Robert L. Fleshman
About Robert L. Fleshman
Robert L. Fleshman, age 63, was appointed as an independent, non‑executive director of Invesco Mortgage Capital Inc. (IVR) on November 8, 2024, after a 40‑year public accounting career, including as audit partner at Deloitte & Touche LLP and previously Arthur Andersen LLP . He holds a B.S. in Accounting from Virginia Tech, is a CPA, and is recognized by IVR’s Board as an “audit committee financial expert” under SEC rules . The Board has affirmatively determined he is independent under NYSE standards . His tenure at IVR is less than one year as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner; Real Estate Practice Leader (Southeast) for 6 years; Audit Practice Leader (Georgia & Alabama) for 7 years | 2002–June 2024 | Led complex audits in real estate/financial services; leadership in real estate and audit practices; Board-recognized audit committee financial expert |
| Arthur Andersen LLP | Partner | Until 2002 | Senior audit leadership prior to joining Deloitte |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NAREIT | Member | Not disclosed | Industry engagement and best practices exposure |
| Best Financial Practices Committee | Former Deloitte representative | Not disclosed | Contributed to financial reporting best practices |
Board Governance
- Committee memberships: Audit; Compensation; Nomination & Corporate Governance—each composed entirely of independent directors .
- Audit Committee financial expert: Fleshman qualifies under SEC rules (committee roster explicitly notes audit financial experts) .
- Independence status: Board determined Fleshman is independent .
- Attendance: The Board held 9 meetings in 2024; each then‑serving director attended at least 75% of the aggregate Board and committee meetings; non‑executive directors meet in executive session at least quarterly with an independent Chair presiding .
- Chair roles: Audit Committee Chair—Carolyn B. Handlon; Nomination & Corporate Governance Chair—Don H. Liu; Compensation Committee Chair—Dennis P. Lockhart in 2024; if elected, Katharine W. Kelley will serve as Compensation Chair in 2025 .
| Committee | Member (Fleshman) | Chair | Financial Expert | 2024 Meetings |
|---|---|---|---|---|
| Audit | Yes | Carolyn B. Handlon | Yes (qualifies) | 4 |
| Compensation | Yes | Dennis P. Lockhart (2024); Kelley expected 2025 | — | 2 |
| Nomination & Corporate Governance | Yes | Don H. Liu | — | 6 |
Fixed Compensation
| Year/Period | Fees earned or paid in cash ($) | Committee/Chair fees ($) | Total cash ($) | Equity award ($) | Notes |
|---|---|---|---|---|---|
| 2024 service (actual) | – | – | – | 45,666 | Grant of 5,569 restricted common shares on Nov 15, 2024, vesting on one‑year anniversary |
| 2025 non‑executive director rates | Amount ($) | Notes |
|---|---|---|
| Base fee | 105,000 | Approved Nov 2024 for 2025 service period |
| Annual equity award (restricted shares) | 105,000 | Granted in advance of service; one‑year cliff vest |
| Chair of Board fee | 50,000 | Increased from $45,000 |
| Audit Chair fee | 20,000 | No change |
| Compensation Chair fee | 10,000 | No change |
| Nomination & Corp Gov Chair fee | 10,000 | No change |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant date fair value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Common Shares | Nov 15, 2024 | 5,569 | 45,666 | Vest on one‑year anniversary of grant | None disclosed (time‑based vesting only) |
- Dividends on unvested equity awards are paid at the same time and rate as common shares .
- Options or PSUs for directors are not disclosed; equity for non‑executives is restricted common stock with time‑based vesting .
Other Directorships & Interlocks
| Organization | Role | Public/Private | Committee roles | Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed in proxy biography | — | — | — | No other public company boards listed; overboarding policy caps directors at ≤3 public boards |
Expertise & Qualifications
- Financial reporting and audit leadership in REITs and financial services; recognized audit committee financial expert .
- Technical expertise in risk management and regulatory matters; executive leadership experience in large audit practices .
- Education: B.S. in Accounting (Virginia Tech); CPA .
Equity Ownership
| Security | Amount | Status | Notes |
|---|---|---|---|
| Common Stock | 5,569 shares | Beneficially owned; individual ownership <1% (all directors/officers individually <1%) | No shares pledged as security |
| Series C Preferred Stock (7.50%) | 2,000 shares | Beneficially owned | — |
| Unvested RSA (as of 12/31/2024) | 5.569 shares | Unvested | Vests one year from grant date |
| Director Ownership Policy | ≥ the lesser of 3× cash retainer or 8,000 shares within five years; must hold 100% of shares received until compliant | Policy | — |
| Compliance Status | Anticipated to attain within required time period | As of Dec 31, 2024 | — |
Governance Assessment
- Strengths: Independence, deep audit and REIT financial reporting expertise, and audit committee financial expert designation enhance board oversight of financial reporting, internal controls, and risk management .
- Engagement: Serves on all three key committees; board and committees met regularly in 2024 (Board: 9; Audit: 4; Compensation: 2; Nom/Gov: 6), with each then‑serving director meeting ≥75% attendance; executive sessions occur at least quarterly under an independent Chair .
- Alignment: Director equity is granted annually and time‑vests over one year; stock ownership policy requires meaningful holdings and prohibits hedging/pledging, with no pledged shares reported for Fleshman .
- Potential conflicts: None disclosed—no related person transactions for Compensation Committee members; external manager relationship and fees are reviewed annually by the Audit Committee, which Fleshman sits on (management fee 1.5% of stockholders’ equity; 2024 fees ~$11.9mm; reimbursements ~$7.0mm) .
- Auditor oversight: PwC is the independent auditor; Audit Committee reported on independence and financial statement review; Fleshman’s prior Deloitte tenure presents expertise, not a direct conflict with PwC .
- RED FLAGS: None identified in the proxy—no pledging, no disclosed related‑party transactions, and strong independence/committee structures .