Carolyn Downey
About Carolyn Downey
Carolyn Downey, age 75, has served as an independent director of ARMOUR Residential REIT, Inc. since September 2013. She brings 30+ years of institutional capital markets experience, including structured finance, investment banking, and derivatives, and holds a B.A. from St. Mary’s College, a B.S. in Accounting from Boston University, and an M.B.A. from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBS Greenwich Capital | Managing Director; executive roles in fixed income sales/trading/finance; primary dealer | 1989–2007 | Led REIT, FI, hedge fund relationships; structured/distributed mortgage/CMO/NIM securities; advised hedging via derivatives/swaps |
| Salomon, Inc. | Vice President, Fixed Income Sales | 1981–1989 | Managed equity tranches/residual product placement; sourced residuals from mortgage originators/issuers |
| Various | Mortgage product specialist (London); thrift specialist (New York) | Not specified | Specialized product roles in mortgage/thrift sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| St. Ann School (East Harlem) | Advisory Board Member | Through 2020 | Partnership of patrons, Archdiocese, and school leaders |
| Student Sponsor Partners | Director (prior service) | Not disclosed | Non-profit board service |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirmatively determined Ms. Downey is independent under NYSE rules |
| Committee Assignments | Nominating & Corporate Governance Committee (NCG) member; Co-Chair since April 2024 |
| Audit Committee | Not a member; Audit Committee financial experts are Hain, Hollihan, Paperin, Behar |
| Compensation Committee | Not a member; Compensation Committee consists of Hain (Chair), Paperin, Behar |
| Board Meetings (2024) | Board: 9; Audit: 7; Compensation: 2; NCG: 1 |
| Attendance (2024) | Each director attended at least 75% of Board and applicable committee meetings |
| Tenure | Director since September 2013 |
| Lead Independent Director | Hollihan became Lead Independent Director in April 2024 (context for board leadership) |
| ESG Oversight | NCG oversees ESG-related corporate actions and disclosure affecting long-term performance/risk management |
| Independent Sessions | Regular meetings of independent directors without management and with independent auditors |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Retainer – Cash | $66,000 | Standard non-management director cash portion |
| Annual Retainer – Stock/Cash Option | $66,000 | Payable in stock, cash, or combination (to cover taxes) at director’s option |
| Committee Co-Chair Retainer (NCG) | $8,785 | Annual $12,500 prorated from April 2024 for Co-Chair role |
| 2024 Actual – Cash | $74,785 | Includes cash retainer and prorated committee cash retainer |
| 2024 Actual – Stock | $66,000 | Stock portion of annual retainer |
| 2024 Total | $140,785 | Sum of cash and stock retainers |
Performance Compensation
| Award Type | Grant Date | Grant Size | Vesting Schedule | Notes |
|---|---|---|---|---|
| Stock (time-based) | Jan 2020 | 3,600 shares | Vested ratably each quarter over 2 years; fully vested | Grant to each non-management director including Ms. Downey under the Plan |
| Stock (time-based) | Jan 2021 | 2,500 shares | Vests over 5 years: 120 shares on Feb 20, 2021; 120 on each following May 20, Aug 20, Feb 20 through Aug 20, 2025; 140 on Nov 20, 2021 and each Nov 20 through Nov 20, 2025 | Time-based for non-management directors |
| Stock (time-based) | Feb 2023 | 8,000 shares | Vests over 5 years: 400 shares on Feb 20, 2023; 400 on each following May 20, Aug 20, Nov 20, Feb 20 through Nov 20, 2027 | Time-based; directors may elect cash solely to cover taxes |
| Options/PSUs | N/A | N/A | N/A | Outstanding awards under the equity plans are unvested RSUs; no director options outstanding disclosed |
No performance metrics (e.g., TSR/EBITDA goals) are tied to director equity; director awards are time-based. Deferred stock units under the Director Compensation and Deferral Program settle per election (lump sum or installments up to 10 years) but accelerate to lump sum upon death/disability or change of control .
Expertise & Qualifications
- 30+ years in structured finance and capital markets, including mortgage/CMO structuring and derivatives hedging expertise .
- Degrees: B.A. (St. Mary’s College), B.S. Accounting (Boston University), M.B.A. (Stanford GSB) .
- Provides financial, leadership, and management advice across critical areas of board oversight .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Shares Outstanding | Ownership % | Notes |
|---|---|---|---|---|
| Mar 7, 2025 | 20,643 | 79,968,016 | ~0.026% | Less than 1%; includes shares issuable within 60 days |
| Oct 1, 2025 | 24,212 | N/A | N/A | Updated holdings after receiving 1,104 shares via quarterly stock election at $14.94 |
Ownership Alignment Policies
- Stock ownership guideline for non-executive directors: minimum basis of $198,000 (3x $66,000 base cash retainer); compliance required within 5 years; all directors are in compliance as of proxy date .
- Policy prohibiting hedging/pledging for directors and officers; no securities of directors/officers are pledged as of proxy date .
Insider Trades
| Date | Transaction | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| Oct 1, 2025 | Stock award election (quarterly board compensation) | 1,104 | $14.94 | 24,212 | |
| Aug 22, 2024 | Converted 260 of 520 vested phantom stock into common shares | 260 | N/A | N/A |
Governance Assessment
- Positive signals
- Independence affirmed; committees composed exclusively of independent directors; NCG co-chair role elevates governance influence and ESG oversight .
- Strong attendance threshold met; Board and committees active (Board: 9 meetings; Audit: 7; NCG: 1 in 2024) .
- Pay mix includes mandatory equity component and elective stock elections, supporting ownership alignment; compliance with 3x retainer ownership guideline and prohibition on hedging/pledging reduces misalignment risk .
- Clawback policy implemented (exec officers) and majority voting/resignation policy for directors; independent sessions enhance oversight .
- Watch items / potential red flags
- Long tenure (since 2013) can raise entrenchment concerns; Board highlights balancing long tenure with diversity, but ongoing refreshment should be monitored .
- Ownership percentage relative to outstanding shares is small (~0.026%), typical for REIT directors but still modest; continued stock elections are a positive offset .
- Director equity awards are time-based without explicit performance metrics, reducing direct pay-for-performance linkage at the board level .
Related Party & Conflicts
- Compensation Committee interlocks/insider participation: committee members are independent; no relationships or transactions in 2024 requiring disclosure due to service on the boards/compensation committees of the Company and another entity .
- No pledging/hedging by directors; DSU settlements accelerated on change of control may influence payout timing but are standard .
Director Compensation (Detail)
| Category | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $66,000 | Standard |
| Annual Stock/Cash Option Retainer | $66,000 | Director option to elect stock/cash mix |
| NCG Co-Chair Retainer | $8,785 | Prorated from April 2024 (annual $12,500) |
| Total Earned in Cash (2024) | $74,785 | Retainer + committee cash |
| Total Earned in Stock (2024) | $66,000 | Stock retainer |
| Total Director Compensation (2024) | $140,785 | Aggregate |
Compensation Program Mechanics
- Non-Management Director Compensation & Deferral Program permits elections to receive retainers in cash, unrestricted stock, or fully-vested RSUs; DSUs settle per elected timing or lump sum upon death/disability/change of control .
- Director stock distributions occur quarterly, based on closing price on the NYSE at quarter-end .
- Equity plan capacity: 800,000 authorized; 228,625 available as of Dec 31, 2024; outstanding awards are unvested RSUs (170,020 to be issued upon vesting) .
Notes on Board Composition
- Board independence: 63% independent; 25% female; 13% ethnically/racially diverse; majority election and director resignation policy in place .
Overall, Ms. Downey’s independence, committee leadership in NCG/ESG oversight, consistent meeting participation, and ongoing equity elections support investor confidence; monitor tenure, modest ownership % versus float, and absence of performance-tied director equity as longer-run governance considerations .