Robert E. Cauley

About Robert E. Cauley

Robert E. Cauley, CFA and CPA, is Chairman of the Board and Chief Executive Officer of Bimini Capital Management, Inc. (BMNM); he has served as CEO since 2008, was previously CFO and CIO (2003–2008), and has been a director since 2003. He also serves as Chairman, President and CEO of Orchid Island Capital, Inc. (ORC), which Bimini externally manages; his education includes an MSIA in finance and economics from Carnegie Mellon University and a BA in accounting from California State University, Fullerton; he served four years in the U.S. Marine Corps . Under his leadership, BMNM’s recent three-year TSR path (SEC “pay vs performance” construct) translated a hypothetical $100 investment to $46 (2022), $32 (2023), and $45 (2024), while net income improved from a $19.8M loss (2022) to a $1.3M loss (2024), with positive momentum in 2025 (Q3 net income ≈ $1.8M; YTD ≈ $2.4M) .

Past Roles

External Roles

Fixed Compensation

• Note: 2023 stock awards reflect Orchid Island Capital equity (performance units and immediately vested shares) granted by Orchid for services rendered to or for the benefit of Orchid; computed per ASC 718 .

Perquisites: “All Other Compensation” primarily consists of excess insurance premium reimbursements and 401(k) match .

Performance Compensation

• Program design: The Compensation Committee sets annual corporate performance goals and exercises discretion at year-end; no external compensation consultant was retained; BMNM is a smaller reporting company and provides reduced CD&A .
• 2024 goals (selected): capital raises at Orchid/Bimini; improvement in net income, book value, and share price (potentially relative to peers); develop AUM growth avenues; enhance utilization of tax NOLs .
• 2025 goals add expense discipline relative to revenue/expansion while retaining the above objectives .

Equity awards:

• BMNM: No options or unvested equity awards outstanding at 12/31/2024 .
• Orchid: March 2024 grants of performance units and immediately vested shares to Cauley (grant-date FV $220,000); fair value adjustments detailed in “Compensation Actually Paid” reconciliation .

Clawback/hedging/pledging: Company prohibits pledging and hedging; insider trading policy includes blackout and preclearance procedures; clawback not specifically disclosed .

Equity Ownership & Alignment

• Pledging/Hedging: Directors and executives prohibited from pledging, hedging, margin purchases, or short sales of Company (and Orchid) securities; reduces collateral-driven selling risk .
• Outstanding Company equity: No unvested BMNM equity as of year-end 2024; options not in use; equity “repricing” not disclosed .

Employment Terms

• Agreements: Severance agreements (Cauley and Haas) dated June 30, 2009; current term expires June 30, 2027, auto-renews for 12 months each July 1 unless notice or upon change of control .
• Triggers: Without Cause/Good Reason; death/disability; or within six months before/after a Change in Control with termination; stock-based awards vest on termination; health coverage continuation; payment of approved but unpaid bonus; expense reimbursements .
• Change-in-control economics: Double-trigger cash severance equal to 3x “current cash compensation” (base salary at termination plus average annual cash bonus for prior two fiscal years, excluding extraordinary bonuses) if terminated without Cause within six months before/after CoC or resigns with Good Reason within six months after CoC; otherwise, severance equals current cash compensation times remaining term fraction .
• 280G gross-up: Agreement includes indemnification if liabilities are incurred under IRC §4999 (golden parachute excise tax) — shareholder-unfriendly feature .

Board Governance and Director Service

• Board service: Director since August 2003; currently serves as Chairman and CEO (combined roles) .
• Independence: Not independent (officer/employee); committees are composed solely of independent directors .
• Leadership structure: Combined Chair/CEO with a Lead Independent Director (Robert J. Dwyer), who chairs Audit, Compensation, and Nominating & Governance Committees; Audit Committee composition includes Dwyer as sole member and financial expert .
• Attendance: Board held 10 meetings in 2024; each director attended all Board and committee meetings; executive sessions conducted by independent directors .
• Dual-role implications: Combined CEO/Chair can concentrate authority; mitigated by independent committees, a lead independent director, prohibition on pledging/hedging, and robust governance policies .

Related Party Transactions (Governance Risk Lens)

• Orchid management: Orchid pays Bimini Advisors monthly management fees on equity tiers (1.50%/1.25%/1.00% annualized); 2024 fees = $9.4M; 2023 fees = $10.5M; Orchid also reimbursed overhead ($2.6M in 2024; $2.4M in 2023) including a portion of the CFO’s salary, and paid $0.8M/$0.7M for repo and related services in 2024/2023; termination fee equals 3x average annual management fee if Orchid terminates without cause .
• Board/management overlap: Cauley and Haas are directors and executive officers of Orchid; all BMNM directors are Orchid shareholders, creating potential conflicts that require active oversight by independent directors .

Performance & Track Record

• Values retrieved from S&P Global.*
• 2025 operating momentum: Q3 2025 net income ≈ $1.8M (≈ $0.18/share); nine months 2025 net income ≈ $2.4M (≈ $0.24/share); advisory revenues up 35% YoY in Q3 on ORC equity growth; book value per share $0.92 as of Q3 2025 .

Compensation Structure Analysis (Signals)

• Mix and risk: Compensation is heavily cash-based (salary + discretionary annual bonus); BMNM did not grant stock options/RSUs in 2024, and no BMNM unvested equity outstanding at year-end; equity exposure arises via Orchid awards and large personal BMNM shareholdings .
• Pay-for-performance: Committee evaluates broad performance goals (capital raising/AUM expansion, profitability, book value and share price) but does not disclose weights/targets; significant bonuses were paid for 2024 despite a full-year net loss at BMNM, though ORC-driven advisory revenue growth and improved 2025 profitability provide context .
• Red flags/offsets: 280G excise tax indemnification (gross-up) is a governance negative ; counterbalanced by strict no-pledging/hedging policy and independent committee control over pay .

Director Compensation (as applicable to dual-role)

• Employee directors (including Cauley) are not separately compensated for Board service; only non-employee directors receive cash retainers and chair fees .

Expertise & Qualifications

• Credentials: CFA and CPA; MSIA (Carnegie Mellon), BA (CSU Fullerton); 20+ years investing across mortgage-backed securities including REIT context; prior ABS structuring and credit roles; U.S. Marine Corps veteran .

Equity Selling Pressure and Vesting Considerations

• Company equity: No BMNM options or unvested awards outstanding for executives as of 12/31/2024; reduces forced selling from vesting; no option overhang .
• Orchid equity: 2024 Orchid grants included performance units and immediately vested shares, creating potential near-term liquidity (for ORC, not BMNM); award fair values and dividend adjustments reflected in “Compensation Actually Paid” reconciliation .
• Pledging/Hedging: Prohibited, lowering collateral-driven sell pressure risk in BMNM stock .

Governance Committee and Process

• All standing committees chaired by the Lead Independent Director (Dwyer); committees are fully independent; Audit Chair qualifies as financial expert; Compensation Committee did not use an external compensation consultant; Board and committee self-assessments occur annually .

Investment Implications

• Alignment: Cauley owns 13.4% of Class A and 35% of Class B, aligning him with common shareholders; no pledging; however, BMNM bonuses are discretionary with limited disclosed metrics/weights, and 280G excise indemnification is shareholder-unfriendly .
• Performance and fee leverage: Results are sensitive to Orchid’s equity growth and Agency RMBS conditions—advisory fees increased as ORC’s equity expanded; 2025 profitability traction is encouraging, but multi-year TSR remains volatile, warranting scrutiny of pay outcomes versus disclosed goals .
• Retention/transition risk: Double-trigger CoC severance at 3x current cash compensation plus accelerated vesting on termination provides strong retention and may create significant cash obligations upon a transaction; absence of BMNM option overhang reduces dilution risk .

Appendices

Selected Governance Policies

• Prohibitions on pledging, hedging, and short sales; insider trading policy with blackout/preclearance; codes of ethics and governance guidelines available on the Company’s IR site .

2024 Board & Committee Activity

• 10 Board meetings; Audit (8), Compensation (4), Nominating & Corporate Governance (2); 100% attendance by all directors; Audit Committee Chair is financial expert; Lead Independent Director presides over independent sessions .

2025 Board Update

• November 6, 2025: Director Frank E. Jaumot resigned; Ashley B. Griffith appointed Class I director (term to 2028); Griffith is son-in-law of director Robert J. Dwyer, which may merit ongoing independence oversight .

Citations:

S&P Global disclaimer: Financial values marked with an asterisk (*) were retrieved from S&P Global.