W Coleman Bitting

About W Coleman Bitting

Independent director of Orchid Island Capital (ORC) since February 2013; age 59. Background includes founding Flagstone Securities (Head of Corporate Finance) and senior equity research roles at Stifel and Kidder, with a private consulting practice focused on REITs since July 2007; core credentials are capital markets and REIT advisory. The Board has affirmatively determined he is independent under NYSE standards; the Board held 16 meetings in 2024 and each director attended >75% of Board and committee meetings.

Past Roles

External Roles

No current public company directorships disclosed for Bitting in the proxy.

Board Governance

• Independence: Determined independent by the Board; current independent directors are Bitting, Filipps, Morabito, and Parker.
• Committee assignments and chair roles:
  • Audit Committee member; committee had 9 meetings in 2024; Audit Chair is Paula Morabito; two audit committee financial experts (Filipps, Morabito).
  • Compensation Committee Chair; committee had 5 meetings in 2024.
  • Nominating & Corporate Governance Committee chaired by Ava Parker; 5 meetings in 2024.
• Attendance: Board met 16 times in 2024; each director attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting.
• Lead Independent Director: Frank P. Filipps.
• Executive sessions held for independent directors.
• Policies: Majority vote with director resignation policy; prohibition on pledging/hedging; robust director stock ownership guidelines (3× annual cash retainer), with all directors in compliance as of Apr 28, 2025.

Fixed Compensation

• Non-employee director program (2024):
  • Annual cash retainer: $87,500 (Q1–Q2: $18,750/quarter; Q3–Q4: $25,000/quarter).
  • Annual equity compensation in DSUs: target $85,000 (Q1–Q2) and $100,000 (Q3–Q4), granted quarterly; DSUs immediately vested and settle later per election, include dividend equivalent rights, no voting rights.
  • Committee fees: Audit Chair $17,500; Compensation Chair $10,000; Governance Chair $10,000; Committee member retainer $2,500 (Q3–Q4 only); meeting fees Q1–Q2 in-person $1,500, telephonic $1,000 (no meeting fees in Q3–Q4).
• 2024 actual compensation (Bitting): fees earned in cash $120,000; stock awards $92,500; total $212,500.

Performance Compensation

• Director equity: quarterly DSUs for non-employee directors—immediately vested; settle at future date; include dividend equivalents; not performance-conditioned.
• As Compensation Committee Chair, Bitting oversees LTICP metrics for executive incentives (company-managed awards under the 2021 Plan):

• Thresholds/benchmarks: peer-relative financial requires exceeding peer mean; Agency RMBS relative requires exceeding 9.3175% per year; peer-relative book value requires exceeding peer mean; maximums require performance above thresholds (linear interpolation applies).

Other Directorships & Interlocks

• Compensation Committee interlocks: none; no member was an officer/employee of ORC or affiliates in 2024; no insider participation.
• Network interlocks relevant to Bitting: none disclosed beyond ORC role.

Expertise & Qualifications

• Capital markets and REIT finance expertise (founding partner at Flagstone; >$5B equity raised across >40 offerings).
• Senior sell-side equity research experience (Stifel; Kidder).
• Audit Committee member; Compensation Committee Chair (governance and pay oversight).

Equity Ownership

• Beneficial ownership (as of Apr 10, 2025): 40,416 shares; includes 36,124 DSUs (right to receive one share each); less than 1% of outstanding shares.
• Stock ownership guidelines: directors must hold shares or DSUs equal to 3× annual cash retainer within five years; all directors met guidelines as of Apr 28, 2025.
• Pledging/hedging: prohibited for directors.
• Section 16(a) filing: one late Form 4 by Bitting (omitted 39 shares purchased via broker dividend reinvestment plan; corrected on Apr 1, 2025).

Governance Assessment

• Strengths:

  • Independent director with deep capital markets and REIT advisory experience; chairs Compensation Committee and serves on Audit, supporting board effectiveness in pay oversight and financial reporting.
  • Strong governance framework: majority voting with resignation policy; prohibition on pledging/hedging; stock ownership guidelines satisfied; independent directors meet in executive sessions; Lead Independent Director in place.
  • Engagement: Board met 16 times in 2024; each director exceeded 75% attendance; committees active (Audit 9, Compensation 5, Nominating 5).
  • Say-on-Pay support of ~84% in 2024 indicates investor acceptance of compensation approach.

• Watch items and potential conflicts:

  • External management structure: ORC pays a management fee based on stockholders’ equity (not performance-linked); while the Board believes the fee is not likely to have a material adverse effect, alignment relies on equity-based incentives overseen by the Comp Committee.
  • Minor compliance issue: one late Section 16 filing for Bitting related to 39-share DRIP transactions (subsequently corrected).

• Compensation Committee process:

  • No compensation consultant was retained for executive compensation in 2024; Manager indicated executive incentive pay is variable and based on qualitative factors; Comp Committee maintained LTICP structure with clear peer and rate benchmarks.

• Related-party safeguards:

  • Related person transaction policy requires Audit Committee review/approval; independent directors must pre-approve any transactions with Bimini/Manager affiliates; directors recuse from conflicted matters.