Carolyn B. Handlon
About Carolyn B. Handlon
Independent director of IVR since 2017; age 67; currently Audit Committee Chair (since 2023) and member of the Compensation and Nomination & Corporate Governance Committees. Retired EVP & Global Treasurer of Marriott International after 35 years, with 17 years leading financial strategy, risk management, global capital markets, hotel finance and mortgage banking; recognized as an audit committee financial expert under SEC rules. Education: B.A. (Virginia Tech) and M.B.A. (Indiana University). Board tenure and engagement: Board held 9 meetings in 2024; each director attended at least 75% of board/committee meetings; all directors attended the 2024 annual meeting; independent chair presides over quarterly executive sessions of non‑executive directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | EVP & Global Treasurer | 17 years (retired April 2022) | Led financial strategy, risk management, global capital markets, hotel finance, mortgage banking; structured business combinations, spin‑offs and joint ventures . |
| Overseas Private Investment Corporation | Finance professional | Not disclosed | Prior financial role before Marriott . |
| Continental Illinois Bank | Finance professional | Not disclosed | Prior financial role before Marriott . |
External Roles
| Organization | Role | Start | Committees |
|---|---|---|---|
| Science Applications International Corporation (SAIC) | Director | 2022 | Audit; Nominating/Governance . |
| Apple Hospitality REIT (APLE) | Director | March 1, 2023 | Audit; Nominating/Governance . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Affirmatively determined independent under NYSE rules . |
| Committees | Audit (Chair); Compensation; Nomination & Corporate Governance . |
| Audit Committee composition | Handlon (Chair), Day, Fleshman, Kelley, Liu, Lockhart, McMullan; all independent; audit committee financial experts: Day, Fleshman, Handlon; 4 meetings in 2024 . |
| Compensation Committee composition | Lockhart (Chair), Day, Handlon, Kelley, Liu, McMullan, Fleshman; all independent; 2 meetings in 2024 . |
| Nomination & Corp Gov composition | Liu (Chair), Day, Handlon, Kelley, Lockhart, McMullan, Fleshman; all independent; 6 meetings in 2024 . |
| Attendance & engagement | Board held 9 meetings (2024); each director ≥75% attendance of board/committee meetings; all directors attended the 2024 annual meeting; independent directors meet in executive session at least quarterly, chaired by independent Chair . |
| Audit Committee report | Recommended inclusion of 2024 audited financials in the 10‑K after discussing independence and required matters with PwC . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned/paid in cash | $112,500 | Actual 2024 cash compensation per director compensation table . |
| Base annual fee (policy) | $95,000 | Paid quarterly in arrears; applies to non‑executive directors . |
| Audit Committee Chair fee (policy) | $20,000 | Additional annual cash fee . |
| 2025 service period changes (policy) | Base fee: $105,000; Annual equity award value: $105,000; Chair of Board fee: $50,000 | Approved November 2024; no other changes . |
| Meeting fees | None | No meeting/attendance fees; travel reimbursed . |
| Deferred compensation plan | None | Company does not have a deferred comp plan for directors . |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Dividends |
|---|---|---|---|---|---|
| Annual restricted stock (non‑exec directors, incl. Handlon) | May 15, 2024 | 10,171 shares | $94,997 | Vest on 1‑year anniversary of grant . | Dividends on unvested awards paid at same time/rate as common stock . |
Metrics: Director equity is time‑based restricted stock with no performance metrics; equity aligns interests and vests after one year .
Other Directorships & Interlocks
- Current public boards: SAIC (Audit; Nominating/Gov), APLE (Audit; Nominating/Gov) .
- Overboarding: IVR policy states all directors serve on ≤3 public company boards; Board highlights confirm adherence .
- Potential interlocks: No disclosable related‑person transactions involving Compensation Committee members in 2024; all members were independent, non‑employees, and not former officers of IVR or subsidiaries .
Expertise & Qualifications
- Financial services/capital markets; mortgage industry/MBS; executive leadership; risk management; accounting & financial reporting; corporate governance; other public company board experience; audit committee financial expert under SEC rules .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (common) | 30,925 shares . |
| Unvested director equity (as of 12/31/2024) | 10,171 shares unvested (for each non‑exec director granted May 15, 2024) . |
| Ownership as % of outstanding | <1% (individual directors each <1%) . |
| Pledged shares | None pledged; policy prohibits pledging; table notes no shares pledged . |
| Stock ownership guideline | Lesser of 3× annual cash retainer (FMV) or 8,000 shares; must be met within 5 years; hold 100% of shares until met . |
| Compliance indication | Owns 30,925 shares (>8,000 threshold), indicating guideline met . |
Director Election Support
| Year | Votes For | Votes Against | Abstentions | Broker Non‑Votes | Approval Outcome |
|---|---|---|---|---|---|
| 2025 | 21,932,166 | 1,458,110 | 242,973 | 17,558,553 | Re‑elected; all nominees ≥91% of votes cast . |
| 2024 | 16,729,948 | 649,991 | 155,898 | 12,368,174 | Re‑elected; all nominees ≥95% of votes cast . |
Compensation Committee Analysis
- Independent consultant: Ferguson Partners engaged annually to benchmark non‑executive director compensation against mortgage REIT peers .
- Pay structure: Balanced cash/equity; time‑based restricted stock aligns interests; avoidance of meeting fees reduces pay inflation risk .
- Say‑on‑pay results: 92% approval in 2024; Compensation Committee determined no changes advisable based on that outcome; 88.05% approval in 2025 .
- Clawback policy: Adopted per SEC rules; scope covers incentive‑based compensation for executive officers (company does not pay exec incentives); not applicable to director equity grants .
- Hedging/pledging: Insider trading policy prohibits short selling, publicly‑traded options, pledging, hedging or monetization transactions; limited exceptions allowed; none to date .
Related‑Party Transactions & Conflicts
- External manager: IVR is externally managed by Invesco Advisers, Inc.; management fee equals 1.5% of stockholders’ equity per annum; ~$11.9m management fees and ~$7.0m reimbursements in 2024; the Audit Committee (chaired by Handlon) reviews the fee annually versus peers and oversees independence of PwC .
- Compensation Committee interlocks: None; all members independent; no disclosable related‑person transactions involving Compensation Committee members in 2024 .
- Directors’ equity plan: IVR’s 2009 Equity Incentive Plan governs director awards; amended and restated in 2024 with stockholder approval .
- RED FLAGS: None disclosed regarding pledging, hedging exceptions, related‑person transactions linked to Handlon, or attendance shortfalls; externally‑managed fee structure is a structural conflict mitigated by independent board oversight and annual Audit Committee review .
Governance Assessment
- Strengths: Long‑tenured finance executive with deep capital markets and risk experience; Audit Chair recognized as SEC financial expert; independent status; strong shareholder support in director elections; robust anti‑hedging/anti‑pledging policy and stock ownership guidelines with compliance indication .
- Risks/Considerations: Externally managed structure creates fee alignment considerations; Audit Committee oversight and peer reviews of the management fee are critical; continued monitoring of say‑on‑pay support (88.05% in 2025 vs. 92% in 2024) advisable for investor sentiment .