Katharine W. Kelley
About Katharine W. Kelley
Katharine W. Kelley (age 61) is an independent, non-executive director of Invesco Mortgage Capital Inc. (IVR) with two years of board tenure. She is Owner and President of Green Street Properties, an Atlanta-based real estate development and consulting firm; prior roles include EVP-Development at Newport (2016–2018), Managing Director at Jamestown, and SVP-Development at Post Apartment Development. She holds a BA (UNC Chapel Hill), MS in Real Estate Development (Columbia), and MBA (Harvard), and has led development of more than $2 billion of mixed-use and residential properties. If elected at the 2025 annual meeting, she will serve as Chair of the Compensation Committee.
Past Roles
| Organization | Role | Tenure/Years | Notes |
|---|---|---|---|
| Newport (international PE/real estate) | EVP – Development | 2016–2018 | Senior development leadership role |
| Jamestown (real estate private equity) | Managing Director | Not disclosed | Senior leadership in real estate PE |
| Post Apartment Development | SVP – Development | Not disclosed | Multifamily and mixed-use development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Green Street Properties (Atlanta) | Owner & President | Current | Urban infill, mixed-use development focus |
| The Westminster Schools | Governance & Nominating Committee member; Chair (2013–2021) | 2013–present (member); 2013–2021 (Chair) | Governance leadership at a major independent school |
Board Governance
- Independence: The Board has affirmed Ms. Kelley is independent under NYSE rules; all Board committees are composed exclusively of independent directors.
- Committee assignments (2024 service period): Audit; Compensation; Nomination & Corporate Governance. If elected in 2025, Ms. Kelley will serve as Chair of the Compensation Committee.
- Attendance & engagement: The Board held 9 meetings in 2024; each then-serving director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting. Non-executive directors meet in executive session at least quarterly.
| Committee | Kelley’s Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 4 | Committee of independent directors; audit financial experts identified (not specifically her) |
| Compensation | Member (Chair if elected in 2025) | 2 | Fully independent; authority over non-exec director pay; reviews alignment of external manager plans |
| Nomination & Corporate Governance | Member | 6 | Fully independent; oversees director recruitment and governance guidelines |
Governance practices and signals:
- Independent Chair; regular executive sessions; majority independent board; director elections by majority of votes cast.
- Board self-evaluation with independent external advisor annually.
- Insider trading policy prohibits short selling, options, pledging, and hedging of IVR equity.
Fixed Compensation
- Non-executive director fee framework (2024): $95,000 annual cash retainer; annual equity award $95,000; Chair fees: Board Chair $45,000; Audit Chair $20,000; Compensation Chair $10,000; Nominating/Gov Chair $10,000.
- Approved increases for 2025 service period: cash retainer to $105,000; annual equity award to $105,000; Board Chair fee to $50,000; other chair fees unchanged.
| Item | 2024 Amount | 2025 Amount |
|---|---|---|
| Annual cash retainer (non-exec directors) | $95,000 | $105,000 |
| Annual equity award (grant-date fair value) | $95,000 | $105,000 |
| Board Chair fee | $45,000 | $50,000 |
| Audit Committee Chair fee | $20,000 | $20,000 |
| Compensation Committee Chair fee | $10,000 | $10,000 |
| Nominating & Corporate Governance Chair fee | $10,000 | $10,000 |
Kelley’s 2024 compensation (actual paid by IVR):
| Name | Fees earned or paid in cash ($) | Share awards ($) | Total ($) |
|---|---|---|---|
| Katharine W. Kelley | $92,500 | $94,997 | $187,497 |
Notes:
- Executive directors (Invesco employees) receive no IVR board compensation.
Performance Compensation
Annual equity grant structure for non-executive directors (2024 service period):
- Grant date: May 15, 2024; Amount: 10,171 restricted shares (for directors other than Fleshman and McMullan).
- Vesting: One-year cliff vest on anniversary of grant date (i.e., May 15, 2025).
- Dividends: Paid on unvested equity at the same time and rate as common stock.
| Grant date | Instrument | Shares granted | Grant-date fair value ($) | Vesting schedule | Dividends on unvested |
|---|---|---|---|---|---|
| May 15, 2024 | Restricted common shares | 10,171 | $94,997 | Vest on 1-year anniversary (May 15, 2025) | Paid at same time and rate as common |
Other Directorships & Interlocks
- Public company boards: No other current public company directorships are disclosed for Ms. Kelley in IVR’s 2025 proxy.
- Compensation Committee interlocks: In 2024, none of the Compensation Committee members (including Ms. Kelley) were officers or former officers of IVR, and none were parties to disclosable related person transactions involving the company.
Expertise & Qualifications
- Board-designated skills: Mortgage Industry/MBS; Executive Leadership; Risk Management; Corporate Governance.
- Education: BA (UNC Chapel Hill); MS (Real Estate Development, Columbia University); MBA (Harvard University).
- Track record: 30+ years in urban infill, mixed-use, and residential development; led >$2 billion in development; recognized for catalytic development and product innovation.
Equity Ownership
- Stock ownership policy (non-exec directors): Within 5 years of appointment, hold at least the lesser of (i) shares equal to 3× annual cash retainer fair value or (ii) 8,000 shares; must hold 100% of shares received from IVR until the guideline is achieved.
- Hedging/pledging: Prohibited under IVR’s insider trading policy.
- Pledged shares: None; “No shares are pledged as security.”
| Metric | Value |
|---|---|
| Total beneficial ownership (as of Mar 14, 2025) | 20,554 shares |
| Unvested restricted shares (as of Dec 31, 2024) | 10,171 shares (typical for non-exec directors excluding Fleshman/McMullan) |
| Shares outstanding (as of Mar 14, 2025) | 65,273,161 shares |
| Ownership as % of outstanding | ≈0.03% (20,554 / 65,273,161) |
| Stock ownership guideline status | Exceeds 8,000-share threshold based on reported holdings |
| Hedging / pledging | Prohibited by policy |
| Shares pledged as collateral | None disclosed for directors/executives; “No shares are pledged as security.” |
Governance Assessment
Strengths and positive signals
- Independent director serving on Audit, Compensation, and Nominating & Corporate Governance; slated to become Compensation Committee Chair if elected in 2025, enhancing independent oversight of pay and director compensation.
- Robust governance framework: independent Chair; all-Independent committees; regular executive sessions; annual board evaluation with external advisor.
- Strong alignment policies: director stock ownership guidelines (≤5 years to achieve); prohibition on hedging, pledging, and options; no shares pledged.
- Engagement/attendance: Board met 9 times in 2024; each director attended ≥75% of aggregate meetings; all directors attended the 2024 annual meeting.
- Shareholder support: Say-on-pay approval ~92% in 2024.
Potential risks and watch items
- External management structure: IVR’s executives are employed by Invesco (the manager); the Compensation Committee does not set IVR executive pay (review and alignment only). Terms of the management agreement were negotiated between related parties; management fee equals 1.5% of stockholders’ equity (subject to adjustments). This is a structural REIT governance consideration rather than an issue with Ms. Kelley personally.
- Director pay increments: 2025 increases in base and equity retainers (to $105,000 each) reflect upward adjustments; continue to monitor pay-for-role vs workload and market peers cited by Ferguson Partners.
Related-party transactions and conflicts
- Policy requires Audit Committee review/approval of any related person transaction >$120,000; 2024 disclosure notes no Compensation Committee member (including Ms. Kelley) had disclosable related person transactions. No pledging or hedging is permitted.
Say-on-pay & shareholder feedback
- 2024 say-on-pay approval approximately 92%; Board continues annual say-on-pay cadence.
Director compensation mix (Kelley)
- 2024 mix balanced between cash ($92,500) and equity ($94,997 grant-date fair value), with one-year vesting on equity awards—promoting alignment via stock exposure and dividend participation on unvested shares.
Executive sessions and independence
- Non-executive directors meet without management at least quarterly; Ms. Kelley is part of a majority-independent board.
Overall: Ms. Kelley brings deep real estate development and governance experience, serves on all key committees, and is poised to lead the Compensation Committee—supporting board effectiveness and alignment. No specific red flags (attendance, pledging, related-party transactions) are disclosed; structural considerations of the external manager model should continue to be monitored for alignment.