Robert Hain
About Robert C. Hain
Independent director at ARMOUR Residential REIT (ARR) since 2009; age 71. Former CEO of Invesco UK (Invesco Perpetual) and Invesco Canada, and member of Amvescap Plc’s executive management committee. Educated at the University of Toronto (Innis College) and University of Oxford (Merton College). Recognized by the Board as an “audit committee financial expert,” bringing deep investment management and governance experience to ARR’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco UK (Invesco Perpetual) | Chief Executive Officer | 2002–2004 | Led UK asset manager operations |
| Invesco Canada (AIM Trimark) | Chief Executive Officer | 1998–2002 | Led Canadian mutual fund business |
| Amvescap Plc (now Invesco Ltd.) | Executive Management Committee Member | 1998–2005 | Senior group leadership |
| City Financial Investment Company Ltd. | Director; Chairman; Chief Executive | Director from Jan 2006; CEO Feb 2018–Mar 2019 | Entered administration in Mar 2019 under UK insolvency law (funds transferred to other managers) — governance risk marker |
| Wittering Limited | Director | 2008–2018 | Asset management across multiple geographies |
| CSS Stellar Holdings Inc. | Vice Chairman | 2005–2006 | Corporate governance |
| Dundee Wealth SA (Luxembourg) | Non-Executive Chairman | 2007–2009 | Financial leadership |
| Tailwind Financial Inc. (Canada) | Director | 2006–2009 | Board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White Desert Limited (Antarctica luxury hotelier) | Director | Current | Hospitality oversight |
| Laurier Partners (Nova Scotia) | President | Current | Specialist consulting |
| Sound Diplomacy Holdings Ltd. | Director; Chairman; Chief Executive | 2014–2024 | Led economics consultancies |
| Chika’s Wholefoods Africa Ltd. | Director; Vice Chairman | Prior | Consumer foods governance |
| Minois Limited | Major Shareholder; Chairman | 2017–2023 | UK snack distribution |
| HomeChoice International Plc (Mauritius; JSE-listed) | Director | 2014–2022 | Retail governance |
| JAVELIN Mortgage Investment Corp. (NYSE: JMI; former) | Director | 2012–2016 | mREIT board experience |
Board Governance
- Independence: Board has affirmatively determined Hain is independent under NYSE rules .
- Committee memberships: Audit Committee member; Compensation Committee chair (all Board committees composed entirely of independent directors). Audit Committee chaired by Stewart Paperin; Compensation Committee members are Hain (Chair), Paperin, Behar .
- Financial expertise: Board determined Hain qualifies as an “audit committee financial expert” and possesses financial sophistication .
- Attendance: Board held 9 meetings (Audit 7; Compensation 2; Nominating 1). Each director attended at least 75% of Board and applicable committee meetings in 2024 .
- Lead Independent Director: John P. Hollihan III serves as LID; independent directors hold regular executive sessions without management .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Director Retainer | $132,000 | 50% cash ($66,000) and 50% stock/cash at director’s option; Hain’s 2024 director retainer was paid in cash (no stock shown in retainer column) . |
| Committee Chair – Compensation | $25,000 | Annual cash retainer . |
| Audit Committee Member | $35,000 | Annual cash retainer . |
| Total Committee Fees | $60,000 | Sum of chair + membership . |
| Total 2024 Director Compensation (Hain) | $192,000 | Cash; consistent with retainers and committee roles . |
Additional program features:
- Non-Management Director Compensation & Deferral Program permits election of cash, unrestricted stock, or fully vested RSUs for retainers; settlement elections include lump sum or installments, with change-of-control acceleration of settlement .
- Stock Ownership Guidelines: Directors must beneficially own ARR common stock equal to at least 3× base cash retainer ($198,000 basis); all directors are in compliance .
Performance Compensation
| Equity Grant | Grant Size to Hain | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| January 2020 | 3,600 shares | Vested ratably quarterly over 2 years (fully vested) . | None disclosed; time-based vesting only . |
| January 2021 | 2,500 shares | Vests over 5 years with quarterly and annual tranches through Nov 20, 2025 . | None disclosed; time-based vesting only . |
| February 2023 | 8,000 shares | Vests 400 shares quarterly through Nov 20, 2027 . | None disclosed; time-based vesting only . |
- The compensation plan permits performance-based awards, but director equity grants disclosed are purely time-based; no director performance metrics (e.g., TSR hurdles, ESG targets) are tied to director compensation in 2024 .
- Clawback: SEC-compliant clawback adopted Oct 2023 for incentive compensation; applies to executive officers, not explicitly to directors’ time-based awards .
Other Directorships & Interlocks
| Person | Other Public Company Boards | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Robert C. Hain | HomeChoice International Plc (Mauritius, JSE-listed; prior); JAVELIN Mortgage Investment Corp. (prior) | Not disclosed for external boards | Compensation Committee interlocks: none; members are independent, no related-party transactions requiring disclosure for board/comp committee service in 2024 . |
Expertise & Qualifications
- 25+ years leading and overseeing global asset managers (Invesco UK, Invesco Canada; Amvescap group executive), with investment management and market risk expertise .
- Audit Committee financial expert designation and financial sophistication under SEC/NYSE standards .
- Broad governance experience across UK, Canada, EU, Africa, and consumer sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert C. Hain | 7,053 | ~0.0088% (7,053 / 79,968,016) | Beneficial ownership includes shares acquirable within 60 days; Board-wide policy prohibits hedging/pledging; no director/officer pledges outstanding; all directors in compliance with ownership guidelines . |
Governance Assessment
- Strengths:
- Independence and expertise: Hain is independent, chairs the Compensation Committee, and serves on Audit with “financial expert” designation, supporting board effectiveness in pay oversight and financial risk control .
- Engagement: 2024 attendance threshold met; Board committees exclusively independent; regular executive sessions of independent directors .
- Ownership alignment: Meaningful director ownership policy (3× base cash retainer), with compliance and prohibition on hedging/pledging, promotes alignment and reduces risk of misaligned incentives .
- Pay structure discipline: Director pay is modest and transparent; equity awards are long-vesting, supporting long-term alignment and lowering short-termism .
- Potential Conflicts and RED FLAGS:
- External management model and affiliates: ARR is externally managed by ACM, which is ~70% owned by families of CEO Ulm and former Co-CEO Zimmer and ~25% by directors Staton/Bell; numerous related-party transactions (e.g., BUCKLER broker-dealer JV, at-the-market equity sales via BUCKLER, repurchase financing, sub-management fees) require rigorous independent oversight by Audit and independent directors to avoid conflicts; Compensation Committee evaluates ACM annually, but fee structure and renewals warrant scrutiny .
- City Financial insolvency: Hain’s prior firm, City Financial, entered administration in Mar 2019 while he was CEO/director — a governance risk indicator (context matters, but it’s a historical red flag to monitor) .
- Signals affecting investor confidence:
- Audit Committee monitored cybersecurity risks and policies; Deloitte fees included $900k for special committee internal investigation in Q1 2024, indicating active oversight on sensitive matters .
- Investor engagement: Institutional outreach and clarity on say-on-pay (86% approval in 2024) suggest responsiveness to shareholders, though executive pay is largely driven by ACM under the management agreement, limiting direct Board control .
Overall, Hain’s independence, financial expertise, and chair role on Compensation are positives for governance quality; however, ARR’s heavy related-party footprint through ACM and BUCKLER necessitates continued robust independent director oversight, transparent disclosures, and rigorous committee processes to mitigate conflict risks .