averaging a negative 11%. Our broader peer grouping that includes peers focused on non-agency mortgage investments reported book value declines averaging 16% and average economic returns of a negative 4.4%.security pricing underperforming relative to changes in swap valuations.
In summary, during whatwhile encouraged by higher earnings supporting higher dividend payouts, 2019 was a very challenging year for our industry, our short-duration ARM strategy proved relatively resilient indisappointing year. Looking forward, we are positioned to benefit from cycle-low borrowing rates and the continued attractiveness of investment returns, while the effects of lower longer-term interest rates remain a very difficult interest rate environment.concern.
2018 Compensation. 2019 CompensationThe primary elements of our compensation programs are base salaries, short-term incentives and long-term equity-based incentives. Actual performance-basedOur poor economic return performance this year fell below threshold return levels used in determining annual incentive compensation program payouts. As a result, no payouts were made under these performance metrics and total payouts under this program were 28% of the related target opportunity compared to 106% of target the prior year, demonstrating the strong alignment of our compensation programs with the needs of our stockholders. Performance-based incentive payouts were approximately 41% of amounts paid or awarded to our NEOs for 2018, as reflected2019 compared to 54% in the Summary Compensation Table on page 27, totaled approximately 54%.prior year.
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EXECUTIVE COMPENSATION
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Executive Compensation Practices.Practices The following high-lights certain ofhighlights our executive compensation and governance practices whichthat we utilize to drive performance and serve the long-term interests of our stockholders’ long-term interests:stockholders:
Our Pay Practices Include
✓ | Performance-Based Pay – Our compensation programs have been structured to align the interests of our NEOs with the interests of our stockholders and, as a result, the majority of total direct compensation is tied to relative and absolute economic returns over both short- and long-term time horizons. |
✓ | Meaningful Stock Ownership Requirements – All of our NEOs are subject to |
✓ | Prohibition on Pledging of Capstead Stock – We prohibit our NEOs and directors from pledging their holdings of Capstead stock. |
✓ | Periodic Risk Assessment – |
✓ | Clawback Policy – Our clawback policy allows us to recover compensation paid to our NEOs under certain circumstances. |
Our Pay Practices Do Not Include
✗ | Tax Gross-Ups – We do not provide tax gross-ups. |
✗ | “Single Trigger” Benefits – Awards do not vest solely as a result of a change in control (“CIC”); instead, awards vest only in the event of not-for-cause termination within 24 months of a CIC. |
✗ | Derivatives Trading and Hedging – We do not permit our employees or directors to engage in any derivatives trading or hedging transactions associated with their holdings of Capstead stock. |
At our 20182019 annual meeting of stockholders over 97% of the votes cast supported the compensation paid or awarded to our NEOs in 2017.2018. This level of support was in line with our expectations and was reflective of the importantreflects support for changes made to our compensation programs in prior years.
In order to remain proactive in managing our executive compensation programs and practices, during 2018 the compensation committee chair and other members of the committee continued outreach efforts begun in prior years by again contacting2019 our largest stockholders and offeringwere once again offered opportunities to discuss our compensation programs and philosophies. The committee held discussionsphilosophies with severalour compensation committee. In response to this outreach, none of our largestthese stockholders and explained the mechanics and rationale of various components of our programs. These stockholders expressed no concerns with the structure or amounts of our executives’ compensation.compensation or requested further communication with our compensation committee.
This section describes the various factors influencing the design of our compensation programs and decisions affecting 20182019 compensation of our NEOs, including:
our philosophy,
the role of the committee, its consultant, the CEO and management in making compensation decisions,
our use and the role of peer companies,
objectives of our program,
review of 20182019 total direct compensation, and
other 20182019 compensation elements.
Our compensation philosophy is to provide competitive performance-based compensation programs to attract, motivate and retain employees vital to our long-term financial success and creation of stockholder value. The committee (assisted by its compensation consultant) has designed and administered compensation programs it believes support this philosophy. In implementing its philosophy, the committee:
Recognizes the complexities of managing a large portfolio of residential mortgage securities on a leveraged basis. Many of the challenges in managing such a portfolio are market driven and management’s role is to position Capstead for strongus to achieve reasonably attractive risk-adjusted performancereturns in varying market conditions. The creation of stockholder value ultimately rests with the NEOs and the successful execution of our business strategies through changing market environments. These factors influence the selection of our performance metrics, setting of performance goals, and evaluation of our performance.
Considers enterprise risks within the design of our compensation programs to ensure these programs do not encourage excessive risk taking. This consideration influences the setting of performance goals, evaluation of our performance, and the establishment of governance policies (such asdesigned to mitigate these risks. These include policies on leverage, stock ownership, and hedging policies) designed to mitigate these risks.policies.
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EXECUTIVE COMPENSATION
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our relative economic return against our peers,
our absolute economic return against pre-established performance thresholds,
our relative operating efficiency against our peers,
our performance measured against our stated business objectives,
each of our executives’ individual performance and contributions toward our business objectives,
the performance and compensation practices of our mortgage REIT peers, and
the amounts and form of prior compensation to our NEOs.
The RoleRoles of the Compensation Committee, Its Consultant, the CEO and Management in Making Compensation Decisions
Compensation Committee
The committee has responsibility for determining and approving, on an annual basis, the compensation of our CEO and other NEOs. The committee’s review of individual executive compensation includes, but is not limited to, a review of company and individual performance and the total value of past compensation, including long-term equity awards.
Members of the committee participate in the board’s annual CEO performance review and setting of annual performance goals. The committee establishes compensation levels for our CEO in consultation with its independent compensation consultant. Our CEO neither recommends nor is involved in any discussions regarding his own compensation.
Independent Compensation Consultant
The committee has the sole authority to select, retain, and terminate compensation consultants. Pay Governance LLC (“Pay Governance”) has been engaged by our committee since 2010 to serve as its consultant on executive and director compensation matters, including recommendations with respect to both overall guidelines and specific compensation elements. More specifically, Pay Governance provides advice and analysis to the committee on the design, structure and level of executive and director compensation, and, when requested by the committee, attends meetings of the committee and participates in executive sessions without members of management present. Pay Governance reports directly to the committee, and the committee reviews, on an annual basis, Pay Governance’s performance and provides Pay Governance with direct feedback.
The committee recognizes that it is essential to receive objective advice from its compensation advisors. To that end, the committee has assessed the independence of Pay Governance pursuant to SEC rules and concluded that Pay Governance’s work for the committee does not raise any conflicts of interest.
While the committee has responsibility for our compensation programs and practices, management provides information requested by the committee and Pay Governance on our performance and that of our mortgage REIT peers. Our CEO assists the committee by providing a self-assessment of
regarding his own compensation. Our CEO also provides performance assessments for our other NEOs including recommendations regarding adjustments to their base salaries. These recommendations are considered by the committee when making compensation decisions.
Our Use and the Role of Peer Companies
Our investment strategy entails investing in a leveraged portfolio of Agency ARM securities with the goal of producing reasonablereasonably attractive risk-adjusted economic returns over both short- and long-term time horizons. The investment community generally evaluates us in this context and monitors our performance relative to other mortgage REITs that minimize mortgage credit risk by investing primarily in Agency Securities (our “Agency REIT” peers), some of which have significantly larger market capitalizations. We view our Agency REIT peers, regardless of size, as our primary competitors for both investor capital and executive talent. As such,For these reasons, in 2019 a significant portion of our NEOs’ short- and long-term incentives measuremeasured our economic returns against the economic returns of our Agency REIT peers.
Many of our investors and independent security analysts also evaluate our performance relative to a broader group of residential mortgage REITs. This broader group includes mortgage REITs with significant investments in both Agency and non-Agency residential mortgage securities as well as other mortgage-related assets. We consider these mortgage REITs to also be competitors for both investor capital and executive talent. As such,For these reasons, in 2019 we also measuremeasured our economic returns against the economic returns of this broader REIT peer group (our “Broader REIT” peers). Additionally, we measure our operating cost efficiency (ratio of total operating costs to long-term investment capital), against this broader peer group.
Two of our important performance metrics, economic return and operating cost efficiency, are financial metrics that are independent of company size when used for performance comparison purposes. This allows us to focus our peer selections on residential mortgage REIT industry participants that we compete with for investor capital and executive talent, including important peers with significantly larger market capitalizations. We also believe it is appropriate to exclude potential peersfrom our peer groups firms with similar market capitalizations to ours but considerably different business models and investment strategies. This differs from the view of proxy advisory firms that focus more on firms with similar sized market capitalizations for comparisons, regardless of whether these firms have business models similar to ours that are affected by economic conditions like us and our peers.in a similar manner.
18 |
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EXECUTIVE COMPENSATION
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Based on the foregoing, the committee established the following companies as our 20182019 peers for purposes of evaluating our relative performance and determining earned compensation (Agency REIT peers are in bold and in blue):
|
AG Mortgage Investment Trust, Inc.* |
AGNC Investment Corp. |
Annaly Capital Management, Inc.* |
Anworth Mortgage Asset Corporation * |
Arlington Asset Investment |
ARMOUR Residential REIT, Inc.* |
Chimera Investment Corporation |
|
Dynex Capital Inc. |
Ellington Residential Mortgage* |
|
Invesco Mortgage Capital Inc.* |
MFA Financial, Inc. |
|
New York Mortgage Trust Inc.* |
Orchid Island Capital* |
Redwood Trust, Inc. |
Two Harbors Investment Corp.* |
Western Asset Mortgage Capital Corporation* |
* Externally-managed. |
When available, the committee considers information regarding our peers’ pay levels and practices to establish a point of reference when making compensation decisions. While we seek to establish market-competitive pay levels, that are consistent with market medians, we do not “benchmark” NEO compensation sosuch that it must equal a specified level relative to other companies. Rather, the committee makes decisions regarding pay opportunities it considers appropriate in light of its philosophy and information available principally from our internally-managed peers. The committee believes pay opportunities consistent with market medians are often appropriate; however, the committee may choose to pay above or below market medians when it believes doing so would be appropriate to account for scope of position responsibilities, experience, skills and contribution.
SevenSix of our peers for 20182019 were internally-managed. Executives of internally-managed peers are employees of their companies. As a result, detailed compensation information is fully disclosed in these companies’ annual proxy statements, making compensation-related comparisons between our NEOs and the executives of these internally-managed companies relatively straightforward.
Our remaining twelveten peers for 20182019 were externally-managed by third-parties in exchange for management fees. An external manager uses a portion of management fees earned to compensate its employees that manage the REIT. Externally-managed REITs are not required to disclose salaries and incentive compensation paid to REIT executives who are also employees of the management company (other than any equity awards granted directly by the REIT to these individuals). Consequently, complete compensation data for executives of our externally-managed peers is generally
unavailable and the committee is unable to make meaningful direct comparisons for executive compensation purposes.
Given that direct comparisons for executive compensation purposes cannot be made with externally-managed peers, the committee also compares our overall operating costs, including compensation, to the operating costs of our Broader REIT peers. Given our focus on operating cost efficiency, the committee incorporatedincludes a relative operating cost efficiency metric in our annual incentive compensation program. This metric is a ratio of aggregate management fees and other general and administrative costs, including management fees, if applicable, (collectively “total operating costs”) to average long-term investment capital (stockholders’ equity plus long-term unsecured borrowings). We believe this is a transparent and consistent way to evaluate our efficiency and the relative reasonableness of our costs, including the costs of our compensation programs.
Our stockholders and the broader investment community evaluate our performance based primarily on dividends paid (a return on capital performance measure) and changes in our book value per common share (a capital preservation performance measure) and dividends paid (a return on capital performance measure). Together, these two measures comprise the economic return we deliver to our stockholders. In addition, we seek to maintain an efficient operating platform as part of our business strategy. Finally, we believe achieving specific individual goals and objectives is an important factor to consider in awarding annual incentive compensation.
Our compensation arrangements are designed to prominently feature each of these aspects of our performance:
A majority of short- and long-term incentive compensation is awarded based on economic return measured on a relative andand/or absolute basis. We reinforce the importance of capital preservation by evaluating economic return over both one-year and three-year periods, ensuring that both short- and long-term implications of portfolio management decisions are considered.
Dividend equivalent rights referred to as DERs,(“DERs”) directly link executive pay to the amount of dividends we pay to our stockholders each quarter. As such, DERs are a key absolute return performance metric delivering short-term incentives directly in proportion to dividends paid to our investors.
Recognizing that decisions affecting our operating costs primarily have near-term implications, we evaluate our operating efficiency on an annual basis as a component of our annual incentive compensation program.
Recognizing that individual goals and objectives are best set and measured on an annual basis, we evaluate individual performance as a component of our annual incentive compensation program.
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Our long-term equity-based awards also include a relative total stockholder return (“TSR”) performance metric based on share price changes assuming that all dividends are reinvested. We believe that use of this metric over a three-year period provides an additional performance measure reflecting management’s long-term success in executing its investment strategy and enhancing Capstead’s value for our stockholders.
19
EXECUTIVE COMPENSATION |
We believe the structure of our compensation arrangements appropriately incorporates measures of performance that are of importance to our stockholders and the broader investment community, helping to ensure proper alignment of management’s interests with those of our stockholders.
Review of 20182019 Total Direct Compensation
The committee seeks to providebelieves providing competitive, performance-based compensation opportunities necessary to attract, motivate, and retain employees vital to our long-term financial success and creation of stockholder value. The committee believes this is best achieved through a combination of pay elements it refers to as total direct compensation, comprised of base salary, short-term incentives and long-term equity-based incentives.
The committee increased base salaries for Messrs. Reinsch, SpearsPhillips and Kim by 4%, 4%10% and 7%5%, respectively, in January 2018. Mr. Phillips’ base salary was not increased at that time as he had only recently joined the company.2019. Base salaries in effect for our NEOs in 20182019 were as follows:
Officer |
Base Salary |
Phillip A. Reinsch | $625,000 |
Lance J. Phillips |
|
Robert R. Spears, Jr. | 600,000 |
Roy S. Kim |
|
The committee believes short-term incentives are an important tool in motivating and rewarding management for delivering strong operational performance and achieving our strategic objectives. We provide short-term incentive opportunities through two programs:
DERs | • Our NEOs are annually awarded notional rights entitling them to receive payments equal to the dividends declared on a specified number of phantom shares of common stock. Dividends declared by us for the benefit of our common stockholders determine the award value. | |
Annual Incentive Compensation Program |
| • Annual incentive compensation is awarded based on our economic return (measured on both a relative and absolute basis), our operating cost efficiency, and each NEO’s performance relative to • For 2019 Messrs. Reinsch, Spears and Kim had target opportunities equal to 125% of |
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DERsDERs awarded by the committee for 2019 were unchanged from levels awarded in the prior year for Messrs. Reinsch, Spears and Kim and were increased to 100,000 for Mr. Phillips from 75,000 the prior year.
The table below provides information on the total number of DERs held by each of our NEOs and the total amount of dividend equivalents earned in 2019.
Officer |
| Number of Dividend Equivalent Rights |
| Dividend Equivalents Earned During 2019 |
Phillip A. Reinsch |
| 200,000 |
| $94,000 |
Lance J. Phillips |
| 100,000 |
| 47,000 |
Robert R. Spears, Jr. |
| 200,000 |
| 94,000 |
Roy S. Kim |
| 125,000 |
| 58,750 |
Annual Incentive Compensation Program.Program: The 20182019 annual incentive compensation program adopted by the committee was unchanged from the 2017 annual incentive compensation program.
Undersimilar to the 2018 annual incentive compensation program and as illustrated inprogram. Under the table on the following page:2019 annual incentive compensation program:
55%35% of the award opportunity was based on our economic return performance relative to our peers. Consistentpeers, with the committee’s perspective on our peers, relative economic return performance was evaluatedseparate measurements against both our Agency REIT peers and our Broader REIT peers, and relative
10% of the award opportunity was based on our operating cost efficiency was evaluated againstperformance relative to our Broader REIT peers,
30%40% of the award opportunity was based on our absolute economic return, and
15% of the award opportunity was based on the committee’s assessment of the performance of each of our NEOs relative to individual goals and objectives established by the committee.
The 2019 Annual Incentive Plan performance metrics and weightings are illustrated in tabular format below:
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20182019 Annual Incentive Compensation Program Performance Metrics
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|
| Performance Level | |||||
Performance Metric (Weighting) |
| Peer Group |
| Threshold |
| Target |
| Maximum |
Relative Economic Return |
| Agency REIT Peers |
| 40th Percentile Payout: 50% |
| 60th Percentile Payout: 100% |
| 80th Percentile Payout: 200% |
Relative Economic Return |
| Broader REIT Peers |
| 40th Percentile Payout: 50% |
| 60th Percentile Payout: 100% |
| 80th Percentile Payout: 200% |
Absolute Economic Return |
| N/A |
| 6% Payout: 50% |
|
Payout: 100% |
|
Payout: 200% |
Relative Operating Cost Efficiency (10%) |
| Broader REIT Peers |
| 85th Percentile Payout: 50% |
| 90th Percentile Payout: 100% |
| 95th Percentile Payout: 150% |
Individual Objectives (15%) |
| N/A |
| Payout Between 0% and 150% | ||||
Actual performance and payouts are interpolated between threshold and maximum performance levels as necessary.
20
EXECUTIVE COMPENSATION |
Measurement and Assessment of our Performance. Performance: Our 2018 economic return of a negative 3.6% exceeded that of all of our agency-focused peers. These peers reported economic returns ranging from a negative 4.8% to a negative 22.7% with an average economic return of a negative 11.0%. Our broader REIT peers reported economic returns ranging from 7.8% to a negative 22.7% with an average economic return of a negative 4.4%.
In January 2019, the committee approved its assessments of our NEOs 2018 performance against the individual goals and objectives established by the committee. On March 8, 2019,2020, the committee approved calculations of our 20182019 relative and absolute performance against the applicable performance levels presented above.above and finalized its assessments of our NEOs 2019 performance against individual goals and objectives established by the committee. Our performance under each of the above metrics was as follows:
• | Relative Economic Return – Agency REIT |
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|
Absolute Economic Return.Return: Our negative economic return of a negative 3.6% for 20182019 fell below the minimum threshold return level of 6.0% required for payouts to commence under this metric. As a result, no incentive amounts were earned by our NEOs for this portion of the program.
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Individual Goals and Objectives.Objectives: The committee assessed performance against individual goals and objectives established by the Committee for our NEOs. Messrs. Reinsch and Spears andwere awarded a payout of 80%, Mr. Kim werewas awarded a payout of 100% and Mr. Phillips was awarded the maximuma payout of 150%120%.
Our NEOs’ target opportunities and payouts earned under the 20182019 annual incentive compensation program were as follows:
Officer | Target Opportunities |
| Annual Payout |
Phillip A. Reinsch | $781,250 |
| $820,128 |
Lance J. Phillips | 225,000 |
| 253,072 |
Robert R. Spears, Jr. | 750,000 |
| 787,323 |
Roy S. Kim | 500,000 |
| 524,882 |
Dividend Equivalent Rights (DERs). DERs awarded by the committee provide our NEOs compensation directly in proportion to the common dividends paid during the year to our stockholders, which is a key component of our economic returns and varies depending upon our earnings. DERs represent notional rights entitling the holder to cash payments equal to the per share dividend amount declared on our common stock multiplied by the number of DERs awarded. DERs provide another component of our NEOs’ short-term incentive compensation that is directly linked to our current year performance.
The table below provides information on the total number of DERs held by each of our NEOs and the total amount of dividend equivalents earned in 2018.
Officer |
| Number of Dividend Equivalent Rights |
| Dividend Equivalents Earned During 2018 | Target Opportunities |
| Annual Payout |
Phillip A. Reinsch |
| 200,000 |
| $98,000 | $781,250 |
| $210,938 |
Lance J. Phillips |
| 75,000 |
| 36,750 | 330,000 |
| 108,900 |
Robert R. Spears, Jr. |
| 200,000 |
| 98,000 | 750,000 |
| 202,500 |
Roy S. Kim |
| 125,000 |
| 61,250 | 525,000 |
| 157,500 |
The The committee believes our NEOs should have an ongoing stake in the long-term success of our business and should have a meaningful portion of their total compensation delivered in the form of performance- and service-based equity awards with performance measured over a period of years.
Consistent with prior years, on January 3, 20192, 2020 the committee approved 20182019 long-term incentive compensation awards in two forms consisting of (a) restricted common stock and (b) performance units. The aggregate individual opportunity was maintained at 150% of 20192020 base salaries for Messrs. Reinsch, Spears and Kim and increased to 100%150% of 20192020 base salary for Mr. Phillips from 75%100% the prior year. Consistent with the prior year, in each case divided by the closing common stock price on January 2, 2019. Such aggregate dollar opportunity was thenopportunities were allocated 50% to restricted stock and 50% to performance unit awards, compared to a 40%/60% splitwith the prior year. The higher allocation to restrictednumber of shares, in each case, determined by dividing the applicable dollar opportunity by the closing stock reflects feedback received during the committee’s 2018 investor outreach and is consistent with our philosophy to provide competitive compensation programs to attract, motivate and retain employees vital to our long-term financial success.price on January 2, 2020.
The restricted common stock awards are time-based and will vest three years from the date of grant (January 2, 2022).grant. Upon vesting the awardsour NEOs will be entitled to receive dividends and any other distributions declared from the date of grant through the vesting date. The number of restricted shares issued and the grant date fair value were as follows:
Officer |
| Restricted Common Stock Awards Issued |
| Grant Date Fair Value * |
| Restricted Common Stock Awards Issued |
| Grant Date Fair Value* |
Phillip A. Reinsch |
| 69,341 |
| $468,745 |
| 59,637 |
| $468,747 |
Lance J. Phillips |
| 24,408 |
| 164,998 |
| 33,396 |
| 262,493 |
Robert R. Spears, Jr. |
| 66,568 |
| 450,000 |
| 57,251 |
| 449,993 |
Roy S. Kim |
| 46,597 |
| 314,996 |
| 41,030 |
| 322,496 |
* | Based on the closing stock price on the date of grant of |
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21
EXECUTIVE COMPENSATION |
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The performance unit awards may convert into shares of common stock only to the extent certain performance metrics are satisfied after a three-year performance period ending December 31, 2021,2022, calculated independently for each metric. These metrics are relative and absolute economic returns, as well as relative total stockholder return. The economic return performance metrics and respective weightings used in these latest awards arediffer from those established in late 2018 for use in the same2019 Annual Incentive Compensation Program as those used in our annual incentive compensation program, albeit with different weightings.described below. We continue to emphasize economic returns in these awards as we believe economic return is the mosta relevant performance measure to our stockholders over both the short and long term and that relative economic returns can differ significantly over different time horizons.
The committee made changes to the performance metrics used for the January 3, 20192, 2020 performance unit awards are similarin order to:
place greater emphasis on TSR versus relative economic returns (30% of the total award opportunity compared to 20% in prior years),
place less emphasis on relative economic returns (30% of the total award opportunity compared to 40% in prior years), and to measure relative economic return solely against our Broader REIT peers, and
modify the absolute economic return performance metric such that threshold payouts begin to the performance metrics usedextent economic return exceeds a threshold of 2.0%, with a 100% payout at a target economic return of 6.0%, and a maximum 200% payout at or above an economic return of 10.0%.
The committee believes these changes will more directly align our NEOs’ interests with those of our stockholders by placing greater emphasis on TSR. The committee also believes the adjusted threshold and target levels for the absolute economic return metric are more appropriate and potentially achievable in light of the prior year; however,current market and
interest rate environment. In addition, the committee believes greater emphasis should be placed on absolute versus relative returns. Accordingly, the weightings on relative economic return againstcombining our Agency REIT peers and Broader REIT peers were reduced by an aggregate of ten percentage points and the weighting on absoluteinto one peer group in which to measure relative economic return was increased by ten percentage points. Additionally, the absolute economic return levels required for payout at the targetperformance simplifies these awards and maximum performance levels were reduced by one and two percentage points (from 9% and 12% to 8% and 10%) respectively, to reflect what the committee believes would be favorable risk-adjusted returns given current market conditions.recognizes that fewer of our peers now focus primarily on investing in Agency Securities.
Consistent with prior years, the committee set the target for relative economic return performance, against both our Agency REIT and Broader REIT peer groups, as well as relative total stockholder return, against our Broader REIT peer group, at the 60th percentile thus insuringensuring that the target payout will be awarded only for above average performance.
The performance units contain “double trigger” vesting provisions that provide for accelerated vesting only if (i) a change in control occurs and (ii) an involuntary termination without cause or a voluntary resignation for good reason occurs within 24 months following the change in control. At the end of the performance period, each NEO will be entitled to receive dividends and any other distributions declared from the grant date through the end of the performance period with respect to the number of shares earned, if any.
The number of performance units issued and the grant date fair value were as follows:
Officer |
| Performance Units Issued |
| Grant Date Fair Value * |
| Performance Units Issued |
| Grant Date Fair Value* |
Phillip A. Reinsch |
| 69,341 |
| $476,373 |
| 59,637 |
| $478,587 |
Lance J. Phillips |
| 24,408 |
| 167,683 |
| 33,396 |
| 268,003 |
Robert R. Spears, Jr. |
| 66,568 |
| 457,322 |
| 57,251 |
| 459,439 |
Roy S. Kim |
| 46,597 |
| 320,121 |
| 41,030 |
| 329,266 |
* | Based on grant date fair value assigned for accounting purposes as referenced in the Summary Compensation Table. |
The number of shares ultimately accruing to our NEOs pursuant to these awards is dependent upon Capstead’s performance calculated separately under each of the indicated performance metrics over the three-year period ending December 31, 20212022 as illustrated below:summarized in the following table:
Long-term Performance Unit Award Metrics
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| Performance Level | ||||
Performance Metric (Weighting) |
| Peer Group |
| Threshold |
| Target |
| Maximum |
Relative Economic Return |
|
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|
| ||||
|
| Broader REIT Peers |
| 40th Percentile Payout: 50% |
| 60th Percentile Payout: 100% |
| 80th Percentile Payout: 200% |
Absolute Economic Return (40%) |
| N/A |
|
Payout: |
|
Payout: 100% |
| 10% Payout: 200% |
Relative Total Stockholder Return |
| Broader REIT Peers |
| 40th Percentile Payout: 50% |
| 60th Percentile Payout: 100% |
| 80th Percentile Payout: 200% |
Actual performance and payouts will be interpolated between threshold and maximum performance levels as necessary.
22
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EXECUTIVE COMPENSATION
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Our NEOs participate in our other benefit programs including life, accidental death, dismemberment, disability, and long-term care insurance, a charitable gift matching program, and a qualified defined contribution retirement plan, or 401(k) plan, each on the same terms offered to other employees.
In addition, we have a nonqualified deferred compensation plan for our NEOs and certain other employees.NEOs. Our nonqualified deferred compensation plan extends the general matching provisions of the 401(k) plan to base salary and annual incentive compensation amounts in excess of $275,000. The aggregate cost of these matching provisions related to our NEOs under our 401(k) and deferred compensation plans was $163,476$166,194 for 2018.2019.
Our NEOs may elect to defer up to 60% of base salary and 100% of annual incentive compensation (excluding DERs payments)program payments into thisthe deferred compensation plan. We contribute a matching amount
equal to 50% of an NEO’s voluntary contribution up to a maximum of 6% of eligible compensation that exceeds the 401(k) maximum amount. We may, but are not required, to
make a supplemental matching of 3% of the eligible compensation, but only up to the same 6%. Vesting in the amounts contributed by us is determined on the same service-based vesting schedule used in our 401(k) plan, which provides for annual vesting ratably over a participant’s initial five years of service. Amounts deferred by our NEOs, related company contributions and earnings are considered a part of our general assets and participants are considered unsecured creditors.
In February 2018, the board first adopted change in control (“CIC”)/severance agreements for our NEOs. A mortgage REIT industry survey by Pay Governance was used to establish the terms of these agreements. CIC payoutsPayouts adopted in
these agreements largely reflect the median payout levels of the surveyed companies and incorporate common industry practices, including double-trigger CIC provisions. For further information, see the table on page 33.
32.
Decisions Affecting Compensation for 20192020
In January 2019,2020, the committee took the following actions related to base salaries, DERs and the annual incentive compensation:compensation program:
Base SalariesMessrs. Phillips and Kim were awarded base salary increases effective January 1, 2020. Base salaries for 2020 are as follows:
• | Messrs. Phillips and Kim were awarded base salary increases effective January 1, 2019. Base salaries for 2019 are as follows: | ||
|
Officer | 2018 Base Salary | 2019 Base Salary |
| Phillip A. Reinsch | $625,000 | $625,000 |
| Lance J. Phillips | 300,000 | 330,000 |
| Robert R. Spears, Jr. | 600,000 | 600,000 |
| Roy S. Kim | 400,000 | 420,000 |
Officer |
| 2019 Base Salary |
| 2020 Base Salary |
Phillip A. Reinsch |
| $625,000 |
| $625,000 |
Lance J. Phillips |
| 330,000 |
| 350,000 |
Robert R. Spears, Jr. |
| 600,000 |
| 600,000 |
Roy S. Kim |
| 420,000 |
| 430,000 |
DERsMessrs. Reinsch and Spears were awarded DERs for 2020 at levels consistent with 2019 awards while awards for Messrs. Phillips and Kim were increased to a level roughly equal to that of our other NEOs relative to their respective base salaries. All DERs expire December 31, 2020 and were awarded as follows:
• |
| Messrs. Reinsch, Spears and Kim were awarded DERs for 2019 at levels consistent with 2018 awards while Mr. Phillips DERs award was increased to a level roughly equal to that of our other NEOs relative to their respective base salaries. All DERs expire December 31, 2019 and were awarded as follows: | ||||
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| Officer | 2018 DERs | 2019 DERs |
| |
|
| Phillip A. Reinsch | 200,000 | 200,000 |
| |
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| Lance J. Phillips | 75,000 | 100,000 |
| |
|
| Robert R. Spears, Jr. | 200,000 | 200,000 |
| |
|
| Roy S. Kim | 125,000 | 125,000 |
| |
Officer |
| 2019 DERs |
| 2020 DERs |
Phillip A. Reinsch |
| 200,000 |
| 200,000 |
Lance J. Phillips |
| 100,000 |
| 115,000 |
Robert R. Spears, Jr. |
| 200,000 |
| 200,000 |
Roy S. Kim |
| 125,000 |
| 140,000 |
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EXECUTIVE COMPENSATION |
Annual Incentive Compensation ProgramThe 20192020 Annual Incentive Compensation Program adopted by the committee on January 3,2, 2020 differs from the 2019 is similar to the 2018 program.program as described below. Target opportunities for Messrs. Reinsch, Spears and Kim were unchanged at 125% of 20192020 base salary, while Mr. Phillips target opportunity was increased to 100%125% of his 20192020 base salary. Becausesalary from 100% in 2019.
In its 2020 deliberations, the committee believesconcluded that a greater emphasis should be placed on absolute versus relative returns,economic returns. Accordingly, the performance metrics were modified to reduce the weightings on relative economic return against Agency REIT and Broader REIT peers by an aggregate of ten percentage
points and increase the weighting on absolute economic return by ten percentage points. Additionally,of the absolute economic return metric by thirty percentage points to 70% measured at Target performance levels required forand eliminate the relative economic return metrics. The absolute economic return metric was modified to reduce threshold and target return levels to 2.0% and 6.0% from 6.0% and 8.0%, respectively, with the maximum payout remaining at 10.0%.
Payouts begin to the extent economic return exceeds a threshold of 2.0%, with a 100% payout at a target economic return of 6.0%, and a maximum 200% payout at or above an economic return of 10.0%. Additionally, the targetaward opportunity for individual goals and maximum performance levels were reduced by one and twoobjectives was increased five percentage points (from 9% and 12% to 8% and 10%), respectively, to reflect what thean aggregate participation level of 20% at target performance levels.
The committee believes would be favorable risk-adjustedthese changes will more directly align our NEOs’ interests with those of our stockholders by placing greater emphasis on absolute economic returns givenand achieving individual goals and objectives. The committee also believes the adjusted threshold and target levels for the absolute economic return metric are more appropriate and potentially achievable in light of the current market conditions.and interest rate environment. The 20192020 Annual Incentive PlanCompensation Program metrics are illustrated in tabular format below:
20192020 Annual Incentive Compensation Program Performance Metrics
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| Performance Level | ||||
Performance Metric (Weighting) |
| Peer Group |
| Threshold |
| Target |
| Maximum |
|
|
|
|
| ||||
|
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|
|
| ||||
Absolute Economic Return |
| N/A |
|
Payout: |
|
Payout: 100% |
| 10% Payout: 200% |
Relative |
| Broader REIT Peers |
|
Payout: 50% |
|
Payout: 100% |
|
Payout: |
Individual Goals and Objectives (20%) | N/A | Payout Between 0% and 150% | ||||||
Actual performance and payouts will be interpolated between threshold and maximum performance levels as necessary.
24 |
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EXECUTIVE COMPENSATION
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Other Compensation Policies and Practices
Common Stock Ownership Guidelines.Guidelines To assist with aligning interests of our NEOs and our stockholders, we have adopted common stock ownership guidelines requiring our NEOs to maintain minimum ownership interests in Capstead, based on percentages of their base salaries. The stock ownership requirements and effective ownership as of March 22, 201918, 2020 were as follows:
Covered Party |
| Ownership Policy Threshold (as % of base salary) |
| Effective Ownership (as % of base salary) |
| Ownership Policy Threshold (as % of base salary) |
| Effective Ownership (as % of base salary) |
Phillip A. Reinsch. |
| 500 |
| 447* |
| 500 |
| 488* |
Lance J. Phillips |
| 300 |
| 96* |
| 300 |
| 136* |
Robert R. Spears, Jr. |
| 400 |
| 767 |
| 400 |
| 775 |
Roy S. Kim |
| 300 |
| 195* |
| 300 |
| 271* |
* Phillip A. Reinsch was appointed President and Chief Executive Officer in July 2016 and has until July 2021 to reach his minimum ownership requirements. Roy S. Kim was hired in April 2015 and has until April 2020 to reach his minimum ownership requirements. Lance J. Phillips was hired in October 2017 and has until October 2022 to reach his minimum ownership requirements. | ||||||||
* Phillip A. Reinsch was appointed President and Chief Executive Officer in July 2016 and has until July 14, 2021 to reach his minimum ownership requirements. Roy S. Kim was hired in April 2015 and has until April 20, 2020 to reach his minimum ownership requirements. Lance J. Phillips was hired in October 2017 and has until October 23, 2022 to reach his minimum ownership requirements. | * Phillip A. Reinsch was appointed President and Chief Executive Officer in July 2016 and has until July 14, 2021 to reach his minimum ownership requirements. Roy S. Kim was hired in April 2015 and has until April 20, 2020 to reach his minimum ownership requirements. Lance J. Phillips was hired in October 2017 and has until October 23, 2022 to reach his minimum ownership requirements. | |||||||
Effective ownership of our common stock considered for purposes of measuring our NEOs’ ownership interests differs from the amounts reported to the SEC on Form 4 because the measurement adopted by the board includes only owned shares and 60% of unvested service-based stock awards, while excluding all unvested performance-based units. This is calculated using the greater of average trailing quarter-end book values for the last four quarters or average 12-month stock price. Our NEOs are required to reach their minimum ownership within five years from the date they became subject to the guidelines. Any NEO not currently meeting their minimum ownership is required to retain all shares received in the future through our compensation programs until their minimum ownership is met, except that the NEO may surrender shares to satisfy tax withholding requirements.
Prohibition on Pledging of Owned Shares.Shares We prohibit our NEOs and directors from pledging their holdings of Capstead stock.
Derivatives Trading and Hedging. HedgingAll of our employees and directors are restricted from entering into transactions to hedge or otherwise offset any change in the market value of our common stock.
Clawback Policy.Policy If we are required to prepare and file accounting restatements of certain financial documents, our NEOs are required to reimburse us for any short- and long-term incentive compensation received in the 12-month period following the first public issuance or filing with the SEC of any financial document subject to restatement if:
Thethe amount of incentive compensation was calculated based on the achievement of certain financial results that were the subject of the restatement;
Anan NEO engaged in intentional misconduct that caused or partially caused the need for the restatement; and
Thethe amount of the incentive compensation that would have been awarded to an NEO if the financial results had been properly reported would have been lower than the amount actually awarded.
Tax Considerations.ConsiderationsThe Tax Cuts and Jobs Act of 2017 amended the Internal Revenue Code to generally eliminate the performance-based exception to the $1 million deduction limit under Section 162(m) for years after 2017. As a result, executive compensation payments in excess of $1 million paid in 2018 and subsequent years will likely not be fully tax deductible.
|
|
Compensation CommitteeCommittee Report
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy with our management. Based on this review and
discussion, the compensation committee recommends to our board that the above Compensation Discussion and Analysis be included in this proxy statement.
COMPENSATION COMMITTEE Michelle P. Goolsby, Chair Jack Biegler Gary Keiser Mark S. Whiting |
|
25
EXECUTIVE COMPENSATION |
|
The Summary Compensation Table below shows certain compensation information for our four executive officers, referred to as our NEOs, for services rendered during the
three years ended December 31, 2018.2019. As of the date of this proxy, we had no other executive officers.
Name and Principal Position |
| Year |
| Salary ($) |
| Stock Awards ($)(a) |
| Non-Equity Incentive Plan Compensation ($)(b) |
| All Other Compensation ($) |
|
| Total ($) |
| Year |
| Salary ($) |
| Stock Awards ($)(a) |
| Non-Equity Incentive Plan Compensation ($)(b) |
| All Other Compensation ($) |
|
| Total ($) |
Phillip A. Reinsch |
| 2018 |
| 625,000 |
| 945,118 |
| 918,128 |
| 97,243 | (c) |
| 2,585,489 |
| 2019 |
| 625,000 |
| 947,334 |
| 304,938 |
| 56,794 | (c) |
| 1,934,066 |
President and Chief Executive Officer |
| 2017 |
| 600,000 |
| 944,680 |
| 385,000 |
| 59,862 |
|
| 1,989,542 |
| 2018 |
| 625,000 |
| 945,118 |
| 918,128 |
| 97,243 |
|
| 2,585,489 |
|
| 2016 |
| 495,625 |
| 906,326 |
| 539,888 |
| 66,979 |
|
| 2,008,818 |
| 2017 |
| 600,000 |
| 944,680 |
| 385,000 |
| 59,862 |
|
| 1,989,542 |
Lance J. Phillips |
| 2018 |
| 300,000 |
| 332,681 |
| 289,822 |
| 36,889 | (c) |
| 959,392 |
| 2019 |
| 330,000 |
| 530,496 |
| 155,900 |
| 39,595 | (c) |
| 1,055,991 |
Senior Vice President, Chief Financial |
| 2017 |
| 57,292 |
| 226,433 |
| 27,195 |
| 130,350 |
|
| 441,270 |
| 2018 |
| 300,000 |
| 332,681 |
| 289,822 |
| 36,889 |
|
| 959,392 |
Officer and Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2017 |
| 57,292 |
| 226,433 |
| 27,195 |
| 130,350 |
|
| 441,270 |
Robert R. Spears, Jr. |
| 2018 |
| 600,000 |
| 907,322 |
| 885,323 |
| 86,170 | (c) |
| 2,478,815 |
| 2019 |
| 600,000 |
| 909,432 |
| 296,500 |
| 52,578 | (c) |
| 1,858,510 |
Executive Vice President and |
| 2017 |
| 575,000 |
| 906,897 |
| 375,625 |
| 50,519 |
|
| 1,908,041 |
| 2018 |
| 600,000 |
| 907,322 |
| 885,323 |
| 86,170 |
|
| 2,478,815 |
Chief Investment Officer |
| 2016 |
| 553,750 |
| 868,565 |
| 644,383 |
| 64,215 |
|
| 2,130,913 |
| 2017 |
| 575,000 |
| 906,897 |
| 375,625 |
| 50,519 |
|
| 1,908,041 |
Roy S. Kim |
| 2018 |
| 400,000 |
| 635,117 |
| 586,132 |
| 40,582 | (c) |
| 1,661,831 |
| 2019 |
| 420,000 |
| 651,762 |
| 216,250 |
| 43,643 | (c) |
| 1,331,655 |
Senior Vice President, Treasurer |
| 2017 |
| 375,000 |
| 604,593 |
| 240,625 |
| 43,094 |
|
| 1,263,312 |
| 2018 |
| 400,000 |
| 635,117 |
| 586,132 |
| 40,582 |
|
| 1,661,831 |
|
| 2016 |
| 345,000 |
| 566,457 |
| 367,408 |
| 45,858 |
|
| 1,324,723 |
| 2017 |
| 375,000 |
| 604,593 |
| 240,625 |
| 43,094 |
|
| 1,263,312 |
* | Columns for “Bonus”, “Option Awards” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” have been omitted because they were not applicable. |
(a) | Amounts include the grant date fair value of performance units and restricted stock awarded for the indicated years as follows: |
|
| Year |
| Performance Unit Awards ($) |
| Restricted Stock Awards ($) |
| Total Stock Awards ($) |
| Year |
| Performance Unit Awards ($) |
| Restricted Stock Awards ($) |
| Total Stock Awards ($) |
Phillip A. Reinsch |
| 2018 |
| 476,373 |
| 468,745 |
| 945,118 |
| 2019 |
| 478,587 |
| 468,747 |
| 947,334 |
|
| 2017 |
| 569,686 |
| 374,994 |
| 944,680 |
| 2018 |
| 476,373 |
| 468,745 |
| 945,118 |
|
| 2016 |
| 606,331 |
| 299,995 |
| 906,326 |
| 2017 |
| 569,686 |
| 374,994 |
| 944,680 |
Lance J. Phillips |
| 2018 |
| 167,683 |
| 164,998 |
| 332,681 |
| 2019 |
| 268,003 |
| 262,493 |
| 530,496 |
|
| 2018 |
| 167,683 |
| 164,998 |
| 332,681 | ||||||||
|
| 2017 |
| 113,936 |
| 112,497 |
| 226,433 |
| 2017 |
| 113,936 |
| 112,497 |
| 226,433 |
Robert R. Spears, Jr. |
| 2018 |
| 457,322 |
| 450,000 |
| 907,322 |
| 2019 |
| 459,439 |
| 449,993 |
| 909,432 |
|
| 2017 |
| 546,901 |
| 359,996 |
| 906,897 |
| 2018 |
| 457,322 |
| 450,000 |
| 907,322 |
|
| 2016 |
| 581,072 |
| 287,493 |
| 868,565 |
| 2017 |
| 546,901 |
| 359,996 |
| 906,897 |
Roy S. Kim |
| 2018 |
| 320,121 |
| 314,996 |
| 635,117 |
| 2019 |
| 329,266 |
| 322,496 |
| 651,762 |
|
| 2017 |
| 364,601 |
| 239,992 |
| 604,593 |
| 2018 |
| 320,121 |
| 314,996 |
| 635,117 |
|
| 2016 |
| 378,962 |
| 187,495 |
| 566,457 |
| 2017 |
| 364,601 |
| 239,992 |
| 604,593 |
For 2018,2019, the aggregate number of performance unit and restricted stock awards granted on January 3, 20192, 2020 was based on 150% of 20192020 base salaries for Messrs. Reinsch, Spears and Kim and 100% of 2019 base salary for Mr. Phillips,each executive, in each case, divided by the closing common stock price on January 2, 20192020 of $6.76.$7.86. Such aggregate dollar opportunity was then allocated 50% to performance unit awards and 50% to restricted stock.
The performance units awarded for 20182019 are similar to performance units granted for 2018 and 2017 and 2016 andin that they include specific metrics against which our performance is to be measured, including relative economic return, absolute economic return and relative total stockholder return and are potentially convertible into shares of our common stock following a three-year performance period. For the 2019 awards, the performance period commencingcommences January 1, 20192020 and endingends December 31, 2021.2022. The number of shares of our common stock into which the performance units are convertible is dependent on satisfaction of the performance metrics during the performance period, calculated independently for each metric and are subject to service conditions. Because the performance units awarded are subject to performance conditions, the grant date fair value was based on management’s estimate of the probable outcome for each nonmarket-based performance metric, and a quantitative simulation for the relative total stockholder return performance metric, resulting in an aggregate fair value estimate of $6.87$8.03 per unit. Assuming we meet or exceed maximum performance levels for all of the performance metrics, in which case the units will convert into shares of common stock equal to up to twice the number of units granted, Messrs. Reinsch, Phillips, Spears, and Kim would receive shares of common stock worth a maximum of $937,500, $330,000,$525,000, $900,000, and $630,000,$645,000, respectively, based on the $6.76$7.86 January 2, 20192020 grant date closing common stock price.
The restricted stock awarded for 20182020 will vest three years from the date of grant oron January 2, 2022,2023, subject to service conditions. The fair value of these awards was based on the closing stock price on the date of grant.
For 2018, the aggregate number of performance unit and restricted stock awards granted on January 3, 2019 was based on 150% of 2019 base salaries for Messrs. Reinsch, Spears and Kim and 100% of 2019 base salary for Mr. Phillips, in each case, divided by the closing common stock price on January 2, 2019 of $6.76. Such aggregate dollar opportunity was then allocated 50% to performance unit awards and 50% to restricted stock.
26
EXECUTIVE COMPENSATION |
The 2018 performance units are potentially convertible into our common stock after conclusion of a three-year performance period ending December 31, 2021. These units were valued at $6.87 per unit using the same methodology described above for the 2019 grants. The 2018 restricted stock awards were valued at $6.76 and will vest on January 3, 2022, subject to service conditions.
For 2017, the aggregate number of the performance unit and restricted stock awards granted on January 3, 2018 was based on150%on 150% of 2018 base salaries for Messrs. Reinsch, Spears and Kim and 75% of 2018 base salary for Mr. Phillips, in each case, divided by the closing common stock price on January 2, 2018 of $8.60. Such aggregate dollar opportunity was then allocated 60% to performance units and 40% to restricted stock for Messrs. Reinsch, Spears and Kim and 50% to performance units and 50% to restricted stock for Mr. Phillips.
|
|
The 2017 performance units are potentially convertible into our common stock after conclusion of a three-year performance period ending December 31, 2020. These units were valued at $8.71 per unit based on management’s estimate ofusing the probable outcome for each nonmarket-based performance metric and a quantitative simulationsame methodology described above for the relative total stockholder return performance metric.2019 grants. The 2017 restricted stock awards were valued at $8.60 (the closing stock price on the date of grant) and will vest three years from the date of grant oron January 3, 2021, subject to service conditions.
For 2016, the aggregate number of the performance unit and restricted stock awards was based on 150% of 2017 base salary for each executive divided by the closing common stock price on the January 3, 2017 date of grant of $10.41. Such aggregate dollar opportunity was then allocated two-thirds to performance units and one-third to restricted stock.
The 2016 performance units are potentially convertible into our common stock after conclusion of a three-year performance period ending December 31, 2019. These units were valued at $10.52 per unit based on management’s estimate of the probable outcome for each nonmarket-based performance metric and a quantitative simulation for the relative total stockholder return performance metric. The 2016 restricted stock awards were valued at $10.41 (the closing stock price on the date of grant) and will vest three years from the date of grant or January 3, 2020, subject to service conditions.
Our executives are entitled to receive all dividends and any other distributions declared from the date of grant with respect to the shares of our common stock into which the performance units are ultimately converted, if any, as if such shares had been issued on the date of grant. Similarly, upon vesting, holders of the restricted stock will be entitled to receive dividends and any other distributions declared from the date of grant through the vesting date.
(b) | Amounts in the table below include aggregate cash payments pursuant to our 2019, 2018 |
|
| Year |
| Annual Incentive Compensation Program ($) |
| Dividend Equivalents Earned ($) |
| Total Non-Equity Incentive Program Compensation ($) |
| Year |
| Annual Incentive Compensation Program ($) |
| Dividend Equivalents Earned ($) |
| Total Non-Equity Incentive Program Compensation ($) |
Phillip A. Reinsch |
| 2018 |
| 820,128 |
| 98,000 |
| 918,128 |
| 2019 |
| 210,938 |
| 94,000 |
| 304,938 |
|
| 2017 |
| 225,000 |
| 160,000 |
| 385,000 |
| 2018 |
| 820,128 |
| 98,000 |
| 918,128 |
|
| 2016 |
| 404,988 |
| 134,900 |
| 539,888 |
| 2017 |
| 225,000 |
| 160,000 |
| 385,000 |
Lance J. Phillips |
| 2018 |
| 253,072 |
| 36,750 |
| 289,822 |
| 2019 |
| 108,900 |
| 47,000 |
| 155,900 |
|
| 2018 |
| 253,072 |
| 36,750 |
| 289,822 | ||||||||
|
| 2017 |
| 12,945 |
| 14,250 |
| 27,195 |
| 2017 |
| 12,945 |
| 14,250 |
| 27,195 |
Robert R. Spears, Jr. |
| 2018 |
| 787,323 |
| 98,000 |
| 885,323 |
| 2019 |
| 202,500 |
| 94,000 |
| 296,500 |
|
| 2017 |
| 215,625 |
| 160,000 |
| 375,625 |
| 2018 |
| 787,323 |
| 98,000 |
| 885,323 |
|
| 2016 |
| 452,483 |
| 191,900 |
| 644,383 |
| 2017 |
| 215,625 |
| 160,000 |
| 375,625 |
Roy S. Kim |
| 2018 |
| 524,882 |
| 61,250 |
| 586,132 |
| 2019 |
| 157,500 |
| 58,750 |
| 216,250 |
|
| 2017 |
| 140,625 |
| 100,000 |
| 240,625 |
| 2018 |
| 524,882 |
| 61,250 |
| 586,132 |
|
| 2016 |
| 281,908 |
| 85,500 |
| 367,408 |
| 2017 |
| 140,625 |
| 100,000 |
| 240,625 |
Under the 2019 annual incentive compensation program, Messrs. Reinsch, Spears and Kim had target opportunities equal to 125% of their 2019 base salaries. Mr. Phillips had a target opportunity equal to 100% of his 2019 base salary.
Under the 2018 annual incentive compensation program, Messrs. Reinsch, Spears and Kim had target opportunities equal to 125% of their 2018 base salaries. Mr. Phillips had a target opportunity equal to 75% of his 2018 base salary.
Under the 2017 annual incentive compensation program, Messrs. Reinsch, Spears and Kim had target opportunities equal to 125% of their 2017 base salaries. Mr. Phillips had a target opportunity equal to 75% of his 2017 base salary prorated from his October 2017 hire date.
Under the 2016 annual incentive compensation program, each NEO had a target opportunity equal to 125% of their 2016 base salaries (prorated for August 15, 2016 salary adjustments for Messrs. Reinsch and Spears).
Dividend equivalent rights, referred to as DERs represent notional common stock, which entitle the holder to cash payments, referred to as dividend equivalents, equal to the per share dividend amounts declared on our common stock. DERs outstanding during 20182019 were as follows: 200,000 for Mr. Reinsch, 75,000100,000 for Mr. Phillips, 200,000 for Mr. Spears, and 125,000 for Mr. Kim.
(c) | Amounts in the table below include expenses recognized for the year ended December 31, |
|
| Reinsch ($) |
| Phillips ($)) |
| Spears ($) |
| Kim ($) |
| Reinsch ($) |
| Phillips ($) |
| Spears ($) |
| Kim ($) |
Qualified defined contribution retirement plan |
| 16,500 |
| 16,500 |
| 16,500 |
| 16,500 |
| 16,800 |
| 16,800 |
| 16,800 |
| 16,800 |
Nonqualified deferred compensation plan |
| 69,908 |
| 11,461 | �� | 66,439 |
| 15,938 |
| 31,494 |
| 16,500 |
| 30,000 |
| 21,000 |
Insurance premiums |
| 5,585 |
| 3,828 |
| 3,131 |
| 3,144 |
| 6,000 |
| 3,795 |
| 3,278 |
| 3,343 |
Charitable gift matching program |
| 5,250 |
| 5,100 |
| 100 |
| 5,000 |
| 2,500 |
| 2,500 |
| 2,500 |
| 2,500 |
|
| 97,243 |
| 36,889 |
| 86,170 |
| 40,582 |
| 56,794 |
| 39,595 |
| 52,578 |
| 43,643 |
|
27
EXECUTIVE COMPENSATION |
|
|
|
|
| Estimated Future Payouts Under Equity Incentive Plan Awards |
| All Other Stock Awards: Number of Shares of Stock or Units (#) |
| Grant Date Fair Value of Stock and Option Awards ($) |
|
|
| Estimated Future Payouts Under Equity Incentive Plan Awards |
| All Other Stock Awards: Number of Shares of Stock or Units (#) |
| Grant Date Fair Value of Stock and Option Awards ($) | ||||||||||||||||||||||||
Name |
| Grant Date |
| Threshold (#) |
| Target (#) |
| Maximum (#) |
|
| Grant Date |
| Threshold (#) |
| Target (#) |
| Maximum (#) |
| ||||||||||||||||||||||
Phillip A. Reinsch |
| 1-3-18(a) |
| 32,703 |
| 65,406 |
| 130,812 |
|
|
| 569,686 |
| 1-3-19(a) |
| 34,671 |
| 69,341 |
| 138,682 |
|
|
| 476,373 | ||||||||||||||||
|
| 1-3-18(a) |
|
|
|
|
|
|
| 43,604 |
| 374,994 |
| 1-3-19(a) |
|
|
|
|
|
|
| 69,341 |
| 468,745 | ||||||||||||||||
Lance J. Phillips |
| 1-3-18(a) |
| 6,541 |
| 13,081 |
| 26,162 |
|
|
| 113,936 |
| 1-3-19(a) |
| 12,204 |
| 24,408 |
| 48,816 |
|
|
| 167,683 | ||||||||||||||||
|
| 1-3-18(a) |
|
|
|
|
|
|
| 13,081 |
| 112,497 |
| 1-3-19(a) |
|
|
|
|
|
|
| 24,408 |
| 164,998 | ||||||||||||||||
Robert R. Spears, Jr. |
| 1-3-18(a) |
| 31,395 |
| 62,790 |
| 125,580 |
|
|
| 546,901 |
| 1-3-19(a) |
| 33,284 |
| 66,568 |
| 133,136 |
|
|
| 457,322 | ||||||||||||||||
|
| 1-3-18(a) |
|
|
|
|
|
|
| 41,860 |
| 359,996 |
| 1-3-19(a) |
|
|
|
|
|
|
| 66,568 |
| 450,000 | ||||||||||||||||
Roy S. Kim |
| 1-3-18(a) |
| 20,930 |
| 41,860 |
| 83,720 |
|
|
| 364,601 |
| 1-3-19(a) |
| 23,299 |
| 46,597 |
| 93,194 |
|
|
| 320,121 | ||||||||||||||||
|
| 1-3-18(a) |
|
|
|
|
|
|
| 27,906 |
| 239,992 |
| 1-3-19(a) |
|
|
|
|
|
|
| 46,597 |
| 314,996 | ||||||||||||||||
* | Columns for “Estimated Future Payouts Under Non-Equity Incentive Plan Awards,” “All Other Option Awards” and “Exercise or Base Price of Option Awards” have been omitted because they were not applicable. |
(a) | On January 3, |
The performance units include specific metrics against which our performance is to be measured, including relative economic return, absolute economic return and relative total stockholder return and are potentially convertible into shares of our common stock following a three-year performance period that began on January 1, 20182019 and ends December 31, 2020.2021. The number of shares of our common stock into which the units are convertible is dependent on satisfaction of the performance metrics during the performance period, calculated independently for each metric. Because the awards are subject to these performance conditions, the grant date fair value was based on management’s estimate of the probable outcome for each nonmarket-based performance metric, and a quantitative simulation was used to value the portion of the award based on the relative total stockholder return performance metric, resulting in an aggregate fair value estimate of $8.71$6.87 per unit.
If we meet the target performance levels for all of the performance metrics, the units will convert into shares of common stock equal to the number of units granted. If we meet or exceed the “Maximum”maximum performance levels for all of the performance metrics, the units will convert into shares of common stock equal to twice the number of units granted. Conversely, if we only meet the Thresholdthreshold performance levels for all of the performance metrics, the units will convert into shares of common stock equal to one-half the number of units granted, and below these threshold performance levels, the units will expire without converting into any shares of common stock. The actual shares issued will be based on straight-line interpolations between the indicated performance levels established separately for each performance metric, as necessary. Any such shares into which the units are convertible will be issued following the end of the three-year performance period. Our executives are entitled to receive all dividends and any other distributions declared from the date of grant with respect to the shares of our common stock into which the units are ultimately converted, if any, as if such shares had been issued on the date of grant.
The restricted stock will vest three years from the date of grant oron January 2, 2021,2022, subject to service conditions. On that date holders will be entitled to receive dividends and any other distributions declared from the date of grant through the vesting date.
28
|
|
EXECUTIVE COMPENSATION
|
Narrative to Our Summary Compensation and Grant of Plan-Based Awards Tables
Short-term Incentive Compensation.Compensation Short-term incentive compensation amounts in 20182019 included (i) payouts on an annual incentive compensation program based on our economic returns, measured on a relative and absolute basis, relative operating cost efficiency as well as achievement of individual goals and objectives, and (ii) dividends paid on outstanding DERs. UnderFurther detail on our short-term incentive compensation can be found in the 2018 annualShort-Term Incentives section of our Compensation Discussion and Analysis on page 20. Annual incentive compensation program Messrs. Reinsch, Spears and Kim had a target opportunity equal to 125% of each executive’s 2017 base salary. Mr. Phillips had a target opportunity equal to 75% of his base salary. Short-term incentive compensation paid outpayouts to our NEOs for 20182019 equaled 125%34% of 20182019 base salaries (106%(28% of target opportunity) and accounted for 35%11% of total 20182019 compensation, as measured for proxy compensation purposes.
On January 3, 2019 the compensation committee adopted an annual incentive compensation program for 2019. Target opportunities for Messrs. Reinsch, Spears and Kim were unchanged at 125% of 2019 base salary, while Mr. Phillips target opportunity was increased to 100% of his 2019 base salary. The performance metrics used for the 2019 annual incentive compensation program are similar to the performance metrics used in prior year; however, the committee believes greater emphasis should be placed on absolute versus relative returns. Accordingly, modifications were made to reduce the weightings on relative economic return against Agency REIT and Broader REIT peers by an aggregate of ten percentage points and increase the weighting on absolute economic return by ten percentage points. Additionally, the absolute economic return levels required for payout at the target and maximum performance levels were reduced by one and two percentage points (from 9% and 12% to 8% and 10%), respectively, to reflect what the committee believes would be favorable risk-adjusted returns given current market conditions.
Long-term Incentive Compensation.Compensation Consistent with the belief that our NEOs should have an ongoing stake in the long-term success of our business, long-termLong-term incentive compensation amounts for 20182019 consisted of performance units and restricted stock awarded on January 3, 2019.
Under this2, 2020. Further detail on our long-term incentive compensation program,can be found in the aggregate individual opportunity, respectively, was 150%Long-Term Incentives section of 2019 base salaries for Messrs. Reinsch, Spearsour Compensation Discussion and Kim and 100% of 2019 base salary for Mr. Phillips, in each case, divided by the closing common stock priceAnalysis on January 2, 2019. Such aggregate dollar opportunity was then allocated 50% to restricted stock and 50% to performance unit awards. page 21.
The restricted stock will vest in three years on January 2, 2022 and our NEOs will be entitled to receive related dividends and any other distributions from the date of grant through the vesting date.
The performance units are convertible into sharesPerformance-based elements of our common stock based on our economic returns measured on both a relative and absolute basis, as well as our relative total stockholder returns, following a three-year performance period ending December 31, 2021. At the end of the performance period, each NEO will be entitled to receive related dividends and any other distributions declared from the grant date through the end of the performance period with respect to the number of shares earned, if any.
The performance units awarded for 2018 have similar terms as the performance units awarded for 2017, retaining an emphasis on economic returns as we believe economic return is the most relevant performance measure to our stockholders. Consistent with modifications made to the 2019 annual incentive program, the weightings on relative economic return against Agency REIT and Broader REIT peers were reduced, the weighting on absolute economic return was increased and the absolute economic return levels required for payout at the target and maximum performance levels were reduced.
Long-termlong-term incentive compensation awarded our NEOs equaled 37%25% of 2018total 2019 compensation, as measured for proxy compensation purposes. Combining 2018 annual2019 short-term incentive compensation plan and DERs payouts with performance units awarded for 2018, 54%2019, 41% of 20182019 compensation for our NEOs was performance-based.
CEO Pay Ratio.Ratio Our median employee’s annual total compensation for 20182019 was approximately $250,000.$249,000. As a result, we estimated that Mr. Reinsch’s 20182019 total compensation of approximately $2.6$1.9 million, as reflected in the Summary Compensation Table on page 27,26, was approximately 10.57.7 times that of our median employee in 2018. We2019. In 2018, we created a comprehensive population analysis based on total compensation at December 31, 2018 to determine our median employee. For 2019, we used the same median employee that was identified in 2018 since there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure.
|
29
EXECUTIVE COMPENSATION |
|
Outstanding Equity Awards at Fiscal Year-End*
|
|
| Stock Awards | ||||
Name | Grant Date |
| Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have
(#) |
| Equity Incentive Plan Awards: Market or Payout Value
Shares, Units or Other Rights That Have
($) | ||
Phillip A. Reinsch |
|
|
|
|
| ||
|
|
|
|
|
| ||
|
|
|
|
|
| ||
|
|
|
|
|
| ||
|
|
|
|
|
| ||
|
|
|
|
|
| ||
Lance J. Phillips |
|
|
|
|
| ||
|
|
|
|
|
| ||
1-3-18(c) | 6,541(c) | 58,080(c) | |||||
1-3-18(d) | 13,081(d) | 116,159(d) | |||||
Robert R. Spears, Jr. |
|
|
|
|
| ||
|
|
|
|
|
| ||
|
|
|
|
|
| ||
|
|
|
|
|
| ||
|
|
|
|
|
| ||
|
|
|
|
|
| ||
Roy S. Kim |
|
|
|
|
| ||
|
|
|
|
|
| ||
|
|
|
|
| 185,858(c) | ||
|
|
|
|
| 247,805(d) | ||
|
|
|
|
|
| ||
|
|
|
|
|
| ||
* | Columns for “Option Awards” and non-equity incentive plan “Stock Awards” have been omitted because they were not applicable. |
(b) | Amounts represent |
(d) | Amounts represent shares of restricted stock granted on January 3, 2018 and their related market value, including deferred dividends, calculated using the |
(e) | Amounts represent performance units granted on January 3, 2017 and their market value, including deferred dividends, calculated using the December 31, 2019 closing stock price of $7.92 and related threshold performance levels as set out in each award were achieved. Such units were potentially convertible into shares of our common stock following a three-year performance period ending on December, 31, 2019. Upon any such conversion, NEOs were entitled to receive related deferred dividends as described above. Dividends deferred for each NEO calculated at the threshold return level totaled $50,720 to Mr. Reinsch, $48,608 to Mr. Spears and $31,700 to Mr. Kim as of December 31, 2019. Subsequent to year-end, these units expired. |
(f) | Amounts represent shares of restricted stock granted on January 3, 2017 and their related market value, including deferred dividends, calculated using the December 31, |
|
|
|
|
30
|
|
EXECUTIVE COMPENSATION |
|
Option Exercises and Stock Vested*
|
| Stock Awards | Stock Awards | ||||
Name |
| Number of Shares Acquired on Vesting (#) |
| Value Realized on Vesting ($)(a) | Number of Shares Acquired on Vesting (#) |
| Value Realized on Vesting ($) |
Phillip A. Reinsch |
| – |
| – | 13,937(a) |
| 135,747(a) |
| 11,206(b) |
| 116,878(b) | ||||
Lance J. Phillips |
| – |
| – | – |
| – |
Robert R. Spears, Jr. |
| – |
| – | 17,414(a) |
| 169,612(a) |
| 14,001(b) |
| 146,029(b) | ||||
Roy S. Kim |
| – |
| – | 11,105(a) |
| 108,163(a) |
| 8,928(b) |
| 93,123(b) | ||||
* | Columns for “Option Awards” have been omitted because they were not applicable. |
(a) |
|
(b) | Amounts represent the number of shares of common stock issued upon conversion of performance units |
Nonqualified Deferred Compensation*
Name |
| Executive Contributions in Last FY ($) |
| Registrant Contributions in Last FY ($)(a) |
| Aggregate Earnings in Last FY ($)(b) |
| Aggregate Balance at Last FYE ($)(a)(c) |
| Executive Contributions in Last FY ($) |
| Registrant Contributions in Last FY ($)(a) |
| Aggregate Earnings in Last FY ($)(b) |
| Aggregate Balance at Last FYE ($)(a)(c) |
Phillip A. Reinsch |
| 80,458 |
| 69,908 |
| (309,194) |
| 2,837,515 |
| 80,458 |
| 31,494 |
| 742,147 |
| 3,691,614 |
Lance J. Phillips |
| 24,961 |
| 11,461 |
| (2,457) |
| 33,965 |
| 31,684 |
| 16,500 |
| 8,641 |
| 90,790 |
Robert R. Spears, Jr. |
| 83,239 |
| 66,439 |
| (70,596) |
| 3,508,853 |
| 83,239 |
| 30,000 |
| 495,687 |
| 4,117,780 |
Roy S. Kim |
| 15,938 |
| 15,938 |
| 1,666 |
| 135,740 |
| 21,000 |
| 21,000 |
| 2,775 |
| 180,515 |
* | Column for “Aggregate Withdrawals/Distributions” was omitted because it was not applicable. |
(a) | Amounts included in the “Summary Compensation Table” of this proxy statement, as appropriate. |
(b) | Amounts are not included in the “Summary Compensation Table” of this proxy statement because plan earnings were not preferential or above market. |
(c) | Amounts include all employer contributions made since inception of our deferred compensation plan which were previously reported in the “Summary Compensation Table” in the proxy statements for prior years, as follows: |
Name |
| Registrant Contributions in Last FY ($) |
| Previous Years ($) |
| Total ($) |
| Registrant Contributions in Last FY ($) |
| Previous Years ($) |
| Total ($) |
Phillip A. Reinsch |
| 69,908 |
| 529,616 |
| 599,524 |
| 31,494 |
| 599,524 |
| 631,018 |
Lance J. Phillips |
| 11,461 |
| – |
| 11,461 |
| 16,500 |
| 11,461 |
| 27,961 |
Robert R. Spears, Jr. |
| 66,439 |
| 743,204 |
| 809,643 |
| 30,000 |
| 809,643 |
| 839,643 |
Roy S. Kim |
| 15,938 |
| 40,464 |
| 56,402 |
| 21,000 |
| 56,402 |
| 77,402 |
|
31
EXECUTIVE COMPENSATION |
|
Potential Payments Upon Termination or Change-in-Control
Name |
| Executive Benefits and Payments upon Termination |
| Voluntary or For-Cause Involuntary Termination or Retirement ($) |
| Involuntary Not-for-Cause Termination ($) |
| Termination from Dissolution or Liquidation ($) |
| Death ($) |
| Change-in- Control with Involuntary Not-for-Cause Termination ($) |
| Executive Benefits and Payments upon Termination |
| Voluntary or For-Cause Involuntary Termination or Retirement ($) |
| Involuntary Not-for-Cause Termination ($) |
| Termination from Dissolution or Liquidation ($) |
| Death ($) |
| Change-in- Control with Involuntary Not-for-Cause Termination ($) |
P. Reinsch |
| Severance/change in control/ agreement(a) |
| – |
| 1,250,000 |
| 1,250,000 |
| 1,250,000 |
| 3,110,500 |
| Severance/change in control agreement(a) |
| – |
| 1,250,000 |
| 1,250,000 |
| 1,250,000 |
| 3,044,500 |
|
| Nonqualified deferred compensation(b) |
| 2,837,515 |
| 2,837,515 |
| 2,837,515 |
| 2,837,515 |
| 2,837,515 |
| Nonqualified deferred compensation(b) |
| 3,691,614 |
| 3,691,614 |
| 3,691,614 |
| 3,691,614 |
| 3,691,614 |
|
| Acceleration of nonvested stock awards(c) |
| – |
| – |
| 665,775 |
| 665,775 |
| 665,775 |
| Acceleration of nonvested stock awards(c) |
| – |
| – |
| 1,247,933 |
| 1,247,933 |
| 1,247,933 |
|
| Acceleration of nonvested performance units(d) |
| – |
| – |
| 927,090 |
| 958,699 |
| 1,423,831 |
| Acceleration of nonvested performance units(d) |
| – |
| – |
| 1,720,493 |
| 1,139,040 |
| 1,720,493 |
|
|
|
| 2,837,515 |
| 4,087,515 |
| 5,680,380 |
| 5,711,989 |
| 8,037,621 |
|
|
| 3,691,614 |
| 4,941,614 |
| 7,910,040 |
| 7,328,587 |
| 9,704,540 |
L. Phillips. |
| Severance/change in control/ agreement(a) |
| – |
| 450,000 |
| 450,000 |
| 450,000 |
| 878,500 |
| Severance/change in control agreement(a) |
| – |
| 495,000 |
| 495,000 |
| 495,000 |
| 1,079,500 |
|
| Nonqualified deferred compensation(b) |
| 24,796 |
| 24,796 |
| 24,796 |
| 24,796 |
| 24,796 |
| Nonqualified deferred compensation(b) |
| 74,013 |
| 74,013 |
| 74,013 |
| 74,013 |
| 74,013 |
|
| Acceleration of nonvested stock awards(c) |
| – |
| – |
| 93,660 |
| 93,660 |
| 93,660 |
| Acceleration of nonvested stock awards(c) |
| – |
| – |
| 320,942 |
| 320,942 |
| 320,942 |
|
| Acceleration of nonvested performance units(d) |
| – |
| – |
| 93,660 |
| 31,220 |
| 93,660 |
| Acceleration of nonvested performance units(d) |
| – |
| – |
| 320,942 |
| 145,405 |
| 320,942 |
|
|
|
| 24,796 |
| 474,796 |
| 662,116 |
| 599,676 |
| 1,090,616 |
|
|
| 74,013 |
| 569,013 |
| 1,210,897 |
| 1,035,360 |
| 1,795,397 |
R. Spears, Jr. |
| Severance/change in control/ agreement(a) |
| – |
| 1,200,000 |
| 1,200,000 |
| 1,200,000 |
| 2,998,000 |
| Severance/change in control agreement(a) |
| – |
| 1,200,000 |
| 1,200,000 |
| 1,200,000 |
| 2,932,000 |
|
| Nonqualified deferred compensation(b) |
| 3,508,853 |
| 3,508,853 |
| 3,508,853 |
| 3,508,853 |
| 3,508,853 |
| Nonqualified deferred compensation(b) |
| 4,117,780 |
| 4,117,780 |
| 4,117,780 |
| 4,117,780 |
| 4,117,780 |
|
| Acceleration of nonvested stock awards(c) |
| – |
| – |
| 674,708 |
| 674,708 |
| 674,708 |
| Acceleration of nonvested stock awards(c) |
| – |
| – |
| 1,197,555 |
| 1,197,555 |
| 1,197,555 |
|
| Acceleration of nonvested performance units(d) |
| – |
| – |
| 889,247 |
| 1,063,607 |
| 1,509,882 |
| Acceleration of nonvested performance units(d) |
| – |
| – |
| 1,650,756 |
| 1,092,557 |
| 1,650,756 |
|
|
|
| 3,508,853 |
| 4,708,853 |
| 6,272,808 |
| 6,447,168 |
| 8,691,443 |
|
|
| 4,117,780 |
| 5,317,780 |
| 8,166,091 |
| 7,607,892 |
| 9,898,091 |
R. Kim |
| Severance/change in control/ agreement(a) |
| – |
| 600,000 |
| 600,000 |
| 600,000 |
| 1,498,750 |
| Severance/change in control agreement(a) |
| – |
| 840,000 |
| 840,000 |
| 840,000 |
| 2,050,000 |
|
| Nonqualified deferred compensation(b) |
| 113,180 |
| 113,180 |
| 113,180 |
| 113,180 |
| 113,180 |
| Nonqualified deferred compensation(b) |
| 165,035 |
| 165,035 |
| 165,035 |
| 165,035 |
| 165,035 |
|
| Acceleration of nonvested stock awards(c) |
| – |
| – |
| 442,121 |
| 442,121 |
| 442,121 |
| Acceleration of nonvested stock awards(c) |
| – |
| – |
| 813,101 |
| 813,101 |
| 813,101 |
|
| Acceleration of nonvested performance units(d) |
| – |
| – |
| 586,461 |
| 686,850 |
| 982,243 |
| Acceleration of nonvested performance units(d) |
| – |
| – |
| 1,111,368 |
| 726,766 |
| 1,111,368 |
|
|
|
| 113,180 |
| 713,180 |
| 1,741,762 |
| 1,842,151 |
| 3,036,294 |
|
|
| 165,035 |
| 1,005,035 |
| 2,929,504 |
| 2,544,902 |
| 4,139,504 |
(a) | In February 2018, the board adopted severance/change in control (“CIC”) agreements for our NEOs. Mr. Kim’s agreement was modified in July 2019. Our NEOs will not be entitled to a severance or CIC payment if (i) the executive voluntarily terminates his employment, other than because of a reduction in base salary or officer grade, or an office relocation which requires travel from his primary residence to such new location of an additional 50 or more miles each way; (ii) the executive fails to return to work following an approved leave of absence, or (iii) we terminate the executive for cause. A severance payment is triggered if an NEO is terminated either a) involuntarily without cause or b) voluntarily by the NEO for good reason. “Good Reason” shall include (i) a reduction in the executive’s base salary; (ii) a material diminution in the executive’s duties and job responsibilities; or (iii) a significant relocation of our executive offices. Severance payments are calculated as two times base salary for Messrs. Reinsch, Spears and |
Our NEOs are entitled to CIC payments if their employment during the 24-month period following a CIC is terminated either a) involuntarily without cause or b) voluntarily by the NEO for good reason. Messrs. Reinsch, Spears and SpearsKim are entitled to receive a CIC payment equal to two times annual base salary as of the date of the CIC, a bonus payment equal to two times the annual incentive compensation program targeted payout on that date, DERs payments received for each of the eight quarters preceding the CIC, and six quarters of group medical benefits continuation costs for the executive and any covered dependents. For Messrs. Kim andMr. Phillips, CIC payments are calculated in a similar fashion based on one and one-half times base salary and targeted annual incentive compensation, together with six quarters of DERs payments and medical benefits. For purposes of this table, medical benefits are estimated at $40,000 for each NEO.
(b) | Amount represents the vested account balance of each executive as shown in the “Aggregate Balance at Last FYE” column of the Nonqualified Deferred Compensation table on page |
(c) | Amounts represent the value of nonvested stock awards outstanding as of December 31, |
In the event of a dissolution or liquidation of Capstead or the event of a dissolution or liquidation of Capstead, a CIC or death of the executive, these awards will automatically vest in full, including rights to receive deferred dividends.
In the event of a CIC and the executive’s employment is terminated at any time within 24 months of the CIC without cause or by the individual with good reason, these awards will automatically vest in full, including rights to receive deferred dividends.
(d) | Amounts represent the aggregate value of shares of common stock associated with performance units outstanding as of December 31, |
In the event of a dissolution or liquidation of Capstead, outstanding performance units issued prior to 2017 will expire, while each unit issued beginning in 2017 will convert into one share of common stock and related deferred dividends will be paid.
In the event of a CIC and the executive’s employment is terminated at any time within 24 months of the CIC without cause or by the individual with good reason, each unit will be converted into one share of common stock and related deferred dividends will be paid. In such an event, the conversion date shall be the date of the occurrence of the CIC.
In the event of death prior to the end of a performance period, the units will convert into the same number of shares of common stock with related deferred dividends that would have otherwise been applicable for the performance period multiplied by a fraction, the numerator of which is the number of years during the related performance period in which the executive was alive for any portion of such year and the denominator of which is three. For purposes of this table, it is assumed target performance levels set out in each award are achieved.
In the event of a CIC and the executive’s employment is terminated at any time within 24 months of the CIC without cause or by the individual with good reason, each unit will be converted into one share of common stock and related deferred dividends will be paid. In such an event, the conversion date shall be the date of the occurrence of the CIC.
32
|
|
�� EQUITY COMPENSATION PLANS |
|
The following table summarizes the total number of outstanding securities in each of our equity compensation plans and the number of securities remaining for future
issuance, as well as the weighted-average exercise price of all outstanding equity awardsprovides information, as of December 31, 2018.2019, with respect to our stockholder approved equity compensation plan under which our common stock is
authorized for issuance. As of December 31, 2019, no equity securities were authorized for issuance under equity compensation plans not approved by stockholders.
Plan Category |
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) |
|
| Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($) |
|
| Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) (#) |
| |||
Equity compensation plans approved by stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated 2004 Flexible Long-Term Incentive Plan:(a) |
|
|
|
|
|
|
|
|
|
| – |
|
Stock options |
|
| 15,000 |
|
|
| 11.69 |
|
|
|
|
|
Performance units(b) |
|
| – |
|
| – |
|
|
|
|
| |
Amended and Restated 2014 Flexible Incentive Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
Performance units(b) |
|
| 1,003,716 |
|
| n/a |
|
|
| 3,312,051 |
| |
|
|
| 1,018,716 |
|
|
|
|
|
|
| 3,312,051 |
|
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) (#) | |||||||||
Equity compensation plans approved by stockholders: | ||||||||||||
Amended and Restated 2014 Flexible Long-Term Incentive Plan | 1,077,890(a) | n/a(a) | 2,861,645 | |||||||||
(a) |
|
| Shares reserved are associated with performance units awarded our NEOs. We reserved the maximum number of shares of common stock issuable under the terms of these performance |
|
Our audit committee is governed by a written charter adopted by our board that can be found on our website at www.capstead.com by clicking “Investor Relations”Relations,” “Corporate Governance” and “Committee Charters.” The committee is composed of three independent directors, each of whom has been determined by our board to be audit committee financial experts in addition to being financially literate and independent in accordance with the NYSE Listed
Company Manual and our
Board of Directors’ Guidelines. Neither our charter nor this report shall be deemed to be soliciting material or to be filed with the SEC under the Securities Act of 1933 or the Securities Exchange Act of 1934 or incorporated by reference in any document so filed. The following is the committee’s report regarding the execution of its responsibilities during 2018.2019.
AUDIT COMMITTEE REPORT |
The role of our audit committee is to assist our board in its oversight of the quality and integrity of our accounting, auditing and financial reporting practices and the independence and performance of Ernst & Young LLP, our independent registered public accounting firm. As set forth in our charter, the committee’s job is one of oversight. Our management is responsible for the preparation, presentation and integrity of our consolidated financial statements. Management is also responsible for maintaining appropriate accounting and financial reporting principles and practices and internal controls and procedures designated to assure compliance with accounting standards and applicable laws and regulations. Ernst & Young LLP is responsible for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles, as well as expressing an opinion on our internal control over financial reporting. In addition, Ernst & Young LLP is responsible for reviewing our quarterly financial statements prior to the filing of each quarterly report on Form 10-Q and discussing with us any issues they believe should be raised with the committee.
We met with Ernst & Young LLP to review and discuss the overall scope and plans for the audit of our consolidated financial statements and its internal control over financial reporting for the year ended December 31, 2018.2019. We reviewed and discussed with management and Ernst & Young LLP (both alone and with management present) our audited consolidated financial statements and the overall quality of our financial reporting. We also reviewed the report of management contained in our annual report on Form 10-K for the fiscal year ended December 31, 2018,2019, as well as Ernst & Young LLP’s Report of Independent Registered Public Accounting Firm included therein related to its audit. We also discussed other matters with Ernst & Young LLP and management including financial risk management, cybersecurity and other technology matters, and tax and legal matters.
In addition, we discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (as adopted by the Public Company Accounting Oversight Board in Rule 3200T). Ernst & Young LLP has provided us with the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with us concerning independence. We discussed with Ernst & Young LLP their independence and have concluded they are independent from us.
The members of the committee are not currently professionally engaged in the practice of auditing or accounting and as such, cannot be considered experts in the field of auditing or accounting, including with respect to auditor independence. Members of the committee rely, without independent verification, on the information provided to them and on the representations made by management and Ernst & Young LLP. Accordingly, our activities do not provide an independent basis to determine that management has maintained appropriate internal control and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, our considerations and discussions referred to above do not assure that (i) the audit of our consolidated financial statements has been carried out in accordance with generally accepted auditing standards, (ii) our consolidated financial statements are presented in accordance with generally accepted accounting principles or (iii) Ernst & Young LLP is in fact independent.
Based upon our receipt and review of the various materials and assurances described above and our discussions with management and Ernst & Young LLP, and subject to the limitations on the role and responsibilities of the committee referred to above and in the charter, we recommended to our board that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2018,2019, to be filed with the SEC.
| AUDIT COMMITTEE Gary Keiser, Chairman Jack Bernard Michael G. O’Neil |
|
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
|
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
For purposes of this proxy statement, a “beneficial owner” means any person who, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise has or shares:
| (i) | voting power, which includes the power to vote, or to direct the voting of, our common stock; and/or |
| (ii) | investment power, which includes the power to dispose, or to direct the disposition, of our common stock. |
A person is also deemed the beneficial owner of our common stock if that person has the right to acquire beneficial ownership of our common stock at any time within 60 days of the annual meeting record date.
Security Ownership of Management
Listed in the following table and footnotes is certain information regarding the beneficial ownership of our common stock as of March 22, 2019,18, 2020, by each of our directors and executive officers listed in the Summary Compensation Table and by all of our directors and executive officers as a group. Each beneficial owner has sole voting and investment power with respect to all shares of our common stock that he or she beneficially owns.
Name of Beneficial Owner |
| Number of Shares of our Common Stock Beneficially Owned |
|
|
| Percent of Class |
|
| Number of Shares of our Common Stock Beneficially Owned |
|
|
| Percent of Class |
| ||||||
Jack Bernard |
|
| 81,113 |
| (a) |
|
| * |
|
|
| 89,319 |
| (a) |
|
| * |
| ||
Jack Biegler |
|
| 94,613 |
| (a) | (b) |
| 0.1 |
|
|
| 97,819 |
| (a) |
|
| 0.1 |
| ||
Michelle P. Goolsby |
|
| 48,203 |
| (a) |
|
| * |
|
|
| 56,409 |
| (a) |
|
| * |
| ||
Gary Keiser |
|
| 69,136 |
| (a) |
|
| * |
|
|
| 77,342 |
| (a) |
|
| * |
| ||
Christopher W. Mahowald |
|
| 254,372 |
| (a) | (b) |
|
| 0.3 |
|
|
| 257,578 |
| (a) |
|
|
| 0.3 |
|
Michael G. O’Neil |
|
| 73,217 |
| (a) |
|
| * |
|
|
| 81,423 |
| (a) |
|
| * |
| ||
Mark S. Whiting |
|
| 74,913 |
| (a) | (b) |
| * |
|
|
| 78,119 |
| (a) |
|
| * |
| ||
Roy S. Kim |
|
| 122,547 |
| (c) |
|
| 0.1 |
|
|
| 163,577 |
| (b) |
|
| 0.1 |
| ||
Lance J. Phillips |
|
| 47,489 |
| (c) |
|
|
| * |
|
|
| 80,885 |
| (b) |
|
|
| * |
|
Phillip A. Reinsch |
|
| 344,773 |
| (c) |
|
|
| 0.4 |
|
|
| 404,410 |
| (b) |
|
|
| 0.4 |
|
Robert R. Spears, Jr. |
|
| 528,363 |
| (c) |
|
|
| 0.6 |
|
|
| 578,033 |
| (b) |
|
|
| 0.6 |
|
All of our directors and executive officers as a group (11 persons) |
|
| 1,738,739 |
|
|
|
| 2.0 |
|
|
| 1,964,914 |
|
|
|
| 1.9 |
| ||
* | Denotes less than one-tenth of one percent of our common stock outstanding. |
(a) | Includes |
(b) | Ownership amounts include |
| ||||
|
| |||
|
| |||
|
| |||
|
| |||
|
|
Grant Date |
| Reinsch | Spears | Kim |
| Phillips |
January 3, 2019 |
| 69,341 | 66,568 | 46,597 |
| 24,408 |
January 3, 2018 |
| 43,604 | 41,860 | 27,906 |
| 13,081 |
January 3, 2017 |
| 28,818 | 27,617 | 18,011 |
| – |
|
| 141,763 | 136,045 | 92,514 |
| 37,489 |
Grant Date |
| Reinsch | Spears | Kim |
| Phillips |
January 2, 2020(1) |
| 59,637 | 57,251 | 41,030 |
| 33,396 |
January 3, 2019(1) |
| 69,341 | 66,568 | 46,597 |
| 24,408 |
January 3, 2018(1) |
| 43,604 | 41,860 | 27,906 |
| 13,081 |
|
| 172,582 | 165,679 | 115,533 |
| 70,885 |
(1) | In connection with providing our NEOs with long-term incentives, our compensation committee granted service-based restricted stock awards that vest three years from the date of grant. See the Outstanding Equity Awards at Fiscal Year End table on page 30 for further information. |
In connection with our long-term incentive compensation awards for 2018, on January 3, 2019 our compensation committee granted service-based restricted stock awards to our NEOs that vest three years from the date of grant or January 2, 2022.
In connection with our long-term incentive compensation awards for 2017, on January 3, 2018 our compensation committee granted service-based restricted stock awards to our NEOs that vest three years from the date of grant or January 2, 2021.
In connection with our long-term incentive compensation awards for 2016, on January 3, 2017 our compensation committee granted service-based restricted stock awards to our NEOs that vest three years from the date of grant or January 3, 2020.
|
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS |
Security Ownership of Certain Beneficial Owners
The following table sets forth the ownership of our common stock by the persons known by us to be beneficial owners of more than five percent of our outstanding common stock as of the close of business on March 22, 2019.18, 2020. Information is based on a review of filings made with the SEC on Schedule 13G. The percent of class is based on 96,394,713 shares outstanding as of March 18, 2020.
Name and Address of Beneficial Owner |
| Number of Shares of our Common Stock Beneficially Owned |
| Percent of Class |
| |
BlackRock, Inc 55 East 52nd Street New York, NY 10055 |
|
|
|
|
| % |
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 |
|
|
|
|
| % |
T. Rowe Price Associates, Inc 100 E. Pratt Street Baltimore, MD 21202 | 7,539,907(c) | 7.8 | % | |||
Paradice Investment Mgmt, LLC 257 Fillmore Street, Suite 200 Denver, CO 80206 |
|
|
|
| ||
|
|
|
|
| % | |
(a) |
|
(c) |
|
(d) |
|
Section 16(a) Beneficial Ownership Reporting Compliance
To our knowledge, based solely on review of the copies of such reports furnished to us and written representations that no other reports were required, during the year ended December 31, 2018, all of our directors, executive officers
and beneficial owners of more than ten percent of our outstanding common stock were in compliance with Section 16(a) filing requirements.
|
PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE COMPENSATION
|
PROPOSAL TWO – ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
In the Compensation Discussion and Analysis section of this Proxy Statement we state that our compensation philosophy is to provide “competitive, performance-based compensation programs to attract, motivate and retain employees vital to our long-term financial success and creation of stockholder value.” Accordingly, we emphasize a strong pay-for-performance alignment in the design of our compensation programs by linking key compensation elements directly to our relative and absolute performance. We believe this is reinforced by policies requiring our executive officers to own a meaningful amount of our common stock. Accordingly, a significant portion of compensation paid to our executive officers is in the form of shares of common stock, which together with share ownership requirements, provides a significant alignment of interest with our stockholders.
Section 14A of the Securities Exchange Act of 1934 requires that we submit to our stockholders an advisory (non-binding) resolution to approve the compensation of our executive officers at least once every three years (sometimes referred to as “say-on-pay”). Following the recommendation of our stockholders, our board has chosen to hold this vote every year and accordingly submits the following advisory (non-binding) resolution on executive compensation. This advisory (non-binding) vote allows you to express your opinion regarding the decisions of the compensation committee with respect to executive compensation. Your opinion, although
non-binding, will serve as a tool to guide the committee in continuing to improve the alignment of our executive compensation programs with the interests of our stockholders. At our 20182019 annual meeting of stockholders, almostover 97% of the votes cast supported the compensation paid or awarded to our NEOs in 2017.2018.
The Board unanimously recommends that our stockholders indicate their support of our executive compensation by voting FOR the following non-binding resolution:
RESOLVED, that stockholders approve, on an advisory (non-binding) basis, the compensation of our executive officers in 2018,2019, as such compensation is disclosed pursuant to the compensation rules of the SEC, included in the Compensation Discussion and Analysis of this proxy statement, accompanying compensation tables and the other narrative executive compensation disclosures required by such rules (proposal 2).
Because your vote is advisory in nature, it will not have any effect on compensation already paid or awarded to any of our executive officers and will not be binding on our compensation committee or our board. However, the committee will take into account the outcome of the vote when considering future executive compensation decisions.
|
PROPOSAL THREE – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP |
PROPOSAL THREE – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We are asking our stockholders to ratify our audit committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.2020. Ernst & Young LLP has audited our financial statements since we commenced operations in 1985. Stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, our board is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the committee will reconsider whether or not to retain them. Even if the selection is ratified, the committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines such a change would be in the best interests of our stockholders.
Our audit committee is responsible for appointing, setting compensation, retaining and overseeing the work of our independent registered public accounting firm. The committee pre-approves all audit and non-audit services provided to us by our independent registered public accounting firm. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. The committee has delegated pre-approval authority to its chair to expedite the delivery of services as necessary. Our independent registered public accounting firm and management are required to periodically report to the committee regarding the extent of services provided in accordance with this pre-approval and the fees for the services performed to date. The committee approved all fees paid to Ernst & Young LLP during the past three years with
no reliance on the de minimis exception established by the SEC for approving such services. Services provided by Ernst & Young LLP during 20182019 included the audit of our annual financial statements and our internal control over financial reporting. Services also included the limited review of unaudited quarterly financial information, review and consultation regarding filings with the SEC and the Internal Revenue Service, procedures performed on behalf of our underwriters in connection with public offerings of our common and preferred stock, assistance with management’s evaluation of internal accounting controls, and consultation on financial and tax accounting and reporting matters. The committee has considered all fees provided by Ernst & Young LLP to us and concluded their involvement is compatible with maintaining their independence.
Fees for fiscal years ended December 31, 20182019 and 20172018 were as follows:
|
| Fiscal Year 2018 |
| Fiscal Year 2017 |
| Fiscal Year 2019 |
| Fiscal Year 2018 |
Audit fees |
| $755,000 |
| $727,500 |
| $731,400 |
| $755,000 |
Audit-related fees |
| – |
| – |
| – |
| – |
Tax fees |
| 9,000 |
| 8,900 |
| 2,000 |
| 9,000 |
All other fees |
| – |
| – |
| – |
| – |
|
| $764,000 |
| $736,450 |
| $733,400 |
| $764,000 |
Representatives of Ernst & Young LLP will be present at the annual meeting of stockholders, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.
The board recommends a vote FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019.2020.
|
RELATED PERSON TRANSACTIONS |
We recognize that transactions involving significant relationships between us and our directors, executives or employees can present conflicts of interest and create the appearance that our decisions are based on considerations outside of our best interests and those of our stockholders. Therefore, it is our preference to avoid transactions involving such relationships. Nevertheless, we recognize there are situations where such transactions may be inconsistent with our best interests and those of our stockholders. Therefore, we have implemented certain policies and procedures intended to allow us to assess the propriety of such transactions.
Pursuant to our Board of Directors’ Guidelines, each of our directors must discuss with our governance & nomination committee any significant transaction that may affect his or her independence so that the committee can report any such transaction to our board, which has the authority to reject or ratify the transaction based upon our best interests and those of our stockholders. Also pursuant to our Board of Directors’
Guidelines, if a proposed transaction involves a director potentially diverting a corporate opportunity from us, the director pursuing such transaction must first present the transaction to our CEO who has the authority to determine our best interests and those of our stockholders with respect to such opportunity. In addition, our Code of Business Conduct and Ethics provides that a related person transaction involving an executive officer must be promptly reported to our board, and such transactions involving an employee or non-executive officer must similarly be reported to our CEO. Our Code of Business Conduct and Ethics also provides that our officers and employees must get our CEO’s authorization before they can divert a business opportunity away from us. In each of these situations our board and our CEO have the authority to determine our best interests and those of our stockholders in relation to any such transaction.
For the year ended December 31, 20182019 there were no related person transactions required to be reported pursuant to Item 404(a) of Regulation S-K.
STOCKHOLDER PROPOSALs |
Any stockholder proposal to be presented at our 20202021 annual meeting of stockholders must be received by our stockholder relations department at 8401 North Central Expressway, Suite 800, Dallas, Texas 75225-4404 no later than December 6, 20193, 2020 in order to be included in our proxy statement and form of proxy for such meeting. The proposal must comply with SEC regulations under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, regarding the inclusion of stockholder proposals in company-sponsored proxy materials. As to any proposal a stockholder intends to present to our stockholders other than by inclusion in our proxy statement for the 20202021 annual meeting, the proxies named in management’s proxy for that meeting will be
entitled to exercise their discretionary authority on that proposal unless we receive notice of the matter to be proposed not later than February 19, 2020.16, 2021. Even if proper notice is received on or prior to February 19, 2020,16, 2021, the proxies named in management’s proxy for that meeting may nevertheless exercise their discretionary authority with respect to such matter by advising our stockholders of such proposal and how they intend to exercise their discretion to vote on such matter, unless the stockholder(s) making the proposal solicits proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2) under the Securities Exchange Act of 1934, as amended.
OTHER MATTERS |
Our board does not intend to bring any other business before our annual meeting of stockholders, and our board is not aware of any matters to be brought before the meeting other than those described in this proxy statement. As to any other
business that may properly come before the meeting, our proxies intend to exercise their discretionary authority to vote on those matters.
|
The SEC allows us to “incorporate by reference” information into this proxy statement. That means we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement, except to the extent that the information is superseded by information in this proxy statement.
This proxy statement incorporates by reference the information contained in our Annual Report on Form 10-K for the year ended December 31, 2018.2019. We also incorporate by reference the information contained in all other documents we file with the SEC after the date of this proxy statement and prior to the annual meeting. The information contained in any of these documents will be considered part of this proxy statement from the date these documents are filed.
Any statement contained in this proxy statement or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this proxy statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this proxy statement.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the website maintained by the SEC at www.sec.gov. We make available on our website at www.capstead.com, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, investor presentations and press releases, including any amendments to such documents as soon as reasonably practicable after such materials are electronically filed or furnished to the SEC or otherwise publicly released. We also make available on our website free of charge charters for the committees of our board, our Board of Directors’ Guidelines, our Code of Business Conduct and Ethics, our Financial Code of Professional Conduct and other company information, including amendments to such documents and waivers, if any, to the codes. Hard copies will be furnished upon written request to Capstead Mortgage Corporation, Attention: Stockholder Relations, 8401 North Central Expressway, Suite 800, Dallas, Texas 75225-4404.
You should rely only on the information contained in this proxy statement to vote on the matters presented herein. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated April 5, 2019.2, 2020. You should not assume the information contained in this proxy statement is accurate as of any date other than such date, and neither the mailing of this proxy statement to stockholders nor the approval of the proposals contained herein will create any implication to the contrary.
By order of the board of directors,
Lance J. Phillips
Secretary
April 5, 2019
2, 2020
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ANNUAL MEETING OF STOCKHOLDERS OF CAPSTEAD MORTGAGE CORPORATION Date: Wednesday, May 15, 2019 Time: 1:00 P.M. (Central Daylight Time) Place: 8401 North Central Expressway, Suite 220, Dallas, Texas 75225-4404 See Voting Instruction on Reverse Side. Please make your marks like this: Use dark black pencil or pen only Board of Directors Recommends a VotePROXY TABULATOR FOR proposals 1, 2 and 3. 1: Election of Directors For Against Abstain Directors Recommend 01 John L. (Jack) Bernard 02 Jack Biegler 03 Michelle P. Goolsby 04 Gary Keiser 05 Christopher W. Mahowald 06 Michael G. O'Neil 07 Phillip A. Reinsch 08 Mark S. Whiting For For For For For For For For 2: To approve on an advisory (non-binding) basis our 2018 executive compensation. For Against Abstain For 3: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. For Against Abstain For To attend the meeting and vote your shares in person, please mark this box. Authorized Signatures - This section must be completed for your instructions to be executed. Please Sign Here Please Date Above Please Sign Here Please Date Above Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy. Annual Meeting of Stockholders of Capstead Mortgage Corporation to be held on Wednesday, May 15, 2019 for holders as of March 22, 2019 This proxy is being solicited on behalf of the Board of Directors INTERNET VOTE BY: Call TELEPHONE Go To www.proxypush.com/CMO Cast your vote online. View Meeting Documents. 866-256-1193 Use any touch-tone telephone. Have Your Proxy Card/Voting Instruction Form Ready. Follow the simple recorded instructions. OR MAIL OR Mark, sign and date your Proxy Card/Voting Instruction Form. Detach your Proxy Card/Voting Instruction Form. Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided.Mort gage Corporat ion P.O. BOX 8016 CARY, NC 27512-9903 The undersigned hereby appoints Phillip A. Reinsch and Lance J. Phillips, as proxies, with full power of substitution and revocation, and authorizes each of them to vote all the shares of capital stock of Capstead Mortgage Corporation that the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES IN ITEM 1 and FOR THE PROPOSALS IN ITEMS 2 AND 3. PROXY TABULATOR FOR CAPSTEAD MORTGAGE CORPORATION P.O. BOX 8016 CARY, NC 27512-9903MAIL OR • Mark, sign and date your Proxy Card/Voting Instruction Form. • Detach your Proxy Card/Voting Instruction Form. • Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided. OR Go To www.proxypush.com/CMO • Cast your vote online. • View Meeting Documents. • Use any touch-tone telephone. • Have your Proxy Card/Voting Instruction Form ready. • Follow the simple recorded instructions. 866-256-1193 INTERNET TELEPHONE VOTE BY: Annual Meeting of Stockholders of Capstead Mortgage Corporation to be held on Tuesday, May 12, 2020 for holders as of March 18, 2020 This proxy is being solicited on behalf of the Board of Directors Please separate carefully at the perforation and return just this portion in the envelope provided.
Revocable Proxy — Capstead Mortgage Corporation Annual Meeting of Stockholders May 15, 2019 1:12, 2020 9:00 p.m.a.m. (Central Daylight Time) This Proxy is solicited on behalf of the Board of Directors The undersigned appoints Phillip A. Reinsch and Lance J. Phillips with full power of substitution, to act as proxies for the undersigned, and to vote all shares of common stock of Capstead Mortgage Corporation that the undersigned is entitled to vote at the Annual Meeting of Stockholders on Wednesday,Tuesday, May 15, 201912, 2020 at 1:9:00 p.m.a.m. on the second floor of Capstead’s office tower at 8401 North Central Expressway, Suite 220, Dallas, Texas 75225-4404, and any and all adjournments thereof, as set forth below. This proxy is revocable and will be voted as directed. However, if no instructions are specified, the proxy will be voted FOR the election of the director nominees specified in item 1 and FOR the proposals in items 2 and 3. (CONTINUED AND TO BE SIGNED ON REVERSE SIDE) Please separate carefully at the perforation and return just this portion in the envelope provided.