John S. Day
About John S. Day
John S. Day is the independent Chair of IVR’s Board, serving as Chair since May 2023 and as a non‑executive director since 2009. He is 76 years old with 16 years of board tenure, and is recognized as an SEC “audit committee financial expert.” His background includes nearly three decades at Arthur Andersen and Deloitte, and he holds a B.A. from the University of North Carolina and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner | 2002–2005 | Public company audit leadership; accounting and financial reporting expertise |
| Arthur Andersen LLP | Partner | 1976–2002 | Public company audit leadership; accounting and financial reporting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lenbrook Square Foundation, Inc. | Director; Chair of the Board | 2007–2019 (Chair 2012–2014) | Finance and Governance & Nominating Committees |
| Force Protection, Inc. (public) | Director | Sep 2007–Dec 2011 | Audit Committee Chair |
| Edens Investment Limited Partnership | Director | 2010–2014 | Audit Committee Chair |
Board Governance
- Current IVR roles: Independent Chair; member of the Audit, Compensation, and Nomination & Corporate Governance Committees .
- Independence: IVR’s Board affirmatively determined Day is independent under NYSE rules; all three committees are fully independent .
- Board structure/engagement: IVR separates CEO and Chair roles; independent Chair controls agenda and presides over executive sessions held at least quarterly, enhancing oversight of an externally managed REIT .
- Attendance: In 2024, the Board met 9 times; each director attended at least 75% of board and relevant committee meetings, and all directors attended the 2024 Annual Meeting .
- Committee activity (2024): Audit (4 meetings), Compensation (2), Nomination & Corporate Governance (6) .
- Financial expertise: Day is designated an SEC “audit committee financial expert” .
- Overboarding and refreshment: All directors serve on three or fewer public boards; independent directors generally may not stand after age 75, subject to a transition period (Day is 76) .
Fixed Compensation
| Component | 2024 Policy | John S. Day – 2024 Actual | 2025 Policy (approved Nov 2024) |
|---|---|---|---|
| Annual base cash retainer | $95,000 | Included in total cash fees of $137,500 | $105,000 |
| Board Chair fee | $45,000 | Included in total cash fees of $137,500 | $50,000 |
| Committee chair fees | Audit $20,000; Compensation $10,000; N&CG $10,000 | N/A (not a committee chair) | Unchanged (no other changes) |
| Meeting/attendance fees | None | None disclosed | None |
| Deferred comp plan | None for directors | N/A | None |
Performance Compensation
- Structure: Non‑executive directors receive time‑based restricted shares (annual award), not performance‑vested equity; dividends on unvested awards are paid at the same time and rate as common stock .
- 2024 Award Details (Day):
| Grant date | Type | Shares granted | Grant date fair value | Vesting | Unvested as of 12/31/2024 | Dividends on unvested |
|---|---|---|---|---|---|---|
| May 15, 2024 | Restricted shares | 10,171 | $94,997 | Vest on one‑year anniversary | 10,171 | Paid at same time and rate as common |
- 2025 award level: Annual equity award increased to $105,000 (from $95,000) .
Other Directorships & Interlocks
| Company | Type | Role/Dates | Interlock/Conflict Notes |
|---|---|---|---|
| Force Protection, Inc. | Public | Director; Audit Chair (2007–2011) | No IVR‑related interlocks disclosed . |
| Edens Investment LP | Private | Director; Audit Chair (2010–2014) | No IVR‑related interlocks disclosed . |
| Lenbrook Square Foundation, Inc. | Non‑profit | Director; Chair (2012–2014) | Not a commercial counterparty to IVR (no related‑party noted) . |
Expertise & Qualifications
- Accounting/financial reporting leadership; SEC‑recognized audit committee financial expert .
- Mortgage/RMBS and capital markets experience relevant to IVR’s Agency RMBS focus .
- Corporate governance and risk management depth; prior audit committee chair roles .
- Education: B.A. (UNC); MBA (Harvard Business School) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 31,179 shares as of March 14, 2025 |
| Ownership as % of outstanding | Each individual director owns <1% of shares outstanding |
| Unvested director RS (12/31/2024) | 10,171 unvested shares (annual 2024 grant) |
| Pledged shares | None; “No shares are pledged as security” ; pledging is prohibited under policy |
| Director stock ownership guideline | Lesser of 3x annual cash retainer value or 8,000 shares; 5‑year compliance window; 100% hold‑until‑met |
| Compliance status | Based on 31,179 shares vs 8,000‑share threshold, Day meets/exceeds guideline |
Governance Assessment
-
Strengths
- Independent Chair with audit committee financial expert status; deep audit and REIT‑relevant experience .
- Fully independent committees; robust executive sessions; strong baseline attendance and director engagement in 2024 .
- Clear, shareholder‑aligned director pay structure with balanced cash/equity, no meeting fees, no deferred plan; 2025 retainer and equity increases appear market‑aligned and approved by the Compensation Committee using an independent consultant .
- Strong ownership alignment: explicit director ownership policy; Day owns 31,179 shares and no pledging allowed .
- No compensation committee interlocks in 2024; 92% say‑on‑pay support at 2024 meeting indicates broad investor support for pay framework .
-
Watch items / potential red flags
- External management agreement with Invesco Advisers, Inc. is a related‑party arrangement (1.5% of stockholders’ equity; $11.9M management fee and $7.0M expense reimbursements in 2024), requiring vigilant independent oversight by the Board and Audit Committee .
- Board refreshment optics: independent directors generally may not stand after 75, subject to a transition period; Day (age 76) continues as Chair—acceptable under policy but merits ongoing succession planning disclosures .
Overall: Day’s independence, tenure as Audit Chair and now Board Chair, and recognized financial expertise support board effectiveness at an externally managed mortgage REIT. The primary governance risk is structural (external manager/related‑party), mitigated by independent oversight, clear committee mandates, and ownership/hedging policies .
Appendix — Key Reference Data
- Director compensation (2024 actuals): Cash fees $137,500; Share awards $94,997; Total $232,497 .
- 2024 director equity grant: 10,171 shares on May 15, 2024; vest on one‑year anniversary; dividends paid on unvested .
- 2025 director compensation changes: Base retainer $105,000; Equity award $105,000; Chair fee $50,000 .
- Committee meetings (2024): Audit (4), Compensation (2), Nomination & Corporate Governance (6) .
- Board meetings/attendance (2024): 9 meetings; all directors ≥75% attendance; all attended 2024 Annual Meeting .
- Beneficial ownership (Day): 31,179 shares; no pledging; individual director ownership <1% .