Paula Morabito
About Paula Morabito
Independent director at Orchid Island Capital, Inc. (ORC); age 69; director since December 2017. Former audit partner at Ernst & Young LLP, where she led the Southeast Region Real Estate, Hospitality & Construction practice (2007–2016) and served on the Southeast Region Assurance Operating Committee and Real Estate Operating Committee; currently a consultant with Morabito Consulting LLC. Recognized by the Board as an audit committee financial expert; brings ~35 years of accounting and real estate finance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Audit Partner; Real Estate, Hospitality & Construction Leader (SE Region) | 2007–2016; >25 years at EY overall | Served on Southeast Region Assurance Operating Committee and Real Estate Operating Committee; senior leadership in audit and real estate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Morabito Consulting LLC | Consultant | Current | Advisory/consulting; no public company directorships disclosed |
Board Governance
- Independence: Determined independent by the Board under NYSE standards; independent directors include Paula Morabito .
- Committees: Audit Committee Chair; designated audit committee financial expert. Audit Committee members are independent and financially literate .
- Board structure: Six directors; majority independent; Lead Independent Director is Frank P. Filipps .
- Meetings and attendance: Board held 16 meetings in 2024; each director attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: 2024 meetings—Audit (9), Compensation (5), Nominating & Corporate Governance (5) .
- Policies strengthening governance: Majority voting with resignation policy; prohibition on pledging/hedging; minimum stock ownership guidelines; annual Board/committee self-evaluation; clawback policy for executives .
Fixed Compensation
| Component | H1 2024 (Jan–Jun) | H2 2024 (Jun–Dec) | 2024 Total |
|---|---|---|---|
| Annual Cash Retainer (program terms) | $18,750 per quarter for non‑employee directors | $25,000 per quarter for non‑employee directors | Program terms (company-wide) |
| Audit Chair Retainer (program terms) | $3,750 per quarter | $5,000 per quarter | Program terms (company-wide) |
| Committee Member Retainer (program terms) | Meeting fees only: $1,500 in-person; $1,000 telephonic per meeting | $1,250 per quarter per committee (no meeting fees) | Program terms (company-wide) |
| Paula Morabito – Fees Earned/Paid in Cash | — | — | $126,500 |
| Notes | Meeting fees applied in H1 2024; quarterly committee member retainers applied in H2 2024 | No meeting fees in H2 2024 | Audit Chair; independent director |
Performance Compensation
| Element | Structure | Metrics | 2024 Value |
|---|---|---|---|
| Director Equity – DSUs | Granted quarterly; immediately vested; settled at future date per director election; dividend equivalent rights; no voting rights | None (not performance-conditioned for directors) | $92,500 grant-date fair value for Paula |
No director options or non-equity incentive plan compensation; DSUs are not tied to explicit performance metrics for directors .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Overlap/Interlocks |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or interlocks disclosed for Morabito |
Expertise & Qualifications
- Audit/financial reporting: Audit partner background; audit committee financial expert designation .
- Real estate finance: Led EY’s SE Region real estate practice; extensive RMBS/REIT-relevant accounting and risk oversight expertise .
- Governance: Serves as Audit Chair; Board skills matrix highlights strong financial reporting/accounting and risk oversight competencies across directors, aligned with her role .
Equity Ownership
| Holder | Shares Beneficially Owned | DSUs Included | % of Class |
|---|---|---|---|
| Paula Morabito | 39,196 [includes 37,935 DSUs] | 37,935 DSUs | <1% (*) |
- Ownership guidelines: Directors must hold common stock or DSUs equal to 3× annual cash retainer; all directors met guidelines as of April 28, 2025 .
- Pledging/hedging: Prohibited for directors and officers .
- Insider trading compliance: Subject to preclearance and blackout periods; policy on file with 2024 Form 10‑K .
- Section 16(a): No delinquent filings noted for Morabito; one late filing disclosed for another director (Bitting) .
Governance Assessment
- Strengths:
- Independent Audit Chair with audit committee financial expert designation; robust experience in audit and real estate finance—supports high-quality financial oversight .
- Solid engagement: Board met 16 times; >75% attendance; active committee cadence (Audit 9 sessions) .
- Alignment mechanisms: DSUs with dividend equivalents and minimum ownership guidelines; prohibition on pledging/hedging; independence of all committees .
- Potential risks/monitoring points:
- External manager structure (Bimini) necessitates vigilant related-party oversight; Audit Committee charged with conflicts oversight and related-person transaction policy with recusals—appropriate mitigants in place .
- Executive incentive clawback applies to executives; director equity is time-based DSUs—no pay-for-performance metrics for directors; investors may prefer clearer performance linkage for board equity, though DSUs and ownership guidelines provide alignment .
- Shareholder signals:
- Say‑on‑Pay support was ~84% in 2024—suggests general investor acceptance of compensation framework; maintained approach in response .
RED FLAGS
- Related-party transactions involving Morabito: None disclosed .
- Hedging/pledging: Prohibited; no exceptions disclosed .
- Attendance issues: None; >75% attendance and annual meeting attendance reported .
- Section 16 compliance: No issues disclosed for Morabito .
Appendix: Director Compensation Details (Program)
| Item | Amount |
|---|---|
| Annual cash retainer (2024 program) | $87,500 blended; quarterly $18,750 (H1), $25,000 (H2) |
| Annual equity (DSUs) target | $85,000 (H1 annualized); $100,000 (H2 annualized) |
| Audit Chair retainer | $3,750 per quarter (H1); $5,000 per quarter (H2) |
| Committee member retainer | $1,250 per quarter per committee (H2 only) |
| Meeting fees (H1 only) | $1,500 in-person; $1,000 telephonic; none in H2 |
| Lead Independent Director retainer | $25,000 (role held by Filipps) |
(*) Less than 1% of outstanding common stock .