Brian Norris
About Brian Norris
Brian P. Norris is IVR’s Chief Investment Officer since 2019; previously Director, Portfolio Management (2011–2019), and has worked on behalf of the company since inception in 2009. He is a Senior Portfolio Manager on Invesco’s Structured Securities team (since 2014), joined Invesco in 2001, holds a BS in Business Administration (Finance) from the University of Louisville, and is a CFA charterholder; age 49 with 15 years of tenure at IVR as of the 2025 proxy . IVR delivered a 5.2% positive economic return in 2024 while maintaining its dividend and rebalancing capital structure, a backdrop relevant to investment-performance-linked pay at the manager level . Executive incentive pay is set and paid by Invesco (the external manager), with 2024 aggregate mix at 32% fixed / 68% variable and metrics emphasizing investment performance, financial results (including revenue), risk management, and qualitative assessment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Invesco Mortgage Capital Inc. (IVR) | Chief Investment Officer | 2019–present | Executive officer overseeing investment management for IVR (specific impact not disclosed) |
| Invesco Mortgage Capital Inc. (IVR) | Director, Portfolio Management | 2011–2019 | Senior role supporting IVR portfolio management (specific impact not disclosed) |
| Invesco (Structured Securities team) | Senior Portfolio Manager | 2014–present | Senior portfolio role within Invesco’s structured securities platform |
| Invesco | Portfolio Manager | 2006–2014 | Portfolio management responsibilities at Invesco |
| Invesco | Account Manager | 2001–2006 | Account management responsibilities at Invesco |
| Todd Investment Advisors | Securities Trader | Prior to 2001 | Trading role before joining Invesco |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in IVR proxy | — | — | No public external directorships or roles disclosed |
Fixed Compensation
IVR does not pay cash or equity compensation to executive officers (including Brian Norris); compensation is paid by Invesco (the external manager), and IVR does not provide pensions, perquisites, employment agreements, severance, or change‑in‑control cash payments to executive officers.
| Component | 2024 Status at IVR | Notes |
|---|---|---|
| Base salary | $0 paid by IVR | Executive officers are employees of the manager and compensated by the manager |
| Target bonus % | Not applicable at IVR | Manager determines incentive awards; no bonus paid by IVR |
| Actual bonus paid | $0 paid by IVR | Incentives funded by the manager’s pool, not IVR |
| Equity awards (RSUs/PSUs/options) | None from IVR | IVR does not grant equity to executive officers |
| Pension/SERP | None from IVR | IVR provides no pension/SERP to executive officers |
| Perquisites | None from IVR | IVR provides no perquisites/personal benefits to executive officers |
IVR provided an estimate of aggregate executive compensation reasonably associated with IVR management in 2024 of $1.09 million (9.3% of the ~$11.9 million management fee), but this is an aggregate, not an individual disclosure and is not allocated to any specific executive .
Performance Compensation
Manager-level incentives are performance- and results-linked, but detailed targets/weightings for individual executives are not disclosed by IVR. Awards generally include cash bonuses, annual deferral awards, and long-term awards, with time-based vesting; equity awards to employees of the manager vest over four years.
| Metric Category | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Investment performance (client success indicators) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Time-based (manager awards); equity awards to manager employees vest over 4 years |
| Financial results (including revenue) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | As above |
| Risk management | Not disclosed | Not disclosed | Not disclosed | Not disclosed | As above |
| Qualitative assessment | Not disclosed | Not disclosed | Not disclosed | Not disclosed | As above |
Manager incentive pool funding and aggregate mix: For 2024, executive compensation was apportioned 32% fixed and 68% variable (aggregate) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 3,867 shares, including 82 shares held by spouse (as of March 14, 2025) |
| Ownership as % of shares outstanding | Individual executives (and group) each own <1% of common stock; 65,273,161 shares outstanding (March 14, 2025) |
| Vested vs. unvested shares | Not disclosed for executive officers (IVR does not grant executive equity) |
| Options (exercisable/unexercisable) | Not disclosed; IVR reports no options outstanding under its plan |
| Shares pledged as collateral | None; “No shares are pledged as security” for directors/executives |
| Ownership guideline | CIO required to own ≥3,500 shares within 5 years; Norris appears in compliance as of 3/14/2025 (3,867 shares) |
| Hedging/pledging | Prohibited; insider policy bans short selling, publicly-traded options, pledging, and hedging/monetization transactions; limited exceptions have not been made |
| Insider trading controls | Pre-clearance required; Rule 10b5‑1 plans require pre-approval |
Employment Terms
| Provision | Details |
|---|---|
| Employment agreement with IVR | None; IVR has no employment agreements with executive officers |
| Severance provisions | None (no arrangements to pay upon termination for executive officers) |
| Change-of-control cash economics | None (no cash payments by IVR to executive officers upon change-in-control) |
| Equity acceleration (COC) | IVR’s Amended Equity Plan provides double-trigger acceleration for assumed awards post‑COC, but IVR does not grant equity awards to executive officers (applies to non-executive directors and manager employees who are not executive officers) |
| Clawback policy | Adopted per SEC rules, but does not impact executive officers because IVR does not pay incentive compensation to them |
| Non-compete/non-solicit/garden leave | Not disclosed in IVR proxy for executive officers |
| Rule 10b5‑1 plans | Pre-approval required under insider trading policy |
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % | Notes |
|---|---|---|
| 2023 | ~94% | Compensation Committee noted significant support in 2023 |
| 2024 | ~92% | Committee noted significant support; no changes deemed advisable |
Compensation Committee Analysis
- Composition and independence: 2024 members included Day, Fleshman, Handlon, Liu, Kelley, Lockhart, McMullan; all independent under SEC/NYSE rules .
- Responsibilities: Reviews non‑executive director pay; oversees equity/incentive plans; succession planning; while externally managed, it reviews the manager’s compensation plan/objectives for alignment and conflicts .
- Consultant: Ferguson Partners engaged for director compensation benchmarking (peer mREITs) .
Related Party Transactions & Governance Controls
- Management agreement: IVR is externally managed by Invesco Advisers, Inc.; fee equals 1.5% of stockholders’ equity per annum (quarterly), with specified adjustments and annual renewal; termination fee may be owed under certain circumstances .
- 2024 amounts: ~$11.9 million management fees paid/payable; ~$7.0 million reimbursed for operating expenses and capital raising costs; fee declined with lower average equity base .
- Equity plan features: Double‑trigger COC vesting for assumed awards; no tax gross‑ups; minimum one‑year vesting for time‑based awards and options/SARs; no option repricing without shareholder approval; historic run rate <1% and overhang ~0.2% at 12/31/2023 .
- Insider trading, hedging, pledging: Strong restrictions; no exceptions granted to date .
Investment Implications
- Alignment and selling pressure: IVR does not grant equity to executive officers and provides no IVR‑paid bonuses or severance/COC cash; combined with strict hedging/pledging bans and small personal holdings, this implies limited vesting‑related selling pressure and minimal IVR‑level cash incentives, though alignment relies on Invesco’s manager‑level awards and metrics .
- Ownership policy compliance: As CIO, Norris meets IVR’s ownership guideline (≥3,500 shares) as of March 14, 2025, mitigating alignment concerns despite sub‑1% ownership at the individual level .
- Pay-for-performance levers: Manager‑level incentives are linked to investment performance and financial results, but lack of disclosed individual targets/weights at IVR limits visibility; aggregate mix (68% variable) suggests meaningful at‑risk pay at the manager level .
- Governance and related-party dynamics: External management and related‑party negotiation of fees warrant monitoring; however, the fee base (stockholders’ equity), committee oversight, clawback adoption, and no tax gross‑ups/repricing provisions mitigate risk .
- Performance backdrop: 2024’s 5.2% economic return and dividend maintenance reflect operational execution in a volatile rate environment; continued outcomes will influence manager‑level incentive pools and perceived execution under Norris’s CIO tenure .