Marc Bell
About Marc H. Bell
Marc H. Bell (age 57) has served on ARMOUR Residential REIT’s Board since 2009; he previously co-founded ARMOUR and was Co‑Chairman and Chief Strategy Officer (2009–2013). He founded Marc Bell Capital (2000–present), co-founded and chaired Terran Orbital (2014–Oct 2024; CEO Mar 2021–Oct 2024), and earlier chaired/led Globix Corporation and served on EDGAR Online’s board. He holds a B.S. in Accounting (Babson College) and an M.S. in Real Estate Development & Investment (NYU).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARMOUR Residential REIT, Inc. | Director | Nov 2009–present | Long-tenured board member; prior strategic leadership as co-founder and CSO |
| ARMOUR Residential REIT, Inc. (post‑merger from Enterprise) | Co‑Founder, Co‑Chairman, Chief Strategy Officer | Nov 2009–Aug 2013 | Early-stage strategic direction |
| Enterprise Acquisition Corp. (SPAC predecessor to ARMOUR) | Chairman of Board & Treasurer | 2007–Nov 2009 | Led SPAC that merged with ARMOUR |
| JAVELIN Mortgage Investment Corp. (NYSE: JMI) | Director | Jun 2012–Apr 2016 | Mortgage REIT governance experience |
| Globix Corporation | Chairman (1998–2003); CEO (1998–2001); President (founder) | 1998–2003 | Internet infrastructure operations leadership |
| EDGAR Online, Inc. (NASDAQ: EDGR) | Director | 1998–2000 | SEC filings/data infrastructure oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Terran Orbital (NYSE: LLAP; acquired by Lockheed Martin) | Co‑founder & Chairman; CEO | Chairman: Jul 2014–Oct 2024; CEO: Mar 2021–Oct 2024 | Satellite manufacturing leadership through sale |
| Marc Bell Capital, LLC | Managing Partner | Sep 2000–present | Investment firm founder |
| New York University | Board of Trustees | Ongoing | Higher education governance |
| SOS Children’s Village – Florida | Director | Ongoing | Non‑profit oversight |
| Boca Raton Police Foundation | Chairman Emeritus | Ongoing | Civic leadership |
| Broadway productions | Producer | Various | 3 Tony Awards, 2 Drama Desk Awards |
Board Governance
- Independence status: The Board has affirmatively determined independent directors as Mses. Downey, Behar and Messrs. Hain, Hollihan, Paperin; Marc Bell is not listed among independent directors.
- Committee assignments: Audit (Paperin chair; members Paperin, Hollihan, Hain, Behar), Compensation (Hain chair; members Hain, Behar, Paperin), Nominating & Corporate Governance (Behar & Downey co‑chairs; members Hollihan, Behar, Downey). Bell is not listed on any Board committee.
- Attendance: In 2024 the Board met 9 times; committees met 7 (Audit), 2 (Compensation), 1 (Nominating). Each director attended at least 75% of Board and committee meetings on which they served.
- Tenure and leadership: Director since 2009; lead independent director is John P. Hollihan III.
- Governance policies: Majority voting with director resignation policy; stock ownership and retention guidelines; prohibitions on hedging and pledging, with all directors in compliance.
Fixed Compensation (Director)
| Year | Role | Annual Retainer (Cash) | Annual Retainer (Stock/Cash Option) | Committee Fees | Total |
|---|---|---|---|---|---|
| 2024 | Non‑management director | $66,000 | $66,000 (electable in stock or cash) | None (no committee roles) | $132,000 (paid in cash per disclosure) |
Notes:
- Non‑Management Director Compensation & Deferral Program gives directors the option to take retainers in cash, unrestricted stock, or fully‑vested RSUs, with settlement timing/format elections.
- Director stock ownership guideline: minimum basis of $198,000 (3× base cash retainer $66,000); all directors are in compliance.
Performance Compensation (Director Equity Awards)
| Grant | Shares | Grant Context | Vesting Schedule | Status |
|---|---|---|---|---|
| Jan 2020 | 3,600 | Non‑management director grant under Plan | For Bell: vests ratably quarterly over 5 years (fully vested) | Fully vested |
| Jan 2021 | 2,500 | Non‑management director grant under Plan | Vests over 5 years: quarterly tranches through Nov 20, 2025 | Ongoing vesting |
| Feb 2023 | 8,000 | Non‑management director grant under Plan | Vests over 5 years: 400 shares quarterly through Nov 20, 2027 | Ongoing vesting |
| Jan 2021 | 12,650 | Additional grant to Staton and Bell through ACM for services to/through ACM for ARMOUR’s benefit | Vests over 26 quarters: specified quarterly tranches through May 20, 2027 | Ongoing vesting |
Plan mechanics:
- Awards are time‑based; the Plan permits performance‑based awards, but director grants disclosed are time‑vested, not tied to specific performance metrics.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock |
|---|---|---|---|
| Terran Orbital (NYSE: LLAP; sold Oct 2024) | Public | Chairman; CEO | None at ARMOUR post‑sale; prior leadership may indicate aerospace network ties |
| EDGAR Online (NASDAQ: EDGR) | Public | Director (1998–2000) | SEC filings data domain expertise |
| Globix Corporation | Public (historical) | Chairman/CEO | Internet infrastructure ties |
| JAVELIN Mortgage Investment Corp. | Public | Director (2012–2016) | Mortgage REIT peer governance experience |
Compensation Committee interlocks: None disclosed among ARMOUR Compensation Committee members; all are independent and not current/former officers.
Expertise & Qualifications
- Capital markets/REIT experience via JAVELIN and ARMOUR founding roles; internet infrastructure operations; satellite manufacturing leadership at Terran Orbital.
- Education: B.S. Accounting (Babson); M.S. Real Estate Development & Investment (NYU).
- Non‑profit and academic governance: NYU Board of Trustees; SOS Children’s Village – Florida; Boca Raton Police Foundation.
- Recognition: Producer with multiple Tony/Drama Desk Awards.
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Pledged/Hedged | Ownership Guideline Compliance |
|---|---|---|---|---|
| Marc H. Bell | 21,838 | <1% | No pledging/hedging; policy prohibits and all directors in compliance | Directors in compliance with guideline (≥$198,000 basis) |
Source: Securities ownership table as of Mar 7, 2025; total common shares outstanding 79,968,016.
Governance Assessment
- Strengths: Long-tenured director with founding knowledge of ARMOUR and prior REIT governance; deep capital markets and operating experience in tech and aerospace; attendance met Board thresholds in 2024.
- Concerns and potential conflicts (RED FLAGS):
- Not independent per Board’s determination; independence on the Board is 63% overall.
- Ownership interests in ARMOUR’s external manager ACM (collectively with Staton families ~25% of LP interests) and a small interest in SBBC (sub‑manager), creating potential related‑party exposure (management fees and sub‑management fees paid).
- Additional equity grants in 2021 were issued “through ACM for services provided to and through ACM” for ARMOUR’s benefit, which can blur separation between manager and issuer.
- Extensive related‑party arrangements (BUCKLER broker‑dealer venture) require robust independent director oversight; while approvals were obtained by Audit Committee and independent directors, magnitude is material (e.g., ~$4.9B repo with BUCKLER; ~$249M interest in 2024).
- Mitigants: All related‑party transactions reviewed/approved by Audit Committee and independent directors; strict hedging/pledging prohibitions; majority voting with resignation policy; clear committee independence.
Fixed Compensation (Detail)
- Annual non‑management director retainer: $132,000 (electable mix: $66,000 cash + $66,000 stock/cash at director’s option). Bell took $132,000 in cash in 2024; no committee retainers.
- No pension plans for directors; optional deferral into fully‑vested RSUs with specified settlement elections.
Performance Compensation (Metrics and Structure)
- Director equity is time‑based, not explicitly performance‑conditioned; Compensation Committee notes potential future use of performance targets but none disclosed for director awards.
- Vesting schedules detailed above; dividends on restricted stock may be paid and/or deferred per Plan terms.
Related Party Transactions (Conflict Analysis)
- External management by ACM: Gross Equity Raised basis fee (1.5% up to $1B; 0.75% above), net fees paid ~$33.1M in 2024; ACM fee waiver framework in place since 2020 (adjusted in 2023). Bell and Staton family interests in ACM LP and minor SBBC interests.
- Sub‑management: SBBC receives 25% of net management fee; ~$6.2M paid by ACM to SBBC in 2024.
- BUCKLER joint venture: ARMOUR/ACM formed broker‑dealer; ARMOUR had ~$4.9B repo borrowings and ~$5.7B collateral posted at YE 2024; ~$249M interest paid in 2024; equity sales at‑the‑market via BUCKLER generated proceeds ($221.5M in 2024; $182.9M YTD 2025). Approvals by Audit Committee and independent directors.
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~86%; investor outreach targeted ~43% of outstanding shares (institutional) with ongoing dialogues.
Director Compensation Program Governance
- Compensation Committee (independent; Hain chair) oversees director compensation; no interlocks or insider participation; charters and guidelines published.
Final Signals for Investors
- Alignment: Stock ownership guidelines, equity grants vesting over multi‑year periods, and prohibitions on hedging/pledging support alignment.
- Effectiveness risk: Bell’s non‑independent status and significant affiliated manager relationships heighten conflict risk; reliance on independent committees and majority voting policies is critical.
- Attendance/engagement: Minimum attendance thresholds met; long tenure and sector expertise contribute to board continuity.