Frank P. Filipps
About Frank P. Filipps
Independent director of Orchid Island Capital (ORC) since February 2013; currently Lead Independent Director (age 77). Former Chairman/CEO of Radian Group (1995–2005) and Clayton Holdings (2005–2008); earlier executive roles at AIG (1975–1992). Education: MBA in corporate finance and international business (NYU Stern) and BA in Economics (Rutgers). Designated Audit Committee financial expert; serves on Audit and Compensation Committees at ORC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Radian Group, Inc. | Chairman, CEO; earlier CFO, COO, President | 1992–2005 | Led IPO and NYSE listing; extensive financial and risk oversight |
| Clayton Holdings, Inc. | Chairman & CEO | 2005–2008 | Led IPO and sale; mortgage services leadership |
| American International Group (AIG) | Various VP-level roles; President/CEO & founder of AIG Capital Corp. | 1975–1992 | Built first non-insurance finance unit; derivatives and financing expertise |
| Primus Guaranty, Ltd. (NYSE: PRSG) | Director; Chair of Compensation; Chair of Nominating & Governance | 2002–2014 | Committee leadership in pay and governance |
| Fortegra Financial (NYSE: FRF) | Director; Chair of Nominating & Governance; Chair of Compensation | 2010–2014 | Governance and compensation oversight |
| Impac Mortgage Holdings (NYSE: IMH) | Director; Chair of Audit | 1995–2024 | Long-standing audit leadership |
| Ready Capital Corp. (NYSE: RC) | Director; Chair of Audit | 2014–2024 | Audit leadership at mortgage REIT peer |
External Roles
| Company | Current/Prior | Role | Tenure/Notes |
|---|---|---|---|
| Impac Mortgage Holdings (IMH) | Prior | Director; Audit Chair | 1995–2024 |
| Ready Capital (RC) | Prior | Director; Audit Chair | 2014–2024 |
| Primus Guaranty (PRSG) | Prior | Director; Comp Chair; Nom/Gov Chair | 2002–2014 |
| Fortegra Financial (FRF) | Prior | Director; Nom/Gov Chair; Comp Chair | 2010–2014 |
No current outside public company boards disclosed for 2025; all committees at ORC are composed of independent directors .
Board Governance
- Independence: Board determined Filipps is independent; four of six directors are independent (Bitting, Filipps, Morabito, Parker) .
- Lead Independent Director: Filipps; duties include agenda input/approval, presiding over executive sessions, coordinating committee coverage, facilitating management communications, and shareholder engagement .
- Committees: Audit (Morabito, Chair; members Bitting, Filipps), Compensation (Bitting, Chair; members Filipps, Parker), Nominating & Corporate Governance (Parker, Chair) .
- Attendance: Board held 16 meetings in 2024; each director attended >75% of Board and committee meetings; all attended the 2024 annual meeting .
- Governance policies: Majority voting with director resignation policy; bylaws can be amended by shareholders; robust anti-pledging/hedging policy; minimum stock ownership guidelines apply; annual board/committee self-evaluations; independent director executive sessions .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $87,500 | Quarterly cash: $18,750 (H1) and $25,000 (H2) per director |
| Lead Independent Director retainer | $25,000 | Filipps received this as Lead Independent Director |
| Committee fees – Audit Chair | $17,500 (Chair); $2,500 (member) | Filipps was an Audit member (not Chair) in 2024 |
| Committee fees – Compensation Chair | $10,000 (Chair); $2,500 (member) | Filipps was a Compensation member |
| Committee fees – Governance Chair | $10,000 (Chair); $2,500 (member) | Filipps not disclosed as Governance member |
| Meeting fees (H1 2024) | $1,500 in-person; $1,000 telephonic | No meeting fees H2 2024; replaced by committee retainers |
| Total fees earned (Filipps) | $144,000 | 2024 cash compensation paid |
Performance Compensation
| Component | Structure | 2024 Award (Filipps) |
|---|---|---|
| Annual equity compensation (director) | DSUs, immediate vest; dividend equivalents; settled later | $92,500 grant value |
| Options | Not used for directors/executives at ORC | None |
Performance metric framework (for executive LTICP oversight and pay-for-performance alignment):
| Metric | 1-year Pool Max | 3-year Pool Max | 5-year Pool Max |
|---|---|---|---|
| Peer-relative financial performance | 9.00% of management fees | 15.75% | 20.25% |
| Agency RMBS rate relative performance | 6.00% | 10.50% | 13.50% |
| Peer-relative book value performance | 5.00% | 8.75% | 11.25% |
| Total per period | 20.00% | 35.00% | 45.00% |
Thresholds and scaling:
- Agency RMBS benchmark: 5.3175% avg current-coupon Agency RMBS rate plus 400 bps; no credit unless performance exceeds 9.3175% times years in period .
- Max awards require exceeding thresholds by 5%/10%/15% (financial, RMBS-relative) and 2%/4%/6% (book value) for 1-/3-/5-year periods; linear interpolation applies .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Exposure |
|---|---|---|
| Ready Capital (RC) | Mortgage REIT | Overlapping mortgage finance domain; prior audit chair, information flow familiarity |
| Impac Mortgage (IMH) | Mortgage | Mortgage credit expertise; audit leadership |
| Primus Guaranty (PRSG) | Credit derivatives | Risk management exposure |
| Fortegra Financial (FRF) | Insurance services | Compensation/governance expertise |
ORC’s Related Party Transaction Policy requires Audit Committee review and director recusal; no related person transactions involving Filipps disclosed for 2024–2025 .
Expertise & Qualifications
- Designated Audit Committee financial expert; financially literate under NYSE standards .
- Deep mortgage/credit markets leadership (Radian, Clayton) and public company governance experience across audit, compensation, and nom/gov committees .
- Lead Independent Director responsibilities include agenda control, executive sessions, risk oversight coordination, and shareholder engagement .
Equity Ownership
| Holder | Shares | Composition | % Outstanding |
|---|---|---|---|
| Frank P. Filipps | 41,583 | Includes 36,124 DSUs; 1 DSU = right to 1 share; dividend equivalents apply | <1% |
- Director ownership guidelines: 3x annual cash retainer; all directors met guidelines by April 28, 2025 .
- Anti-hedging/anti-pledging: Directors prohibited from hedging, short-selling, pledging or holding in margin accounts .
Governance Assessment
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Strengths:
- Independent lead director with defined authorities; all committees staffed by independent directors; two audit financial experts on Audit Committee .
- Documented majority voting with resignation policy; robust stock ownership and anti-hedging/pledging policies; recurring executive sessions .
- Broad cross-industry governance experience (audit/comp/nom-gov) and mortgage finance expertise directly relevant to ORC’s Agency RMBS strategy .
-
Risks/Watch items:
- External management structure can create alignment challenges; Compensation Committee uses multi-year, book value–preservation metrics to mitigate risk-taking, but continued monitoring warranted .
- Historical book value impairment events impacted executive Performance Units (indicative of macro risk); not a direct director compensation issue but relevant for oversight rigor .
- Attendance disclosure is threshold-based (>75%); absence of exact director-specific attendance percentages reduces precision, though board-wide standards met .
-
Shareholder sentiment:
- Say-on-pay support at ~84% in 2024 indicates broad investor acceptance of compensation philosophy and oversight; no changes made in response .
Notes
- Committee assignments (current): Audit Committee member (financial expert); Compensation Committee member; Lead Independent Director; not chairing a committee in 2024 .
- 2024 director compensation (Filipps): $144,000 cash; $92,500 DSUs; total $236,500 .
- Biographical details, tenure, age, education, and qualifications compiled from ORC 2025 Proxy .