W. Wesley McMullan
About W. Wesley McMullan
W. Wesley (“Wes”) McMullan, age 61, was appointed as a non‑executive, independent director of Invesco Mortgage Capital Inc. (IVR) on June 24, 2024, bringing over three decades of mortgage capital markets and banking leadership, including service as President & CEO of FHLBank Atlanta (2010–2021). He holds a B.S. in finance from Clemson University and is a CFA charterholder; core credentials include financial services/capital markets, mortgage/MBS risk, accounting/financial reporting, corporate governance, and regulatory expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Home Loan Bank of Atlanta | President & CEO | 2010–2021 | Led GSE-scale balance sheet, ALM, MBS risk, derivatives, SEC/regulatory compliance; 33-year FHLBank career |
| FHLBank Office of Finance | Vice Chair (prior) | n/a | Oversight of FHLBank System funding platform and issuance governance |
| Pentegra, Inc. | Vice Chair (prior) | n/a | Retirement/benefits governance experience |
External Roles
| Organization | Role | Since | Public/Private | Notes |
|---|---|---|---|---|
| TCB Corporation and Countybank | Director | 2022 | Private | Community banking; board service highlights financial oversight exposure |
Board Governance
- Independence: The Board affirmatively determined McMullan is independent under NYSE rules; IVR’s committees are composed entirely of independent directors .
- Committee assignments (2024 service year):
- Audit Committee member; committee met 4 times in 2024; audit committee financial experts on the committee include others (Day, Fleshman, Handlon) .
- Compensation Committee member; met 2 times in 2024 .
- Nomination & Corporate Governance Committee member; met 6 times in 2024 .
- Chair roles: Audit (Handlon), Nom/Gov (Liu); Compensation chaired by Lockhart during 2024; proxy notes if elected, Kelley to chair Compensation prospectively; McMullan holds no chair role .
- Attendance and engagement: In 2024, the Board held 9 meetings; each then‑serving director attended at least 75% of the aggregate Board and relevant committee meetings; all directors attended the 2024 Annual Meeting. Independent directors meet in executive session at least quarterly, chaired by the independent Board Chair .
- Governance structure: Independent Chair (John S. Day), annual board self‑evaluation with an independent advisor; majority independent board; ownership requirements; hedging/pledging prohibited under insider trading policy .
Fixed Compensation
| Period | Cash Retainer ($) | Committee Chair Fees ($) | Board Chair Fee ($) | Notes |
|---|---|---|---|---|
| 2024 service period | 95,000 | Audit Chair 20,000; Comp Chair 10,000; Nom/Gov Chair 10,000 | 45,000 | Non‑exec director framework; paid quarterly |
| 2025 service period (approved Nov 2024) | 105,000 | No change vs 2024 | 50,000 | Equity grant size also increased (see below) |
| Director | 2024 Fees Earned/Paid in Cash ($) | Source |
|---|---|---|
| W. Wesley McMullan | 25,577 | Partial‑year service; appointed 6/24/2024 |
Performance Compensation
| Component | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual equity (RS) | 7/15/2024 | 8,545 | 82,203 | 100% on 1‑yr anniversary (time‑based) | None disclosed; time‑based only |
| 2024 standard non‑exec equity | 5/15/2024 | 10,171 (for other continuing directors) | 94,997 | 1‑yr cliff vest | Time‑based only (context) |
| 2025 non‑exec equity framework | n/a | n/a | 105,000 target value | Annual | Time‑based only; no PSU metrics disclosed |
Notes:
- McMullan’s 2024 equity grant reflects service from June 2024 to May 2025 and was unvested at 12/31/2024; dividends on unvested awards paid at the same time/rate as common .
- IVR discloses no director performance metrics (e.g., TSR, revenue, ESG) tied to director equity; awards are time‑based restricted stock .
Other Directorships & Interlocks
| Company | Public? | Role | Committee Roles | Overlaps/Interlocks |
|---|---|---|---|---|
| TCB Corporation and Countybank | Private | Director | n/a | None disclosed with IVR ecosystem |
| Prior: FHLBank Office of Finance | n/a | Vice Chair | n/a | System funding governance; no related party noted |
| Prior: Pentegra, Inc. | n/a | Vice Chair | n/a | Retirement services; no related party noted |
- Compensation Committee interlocks: IVR reports no interlocks/insider participation and no related person transactions for any Compensation Committee member in 2024, which included McMullan .
Expertise & Qualifications
- Financial services and capital markets leadership, mortgage/MBS risk management, ALM and derivatives, SEC/regulatory compliance, corporate governance, accounting/financial reporting; CFA charterholder; Clemson University B.S. in finance .
Equity Ownership
| Holder | Shares Beneficially Owned | As Of | Pledged? | Notes |
|---|---|---|---|---|
| W. Wesley McMullan | 8,545 | Mar 14, 2025 | No shares pledged | Beneficial ownership under SEC rules; Directors/officers as a group own <1% |
| Unvested status (reference) | 8,545 unvested | Dec 31, 2024 | n/a | Grant 7/15/2024; 1‑yr vest |
Stock ownership policy (non‑exec directors): Within 5 years of appointment, must hold the lesser of 3× annual cash retainer or 8,000 shares; until achieved, must hold 100% of shares received as compensation . Insider policy prohibits short selling, options, pledging, and hedging/monetization transactions in company securities .
Insider Trades (Form 4)
| Date (Filing/Trans.) | Type | Quantity/Price | Notes | Source |
|---|---|---|---|---|
| 7/15/2024 (grant; filed 7/17/2024) | RS grant | 8,545 shares; $82,203 grant-date value | Service period Jun 2024–May 2025; 1‑yr vest | Proxy detail ; Form 4 filing reference |
| 5/2025 (filed) | Form 4 on file | n/a | Subsequent beneficial ownership change reported | SEC filing index ; PDF record |
Governance Assessment
- Board effectiveness and independence: McMullan strengthens IVR’s mortgage capital markets oversight with direct MBS, ALM, and GSE leadership experience. He is independent, serves across Audit, Compensation, and Nom/Gov committees, and the Board maintains an independent Chair and robust self‑evaluation process—positive for investor confidence .
- Attendance and engagement: Board met 9 times in 2024; each director met the ≥75% attendance threshold; committees were active. McMullan joined mid‑year and is listed as a member of all three key committees—indicative of engagement, though no individual attendance rate is disclosed .
- Compensation and alignment: For 2024 partial‑year service, McMullan received $25,577 cash and an $82,203 time‑based restricted stock grant (8,545 shares), with dividends paid on unvested awards—equity‑heavy mix aligns director pay to shareholder outcomes. 2025 increases (cash/equity from $95k to $105k) maintain balance; no director performance metrics (PSUs) are used—neutral to moderately positive alignment given time‑based structure .
- Ownership and policies: Beneficial ownership of 8,545 shares as of 3/14/2025, no pledging; stringent hedging/pledging prohibitions and a stock ownership guideline requiring the lesser of 3× retainer or 8,000 shares within five years support alignment. His grant was unvested at year‑end, with 1‑year vesting cadence .
- Conflicts/related‑party exposure: No related person transactions disclosed for McMullan; Compensation Committee reported no interlocks or insider participation. IVR’s external manager relationship is reviewed annually; fees benchmarked; independent committees and related‑party transaction policy mitigate conflicts—a constructive governance posture for an externally managed REIT .
- Shareholder signals: 2024 Say‑on‑Pay approval ~92% underscores broad support for compensation constructs in an external management context; board practices include annual director elections and majority voting, which are shareholder‑friendly .
RED FLAGS: None disclosed specific to McMullan. No pledging, no hedging, no related‑party transactions, and positive Say‑on‑Pay support reduce governance risk .