Scott Ulm
About Scott Ulm
Scott J. Ulm is Chief Executive Officer (since March 2024) and Vice Chairman of ARMOUR Residential REIT, Inc. (ARR), and has served as a director since 2009; age 66. He previously served as Co-CEO, Co-Vice Chairman and Head of Risk Management (2009–March 2024) and Chief Investment Officer until March 2018; education includes B.A. summa cum laude (Amherst), MBA (Yale SOM) and J.D. (Yale Law) . Performance context: Pay-versus-performance disclosures show Total Shareholder Return value of a fixed $100 investment of $66.74 (2020), $67.53 (2021), $46.06 (2022), $38.98 (2023), $44.11 (2024) and Total Economic Return of -35.1% (2020), -6.4% (2021), -32.4% (2022), -4.7% (2023), -2.6% (2024); ARR reported net losses in 2020–2024 per table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Credit Suisse | Global Head of Asset-Backed Securities; Head of U.S. & European DCM; Global Co-Head of CDOs; member of Fixed Income and European IB Operating Committees | 1986–2005 | Led structured finance and debt markets; deep MBS/ABS risk expertise |
| Litchfield Capital Holdings | Chief Executive Officer | 2005–2009 | Led principal investing platform |
| ARMOUR Capital Management LP (ACM) / ARMOUR Residential Management, LLC (ARRM) | Managing member/general partner; Co-Managing Member (ARRM predecessor to ACM) | Since 2008; ACM GP since 2014; ARRM 2008–2014 | External manager leadership; compensation/fee alignment oversight |
| JAVELIN Mortgage Investment Corp. (NYSE: JMI) | Director; Co-CEO; Co-Vice Chairman; CIO; Head of Risk Management | 2012–2016 | Executed mortgage REIT strategy; public company governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BUCKLER Securities LLC (FINRA broker-dealer) | Chairman of the Board; Head of Corporate Finance | Ongoing | Facilitates ARR repo financing access; related-party platform |
| ACM (manager to ARR) | Managing member of GP entities | Since 2014 | External management, fee structure influence |
Fixed Compensation
| Component | Amount | Payer | Notes |
|---|---|---|---|
| Base salary | $150,000 per annum | ACM | Began July 1, 2020; ACM does not pay bonuses to Ulm |
| Cash bonuses | None | ACM | Explicitly not paid to Ulm by ACM |
| Cash paid by ARR | None | ARR | ARR does not directly pay executives cash; pays management fees to ACM |
Performance Compensation
Equity Awards to Scott Ulm (time-based RSUs; no stock options)
| Grant Year | Shares | Vesting Schedule | Status |
|---|---|---|---|
| 2020 | 20,000 | 1,000 shares vest quarterly on Feb 20, May 20, Aug 20, Nov 20 from Feb 20, 2020 through Nov 20, 2024 | Fully vested |
| 2021 | 35,850 | 1,380 shares vest quarterly on Feb 20, May 20, Aug 20, Nov 20 from Feb 20, 2021 through Feb 20, 2027; plus 1,350 on May 20, 2027 | In progress (through 2027) |
| 2023 | 56,000 | 2,000 shares vest quarterly on Feb 20, May 20, Aug 20, Nov 20 from Feb 20, 2023 through Nov 20, 2029 | In progress (through 2029) |
Multi-year Compensation (fair value of stock awards granted)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Stock Awards (grant-date fair value) | $1,933,320 | $1,986,090 | $0 | $1,660,400 | $0 (no new grants) |
2024 Vested Stock and Value Realized
| Metric | 2024 |
|---|---|
| Shares vested | 17,520 |
| Value realized on vesting | $335,727 |
Pay-for-Performance Design
| Metric | Weighting | Target | Actual | Payout Mechanism | Vesting |
|---|---|---|---|---|---|
| Time-based equity awards | Not disclosed | Not applicable | Quarterly vesting as scheduled | Shares vest and deliver; dividends/DEUs paid during vesting | 2020 (completed), 2021 (to 2027), 2023 (to 2029) |
| Committee “important factors” considered in linking pay and performance | Not disclosed | Internal benchmarks vs peers | Total economic return, TSR, equity growth vs peers, CEO open market buys vs peers, preferred stock strategy, expense ratios | Inform equity grant sizing/structure; no 2024 NEO grants except reallocation for CFO | Ongoing program review |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (common) | 66,718 shares; less than 1% of outstanding as of March 7, 2025 (79,968,016 shares outstanding) |
| Unvested RSUs (12/31/2024) | 53,770 shares; market value $1,014,102 at $18.86/share |
| 2024 dividends/earnings credited (CAP calc context) | $182,189 (PEO) per CAP adjustments (Company disclosure) |
| Pledging/hedging | Prohibited; none pledged for officers/directors |
| Stock ownership guidelines | CEO target $2,000,000 basis; directors at 3x cash retainer ($198,000); directors in compliance; retain after-tax shares until targets met |
Employment Terms
| Term | Provision |
|---|---|
| Executive role timeline | Co-CEO/Co-Vice Chairman/Head of Risk (2009–March 2024); CEO since March 2024; CIO until March 2018 |
| External management agreement (ACM) | Current term through Dec 31, 2029; auto-renew 5-year terms; ACM provides all executive personnel |
| Management fees & waivers | $33.1M net fees in 2024 after waiver; ACM waives portion since 2020; ARR reimbursed ~$1.0M expenses; ACM paid ~$6.2M sub-management fees to SBBC (25% of net fee) |
| Termination economics (management agreement) | If terminated without Cause during Current Term: termination fee equals 4x Base Management Fee paid in prior 12 months |
| Change-of-control & vesting | Upon Change in Control, Committee may accelerate; 2021/2023 grants immediately vest; 2020 grants may immediately vest; termination of Management Agreement by ARR without Cause → all outstanding stock awards immediately vest |
| Potential payment (12/31/2024) | Value of vesting stock awards on immediate vest: Ulm $1,014,102 (at $18.86/share) |
| Clawback policy | Adopted Oct 2023 pursuant to NYSE 303A.14; recovers excess incentive comp for last 3 fiscal years upon accounting restatement, regardless of misconduct |
| Insider trading | Insider trading policy in 2024 10-K Exhibit 19.1 |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return – value of fixed $100 investment | $66.74 | $67.53 | $46.06 | $38.98 | $44.11 |
| Total Economic Return | -35.1% | -6.4% | -32.4% | -4.7% | -2.6% |
| Net Income (Loss) | $(215,111,531) | $15,362,714 | $(229,930,299) | $(67,923,938) | $(14,393,939) |
Board Governance
- Board service: Director since 2009; currently CEO and Vice Chairman; Chairman role separated (Non-Executive Chair: Daniel C. Staton); Lead Independent Director: John P. Hollihan, III .
- Independence: Ulm is an executive director and not independent; all Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed exclusively of independent directors .
- Board/committee activity: 9 Board meetings in 2024; each director attended at least 75%; Audit (7 meetings, 5 consents), Compensation (2 meetings), Nominating (1 meeting) .
Committee Composition (Ulm)
| Committee | Membership | Chair |
|---|---|---|
| Audit | Not a member (independent-only) | Stewart J. Paperin |
| Compensation | Not a member (independent-only) | Robert C. Hain |
| Nominating & Corporate Governance | Not a member (independent-only) | Co-chairs: Z. Jamie Behar, Carolyn Downey |
Director Compensation Note
- Officers/directors receive no board compensation from ARR for serving on the Board; non-management directors have cash/equity retainers and can defer via RSUs per program .
Related Party Transactions and Structures
- ACM ownership and control: Zimmer/Ulm families collectively own ~70% partnership interests; entities they control are general partners of ACM; Staton/Bell families own ~25% of limited partnership interests .
- Sub-Management Agreement: SBBC receives 25% of ACM’s net management fee; ACM owns ~99% of SBBC; Staton/Bell entities own ~1% .
- BUCKLER Securities: Joint venture broker-dealer; Board includes Zimmer, Ulm, Harper; ARR committed up to $250M subordinated loan capacity (up from $200M) through March 20, 2026; ARR had ~$4.9B repo borrowings and paid ~$249M interest to BUCKLER in 2024; ~$5.7B collateral posted .
- Equity Sales Agreements: BUCKLER acts as ATM sales agent; 11,370,087 common shares sold in 2024 for $221.5M net; further shares sold in early 2025; agents receive up to 2.0% commission .
- Audit fees included $900,000 for special committee internal investigation in Q1 2024 .
Compensation Committee Analysis and Peer Group
- Committee is independent; oversees equity awards, reviews ACM fees, and evaluates ACM annually .
- Burn rate discipline: historical burn rate caps and realized dilution tracked; no 2024 NEO grants besides CFO reallocations; awards vest over 20–25+ quarters to promote retention and expense apportioning .
- Peer group used for benchmarking and pay-versus-performance calculations: AGNC, Dynex, Invesco Mortgage Capital, Annaly, Orchid Island, Two Harbors; broader FTSE NAREIT Mortgage REIT Home Financing index referenced .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: ~86% support at 2024 annual meeting for NEO compensation .
- Investor outreach: direct engagement with institutions holding ≥90,000 shares; institutions held ~43.5% of shares as of December 31, 2024; directors/officers collectively owned ~0.36% .
Equity Ownership & Vesting Pressure Indicators
- Quarterly vesting through 2029 (2023 grant 2,000 shares per quarter) may create regular delivery of shares that could be sold for tax or diversification; mitigants include mandatory retention until ownership guidelines met and prohibition on hedging/pledging .
- No executive stock options; awards are RSUs/time-based stock; Committee may consider adding performance conditions to future awards .
Employment Contracts, Severance, and Change-of-Control Economics
| Provision | Detail |
|---|---|
| Change-in-control equity | Immediate vesting of 2021/2023 grants; 2020 grants may vest; Committee may accelerate awards |
| Termination of Management Agreement (without Cause by ARR) | All outstanding stock awards immediately vest |
| Termination fee (Management Agreement) | 4x Base Management Fee from prior 12 months if terminated without Cause during current term (to 12/31/2029) |
Expertise & Qualifications
- 30+ years in structured finance and debt capital markets; extensive leadership in MBS/ABS/structured credit; advanced degrees in business and law; provides risk management and capital markets expertise to the Board .
Past Roles (Expanded Work History)
| Organization | Role | Years | Notable Achievements |
|---|---|---|---|
| ARMOUR Residential REIT, Inc. | Co-CEO/Co-Vice Chair/Head of Risk; CIO (to 2018); CEO (since Mar 2024) | 2009–present | Led externally managed mortgage REIT strategy; governance leadership |
| JAVELIN Mortgage Investment Corp. | Director; Co-CEO; Co-Vice Chair; CIO | 2012–2016 | Public REIT management; strategic wind-down |
| Credit Suisse | Senior leadership in ABS/CDOs/DCM | 1986–2005 | Built global structured finance franchises |
| Litchfield Capital Holdings | CEO | 2005–2009 | Principal investments |
| BUCKLER Securities LLC | Chairman; Head of Corporate Finance | Ongoing | Repo financing access via affiliated broker-dealer |
External Roles
| Organization | Role | Years | Governance/Committee Role |
|---|---|---|---|
| BUCKLER Securities LLC (FINRA) | Chairman; Head of Corporate Finance | Ongoing | Board of managers includes Ulm |
| ACM (manager) | Managing member of GP entities | Since 2014 | Governance role in external manager |
Investment Implications
- Alignment: Ulm’s compensation from ARR is entirely equity-based RSUs with long, quarterly vesting schedules, plus a prohibition on hedging/pledging and stock ownership targets, supporting multi-year alignment; however, externally managed structure means core cash pay and incentives are determined by ACM, not ARR’s Board .
- Retention and supply dynamics: Ongoing vesting through 2027–2029 (2021/2023 grants) ensures retention incentives but steadily delivers shares that could be sold for liquidity/taxes; retention mitigated by ownership retention policy until guideline achievement .
- Change-of-control leverage: Immediate vesting on change-in-control or if ARR terminates the Management Agreement without Cause creates meaningful acceleration value ($1.0M for Ulm at 12/31/2024), potentially influencing negotiation dynamics in strategic events .
- Governance and independence: Dual role (CEO + Vice Chairman) with independent Chair and Lead Independent Director, and fully independent committees, mitigates concentration risk; committee oversight of ACM fees and equity plans is a positive, though ACM’s fee/comp decisions are outside ARR Board control .
- Related-party exposures: Significant ties to ACM/SBBC/BUCKLER and large volumes of repo funding/ATM issuance via affiliates centralize financing channels and introduce conflict oversight needs; Audit Committee and independent directors have approved these transactions, but investors should continuously monitor economics and special committee activities (e.g., 2024 internal investigation costs) for governance risk signals .