Carolyn L. Gibbs
About Carolyn L. Gibbs
Carolyn L. Gibbs, age 63, has served on the IVR board since September 2023. She is an executive director (not independent) and a long-tenured Invesco executive with 30+ years in fixed income; she holds a BA in English (magna cum laude) from Texas Christian University, an MBA in finance from Wharton, and is a CFA charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco (various fixed income units) | Fixed income analyst; progressed through portfolio management and leadership roles | Joined 1992 (subsequent senior roles over career) | Deep mortgage-backed securities and fixed income expertise relevant to IVR’s strategy |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Invesco | Global Head of Investments Engagement & Services | Since Mar 2023 | Oversees Global Thought Leadership, Proxy Voting, Global Sustainable Investing Services, and the Global Investors’ Forum—indicating extensive governance and stewardship responsibilities across Invesco’s investment platform |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Executive director (not independent). IVR’s board has a majority of independent directors; Ms. Gibbs is not listed among them . |
| Committees | None. Audit, Compensation, and Nominating & Corporate Governance committees are composed exclusively of independent directors; Ms. Gibbs is not a member of any committee . |
| Years of service | Director since September 2023 (1 year as of the 2025 proxy) . |
| Board leadership | Independent Chair (John S. Day) and regular executive sessions of independent directors; separation of Chair and CEO roles . |
| Attendance | In 2024, each then-serving director attended at least 75% of applicable Board and committee meetings; all directors attended the 2024 Annual Meeting . |
Fixed Compensation
| Component | 2024 Detail | 2025 Policy Update (if applicable) |
|---|---|---|
| Director cash retainer | Not applicable (executive directors—i.e., Invesco employees—do not receive IVR board compensation) . | N/A to Ms. Gibbs (increase to base fees applies to non-executive directors only) . |
| Committee/Chair fees | Not applicable (executive director) . | N/A . |
| Meeting fees | None (IVR does not pay meeting/attendance fees to non-executives; executive directors receive no board pay) . | N/A . |
| Paying entity | Compensation for executive directors is paid by Invesco (manager); IVR does not pay or reimburse compensation for its executive officers/directors employed by the manager . |
Performance Compensation
| Component | Detail |
|---|---|
| Equity awards (RSUs/PSUs/Options) | Not applicable for executive directors; IVR grants equity annually only to non-executive directors. 2024 non-exec grant: $95,000 in restricted stock vesting at 1-year; raised to $105,000 for 2025. Executive directors receive no IVR equity awards . |
| Performance metrics | Not applicable to Ms. Gibbs at IVR (no incentive pay from IVR; she is compensated by Invesco) . |
| Clawback / Hedging | Company maintains clawback policy and prohibits insider hedging/pledging; scope is limited for executives since IVR does not pay incentive comp to them, but policies apply to directors/covered persons . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Gibbs in IVR’s 2025 proxy . |
| Related-party interlock | Employee of Invesco (the external manager to IVR) while serving as IVR director; IVR’s management agreement pays a 1.5% of stockholders’ equity management fee to Invesco Advisers, Inc., renewed annually; the company notes the terms were negotiated between related parties and may not be as favorable as with an unaffiliated third party . |
| 2024 payments to manager | Approx. $11.9 million management fees and ~$7.0 million in reimbursed operating expenses/capital raising costs . |
| Committee mitigation | All key board committees are fully independent; Ms. Gibbs is not on them, which helps mitigate conflicts stemming from her Invesco employment . |
Expertise & Qualifications
- Fixed income and mortgage-backed securities expertise; executive leadership and risk management experience built over three decades at Invesco .
- Governance/stewardship exposure via oversight of Invesco’s Proxy Voting and Global Sustainable Investing Services, signaling deep familiarity with ESG and fiduciary practices .
- Academic credentials: BA (TCU, magna cum laude), MBA (Wharton, finance), CFA charterholder .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 0 shares beneficially owned as of March 14, 2025 (security ownership table shows “-” for Ms. Gibbs) . |
| Form 3 (initial statement) | Filed October 2, 2023 reporting 0 shares held at appointment . |
| Pledged shares | Company states “No shares are pledged as security” for directors and executive officers in the ownership section . |
| Ownership alignment policy | Non-executive director stock ownership policy requires 3x cash retainer or 8,000 shares within five years; policy applies to non-executive directors and not to executive directors like Ms. Gibbs . |
Governance Assessment
- Alignment positives
- Independent Chair, fully independent committees, and regular executive sessions of independent directors strengthen checks and balances; Ms. Gibbs is not on any committee, which limits conflict exposure from her Invesco role .
- Insider policy prohibits hedging/pledging; board annually evaluates its effectiveness with an external advisor; all directors met minimum attendance and attended the 2024 annual meeting—signals diligence and process rigor .
- Non-executive director pay is balanced between cash and equity and benchmarked with an independent consultant (Ferguson Partners) to peer mREITs—indirectly supports overall governance posture even though Ms. Gibbs does not receive board pay .
- Conflict considerations
- RED FLAG: Ms. Gibbs is an executive at Invesco (the external manager to IVR) while serving on IVR’s board; IVR acknowledges that the management agreement was negotiated between related parties and that terms “may not be as favorable” as with an unaffiliated counterparty. IVR paid ~$11.9m in management fees plus ~$7.0m reimbursements in 2024, underscoring the materiality of the related-party relationship; the fee is 1.5% of stockholders’ equity, subject to specified adjustments and annual independent director review .
- Ownership alignment concern: Ms. Gibbs reported zero shares on appointment and shows no beneficial ownership as of March 14, 2025, which can weaken “skin-in-the-game” optics for investors, though note that non-executive stock ownership guidelines do not apply to executive directors .
- Market-facing signals
- IVR’s say-on-pay in 2024 received ~92% support, indicating broad investor acceptance of the externally managed structure and oversight to date (contextual for governance sentiment, not specific to Ms. Gibbs) .
Overall: Ms. Gibbs brings highly relevant fixed income and governance/stewardship expertise, but her status as a non-independent Invesco executive on IVR’s board is a meaningful related-party consideration. The board’s independent structure and exclusion of executive directors from committees, plus annual fee reviews, are important mitigants investors should monitor for effectiveness over time .