Mark Gregson
About Mark Gregson
Mark Gregson is Chief Financial Officer of Invesco Mortgage Capital Inc. (IVR). He was appointed CFO in December 2024 after serving as Interim CFO since October 7, 2024; he is 51 years old with tenure of less than one year in the CFO role . Gregson has been Global Controller at Invesco Ltd. since 2018, overseeing corporate public financial reporting, SOX and controls, and accounting policy; he also serves as CFO for Invesco’s broker-dealers. He joined Invesco and the financial industry in 1995, holds a BBA in accounting from the University of Houston, is a CPA, and holds Series 6, 27, and 99 registrations . As context on shareholder outcomes during the period leading into his appointment, IVR’s cumulative 5-year total return index declined from 100 at 12/31/2019 to 11.59 at 12/31/2024, materially lagging the S&P 500 and FTSE NAREIT Mortgage REITs indices .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Invesco Ltd. | Assistant Controller, North America | 6 years (dates not specified) | Supported regional controllership across North America, contributing to financial reporting and controls . |
| Invesco Ltd. | US Retail Corporate Accounting (various roles) | Not disclosed | Contributed to corporate accounting for US retail, supporting financial reporting processes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Invesco Ltd. | Global Controller | 2018–present | Oversees corporate public financial reporting, SOX and Controls, Accounting Policy teams; influences enterprise control environment . |
| Invesco Broker-Dealers | Chief Financial Officer | Not disclosed | Responsible for broker-dealer finance oversight, regulatory financial reporting . |
Fixed Compensation
- IVR is externally managed by Invesco Advisers, Inc.; executive officers (including the CFO) are employees of the manager or affiliates and do not receive compensation from IVR; IVR does not reimburse the manager for executive compensation .
- Compensation decisions are made by the manager; no specific portion of IVR’s management fee is earmarked for individual executives. For context, IVR estimates that aggregate executive compensation reasonably associated with IVR’s management in 2024 was $1.09 million, equal to 9.3% of the management fee (aggregate; not individual) .
| Component | Purpose | Description |
|---|---|---|
| Base Salary (cash) | Fixed pay for day-to-day duties | Based on knowledge, skills, experience, and responsibility; small portion of total comp; generally static absent promotion/market adjustments . |
| Aggregate Mix (IVR executives, 2024) | Pay-for-performance balance | 32% fixed compensation; 68% variable/incentive compensation (aggregate) . |
Performance Compensation
- Incentive compensation is funded from an Invesco-wide annual incentive pool, with awards linked to Invesco financial results and progress toward long-term strategic objectives, and to investment performance and product-level financial outcomes where applicable .
- Components include annual cash bonuses, Invesco annual deferral awards (time-based, denominated in Invesco product fund offerings, settled in cash), and Invesco long-term awards (time-based, denominated in a mix of Invesco equity and cash-settled product fund offerings) .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Investment performance (client success indicators) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Time-based deferral and long-term awards; vest over time . |
| Invesco financial results | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Time-based deferral and long-term awards; vest over time . |
| Qualitative assessment | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Time-based deferral and long-term awards; vest over time . |
| Risk management | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Plans designed to avoid excessive risk-taking . |
IVR disclosed it “did not pay, and does not intend to pay” cash compensation or grant equity awards to executive officers for FY2024; compensation is paid by the manager .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | Mark Gregson: “–” (no reported shares) as of March 14, 2025; individual directors/executive officers each own less than 1% of IVR; no shares are pledged by management . |
| Ownership guidelines | Executive Officer Stock Ownership Policy requires CFO to achieve at least 3,500 shares within five years of the later of policy effective date or first appointment; all executives are expected to attain requirements within the prescribed period . |
| Compliance status | As of March 14, 2025, Gregson reported no common shares; therefore currently below the 3,500-share guideline, with up to five years from appointment to comply . |
| Hedging/pledging | Insider trading policy prohibits short selling, publicly-traded options, pledging, hedging, and monetization transactions; pre-clearance required for trades and pre-approval for Rule 10b5-1 plans; no exceptions to hedging policy have been made to date . |
Employment Terms
| Term | Provision |
|---|---|
| Appointment | Interim CFO appointed October 7, 2024; CFO appointed December 2024 . |
| Employment agreements | IVR has no employment agreements with executive officers and no arrangements to pay cash upon termination or change in control; executives are employees of the manager . |
| Compensatory arrangements (appointment) | No material plans, contracts, or arrangements entered into with Gregson in connection with his interim CFO appointment; no related-party transactions; no arrangements/understandings with other persons regarding selection . |
| Equity awards from IVR | IVR disclosed no equity awards granted to executive officers for FY2024 . |
| Change-of-control (IVR Amended Equity Plan) | Double-trigger: if awards are assumed, termination without cause/for good reason within 24 months leads to vesting and settlement; if awards are not assumed, immediate 100% vesting before change-in-control; options/SARs provisions include full vesting and specified exercise windows; RS/RSU vesting accelerates; no tax gross-ups; clawback applies to incentive-based awards . |
| Vesting schedules (plan terms) | Minimum 1-year vest for time-based awards; RS/RSU generally vest over not less than one year; equity awards to employees of the manager vest over four years; accelerated vesting upon death, disability, involuntary termination (other than for cause/unsatisfactory performance), or change-in-control per award agreements . |
| Insider trading | Pre-clearance for directors/executives prior to transactions; pre-approval required for Rule 10b5-1 plans/amendments/suspensions/terminations . |
| Say-on-pay | Advisory say-on-pay approval: 92% votes in favor at 2024 annual meeting; proposal presented annually with next expected at 2026 meeting . |
Performance & Track Record
| Metric | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 |
|---|---|---|---|---|---|---|
| IVR 5-year TSR index (base=100) | 100.00 | 24.67 | 22.37 | 12.40 | 10.63 | 11.59 |
| S&P 500 index (base=100) | 100.00 | 118.40 | 152.39 | 124.79 | 157.59 | 197.02 |
| FTSE NAREIT Mortgage REITs (base=100) | 100.00 | 81.23 | 93.93 | 68.94 | 79.52 | 79.80 |
| Book Value per Common Share | 2022 | 2023 | 2024 |
|---|---|---|---|
| Book value per common share ($) | 12.79 | 10.00 | 8.92 |
| Common shares outstanding (mm) | 38.711 | 48.461 | 61.730 |
Note: Gregson’s tenure as CFO began in late 2024; the multi-year TSR/book value trends predate his tenure and reflect broader portfolio and market dynamics .
Compensation Committee Analysis
- IVR’s Amended Equity Plan is administered by a Compensation Committee composed entirely of independent directors; features include double-trigger change-in-control, minimum one-year vesting, clawback on incentive-based awards, prohibition of tax gross-ups, no options/SAR repricing without shareholder approval, and other shareholder-protective provisions .
Equity Ownership & Alignment Details
| Ownership Element | Status |
|---|---|
| Shares owned (common) | “–” (no reported shares) as of March 14, 2025 . |
| Ownership % | Each individual executive/director owns less than 1% of common; group beneficial ownership 172,690 shares; none pledged . |
| Guideline requirement | CFO must reach at least 3,500 shares within five years of appointment/policy effective date . |
| Hedging/pledging | Prohibited by policy; no exceptions to date; pre-clearance and pre-approval for 10b5-1 . |
Investment Implications
- Pay-for-performance alignment is indirect at IVR: the CFO’s cash and equity incentives are determined and paid by Invesco’s compensation framework, with aggregate executive mix at IVR of 32% fixed and 68% variable in 2024; IVR itself does not pay or grant equity to executive officers, reducing direct company-level levers on compensation alignment .
- Ownership alignment is currently limited: Gregson reported no common share ownership as of March 14, 2025, below the 3,500-share guideline; however, a five-year compliance window, pre-clearance, and anti-hedging/pledging policies mitigate short-term trading and misalignment risks .
- Severance and CoC economics: IVR has no employment agreements or severance/change-in-control cash payments for executive officers; any IVR equity awards (none granted to execs in FY2024) would follow shareholder-friendly plan terms (double-trigger vesting, clawback, no gross-ups), limiting agency costs if awards are outstanding in future years .
- Execution risk context: IVR’s five-year TSR materially underperformed, and book value per share declined 2022–2024; while not attributable to Gregson’s short CFO tenure, the strategic imperative is strong internal controls, transparent reporting, and capital discipline—areas aligned with his controllership background .