George H. Haas, IV
Chief Financial Officer, Chief Investment Officer, and Secretary at Orchid Island Capital
Executive
Board
About George H. Haas, IV
George H. Haas, IV, age 48, is Orchid Island Capital’s Chief Financial Officer, Chief Investment Officer, Secretary, and a director, roles he has held since August 2010; he also serves as CFO/CIO/Treasurer and director of Bimini Capital Management (ORC’s manager’s parent) and has over 23 years of mortgage industry experience, including leading ORC’s trading operations since 2004 and serving on the Board of Managers of Royal Palm Capital since 2007 . ORC is an externally managed Agency RMBS REIT; stockholder returns and book value preservation are central to incentive design, with pay outcomes tied to multi-year performance versus a defined peer set and against an Agency RMBS rate benchmark . Recent performance context: Total Shareholder Return (value of $100 invested since 12/31/2019) was $62.76 in 2024 vs $79.80 for the NAREIT Mortgage REIT TRR Index; ORC reported net income of $37.8 million in 2024, following losses in 2023 and 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orchid Island Capital, Inc. | CFO, CIO, Secretary, Director | Since Aug 2010 | Senior investment and finance leadership; board-level oversight in externally managed REIT structure |
| Bimini Capital Management, Inc. | President (historical), CFO, CIO; Director; Board roles since 2008 | Since Apr 2008 | Oversees asset management and external management of ORC via wholly owned manager; sets executive pay at Bimini |
| Bimini Capital Management, Inc. | Senior VP/Head of Research & Trading (prior) | Pre‑Apr 2008 | Led mortgage research/trading foundation for ORC’s strategy |
| Federated/National City Mortgage/Homeside Lending | Mortgage industry roles | Pre‑May 2004 | Built sector expertise prior to joining Bimini; informs ORC’s RMBS portfolio management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Royal Palm Capital, LLC | Board of Managers member | Since 2007 | Governance and investment oversight experience complementary to ORC’s strategy |
| Bimini Capital Management, Inc. | CFO, CIO, Treasurer; Director | Ongoing | Influences manager economics; alignment/independence considerations for ORC |
Fixed Compensation
| Component | ORC-Paid Amount | Notes |
|---|---|---|
| Base salary (paid by ORC) | $0 | ORC does not directly pay salaries; executives are employees of Bimini. ORC reimburses its Manager for CFO compensation allocable to ORC . |
| CFO salary reimbursement to Manager (2024) | ~$0.7 million | ORC reimbursed ~$0.7m as part of ~$3.4m overhead/trading/admin reimbursements in 2024 . |
| Cash bonus (ORC) | $0 | ORC did not pay cash bonuses; awards are generally equity-based under the 2021 Plan . |
| Pension/Deferred Comp | $0 | ORC sponsors no qualified/non-qualified pension or deferred compensation plans . |
Performance Compensation
| Metric | 1-Year Weight (% of Avg Mgmt Fees) | 3-Year Weight | 5-Year Weight | Target/Threshold Definition | 2024 Actual Outcome | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Peer-relative financial performance | 9.00% | 15.75% | 20.25% | Must exceed peer-group mean of dividends + book value change over starting book value; max requires threshold +5%/+10%/+15% for 1/3/5 years . | Not achieved; Committee determined no awards earned for 2024 service under relevant LTICPs . | $0 | Earned bonuses vest 10% per quarter starting after 1-year; dividend equivalents accrue; adjustments for book value events apply . |
| Agency RMBS rate relative performance | 6.00% | 10.50% | 13.50% | Must exceed Agency RMBS rate (5.3175%) + 400 bps multiplied by years in period; max requires threshold +5%/+10%/+15% for 1/3/5 years . | Not achieved; no awards earned for 2024 service . | $0 | Same vest/adjustment mechanics as above . |
| Peer-relative book value performance | 5.00% | 8.75% | 11.25% | Must exceed peer-group mean change in book value; max requires threshold +2%/+4%/+6% for 1/3/5 years . | Not achieved; no awards earned for 2024 service . | $0 | Same vest/adjustment mechanics as above . |
Multi-year stock-based awards to Haas (granted for prior-year performance):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $390,234 | $469,143 | $205,000 |
Award details (2024 grant for 2023 performance under 2019 LTICP):
- Granted March 19, 2024: 11,890 Performance Units ($102,500 grant date fair value) and 11,890 immediately vested shares ($102,500); 4,430 shares withheld for tax .
- Vesting for Performance Units: 10% per quarter beginning March 26, 2025; dividend equivalents accrue; 1 PU settles into 1 share upon vesting .
- 2025 decision: no equity awards earned for 2024 service under 2020/2022/2024 LTICPs (payout zero) .
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 10, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| George H. Haas, IV | 71,350 | <1% | Includes 63,998 shares owned jointly with spouse . |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Award Type | Unvested Units (#) | Market/Payout Value ($) | Vesting Detail |
|---|---|---|---|---|
| Mar 19, 2024 | Performance Units | 11,890 | $92,504 | 10% per quarter starting Mar 26, 2025; subject to adjustment events . |
| Apr 13, 2023 | Performance Units | 11,056 | $86,018 | 10% per quarter starting Mar 26, 2024; subject to adjustment events . |
| Mar 28, 2022 | Performance Units | 1,447 | $11,261 | 10% per quarter starting Mar 26, 2023; subject to adjustment events . |
Additional alignment and pressure indicators:
- Pledging/hedging prohibited for directors and executive officers; insider trading policy requires preclearance and trading windows for certain individuals .
- Executive stock ownership/retention: officers must retain at least 66% of net shares received through ORC’s plans; non-employee directors must hold 3x annual cash retainer (Haas is not a non-employee director) .
- Book value impairment events in 2022 and 2023 triggered forfeitures of Performance Units (Haas forfeited 4,226 units in 2023 and 5,150 units in 2022), evidencing downside alignment to risk management outcomes .
- 2024 vesting activity: 11,441 Performance Units vested for Haas; value realized $95,767; shares are withheld for tax on immediate stock grants as noted above .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Employment relationship | Externally managed; Haas is employee of Bimini/Manager | ORC reimburses Manager for CFO compensation allocable to ORC . |
| Severance | None (no cash severance agreements with NEOs) | ORC is not party to severance/change-in-control cash benefits for Haas . |
| Change-in-control equity acceleration | Single-trigger vesting of all unvested Performance Units upon Change in Control (or death/disability) | Immediate vest without performance adjustments; value at 12/31/2024 ~$189,783 for Haas (units × $7.78) . |
| Clawback | NYSE Rule 10D-1 compliant; 3-year lookback | Applies to incentive-based compensation received on/after Oct 2, 2023; administered by Compensation Committee . |
| Indemnification | Full indemnification agreements with directors/officers | Expense advancement subject to reimbursement if not permitted . |
| Non-compete/Non-solicit/Garden leave | Not disclosed | — |
Board Governance
- Board service and independence: Haas has been a director since August 2010; he is not independent due to his affiliation with Bimini (the Manager’s parent) and his executive roles at Bimini; four of six directors are independent .
- Committee roles: All Board committees (Audit, Compensation, Nominating & Corporate Governance) consist solely of independent directors; Haas is not listed as a member of any committee .
- Board attendance: The Board held 16 meetings in 2024; each director standing for election attended >75% of Board/committee meetings; independent directors held executive sessions .
- Leadership structure: Combined CEO/Chairman (Cauley) with a Lead Independent Director (Filipps); independent committees enhance oversight of management/manager .
- Related-party oversight: Written policy requires independent director approval of any investment transactions with Bimini/Manager; related party transaction policy mandates Audit Committee review and director recusals for conflicts .
Dual-role implications (CFO/CIO + Director; external manager affiliation):
- Independence: Haas’s director role is non-independent; governance mitigants include all-independent committees and a Lead Independent Director .
- Conflicts and alignment: Haas owns 12.4% of Bimini; the Manager is a wholly-owned subsidiary of Bimini; ORC pays a management fee based on stockholders’ equity and reimburses overhead including Haas’s CFO compensation, underscoring potential conflicts addressed by policies and independent oversight .
Compensation Peer Group (Benchmarking)
- Current peer group for LTICP performance measurement: AGNC Investment Corp., Annaly Capital Management, Inc., ARMOUR Residential REIT, Inc., Cherry Hill Mortgage Investment Corporation, Dynex Capital, Inc., Invesco Mortgage Capital Inc.; Cherry Hill internalized its management in Nov 2024 .
- Historical changes: Peer group composition evolved over 2020–2024, removing Capstead and Arlington after acquisitions and adding Invesco; Peer Relative Financial Performance is designated the Company Selected Measure for pay-versus-performance disclosure .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~84% of votes cast supported executive compensation; no changes were made in response; the Board continues to consider vote outcomes in future decisions .
Performance & Track Record Indicators
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Shareholder Return (Value of $100 invested since 12/31/2019) | $93.93 | $68.94 | $79.52 | $62.76 |
| Net Income ($ thousands) | $(64,760) | $(258,453) | $(39,209) | $37,784 |
| Peer Relative Financial Performance (%) | 12.5% | 0.9% | (11.1)% | (5.5)% |
Notable elements:
- Equity-linked awards were reduced by “book value impairment” events in 2022 and 2023, and no awards were earned for 2024 service—directly connecting payouts to multi-year capital preservation and peer-relative performance .
- ORC’s incentive program emphasizes longer horizons (1/3/5 years), book value preservation, and market-rate benchmarks to avoid a peer-driven “risk arms race” .
Investment Implications
- Pay-for-performance alignment: Haas’s ORC compensation is primarily equity-linked and contingent on multi-year performance against peer and market benchmarks; 2024 delivered zero payout under the LTICPs, indicating tight linkage to outcomes and risk discipline .
- Vesting cadence and potential selling pressure: Performance Units vest 10% per quarter starting one year post-measurement period, with dividend equivalents; immediate stock grants have tax withholding (e.g., 4,430 shares withheld in 2024), suggesting periodic vesting-related supply management but no pledging/hedging allowed, and trading requires preclearance .
- Retention and change-of-control dynamics: No cash severance; single-trigger acceleration of all unvested Performance Units on change in control or death/disability (Haas’s unvested units valued ~$189,783 at 12/31/2024), which could front-load equity settlement in a transaction scenario .
- Governance and independence: Haas’s dual role and affiliation with Bimini (12.4% ownership) create inherent conflicts mitigated by independent committees, a Lead Independent Director, and strict related-party and clawback policies; investors should monitor management fee economics, automatic renewal terms, and independent oversight efficacy .
- Signal from pay votes and forfeitures: 84% Say-on-Pay support suggests investor acceptance of the framework, while forfeitures on book value impairment highlight sensitivity to downside risk—useful for evaluating future award expectations and potential estimate revisions .