George H. Haas
President, Chief Financial Officer, Chief Investment Officer at BIMINI CAPITAL MANAGEMENT
Executive
Board
About George H. Haas
George H. Haas, IV, age 48, is President, Chief Financial Officer, Chief Investment Officer, and a director of Bimini Capital Management (BMNM). He joined Bimini in 2004, has served in his current executive roles since April 2008, and became a director in January 2024; he holds an MS in Economics from Oklahoma State University . Over the last three fiscal years, Bimini’s revenues were $12.995M (FY22), $13.595M (FY23), and $12.784M (FY24), while net income was $(19.823)M, $(3.983)M*, and $(1.306)M*, respectively; BMNM total shareholder return (TSR) on the SEC “pay vs performance” disclosure equated to $0.46 (2022), $0.32 (2023), and $0.45 (2024) on a $100 base .
Values marked with an asterisk (*) retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bimini Capital Management | Senior VP & Head of Research and Trading | 2004–2008 | Led mortgage research and trading; managed portfolio operations prior to current C-suite roles . |
| National City Mortgage | Mortgage industry roles | Pre-2004 | Developed mortgage domain expertise later applied to Bimini’s Agency MBS strategies . |
| Homeside Lending, Inc. | Mortgage industry roles | Pre-2004 | Operational experience in mortgage markets supporting trading/risk functions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orchid Island Capital, Inc. (ORCHID) | Director; CFO; CIO | Since 2010 | Dual leadership at BMNM’s externally managed client; alignment and related-party dynamics via management fees . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 871,228 | 20,582 | Perquisites include insurance premium reimbursements above broad employee share and 401(k) match . |
| 2023 | 829,741 | 19,895 | Same perquisite framework . |
Performance Compensation
| Year | Annual Bonus ($) | Timing | Structure | Performance Metrics/Framework | Equity Awards (Company) | Equity Awards (Orchid) |
|---|---|---|---|---|---|---|
| 2024 | 1,284,413 | Paid Jan-2025 | Committee discretion guided by goals; smaller reporting co. without formal CD&A . | 2024 goals: capital raises (BMNM/Orchid), net income, book value, stock price vs peers, AUM growth, expense discipline, NOL utilization . | None (BMNM made no equity grants/outstanding awards YE2024) . | Not disclosed for 2024 service in BMNM proxy. |
| 2023 | 1,223,250 | Paid Jan-2024 | Committee discretion guided by goals . | 2023 goals: capital raises, net income, book value, stock price vs peers, AUM growth, NOL utilization . | None (BMNM had no outstanding awards YE2023) . | Orchid granted performance units and immediately vested shares for 2023 service; Haas grant-date fair value $205,000 (Mar-2024) . |
Notes on equity and vesting:
- BMNM reported no options, RSUs, or other unvested equity outstanding for executives at YE2023 and YE2024, which removes near-term BMNM equity vesting overhang .
- Orchid equity (PSUs and immediate shares) is awarded by Orchid’s Compensation Committee for services to Orchid; certain shares vest immediately and performance units carry separate terms referenced in Orchid’s filings (not detailed in BMNM’s proxy) .
Pay vs Performance (context)
| Year | Compensation Actually Paid to Non-PEO NEO ($) | BMNM TSR ($100 base) |
|---|---|---|
| 2024 | 2,408,124 | 0.45 |
| 2023 | 2,446,883 | 0.32 |
| 2022 | 2,213,852 | 0.46 |
Equity Ownership & Alignment
| As-of Date | Shares Owned (Class A) | % of Class A | Options (Exercisable / Unexercisable) | Pledged/Hedged | Notes |
|---|---|---|---|---|---|
| Apr 16, 2025 | 1,239,639 | 12.4% | None / None (no options outstanding) | Pledging and hedging prohibited for directors and executives ; margin accounts prohibited . | Increase vs Apr 22, 2024 (1,190,000; 11.9%) . |
- Group concentration: Directors and officers as a group held 45.4% of Class A as of Apr 16, 2025, indicating a tightly held float .
- Ownership guidelines: Not disclosed in proxy .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | Severance agreements dated June 30, 2009 (auto-renew annually; current term noted through June 30, 2027) . |
| CIC Cash Severance | 3x “current cash compensation” (base salary + average last two annual cash bonuses), if termination without cause within 6 months before/after CIC or resignation with good reason within 6 months after CIC (double-trigger cash) . |
| Non-CIC Severance | Pro-rata multiple of “current cash compensation” by days remaining in term/365 for termination without cause, good reason resignation, death, or disability . |
| Health Coverage | Continuation of health plan coverage cost through term of agreement . |
| Equity Acceleration | All non-vested equity awards (phantom shares, restricted stock, options) become vested upon termination (acceleration tied to termination event) . |
| 280G/4999 Indemnity | Indemnification if certain liabilities arise under IRC §4999 (potential excise tax gross-up feature; shareholder-unfriendly) . |
| Illustrative Payouts (Dec 31, 2024) | Termination/CIC estimates for Haas: $6,375,179 (CIC), $5,303,916 (non-CIC), plus $65,310 health continuation in either case . |
Board Governance (Director Service)
- Director since January 2024; not independent (officer/employee) .
- Committees are composed solely of independent directors; Haas does not sit on committees .
- Board attendance: 100% of Board/committee meetings in 2024 across all directors; Board held 10 meetings in 2024 .
- Leadership structure: CEO and Chair roles combined (Cauley); Lead Independent Director (Dwyer) chairs Audit, Compensation, and Nominating/Governance .
| Item | Status |
|---|---|
| Independence | Not independent (officer/employee) . |
| Committees | None (all committees independent) . |
| Attendance (2024) | All directors attended all meetings; Board met 10x . |
| Lead Independent Director | Robert J. Dwyer . |
Employee directors (including Haas) do not receive director fees; only independent directors receive cash retainers .
Related Party Transactions and Conflicts
| Counterparty | Arrangement | 2024 ($) | 2023 ($) | Notes |
|---|---|---|---|---|
| Orchid Island Capital, Inc. | Management fees to Bimini Advisors (BMNM subsidiary) | 9.4M | 10.5M | BMNM provides external management; Haas is also Orchid’s CFO/CIO/Director . |
| Orchid Island Capital, Inc. | Overhead reimbursements to Bimini Advisors | 2.6M (incl. $0.7M allocable share of CFO salary) | 2.4M (incl. $0.6M allocable share of CFO salary) | Highlights dual-role economics . |
| Orchid Island Capital, Inc. | Repo trading/clearing/admin services | 0.8M | 0.7M | Services internalized by BMNM . |
| Ahearn, Jasco & Company, P.A. | Tax/accounting/SEC consulting services (Director Jaumot is a shareholder) | ~78k (2024); ~$39k billed YTD 2025 | ~80k (2023) | Annually reviewed by Audit Committee . |
Governance controls include a policy prohibiting pledging and hedging by directors and executives (tightens alignment and reduces counterparty/liquidity risk) and prohibitions on margin accounts .
Company Performance (last 3 fiscal years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 12,995,504* [Functions.GetFinancials] | 13,594,907 [Functions.GetFinancials] | 12,784,468 [Functions.GetFinancials] |
| Net Income ($) | (19,823,105)* [Functions.GetFinancials] | (3,983,205)* [Functions.GetFinancials] | (1,306,334)* [Functions.GetFinancials] |
Values marked with an asterisk (*) retrieved from S&P Global.
Employment History and Qualifications
- Joined Bimini May 2004; elevated to President, CFO, CIO in April 2008; director since January 2024 .
- Education: MS in Economics, Oklahoma State University .
- Domain expertise: 20+ years in mortgage markets; led Bimini portfolio trading and research functions; senior leadership in a public REIT context .
Board Service History, Committee Roles, Dual-Role Implications
- Board service: Since Jan 2024; Class III director (term structure shown in proxy) .
- Committee roles: None (not independent). Audit, Compensation, and Nominating/Governance are chaired by the Lead Independent Director (Dwyer) and composed solely of independent directors .
- Dual-role implications: As President/CFO/CIO and director at BMNM, and CFO/CIO/director at Orchid, Haas’ roles concentrate operational influence and create potential conflicts given BMNM’s fee-for-service relationship with Orchid; oversight is mitigated by independent committee structure, a lead independent director, and related-party review procedures .
Risk Indicators and Red Flags
- Excise tax indemnification under IRC §4999 suggests potential golden-parachute tax gross-up exposure (shareholder-unfriendly) .
- Combined CEO/Chair roles (Cauley) increase reliance on the Lead Independent Director; however, committees are independent, and board holds regular executive sessions .
- Material related-party revenues from Orchid (management fees, reimbursements, services) create structural conflicts that require vigilant oversight .
- Governance strengthening in 2025 includes explicit prohibitions on pledging and hedging for directors and executives and ban on margin accounts, reducing alignment and forced-sale risks .
- No BMNM equity awards outstanding for Haas (as of YE2023/YE2024) reduces near-term insider selling pressure from vesting at BMNM; note that Orchid equity is awarded for Orchid service and may influence trading in ORC, not BMNM .
Say-on-Pay and Shareholder Votes
- 2025 annual meeting results disclosed director election and auditor ratification; no say-on-pay item reported in 2025 8-K .
- Director election (2025): Frank E. Jaumot elected; auditor ratification passed .
Insider Ownership and Float Dynamics
- Haas beneficially owns 1,239,639 Class A shares (12.4%) as of Apr 16, 2025, up from 1,190,000 (11.9%) as of Apr 22, 2024, signaling increasing insider alignment; directors and officers as a group control 45.4% of Class A .
- Company policy prohibits pledging/hedging and purchasing on margin, which lowers the risk of stock overhang from collateral calls or hedged positions .
Investment Implications
- Pay-for-performance alignment: BMNM compensation for Haas is predominantly cash with discretionary bonuses tied to qualitative corporate goals; absence of BMNM equity grants reduces direct equity-based alignment, partially offset by material insider share ownership (12.4%) and policy constraints (no pledging/hedging) .
- Vesting/overhang: No outstanding BMNM equity awards for Haas means limited near-term insider selling pressure at BMNM; attention should focus on any Orchid equity vesting dynamics (impacting ORC liquidity rather than BMNM) .
- Retention/CIC economics: Double-trigger cash severance at 3x “current cash compensation” around CIC and acceleration of equity upon termination provide robust protection; excise tax indemnification could elevate change-of-control costs for shareholders .
- Governance/conflict monitoring: High insider/control group ownership and related-party revenue streams from Orchid require continued scrutiny of fee arrangements and performance outcomes; the Lead Independent Director and independent committees are the principal mitigants .
- Performance context: While TSR improved in 2024 versus 2023, multi-year TSR remains below the 2021 base, and net income has been negative, underscoring sensitivity to Agency MBS spreads and leverage outcomes; this backdrop informs bonus discretion and investor expectations .