Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses ORC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named ORC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Robert Cauley | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
| Chairman, President and Chief Executive Officer | ||||||||
| George Haas | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Chief Financial Officer and Chief Investment Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Robert Cauley | $0 | $220,000 | $615,621 | −220,000 |
| George Haas | 0 | 205,000 | 469,143 | −205,000 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Ava L. Parker | Director | 2026-04-30 | A | 1,877 | $7 | $13,195 | Derivative, Class A Common | Form 4 ↗ |
| Ava L. Parker | Director | 2026-05-29 | A | 1,660 | 7 | 11,537 | Derivative, Class A Common | Form 4 ↗ |
| G. Hunter Haas IV | Director | 2026-06-26 | A | 3,031 | 0 | 0 | Common | Form 4 ↗ |
| G. Hunter Haas IV | Director | 2026-06-26 | D | 1,193 | 7 | 8,184 | Common | Form 4 ↗ |
| G. Hunter Haas IV | Director | 2026-06-26 | D | 3,031.72 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Robert E. Cauley | Director | 2026-06-26 | D | 3,694.18 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Robert E. Cauley | Director | 2026-06-26 | A | 3,694 | 0 | 0 | Common | Form 4 ↗ |
| Ava L. Parker | Director | 2026-06-30 | A | 3,586 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Ava L. Parker | Director | 2026-06-30 | A | 1,679 | 7 | 11,703 | Derivative, Class A Common | Form 4 ↗ |
| W Coleman Bitting | Director | 2026-07-01 | A | 3,586 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Paula Morabito | Director | 2026-07-01 | A | 3,586 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Frank P. Filipps | Director | 2026-07-01 | A | 3,586 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| George Haas | PSU | 7,134 | — | $51,365 |
| Robert Cauley | PSU | 7,657 | — | 55,128 |
| Robert Cauley | PSU | 4,836 | — | 34,820 |
| George Haas | PSU | 3,685 | — | 26,535 |
We seek superior risk-adjusted returns for our stockholders relative to other returns available to fixed income and equity investors. We are willing to accept lesser returns in order to mitigate the volatility and possible loss of stockholders equity.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | True |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-09 | 61,130,974 | 6,179,179 | 1,374,568 | 90.82% | Passed |
| 2025 | 2025-06-10 | 30,927,678 | 2,997,457 | 898,354 | 91.16% | Passed |
| 2024 | 2024-06-11 | 11,943,529 | 2,278,519 | 518,861 | 83.98% | Passed |
| 2023 | 2023-06-14 | 10,828,777 | 1,501,445 | 414,834 | 87.82% | Passed |
| 2022 | 2022-06-14 | 35,936,672 | 7,605,215 | 2,247,050 | 82.53% | Passed |
| 2021 | 2021-06-15 | 35,319,332 | 2,716,395 | 995,108 | 92.86% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-09 | 90.82%a |
| 2025 | 2025-06-10 | 91.16%b |
| 2024 | 2024-06-11 | 83.98%c |
a. Approved under the standard stated in the filing — “For purposes of the vote on Proposal 3, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.”.
b. Approved under the standard stated in the filing — “For purposes of the vote on Proposal 3, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.”.
c. Approved under the standard stated in the filing — “For purposes of the vote on Proposal 3, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Frank P. FilippsIndependent · Lead Independent Director · Audit · Compensation · Nominating and Corporate Governance | $140,000 | $100,000 | $0 | $0 | $0 | $240,000 |
| Paula MorabitoIndependent · Audit (Chair) · Nominating and Corporate Governance | 125,000 | 100,000 | 0 | 0 | 0 | 225,000 |
| Ava L. ParkerIndependent · Compensation · Nominating and Corporate Governance (Chair) | 115,000 | 100,000 | 0 | 0 | 0 | 215,000 |
| W Coleman BittingIndependent · Audit · Compensation (Chair) | 115,000 | 100,000 | 0 | 0 | 0 | 215,000 |
| George H. Haas, IVEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Robert E. CauleyEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $18,750 |
|---|---|
| Annual equity retainer | $100,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 17,500 / 10,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $495,000 |
| Equity awards (grant-date value) | $400,000 |
| All other compensation | $0 |
| Total cost of the board | $895,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Orchid Island Capital names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Orchid Island Capital.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Annaly Capital Management, Inc. | 2025 | David Finkelstein | $1,000,000 | $9,483,629 | $0 | $0 | $19,270,629 |
| 2 | AGNC Investment Corp. | 2025 | Peter Federico | 900,000 | 5,750,000 | 0 | — | 14,208,500 |
| 3 | Dynex Capital, Inc. | 2025 | Byron Boston | 900,000 | 3,122,248 | 0 | 3,192,480 | 7,771,011 |
| 4 | Cherry Hill Mortgage Investment Corporation | 2025 | Jeffrey Lown | 1,235,000 | 0 | 0 | 0 | 1,235,000 |
| 5 | ARMOUR Residential REIT, Inc. | 2025 | Scott Ulm | 0 | 0 | 0 | 0 | 0 |
| 6 | Orchid Island Capital | 2025 | Robert Cauley | 0 | 0 | 0 | 0 | 0 |
| — | Invesco Mortgage Capital Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Orchid Island Capital | not disclosed | Other 50 · LTIP Units 50 | No | not disclosed |
| AGNC Investment Corp. | not disclosed | PSU 67 · RSU 33 | No | FW Cook |
| Annaly Capital Management, Inc. | 142% | PSU 60 · RSU 40 | No | Semler Brossy |
| ARMOUR Residential REIT, Inc. | not disclosed | RSU 100 | not disclosed | not disclosed |
| Cherry Hill Mortgage Investment Corporation | not disclosed | not disclosed | not disclosed | Ferguson Partners Consulting |
| Dynex Capital, Inc. | 355% | PSU 60 · RSU 40 | No | FPC |
| Invesco Mortgage Capital Inc. | not disclosed | Other 100 | not disclosed | Ferguson Partners Consulting L.P. |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Robert Cauley | DEF 14A | 2026-04-27 | 0001437749-26-013358 | Section “Summary Compensation Table” · page 38. As printed: 0. Filing ↗ |
| 2 | Section 01, George Haas | DEF 14A | 2026-04-27 | 0001437749-26-013358 | Section “Summary Compensation Table” · page 38. As printed: 0. Filing ↗ |
| 3 | Section 07, pay ratio | DEF 14A | 2026-04-27 | 0001437749-26-013358 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 4 | Section 08, Frank P. Filipps | DEF 14A | 2026-04-27 | 0001437749-26-013358 | Section “Director Compensation”. As printed: 240,000. Filing ↗machine: t61 · r5 · c11 · span 316508–316515 |
| 5 | Section 08, Paula Morabito | DEF 14A | 2026-04-27 | 0001437749-26-013358 | Section “Director Compensation”. As printed: 225,000. Filing ↗machine: t61 · r7 · c11 · span 319798–319805 |
| 6 | Section 08, Ava L. Parker | DEF 14A | 2026-04-27 | 0001437749-26-013358 | Section “Director Compensation”. As printed: 215,000. Filing ↗machine: t61 · r6 · c11 · span 318182–318189 |
| 7 | Section 08, W Coleman Bitting | DEF 14A | 2026-04-27 | 0001437749-26-013358 | Section “Director Compensation”. As printed: 215,000. Filing ↗machine: t61 · r4 · c11 · span 314890–314897 |
| 8 | Section 08, George H. Haas, IV | DEF 14A | 2026-04-27 | 0001437749-26-013358 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 9 | Section 08, Robert E. Cauley | DEF 14A | 2026-04-27 | 0001437749-26-013358 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 02, Ava L. Parker 2026-04-30 | Form 4 | 2026-05-05 | 0001437749-26-014980 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 11 | Section 02, Ava L. Parker 2026-05-29 | Form 4 | 2026-06-01 | 0001437749-26-019080 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 12 | Section 02, G. Hunter Haas IV 2026-06-26 | Form 4 | 2026-06-29 | 0001437749-26-021993 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 13 | Section 02, G. Hunter Haas IV 2026-06-26 | Form 4 | 2026-06-29 | 0001437749-26-021993 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 14 | Section 02, G. Hunter Haas IV 2026-06-26 | Form 4 | 2026-06-29 | 0001437749-26-021993 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 02, Robert E. Cauley 2026-06-26 | Form 4 | 2026-06-29 | 0001437749-26-021995 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 02, Robert E. Cauley 2026-06-26 | Form 4 | 2026-06-29 | 0001437749-26-021995 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Ava L. Parker 2026-06-30 | Form 4 | 2026-07-01 | 0001437749-26-022376 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Ava L. Parker 2026-06-30 | Form 4 | 2026-07-01 | 0001437749-26-022376 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, W Coleman Bitting 2026-07-01 | Form 4 | 2026-07-01 | 0001437749-26-022372 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Paula Morabito 2026-07-01 | Form 4 | 2026-07-01 | 0001437749-26-022374 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Frank P. Filipps 2026-07-01 | Form 4 | 2026-07-01 | 0001437749-26-022379 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 06, 2026 vote | Form 8-K | 2026-06-10 | 0001437749-26-020089 | Item 5.07 · say-on-pay result. As reported: 90.82% (votes for as printed: 61,130,974). Filing ↗ |
| 23 | Section 06, 2025 vote | Form 8-K | 2025-06-10 | 0001437749-25-019981 | Item 5.07 · say-on-pay result. As reported: 91.16% (votes for as printed: 30,927,678). Filing ↗ |
| 24 | Section 06, 2024 vote | Form 8-K | 2024-06-11 | 0001437749-24-019950 | Item 5.07 · say-on-pay result. As reported: 83.98% (votes for as printed: 11,943,529). Filing ↗ |
| 25 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 26 | Section 09b board cost (computed) | Computed | — | computed | Cash 495,000 + equity 400,000 + all other 0 = 895,000, summed across the director compensation table rows.machine: formula: Σ = 895,000 |
| 27 | Annaly Capital Management, Inc., Section 10b CEO total | DEF 14A | 2026-04-30 | 0001104659-26-052954 | CEO total compensation as printed in Annaly Capital Management, Inc.'s own proxy. As printed: 19,270,629. Filing ↗machine: t91 · r1 · c36 · span 1399922–1399932 |
| 28 | AGNC Investment Corp., Section 10b CEO total | DEF 14A | 2026-03-06 | 0001423689-26-000058 | CEO total compensation as printed in AGNC Investment Corp.'s own proxy. As printed: 14,208,500. Filing ↗machine: r2 · c18 · span 710764–710774 |
| 29 | Dynex Capital, Inc., Section 10b CEO total | DEF 14A | 2026-04-07 | 0001104659-26-040189 | CEO total compensation as printed in Dynex Capital, Inc.'s own proxy. As printed: 7,771,011. Filing ↗machine: t104 · r2 · c19 · span 1099489–1099498 |
| 30 | Cherry Hill Mortgage Investment Corporation, Section 10b CEO total | DEF 14A | 2026-04-21 | 0001140361-26-015895 | CEO total compensation as printed in Cherry Hill Mortgage Investment Corporation's own proxy. As printed: 1,235,000. Filing ↗machine: t97 · r2 · c6 · span 479823–479832 |
| 31 | ARMOUR Residential REIT, Inc., Section 10b CEO total | DEF 14A | 2026-03-19 | 0001428205-26-000040 | CEO total compensation as printed in ARMOUR Residential REIT, Inc.'s own proxy. As printed: 0. Filing ↗ |
| 32 | Orchid Island Capital (subject), Section 10b CEO total | DEF 14A | 2026-04-27 | 0001437749-26-013358 | CEO total compensation as printed in Orchid Island Capital's own proxy. As printed: 0. Filing ↗ |
| 33 | Section 10a, Dynex Capital, Inc. reciprocity | DEF 14A | — | 0001104659-26-040189 | Dynex Capital, Inc.'s most recent proxy was read; its disclosed peer group does not include Orchid Island Capital. Filing ↗ |
| 34 | Section 10a, AGNC Investment Corp. reciprocity | DEF 14A | — | 0001423689-26-000058 | AGNC Investment Corp. names Orchid Island Capital in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 35 | Section 10a, Annaly Capital Management, Inc. reciprocity | DEF 14A | — | 0001104659-26-052954 | Annaly Capital Management, Inc.'s most recent proxy was read; its disclosed peer group does not include Orchid Island Capital. Filing ↗ |
| 36 | Section 10a, ARMOUR Residential REIT, Inc. reciprocity | DEF 14A | — | 0001428205-26-000040 | ARMOUR Residential REIT, Inc. names Orchid Island Capital in its own disclosed peer group (read from its most recent proxy). Filing ↗ |