Frances Spark
About Frances R. Spark
Frances R. Spark (age 66) is an independent director of AGNC Investment Corp., serving since 2019. She is a Chartered Accountant with deep mortgage finance and public company reporting experience, including CFO roles at CYS Investments (mortgage REIT) and MVC Capital, and prior audit experience at KPMG UK; she is designated an “audit committee financial expert” under SEC rules. Education: BS, University of Southampton (UK). Core credentials: mortgage REIT sector CFO experience, audit chair experience, and risk management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CYS Investments, Inc. (public mortgage REIT) | Chief Financial Officer & Treasurer | 2009–2016 | Previously director and Audit Committee chair from initial capitalization in 2006 until shortly after IPO; expertise in Agency MBS and public company reporting . |
| Sharpridge Capital Management, LP (CYS external manager pre-2011) | Chief Financial Officer & Treasurer | Pre-2011 | Oversight of external manager finance prior to internalization . |
| MVC Capital, Inc. (public BDC) | Chief Financial Officer | 2003–2005 | Public company finance and reporting . |
| Spark Consulting (private) | Principal | N/A | Strategic advisory and business consulting . |
| KPMG (UK) | Auditor | N/A | Chartered Accountant; audit background . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reverse Mortgage Investment Trust (private finance co.) | Independent Director | 2015–2020 | Member of Audit and Risk Committees . |
| CYS Investments, Inc. (public) | Director & Audit Committee Chair | 2006–c. after IPO | Audit leadership; mortgage REIT governance . |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee currently composed of Blank (Chair), Larocca, Johnson, and Spark; all members independent under Nasdaq rules .
- Financial expert: Board determined Spark is an “audit committee financial expert” (Item 407 of Regulation S-K) .
- Independence: All directors other than the Executive Chair and CEO are independent; Spark is listed as independent .
- Attendance: Board held 8 regular meetings in 2024; Audit Committee held 5 and Compensation Committee held 6. Each independent director attended all meetings of the Board and their committees in 2024, except one independent director who missed one Board meeting; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet regularly in executive session during quarterly Board meetings; LID/Vice Chair empowered to convene sessions .
- Related-party policy and conflicts: Audit Committee oversees approval of related-person transactions (> $120,000); directors with potential interest must recuse; no related-person transactions occurred in 2024 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent director) | $125,000 | Payable quarterly in advance . |
| Committee chair fees | $0 | Audit/Comp chairs receive $35,000; Spark is not a chair . |
| Vice Chair/Lead Independent Director fee | $0 | Applies to LID/Vice Chair only ($140,000); Spark does not hold this role . |
| Total fees earned | $125,000 | As reported in 2024 director compensation table . |
- Director compensation philosophy: substantial portion in equity to align interests; cash retainer levels reviewed with FW Cook and increased in 2023; 2024 retainers deemed reasonable by Comp Committee .
Performance Compensation
Independent directors do not receive performance-based equity awards.
| Performance-linked element | Applies to independent directors? | Evidence |
|---|---|---|
| Performance-based equity (PSUs, TSR metrics) | No | “Independent directors do not receive performance-based equity awards”; stock ownership guideline calculation excludes unvested performance-based awards . |
Equity Awards Detail (Time-based RSUs)
| Grant Date | Award Type | Shares Granted | Grant Date Fair Value | Vesting | Dividend Equivalents | Plan |
|---|---|---|---|---|---|---|
| April 18, 2024 | RSUs | 18,211 | $165,000 | Vest on earlier of April 18, 2025 or 2025 Annual Meeting, subject to continued service | Included; RSUs accrue dividend equivalents . | Amended & Restated 2016 Equity Plan . |
| As of Dec 31, 2024 | Unvested RSUs balance | 20,330 | N/A | Includes dividend equivalents | Unvested time-based RSUs count toward ownership guidelines . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | Not disclosed; biography lists prior CYS directorship . |
| Compensation Committee interlocks | None in 2024 (no insider participation or interlocks) . |
| Board limit policy | No director serves on more than two other public company or mutual fund boards . |
Expertise & Qualifications
- Chartered Accountant; audit background at KPMG (UK) .
- Mortgage REIT CFO experience (CYS Investments) and BDC CFO experience (MVC Capital) .
- Audit chair experience; designated audit committee financial expert .
- Risk management, mortgage finance, and public company reporting expertise .
Equity Ownership
Stock ownership guidelines: independent directors encouraged to own at least 5x annual cash retainer ($125,000 in 2024), must retain at least 50% of shares from vesting until minimum met; hedging, pledging, margin loans and short sales prohibited. As of Feb 21, 2025, all directors were in compliance .
| Date (as of) | Beneficially Owned Shares (#) | Unvested Shares (#) | Vested/Deferred Shares (#) | Total Under Guidelines (#) |
|---|---|---|---|---|
| Feb 23, 2024 | 29,892 | 18,756 | 12,906 | 61,554 |
| Feb 21, 2025 | 26,752 | 20,568 | 29,176 | 76,496 |
- Hedging/pledging policy: Prohibits hedging, pledging, margin loans, shorts, or derivative agreements that profit from declines in stock price for directors/officers .
Governance Assessment
- Strengths: Independent status; Audit Committee membership with “financial expert” designation; strong attendance culture; robust anti-hedging/pledging policy and stock ownership guidelines with full compliance; no related-party transactions in 2024; director pay structure balanced with equity to align with shareholders .
- Compensation signals: Cash retainer reviewed with independent consultant FW Cook and increased in 2023; 2024 levels maintained and deemed reasonable; equity via annual time-based RSUs with a one-year vest aligns with service continuity without performance gaming risk .
- Independence & interlocks: Compensation Committee independence affirmed; no interlocks or insider participation; independent directors meet regularly in executive session, supporting oversight quality .
- RED FLAGS: None noted—no related-party transactions, hedging/pledging prohibited, attendance generally strong, and no performance award re-pricing or tax gross-ups disclosed for directors .