Capstead Mortgage Corporation (NYSE:CMO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 23, 2017, Mr. Lance J. Phillips, age 44, was appointed Senior Vice President, Chief Financial Officer and Secretary of Capstead Mortgage Corporation (“Capstead” or the “Company”).Also effective October 23, 2017, Mr. Phillip A. Reinsch resigned from his positions of Chief Financial Officer and Secretary of the Company.Mr. Reinsch will continue serving as President and Chief Executive Officer of the Company.Mr. Reinsch will relinquish his status as the Company’s principal accounting officer immediately after the filing of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2017.
Mr. Phillips joins Capstead from Hunt Utility Services, LLC, the external manager to InfraREIT, Inc., where most recently he served as Vice President, Principal Accounting Officer and Controller of InfraREIT.Mr. Phillips has served in various executive capacities with the Ray L. Hunt family of companies since 2010, after beginning his career at Arthur Andersen, LLP as a member of the audit and advisory services group.Mr. Philips is a certified public accountant.
In connection with his appointment, Mr. Phillips will be paid an annual base salary of $300,000 and will participate, on a pro-rated basis based on his start date, in the Company’s 2017 annual incentive compensation program with an annualized potential payout of 75% of his base salary, if targeted performance levels are achieved.Mr. Phillips will also receive a one-time signing bonus of $125,000, payable in 2018 with the pro-rated 2017 annual incentive program award.In addition, Mr. Phillips received a grant of 75,000 dividend equivalent rights (DERs) for the remainder of 2017.
There are no family relationships between Mr. Phillips and any of the Company’s executive officers or directors.There are no arrangements or understandings between Mr. Phillips and any other person to which he was selected to serve as chief financial officer.Except for his employment relationship with the Company and the compensation provided to him thereunder as described above, neither Mr. Phillips nor any of his related persons (as defined in Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”)) is a party to any transaction in which the Company is a participant that is required to be disclosed under Item 404(a) of Regulation S-K under the Securities Act.
Item 7.01.Regulation FD Disclosure.
On October 23, 2017 the Company issued a press release announcing the appointment of Mr. Phillips.A copy of the press release is furnished with this report as Exhibit 99.1.
The information in Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
|
Exhibit No. |
Description |
|
Exhibit 99.1 |
Press Release issued by Capstead Mortgage Corporation, dated October 23, 2017. |
CAPSTEAD MORTGAGE CORP ExhibitEX-99.1 2 cmo-ex991_6.htm EX-99.1 cmo-ex991_6.htm Exhibit 99.1 CONTACT:Lindsey Crabbe,…To view the full exhibit click here
About Capstead Mortgage Corporation (NYSE:CMO)
Capstead Mortgage Corporation is a self-managed real estate investment trust (REIT). The Company invests in a leveraged portfolio of residential mortgage pass-through securities consisting exclusively of short-duration adjustable-rate mortgage (ARM) securities issued and guaranteed by government-sponsored enterprises (GSEs), either the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan Mortgage Corporation (Freddie Mac) (together, the GSEs), or by an agency of the federal Government, the Government National Mortgage Association (Ginnie Mae). The Company finances its residential mortgage investments primarily by borrowing under repurchase arrangements with commercial banks and other financial institutions supported by its long-term investment capital. The repurchase arrangements entered into by the Company involve the sale and a simultaneous agreement to repurchase the transferred assets at a future date.