Stewart Paperin

About Stewart J. Paperin

Stewart J. Paperin, age 77, has served as an independent director of ARMOUR Residential REIT (ARR) since 2009, with prior service on Enterprise’s board from July 2007 until its merger with ARMOUR in November 2009 and on JAVELIN’s board from June 2012 to April 2016 . He is a seasoned finance executive and board member, including roles as Executive Vice President of the Soros Foundation (1996–2013), Senior Advisor/portfolio manager and consultant to Soros Fund Management LLC (1996–2014), and prior CFO roles at Western Union, Timeplex, and Datapoint; he holds a B.A. and M.S. from SUNY Binghamton, is a member of the Council on Foreign Relations, and holds an honorary Doctor of Humane Letters . The board has affirmatively determined Paperin is independent under NYSE standards and he is designated an “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Independence: Board has affirmatively determined Paperin is independent (NYSE standards) .
• Committee assignments:
  • Audit Committee Chair; members include Paperin, Hollihan, Hain, and Behar .
  • Compensation Committee Member; chaired by Hain; members Hain, Paperin, Behar .
  • Nominating & Corporate Governance Committee co-chairs: Behar and Downey (Paperin not listed as chair) .
• Financial expertise: Paperin qualifies as an “audit committee financial expert” under SEC rules; all audit members are financially literate .
• Attendance: In 2024, the Board met 9 times; Audit 7; Compensation 2; Nominating 1; each director attended at least 75% of Board and committee meetings on which they served .
• Lead Independent Director: John P. Hollihan, III (responsibilities defined by charter); Paperin is not lead independent .

Committee Fees (2024)

Fixed Compensation

• Structure: Non-management director annual retainer $132,000, paid as $66,000 cash and $66,000 stock (or mix); directors may elect to receive fees in stock/RSUs per the Deferral Program .
• Deferral Program: Elections for cash, unrestricted stock, or fully vested RSUs; quarterly conversion at quarter-end NYSE closing price; settlement options include separation, specified date, or January 1 following chosen anniversary; accelerated lump-sum settlement on death, disability, or change of control .
• No director pensions; expense reimbursement for Board/committee meeting attendance .

Performance Compensation

• Performance metrics: No director performance-based metrics (e.g., TSR, EBITDA) are described for director equity; grants are time-based vesting under the stock incentive plan .

Other Directorships & Interlocks

• Compensation Committee Interlocks: No relationships or transactions in 2024 requiring disclosure due to service on other entities’ boards or compensation committees; all compensation committee members are independent and none are current/former officers .

Expertise & Qualifications

• Financial literacy and sophistication; designated audit committee financial expert .
• Deep finance and governance background: Soros Foundation/Soros Fund Management; CFO roles at Western Union, Timeplex, Datapoint; prior consulting and corporate finance roles .
• Education: B.A. and M.S., SUNY Binghamton; honorary Doctor of Humane Letters; member of Council on Foreign Relations .

Equity Ownership

• Ownership guidelines: Non-executive directors must beneficially own shares with a basis equal to at least 3x base cash retainer ($66,000), i.e., $198,000; all directors are in compliance as of the proxy date .

Insider Trades (Recent)

Note: The proxy’s beneficial ownership table shows 1,965 shares as of March 7, 2025 (including 1,757 in trust). The Investing.com article reports 363 indirect shares post-sale on Dec 31, 2024; subsequent Form 4 filings may update holdings. Use company SEC filings for definitive positions .

Governance Assessment

• Strengths

  • Long-tenured independent director with extensive finance and audit experience; designated audit committee financial expert and current Audit Committee Chair, supporting oversight of financial reporting, auditor independence, and internal controls .
  • Strong committee structure and independence: all committees composed exclusively of independent directors; compensation committee reports no interlocks or related-party conflicts in 2024 .
  • Formal stock ownership guidelines with reported compliance; deferral program aligns director pay with shareholder interests via stock/RSUs and retention until targets met .

• Watchpoints and potential red flags

  • Insider sale of 24,852 shares on Dec 31, 2024 reduces exposure; post-transaction indirect holdings reported as 363 shares—low absolute stake may weaken alignment signal (verify with latest Form 4s) .
  • External SPAC board history (Thunderbridge vehicles) increases network breadth, but no 2024 related-party transactions disclosed; continue monitoring for any future interlocks with ARR counterparties .
  • Attendance threshold disclosed at ≥75%; not granular by director—continued verification of engagement advisable .

Overall, Paperin’s audit leadership and financial expertise support board effectiveness, with independence verified; alignment relies on adherence to ownership guidelines and ongoing equity compensation structure rather than large personal holdings .