Donna Blank
About Donna J. Blank
Donna J. Blank, 63, has served on AGNC’s Board since 2018 and is an independent director under Nasdaq rules. She is a seasoned finance executive with 30+ years in financial services, a designated “audit committee financial expert,” and currently chairs AGNC’s Audit Committee while serving on the Executive Committee. She holds an MBA in Finance and a Master of International Affairs from Columbia University, and completed MIT Sloan’s Executive Education in Cybersecurity Leadership in 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZAIS Group, LLC | Chief Financial Officer | 2015–2016 | Also CFO of its externally managed publicly traded residential mortgage REIT and its public holding company |
| NFP Corp. (public insurance brokerage) | Chief Financial Officer; Executive Vice President | 2008–2013 | Senior public-company financial leadership |
| Financial Guaranty Insurance Company (FGIC) | Chief Financial Officer | 2003–2008 | Led finance before and after sale by GE Capital to investor group in late 2003 |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Wellabe Mutual Holding Company | Chair, Audit & Risk Committee | Mutual holding company | Current role; underscores risk oversight expertise |
| Wellabe Mutual Holding Company | Lead Independent Director; Chair, Audit & Risk Committee | Mutual holding company | Disclosed in prior-year proxy; indicates elevated governance responsibility |
No compensation committee interlocks or insider participation were reported in 2024 .
Board Governance
- Committee assignments: Audit Committee Chair; Executive Committee member; not on Compensation & Corporate Governance Committee .
- Independence: Independent under Nasdaq rules; Board comprises nine members with seven independent directors .
- Meetings and attendance: 2024—Board held 8 meetings; Audit held 5; Compensation held 6; independent directors held executive sessions. Each independent director attended all Board and committee meetings except one independent director missed one Board meeting. Proxy highlights state “100% attendance at 95% of our Board and committee meetings in 2024” .
- Lead Independent Director: Prue B. Larocca serves as Lead Independent Director and Vice Chair; also chairs Executive Committee .
- Majority voting and resignation policy for directors in uncontested elections; mandatory resignation upon failure to secure majority support .
- Audit Committee: Blank chairs; Audit Committee designated Blank and Spark as “audit committee financial experts”; EY appointed for 2025; committee’s independence affirmed .
- Compensation consultant: FW Cook advises Compensation Committee on executive and director compensation practices .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Board cash retainer (independent directors) | $125,000 (increased in 2023) | $125,000 |
| Audit Committee Chair additional retainer | $35,000 | $35,000 |
| Cash fees paid (Donna J. Blank) | $148,750 | $160,000 |
| RSU grant date | Apr 20, 2023 | Apr 18, 2024 |
| RSUs granted (units) | 16,533 (value $165,000 ÷ $9.98 close) | 18,211 (value $165,000 ÷ $9.06 close) |
| Stock awards grant-date fair value (ASC 718) | $165,000 | $165,000 |
| RSU vest timing | Earlier of next annual meeting or 1-year anniversary; dividend equivalents accrue | Earlier of April 18, 2025 or 2025 annual meeting; dividend equivalents accrue |
| Total director compensation (Donna J. Blank) | $313,750 | $325,000 |
Notes: Director cash retainer levels increased in 2023 following Compensation Committee’s market review with FW Cook and remained reasonable for 2024. Vice Chair/Lead Independent Director receives an additional $140,000 cash retainer (not applicable to Blank) .
Performance Compensation
Independent directors do not receive performance-based equity awards at AGNC; director equity is time-based RSUs with dividend equivalents. Accordingly, no performance metrics apply to director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Conflicts |
|---|---|---|---|
| Wellabe Mutual Holding Company | Mutual holding company | Chair, Audit & Risk Committee | No related-person transactions at AGNC in 2024; no compensation committee interlocks reported |
AGNC reports “No director serves on more than two other boards of public companies or mutual fund complexes,” a safeguard against overboarding; no other public-company boards are disclosed for Blank .
Expertise & Qualifications
- Audit committee financial expert (Item 407 Reg S-K) .
- Senior CFO roles across financial services (ZAIS, NFP, FGIC), including public-company experience and REIT sector exposure .
- Advanced education in finance and international affairs (Columbia University); Cybersecurity Leadership executive program (MIT Sloan, 2022), relevant to audit/risk oversight .
- Executive Committee experience and Audit Chair leadership at AGNC .
Equity Ownership
| As of Feb 21, 2025 | Beneficially Owned Shares (#) | Unvested Shares (#) | Vested/Deferred Shares (#) | Total per Ownership Guidelines (#) | % of Common Shares Outstanding |
|---|---|---|---|---|---|
| Donna J. Blank | 17,218 | 20,568 | 46,480 | 84,266 | <1% (out of 915,463,675 shares) |
| AGNC shares outstanding | 915,463,675 common shares |
- Ownership guidelines: directors encouraged to own ≥5x annual cash retainer ($125,000), with unvested time-based RSUs and deferred vested RSUs counted; all directors were in compliance as of Feb 21, 2025 .
- Hedging/pledging: prohibited for directors and executives; no margin loans or short sales permitted .
Governance Assessment
- Strengths: Independent director with deep finance and REIT-sector experience; Chairs Audit Committee and serves on Executive Committee; Audit Committee independence and expertise affirmed; strong Board attendance culture; robust anti-hedging/pledging policy; director ownership guidelines with documented compliance; no related-person transactions in 2024; no compensation committee interlocks .
- Alignment: Meaningful aggregate ownership inclusive of beneficial, deferred, and unvested RSUs; equity grants structured as time-based RSUs encourage long-term alignment without introducing performance metric distortions at the director level .
- Areas to monitor: Aggregated attendance disclosure notes one independent director missed one Board meeting (identity not disclosed); continue monitoring overboarding risk (policy cap in place) and any changes in external roles; ensure sustained independence of audit oversight and rotation of external auditor as appropriate .
RED FLAGS: None disclosed for 2024—no related-party transactions; hedging/pledging prohibited; no compensation committee interlocks; director stock ownership guideline compliance reported .