Daniel Staton
About Daniel C. Staton
Daniel C. Staton, age 72, has served on ARMOUR Residential REIT’s board since 2009 and is currently Non‑Executive Chairman. He holds a B.S. in Specialized Business from Ohio University, a B.S. in Business (Management) from California Coast University, and majored in Finance at the University of Missouri. His background spans private equity, venture investing, and public company board leadership, and he is credited with significant corporate governance experience at ARMOUR. He is not classified as an independent director under NYSE rules; ARMOUR identifies only five other directors as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Storage Realty Trust | Chairman of the Board; led merger with Public Storage | 1997–1999 | Led strategic combination with PSA; subsequent PSA board service through 2020 |
| Public Storage (NYSE: PSA) | Director | 1999–12/31/2020 | Long-tenured REIT board experience |
| JAVELIN Mortgage Investment Corp. (NYSE: JMI) | Non‑Executive Chairman | 06/2012–04/2016 | Oversight of externally‑managed mortgage REIT |
| Terran Orbital (NYSE: LLAP) | Vice Chairman and Director | 07/2014–10/2024 | Board role until acquisition by Lockheed Martin in Oct 2024 |
| Shurgard Self Storage Ltd. (Belgium) | Director | 10/2018–12/2023 | Public European self‑storage board role |
| The Walnut Group | President | 1997–2007 | Initial investor/Director at Build‑A‑Bear; investor in Deal$; Director at Skylight Financial |
| Duke Associates / Duke Realty (NYSE: DRE) | General Manager & Partner; then COO & Director | 1981–1997 | Helped take Duke Associates public; senior operations leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Staton Capital LLC (private equity) | Managing Director | Since 02/2003 | Ongoing private equity leadership |
| ACM (ARMOUR Capital Management LP) | Minority limited partner interest | Since 01/2015 | Families of Messrs. Staton and Bell collectively own ~25% of ACM LP interests (Zimmer/Ulm families ~70%) |
Board Governance
- Independence: The board has determined Mses. Behar, Downey and Messrs. Hain, Hollihan, Paperin are independent; Mr. Staton is not listed as independent.
- Roles: Non‑Executive Chairman (additional annual retainer $35,000 in 2024). No committee chair roles; committees are composed exclusively of independent directors.
- Attendance: In 2024, the Board met 9 times; each director attended ≥75% of Board and committee meetings.
- Lead Independent Director: John P. Hollihan III (charter outlines responsibilities including executive sessions).
Fixed Compensation
| Year | Annual Director Retainer (Cash) | Annual Director Retainer (Stock) | Committee/Chair Cash | Total |
|---|---|---|---|---|
| 2022 | $167,000 | — | Included in “Directors Retainer Earned or Paid in Cash” | $167,000 |
| 2023 | $167,000 | — | Included in “Directors Retainer Earned or Paid in Cash” | $167,000 (cash) + see stock awards below |
| 2024 | $167,000 | — | Non‑Executive Chairman $35,000; standard $66,000 cash portion of annual retainer; optional second $66,000 elected in cash | $167,000 |
- Non‑management directors receive an annual retainer of $132,000 (50% cash; 50% stock/cash at director’s option). Committee retainers include: Audit Chair $35,000; Audit Member $35,000; Compensation Chair $25,000; Nominating Co‑Chairs (prorated in 2024). Mr. Staton’s incremental role was Non‑Executive Chairman ($35,000).
Performance Compensation
| Grant/Item | Grant Date | Type | Amount/Value | Vesting Schedule |
|---|---|---|---|---|
| Director stock award | Jan 2020 | Stock | 3,600 shares | Staton/Bell: vested ratably quarterly over 5 years; now fully vested |
| Director stock award | Jan 2021 | Stock | 2,500 shares | Vests over 5 years: 120 shares quarterly (Feb/May/Aug), 140 shares each Nov through Nov 20, 2025 |
| Annual director equity (award) | 2023 | ASC 718 grant‑date fair value | $237,200 | Grant‑date fair value disclosed; unvested balances disclosed for cohort |
- Directors may elect to receive cash retainers in stock or fully‑vested RSUs; DSUs can be deferred to separation/specified dates and settled in stock, with lump‑sum settlement on death/disability or change of control.
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| ACM (external manager to ARR) | Private LP | Minority LP interest (families of Staton/Bell ~25%) | Related‑party exposure; ACM manages ARR under Management Agreement |
| BUCKLER Securities LLC | Broker‑dealer JV | Governance oversight by independent directors; ACM majority owner | ARR had ~$4.9B repo with BUCKLER and ~$249M interest in 2024; ARR provides subordinated loan commitment up to $250M (effective Feb 2025) |
Expertise & Qualifications
- Deep board and governance experience across REITs and aerospace; private equity and venture capital sourcing; long‑tenured capital markets exposure.
- Financial oversight experience via prior REIT and public company boards.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Daniel C. Staton | 26,260 | <1% | Held by DM Staton Family Limited Partnership; Mr. Staton is GP and LP; deemed to beneficially own with pecuniary interest. Outstanding shares at 3/7/2025: 79,968,016. |
| Pledging/Hedging | — | — | Hedging and pledging prohibited; no securities of officers/directors are pledged; all directors in compliance with stock ownership targets (≥3× $66,000 = $198,000 basis). |
Governance Assessment
- Independence and conflicts: Mr. Staton is Non‑Executive Chairman but not independent; families of Staton/Bell collectively own ~25% LP interests in ACM, ARR’s external manager—this is a potential conflict vector given ACM’s fees and control over executive compensation and operations. Mitigants include independent committee oversight (Audit reviews related‑party transactions) and a majority‑independent board.
- External manager economics: Base management fees tied to “Gross Equity Raised”; termination without cause triggers a fee equal to 4× the prior 12 months’ base management fee, which can entrench the external management construct and reduce flexibility. ARR paid ~$33.1M net management fees in 2024 (after waivers).
- BUCKLER related‑party financing: Large-scale related‑party repo and subordinated capital commitments ($4.9B repo; ~$249M interest; subordinated commitment up to $250M) create counterparty concentration risk despite oversight provisions by independent directors.
- Attendance and engagement: Board met 9 times in 2024 and all directors achieved ≥75% attendance; independent directors hold executive sessions under the Lead Independent Director charter—positive for oversight quality.
- Compensation alignment: Director pay structure mixes cash and equity; Mr. Staton took 2024 compensation entirely in cash; 2023 included substantial director stock awards ($237,200 fair value) supporting alignment. Ownership guidelines and prohibition on pledging/hedging further improve alignment.
- RED FLAGS: External manager ownership interests (ACM) by Mr. Staton’s family; significant related‑party transactions (BUCKLER repo and subordinated loan); special committee internal investigation expenses in Q1 2024 ($900,000) signal prior governance stress—monitor disclosures for scope and conclusions.
Implication: While board processes and independent committee structures are present, Mr. Staton’s ACM ownership and the breadth of related‑party arrangements warrant elevated scrutiny from investors on fee structures, transaction terms, and independent director oversight effectiveness.