IVR: Board Chair and Audit Committee Succession Announced

Q: What director retirements did Invesco Mortgage Capital (IVR) announce?

The company announced that John Day will retire from the Board effective December 31, 2025 (stepping down as Chair on November 4, 2025), Carolyn Handlon will not seek re-election and will retire as Audit Committee Chair on December 31, 2025 while remaining on the Board through the 2026 annual meeting, and Carolyn Gibbs will retire from the Board effective March 31, 2026.

Q: Who will become Chair of the Board and when?

Don Liu was elected to serve as Chair of the Board effective November 4, 2025.

Q: What committee leadership changes were made?

The Board elected Wes McMullan to chair the Nomination and Corporate Governance Committee effective November 4, 2025, and Robert Fleshman to chair the Audit Committee effective January 1, 2026.

Q: Did the company report any disagreements related to these departures?

No. The filing explicitly states that none of the retirements are due to any disagreement with the company on matters relating to operations, policies, or practices.

Invesco Mortgage Capital Inc. announced planned director retirements and Board leadership changes.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Invesco Mortgage Capital Inc. announced planned director retirements and Board leadership changes. John Day, independent director and Chair, will retire from the Board effective December 31, 2025, and step down as Chair on November 4, 2025. Carolyn Handlon, independent director and Audit Committee Chair, will not seek re-election at the 2026 annual meeting and will retire as Audit Committee Chair on December 31, 2025 while remaining on the Board through the 2026 meeting. Carolyn Gibbs, executive director, will retire from the Board effective March 31, 2026. The Board elected Don Liu to be Chair effective November 4, 2025, named Wes McMullan to chair the Nomination and Corporate Governance Committee effective November 4, 2025, and named Robert Fleshman to chair the Audit Committee effective January 1, 2026; the Board will be reduced from eight to seven directors effective January 1, 2026.

Positive

Planned succession with specific effective dates for Chair and committee leadership to allow orderly transitions
No disagreements reported—the filing states retirements are not due to any disagreement with the company
Internal promotions to Chair and committee chairs (Don Liu, Wes McMullan, Robert Fleshman) provide continuity

Negative

Board size reduced from eight to seven directors effective January 1, 2026, which temporarily lowers director count
Executive director vacancy planned when Carolyn Gibbs retires March 31, 2026, requiring a future appointment

Insights

TL;DR: Board succession is being managed with planned retirements and internal promotions; changes appear orderly and pre-announced.

The filing details staggered retirements of independent and executive directors with no stated disagreements, a reduction in Board size, and internal appointments to key committee chairs. These actions reflect planned governance succession: the Board has named successors for Chair and committee leadership with effective dates to enable transitions. The reduction from eight to seven directors and the stated intention to search for a new independent director are material governance items investors monitor for board independence and oversight continuity.

TL;DR: Retirement timeline and committee reassignments mitigate abrupt vacuums but reduce immediate board membership count.

The company provided specific effective dates for role changes and retirements, which supports orderly handoffs of committee responsibilities—important for audit and nomination oversight. The filing explicitly states none of the retirements stem from disagreements, reducing governance risk signals. The planned decrease in Board size to seven directors is a factual change that may affect committee composition and quorum considerations until replacements are appointed.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

What director retirements did Invesco Mortgage Capital (IVR) announce?

The company announced that John Day will retire from the Board effective December 31, 2025 (stepping down as Chair on November 4, 2025), Carolyn Handlon will not seek re-election and will retire as Audit Committee Chair on December 31, 2025 while remaining on the Board through the 2026 annual meeting, and Carolyn Gibbs will retire from the Board effective March 31, 2026.

Who will become Chair of the Board and when?

Don Liu was elected to serve as Chair of the Board effective November 4, 2025.

What committee leadership changes were made?

The Board elected Wes McMullan to chair the Nomination and Corporate Governance Committee effective November 4, 2025, and Robert Fleshman to chair the Audit Committee effective January 1, 2026.

Will the Board seek new directors following these retirements?

Yes. The filing states the Board intends to initiate a search for an independent director prior to the 2026 annual meeting and to elect a new executive director to fill Ms. Gibbs' vacancy prior to her retirement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/24/2025 - 04:44 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2025

Invesco Mortgage Capital Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-34385

26-2749336

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)


1331 Spring Street N.W., Suite 2500
Atlanta,	Georgia	30309
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (404) 892-0896

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

IVR

New York Stock Exchange

7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock

IVR PrC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the director retirement policy of Invesco Mortgage Capital Inc. (the "Company"), John Day, an independent director of the Board of Directors of the Company (the "Board") and Chair of the Board, will retire from the Board, effective December 31, 2025. Mr. Day will continue to serve as Chair of the Board until November 4, 2025.

On September 23, 2025, Carolyn Handlon, an independent director of the Board and Chair of the Audit Committee, notified the Company that she will not seek re-election at the Company's 2026 annual meeting of stockholders for personal reasons. To allow for transition planning, Ms. Handlon will retire as Chair of the Audit Committee, effective December 31, 2025, while continuing to serve on the Audit Committee and Board through the 2026 annual meeting of stockholders.

On September 23, 2025, Carolyn Gibbs, an executive director of the Board, notified the Company of her retirement from the Board, effective March 31, 2026, in connection with her retirement in 2026 from Invesco Ltd.

None of the above-referenced retirements are due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

In connection with these retirements, on September 24, 2025, the Board took the following actions:

•Elected Don Liu, independent director and current Chair of the Nomination and Corporate Governance Committee of the Board, to serve as Chair of the Board, effective November 4, 2025;

•Elected Wes McMullan, independent director, to serve as Chair of the Nomination and Corporate Governance Committee of the Board, effective November 4, 2025;

•Elected Robert Fleshman, independent director and designated audit committee financial expert, to serve as Chair of the Audit Committee of the Board, effective January 1, 2026; and

•Decreased the size of the Board from eight to seven directors, effective January 1, 2026.

The Board intends to initiate a search for an independent director to join the Board prior to the 2026 annual meeting of stockholders and to elect a new executive director to fill Ms. Gibbs' vacancy prior to her retirement.


Item 7.01			Regulation FD Disclosure.

The Company issued a press release on September 24, 2025 announcing the Board retirements and related changes, which is furnished as Exhibit 99.1.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


Item 8.01			Other Events.

On September 24, 2025, the Company issued a press release announcing that its Board declared a cash dividend of $0.34 per share of common stock for the third quarter of 2025. A copy of that press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.


			(d)			Exhibits.



Exhibit No.						Description
99.1						Press Release, dated September 24, 2025, issued by Invesco Mortgage Capital Inc. (Director Retirements)
99.2						Press Release, dated September 24, 2025, issued by Invesco Mortgage Capital Inc. (Dividend Announcement)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Invesco Mortgage Capital Inc.

By: /s/ Tina Carew

Tina Carew

Vice President, General Counsel and Secretary

Date: September 24, 2025

Source: View Original Filing on SEC EDGAR

IVR: Board Chair and Audit Committee Succession Announced