Ava L. Parker
About Ava L. Parker
Independent director at Orchid Island Capital (ORC) since February 2013; age 62. She is President of Palm Beach State College (since 2015) and an attorney/executive with prior COO experience in Florida higher education and municipal/State governance. At ORC, she is independent and chairs the Nominating & Corporate Governance Committee; she also serves on the Compensation Committee. The Board held 16 meetings in 2024 and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting. ORC maintains policies prohibiting pledging/hedging and requiring director stock ownership; all directors meet the guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Florida Polytechnic University | Executive Vice President & Chief Operating Officer | 2002–2015 | Senior operating leadership for a state university; complex operational oversight |
| Linking Solutions, Inc. | President | 2002–2015 | Training, technical support, program management in public/private sectors |
| Lawrence & Parker, P.A. | Partner (Attorney) | 2001–2015 | Bond/underwriter’s counsel in municipal finance; corporate counsel/litigation support |
| Jacksonville Transportation Authority | Director; Chairman | 2006–2015; Chair 2009–2010 | Led board as Chair; public infrastructure oversight |
| State Univ. System of Florida, Board of Governors | Board Member; Chair | 2002–2012; Chair 2010–2012 | Chaired statewide higher-ed governing body |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| MasTec, Inc. (NYSE: MTZ) | Director | Since Mar 30, 2022 | Public infrastructure construction company |
| American Association of Community Colleges (AACC) | Director; Executive Committee; Chair of Board (past) | Director since 2020; Exec Comm since 2021; Chair 2023–2024 | Chaired Audit & Finance Committee (2021–2023) |
| Professional Holding Corp. (Nasdaq: PFHD) | Director (former) | 2020–2023 | Banking company (prior role) |
Board Governance
| Governance Element | Details |
|---|---|
| Independence | Parker is an independent director under NYSE rules. ORC’s Board has a majority of independent directors; all three standing committees are fully independent. Lead Independent Director: Frank P. Filipps. |
| Committee assignments (2024) | Chair, Nominating & Corporate Governance Committee (5 meetings in 2024). Member, Compensation Committee (5 meetings in 2024). Audit Committee met 9 times in 2024. |
| Attendance | Board held 16 meetings in 2024; each director attended ≥75% of Board and committee meetings; 100% attendance at 2024 annual meeting. |
| Stock ownership/Trading policies | Directors must hold ≥3x annual cash retainer; five-year compliance window; all directors meet guidelines. Pledging/hedging prohibited by policy. Insider trading policy with preclearance. |
| Clawback | NYSE 10D-1 compliant clawback policy for executive incentive comp (company-wide governance context). |
| Say-on-Pay signal | 2024 say-on-pay support ~84% of votes cast. |
Fixed Compensation
| Component (Non-Employee Director) | Structure (2024) | Amount / Detail |
|---|---|---|
| Annual cash retainer | Quarterly cash retainer: $18,750 (H1 2024) → $25,000 (H2 2024); payable quarterly. | $87,500 total cash retainer in 2024. |
| Committee chair fees | Nominating & Governance Committee Chair retainer (quarterly) | $10,000 annualized; paid $2,500 per quarter (Comp & Gov Chairs); Audit Chair quarterly: $3,750 (H1) → $5,000 (H2). |
| Committee member fees | Member retainer (from June 30, 2024) | $2,500 annualized per committee; $1,250 per quarter beginning June 30, 2024. |
| Meeting fees | Applicable only through June 30, 2024 | $1,500 per in-person meeting; $1,000 per telephonic meeting; no meeting fees H2 2024. |
| 2024 actual for Parker | Cash fees earned | $118,000. |
Note: Parker elected to receive 50% of her annual cash retainer, her Governance Chair retainer, and meeting fees in DSUs (7,113 DSUs in lieu of cash).
Performance Compensation
| Equity Element | Terms | Amount / Mechanics |
|---|---|---|
| Annual equity retainer (DSUs) | DSUs granted quarterly; immediately vested; dividend-equivalent rights; settled in stock at a future date per election; no voting rights. Annual target increased mid-2024 from $85,000 to $100,000 to align with market. | $92,500 grant date fair value in 2024 for Parker. |
| Cash-to-DSU election | Portion of cash retainer taken in DSUs | 7,113 DSUs received by Parker in lieu of cash. |
Performance Metric Table (Directors’ Equity)
| Metric | Applies to Parker’s director equity? | Notes |
|---|---|---|
| Revenue/EBITDA/TSR-based vesting | No | Director DSUs are retainer-equivalents, immediately vested, not performance-based. |
| Time-based vesting | Immediate | DSUs vest immediately; settlement deferred per election. |
| Dividend equivalents | Yes | Paid in cash or additional DSUs at participant’s election. |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | MasTec, Inc. (NYSE: MTZ), since 3/30/2022. |
| Prior public boards | Professional Holding Corp. (Nasdaq: PFHD), 2020–2023. |
| Compensation committee interlocks | ORC discloses no compensation committee interlocks or insider participation in 2024. Parker served on ORC’s Compensation Committee; all members were independent. |
| Potential interlocks/conflicts | None disclosed with ORC’s Manager (Bimini) or related parties; related-party disclosures focus on management’s external manager relationship, not directors. |
Expertise & Qualifications
- Executive leadership in higher education as President, Palm Beach State College (serves >40,000 students), bringing human capital, budgeting, and stakeholder governance expertise.
- Legal and municipal finance experience as bond/underwriter’s counsel and corporate counselor; extensive board leadership across state/municipal bodies and national associations (AACC).
- Governance leadership at ORC as Chair, Nominating & Corporate Governance Committee; member, Compensation Committee.
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notable Details |
|---|---|---|---|
| Ava L. Parker | 78,751 shares (includes 77,130 DSUs) | * (<1%) | DSUs equal right to receive one share each; acquired via quarterly grants and in lieu of dividends/cash. |
| Shares outstanding (record date) | 107,673,390 | — | As of Apr 10, 2025 (record date). |
| Pledging/Hedging | Prohibited | Directors/officers prohibited from pledging or hedging Company securities. | |
| Ownership guidelines | Met | Directors must hold ≥3x annual cash retainer; all directors have met guidelines. |
Governance Assessment
- Board effectiveness and independence: Parker is a long-tenured independent director serving as Governance Chair and Compensation Committee member; ORC’s committees are fully independent, with a Lead Independent Director structure and regular executive sessions—supportive of effective oversight.
- Engagement & attendance: Board met 16 times in 2024; all directors met the ≥75% attendance threshold and attended the annual meeting—positive engagement indicator.
- Alignment & incentives: Director pay combines cash and DSUs with flexibility to convert cash to DSUs (which Parker used), reinforcing ownership alignment; directors meet stock ownership guidelines; pledging/hedging prohibited.
- Pay structure trend: 2024 increases to cash and equity retainers suggest market alignment; not performance-based for directors (appropriate for non-executives), but increases should be monitored for inflation in director pay.
- Conflicts/related-party exposure: No related-person transactions disclosed for Parker; related-party items pertain to the external manager (Bimini) and ORC’s CEO/CFO (not Parker).
- Shareholder signals: Say‑on‑pay received ~84% support in 2024—generally supportive but not overwhelming; continued engagement advisable given external management structure.
RED FLAGS: None disclosed specific to Parker (no attendance issues, no pledging, no related-party transactions, no Section 16(a) delinquencies noted for her). One Section 16(a) late filing was disclosed for another director (Bitting), not Parker.