Prue Larocca
About Prue B. Larocca
Prue B. Larocca, age 73, is AGNC’s Lead Independent Director and Vice Chair; she has served on the Board since 2013, was Chair from May 2016 to July 2021, and has been Lead Independent Director since May 2016 and Vice Chair since July 2021 . She is a retired investment banking executive widely recognized for expertise in housing finance and securitization, with a J.D. from Georgetown University Law Center and a degree from Indiana University .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Royal Bank of Scotland (Mortgage- & Asset-Backed Finance Group) | Managing Director | 1997–2011 | Senior leadership in securitization; industry expert |
| Lehman Brothers | Senior Vice President (mortgage finance) | Not disclosed | Mortgage finance leadership |
| Resolution Trust Corporation | Managed consumer and single-family securitization | Not disclosed | Government program securitization leadership |
| Milbank, Tweed, Hadley & McCloy; Kutak Rock | Attorney | Not disclosed | Legal training supporting governance acumen |
External Roles
| Organization | Type | Role | Status / Tenure |
|---|---|---|---|
| Housing Preservation Foundation | Non-profit | Board member | Prior service (dates not disclosed) |
| Washington School for Girls | Non-profit | Board member | Prior service (dates not disclosed) |
| American Securitization Trade Association | Industry association | Board member | Prior service (dates not disclosed) |
| Other public company boards | Public | — | None disclosed |
Board Governance
- Independence: The Board determined all current directors except the CEO (Federico) and Executive Chair (Kain) are independent; Ms. Larocca is independent under Nasdaq rules .
- Leadership and committees: Larocca is Lead Independent Director and Vice Chair; she chairs the Executive Committee and serves on the Audit and Compensation & Corporate Governance Committees .
- Defined LID duties: She leads independent directors, can call meetings of independents and special Board meetings, collaborates on agendas/materials, liaises between management and independents, co-leads CEO and Executive Chair evaluations, and helps identify/resolve conflicts of interest .
- Committee composition: Audit and Compensation Committees are fully independent; Audit Committee includes Larocca, Blank (Chair), Spark, and Johnson; Blank and Spark are “audit committee financial experts” .
- Attendance and engagement: In 2024 the Board held eight regular meetings; Audit met five times; Compensation met six times. Each independent director attended all Board and committee meetings except one independent director who missed one Board meeting; all directors attended the 2024 Annual Meeting . Governance highlights include regular executive sessions of independent directors and robust stockholder engagement .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer (Board) | $125,000 | $125,000 | Increased to $125k effective July 1, 2023 |
| Additional retainer – Vice Chair & Lead Independent Director | $140,000 | $140,000 | Payable quarterly in advance |
| Committee chair fees | $0 (she was not Audit/Comp chair) | $0 | Audit/Comp chairs receive $35k each; not applicable to Larocca |
| Meeting fees | None disclosed | None disclosed | Program structured around retainers/equity |
| Fees earned (cash total) | $238,750 | $265,000 | Sum of Board + LID/Vice Chair retainers |
| Equity grant (RSUs) – grant-date fair value | $165,000 | $165,000 | Independent director annual RSUs |
| RSU shares granted | 16,533 (4/20/2023) | 18,211 (4/18/2024) | Shares = award value ÷ closing price on grant date |
| Vesting schedule | Earlier of 4/20/2024 or 2024 AGM | Earlier of 4/18/2025 or 2025 AGM | Subject to continued service; dividend equivalents included |
Performance Compensation
| Element | Status | Detail |
|---|---|---|
| Performance-based equity for independent directors | Not applicable | Independent directors do not receive performance-based equity awards; annual grants are time-vested RSUs with dividend equivalents |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Ms. Larocca .
- Compensation committee interlocks: Company disclosed no interlocks or insider participation in 2024 (and 2023) .
- Governance limits: Company guideline that no director serves on more than two other public boards/mutual fund complexes; Board diversity and tenure disclosed at the aggregate level .
Expertise & Qualifications
- Mortgage finance and securitization: Deep expertise across primary/secondary mortgage markets, pooling/securitization, and fixed-income capital markets .
- Independent leadership: Extensive board leadership experience as Chair (2016–2021) and Lead Independent Director/Vice Chair with robust duties to fortify independent oversight .
- Legal and regulatory acumen: Prior legal practice enhances oversight of compliance, governance, and risk .
Equity Ownership
| Metric | Shares |
|---|---|
| Beneficially owned shares | 92,892 |
| Unvested shares (director RSUs) | 20,568 |
| Vested/deferred shares | 5,689 |
| Total (for ownership guideline purposes) | 119,149 |
- Ownership guidelines: Directors are encouraged to own at least 5x the annual cash retainer; until met, must retain at least 50% of shares net of taxes on vesting; unvested time-based RSUs count toward the guideline .
- Compliance: As of February 21, 2025, all directors were in compliance with ownership guidelines .
- Hedging/pledging: Strict prohibition on hedging, pledging, margin loans, short sales, or derivative agreements for directors and executive officers .
Shareholder Voting Signals (2025 Annual Meeting)
| Item | For | Against | Abstain | Non-Votes |
|---|---|---|---|---|
| Election of Prue B. Larocca | 322,494,815 | 8,152,007 | 3,775,348 | 293,874,151 |
| Amendment to increase authorized common shares | 553,570,747 | 62,800,934 | 11,924,640 | — |
| Advisory vote on executive compensation (Say-on-Pay) | 306,410,432 | 20,875,620 | 7,136,118 | 293,874,151 |
| Auditor ratification (EY) | 615,139,628 | 7,598,368 | 5,558,325 | — |
Governance Assessment
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Board effectiveness: Larocca’s dual role as Lead Independent Director and Vice Chair—with authority to lead executive sessions, set agendas, coordinate across all committees, and co-lead CEO/Executive Chair evaluations—supports robust independent oversight and board cohesion .
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Committee coverage: Membership on Audit and Compensation & Corporate Governance, and chairing the Executive Committee, concentrates independent leadership where financial reporting, pay, nominations, and board operations intersect—an alignment that can strengthen controls and strategic oversight .
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Attendance and engagement: High board/committee meeting cadence (8 Board; 5 Audit; 6 Compensation in 2024) with near-full independent director attendance and active investor outreach indicates strong engagement and discipline in oversight processes .
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Alignment and safeguards: Ownership guideline compliance, prohibition on hedging/pledging, and absence of related-person transactions in 2024 and 2023 reduce conflict risk and signal alignment with shareholders .
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Investor confidence signals: Strong Say‑on‑Pay support in 2025 (vote counts above) and previously disclosed 92% support at the 2024 Annual Meeting underpin confidence in compensation governance; Larocca’s election results show substantial shareholder support .
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RED FLAGS highlighted: None identified specific to Larocca; Company disclosed no related-party transactions and prohibits hedging/pledging; no committee interlocks; attendance issues were limited to one independent director missing one Board meeting (not attributed to Larocca) .