Gordon Harper
About Gordon Harper
Gordon M. Harper is Chief Financial Officer, Controller and Secretary of ARMOUR Residential REIT, Inc. (ARR) since March 11, 2024; he previously served as ARR’s Vice President of Finance and Controller from December 2015 to March 2024 and Treasurer from February 2020 to March 2024. He is 58, a Chartered Professional Accountant (Ontario), holds a B.Comm (Honours) from Queen’s University, and spent 25 years at Deloitte advising banking and insurance clients on GAAP/IFRS, SOX 404, M&A and securities reporting across the U.S., Canada and Europe . During 2024 (a partial year of Harper’s tenure as CFO), ARR reported a Total Shareholder Return “value of $100” of $44.11, Total Economic Return of -2.6%, and net loss of $14,393,939 per the Pay Versus Performance table; ARR’s 2024 say‑on‑pay approval was ~86% (2024 meeting) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ARMOUR Residential REIT, Inc. | CFO, Controller & Secretary | Mar 11, 2024–present | Transitioned to CFO amid leadership changes; responsible for financial reporting, treasury, controls . |
| ARMOUR Residential REIT, Inc. | VP Finance & Controller; Treasurer | Dec 2015–Mar 2024; Treasurer Feb 2020–Mar 2024 | Led finance/controller function; treasury oversight during volatile mortgage REIT cycles . |
| Deloitte | Audit client service partner (banking/insurance) | 25 years (prior to Dec 2015) | Advised on SOX 404, GAAP/IFRS, M&A, due diligence, and cross‑border securities filings . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ARMOUR Capital Management LP (ACM) – ARR’s external manager | Chief Financial Officer | Mar 2024–present | Finance leadership at external manager that determines executive cash comp; interfaces with ARR on management fees . |
| BUCKLER Securities LLC (FINRA broker‑dealer; ARR/ACM JV) | Controller (since 2017); CFO & Secretary; Board member | Controller 2017–present; CFO/Secretary and director since Mar 2024 | Supports ARR’s repo financing platform; material related‑party counterparty for ARR funding and ATM equity sales . |
Fixed Compensation
ARR is externally managed and does not pay cash salaries or bonuses to named executive officers (NEOs); cash compensation is paid by ACM and not reimbursed by ARR, and individual salaries/bonuses (including Harper’s) are set by ACM and not disclosed by ARR . In 2024, ARR disclosed that NEOs, in aggregate, received salaries of $1,026,750 and cash bonuses of $700,000 from ACM; ARR paid ACM net management fees of ~$33.1 million and reimbursable expenses of ~$1.0 million .
| Item | 2024 Value |
|---|---|
| Cash salary paid by ARR to Harper | $0 (ARR does not pay executive cash comp) . |
| Cash salary and bonus (paid by ACM) | Not disclosed individually (NEO aggregate salaries $1,026,750; aggregate bonuses $700,000) . |
| ARR management fees to ACM (net of waiver) | ~$33.1 million . |
Performance Compensation
ARR uses time‑based RSUs; it does not grant stock options/SARs to NEOs. Harper’s equity is from 2020, 2021, and 2023 time‑based grants plus 2024 reallocations of forfeited shares; no 2024 performance‑year awards were made beyond reallocations .
| Equity award cohort (Harper) | Shares | Vesting cadence | Start | End | Status at 12/31/2024 |
|---|---|---|---|---|---|
| 2020 grant | 6,000 | 300 shares quarterly (Feb/May/Aug/Nov) | Feb 20, 2020 | Nov 20, 2024 | Fully vested . |
| 2021 grant | 2,000 | 80 shares quarterly (Feb/May/Aug/Nov) | Feb 20, 2021 | Feb 20, 2027 | Continuing; forms part of 15,600 unvested total . |
| 2023 grant | 16,800 | 600 shares quarterly (Feb/May/Aug/Nov) | Feb 20, 2023 | Nov 20, 2029 | Continuing; forms part of 15,600 unvested total . |
| 2024 reallocation (from 2020 forfeitures) | 2,400 | Equal installments on May 20, Aug 20, Nov 20, 2024 | May 20, 2024 | Nov 20, 2024 | Fully vested in 2024 . |
| 2024 reallocation (from 2021 forfeitures) | 3,840 | 320 shares quarterly (May/Aug/Nov/Feb) | May 20, 2024 | Feb 20, 2027 | Continuing; forms part of 15,600 unvested total . |
| 2024 Plan‑based awards (reallocated) | Date | Shares | Weighted avg grant date fair value |
|---|---|---|---|
| Reallocated 2020 cohort (from Mountain/Gruber) | May 15, 2024 | 2,400 | $205,403 . |
| Reallocated 2021 cohort (from Mountain/Gruber) | May 15, 2024 | 3,840 | $212,736 . |
| Stock awards reported in SCT (Harper) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fair value of stock awards at grant (ASC 718) | $0 | $498,120 | $418,139 |
| Stock vested in 2024 (Harper) | Shares vested | Value realized |
|---|---|---|
| 2024 vesting totals | 7,280 | $139,909 . |
Performance metric link to pay: ARR discloses the Compensation Committee qualitatively considers economic return, TSR, equity growth vs peers, CEO open‑market purchases vs peers, preferred stock strategy, and expense ratio vs peers; no formulaic weights/targets/payout curves are disclosed for NEO equity (awards are time‑based) .
Equity Ownership & Alignment
| Ownership detail | Value |
|---|---|
| Beneficial ownership (Harper) as of Mar 7, 2025 | 16,085 shares . |
| Shares outstanding as of Mar 7, 2025 | 79,968,016 . |
| Ownership as % of shares outstanding | ~0.02% (16,085 ÷ 79,968,016) . |
| Unvested RSUs at Dec 31, 2024 | 15,600 RSUs . |
| Market value of unvested RSUs at Dec 31, 2024 | $294,216 (at $18.86/Share) . |
| 2024 stock vested (Harper) | 7,280 shares; $139,909 realized value . |
| Stock ownership guideline (CFO) | $1,000,000 target ownership value; shares received as compensation must be retained until target is met . |
| Hedging/pledging | Prohibited; no pledges by officers/directors as of proxy date . |
| Say‑on‑pay support (2024 vote) | ~86% approval of executive compensation . |
| Directors & officers collective stake | ~0.36% of common shares outstanding as of Dec 31, 2024 . |
Stock ownership guidelines apply to executive officers and directors; ARR discloses director compliance but does not explicitly state executive compliance status as of the proxy date .
Employment Terms
ARR’s executives are employees of ACM; ARR has no employment agreements with executives, and the Management Agreement governs the relationship with ACM. The Management Agreement runs through December 31, 2029 with automatic five‑year renewals; termination without Cause during the current term would trigger a termination fee equal to 4× the prior 12 months’ base management fee . Clawback policy (SEC‑compliant) adopted in October 2023; insider trading policy in place; hedging/pledging prohibited .
Change‑in‑control and termination impacts on equity (Plan terms):
- Upon a Change in Control, the Compensation Committee may accelerate, terminate for cash, or assume/convert outstanding awards; 2021 and 2023 grants immediately vest, and 2020 grants may immediately vest at the Committee’s discretion .
- If ARR terminates the Management Agreement without Cause, all outstanding stock awards immediately vest .
| Trigger | Treatment under Plan | Estimated value for Harper at 12/31/2024 |
|---|---|---|
| Change in Control | 2021/2023 grants immediately vest; 2020 grants may vest; Committee can accelerate/terminate/cash‑out/assume | $294,216 (value of all unvested RSUs at $18.86) . |
| Termination of Management Agreement by ARR without Cause | All outstanding stock awards immediately vest | $294,216 . |
Performance & Track Record (ARR context during Harper’s CFO crossover period)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (value of $100) | $66.74 | $67.53 | $46.06 | $38.98 | $44.11 |
| Peer Group TSR (value of $100) | $95.01 | $97.01 | $77.24 | $82.76 | $90.64 |
| Net Income (Loss) | $(215,111,531) | $15,362,714 | $(229,930,299) | $(67,923,938) | $(14,393,939) |
| Total Economic Return | (35.1)% | (6.4)% | (32.4)% | (4.7)% | (2.6)% |
Related‑Party Structures and Incentive Implications
- External management: ACM provides executives and services; ACM’s fee is based on “Gross Equity Raised” (1.5% up to $1B; 0.75% above), net management fees of ~$33.1 million in 2024 (after a standing waiver); ARR cannot terminate during current term except for Cause; termination without Cause triggers a 4× fee termination payment .
- Sub‑management: SBBC earns 25% of net ACM fees under a sub‑management agreement .
- BUCKLER broker‑dealer JV: ARR used BUCKLER for ~$4.9 billion of repo financing at 12/31/2024 (with ~$5.7 billion collateral posted) and paid ~$249 million of interest to BUCKLER in 2024; BUCKLER also served as ATM sales agent for 11.37 million common shares sold in 2024 (net proceeds ~$221.5 million) and 9.78 million shares sold YTD through Mar 18, 2025 (net ~$182.9 million) .
These related‑party flows are overseen and approved as related‑party transactions by the Audit Committee/independent directors, but they can shape incentives (e.g., equity issuance, financing mix) and are relevant to executive alignment; Harper serves as BUCKLER CFO/Secretary and as a BUCKLER board member, increasing his exposure to the financing platform that ARR relies on .
Compensation Structure Notes (governance features)
- Stock ownership targets: CEO $2,000,000; CFO $1,000,000; Co‑CIOs $750,000; retain net shares until target met .
- Clawback policy (SEC/NYSE compliant) adopted October 2023; applies to incentive comp over prior three fiscal years in event of restatement .
- Hedging and pledging are prohibited; no pledged shares by officers/directors as of proxy date .
- Equity burn/dilution: no new executive grants in 2024 (other than reallocation to Harper); realized dilution rate 0.11% in 2024; outstanding unvested awards under the Plan were 170,020 shares; 228,625 shares remained available .
Investment Implications
- Cash comp opacity and external management: Because ACM sets and pays executive salaries/bonuses, investors have limited visibility into Harper’s cash incentives; this reduces direct pay‑for‑performance transparency but concentrates alignment in time‑based equity and ownership policies .
- Near‑term vesting supply vs retention: Harper fully vested 2,400 reallocated 2020‑vintage shares in 2024 and continues to vest 3,840 reallocated 2021‑vintage shares at 320 per quarter through Feb 2027, plus 80 per quarter from his 2021 grant and 600 per quarter from his 2023 grant through Nov 2029—creating steady, modest supply but also multi‑year retention hooks .
- Ownership alignment with safeguards: CFO ownership guidelines ($1,000,000 target) and mandatory share retention until guideline achievement, plus hedging/pledging prohibitions and clawback policy, support alignment; however, executive compliance status with ownership guidelines is not disclosed, and Harper’s disclosed beneficial holdings are small relative to shares outstanding (~0.02%) .
- Related‑party financing/issuance exposure: Harper’s concurrent roles at ACM/BUCKLER and ARR’s significant use of BUCKLER for repo and ATM sales create potential conflicts (counterbalanced by independent director/Audit Committee approvals). These structures can affect funding costs, equity issuance cadence, and thus TSR/Total Economic Return—key metrics the Compensation Committee cites in linking pay and outcomes .
- Change‑in‑control sensitivity: All of Harper’s unvested equity could accelerate upon a change in control or termination of the Management Agreement without Cause (estimated $294,216 at 12/31/2024), creating event‑driven realizable comp but without cash severance multiples typically seen in internal employment agreements .
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