Jennifer R. Whip
About Jennifer R. Whip
Independent director at Flagstar Financial, Inc. (FLG); age 64; director since 2022. Career background spans 26 years at Fannie Mae in senior roles across single-family business development, lender relations, underserved lending solutions, and eChannel strategy; principal at Cambridge One, LLC; consulting experience at Garrett, McCauley & Co.; holds the Certified Mortgage Banker designation (MBA). Board skills cited include mortgage lending, strategic initiatives, and risk management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fannie Mae | Multiple senior executive roles (single-family business development; lender management; eChannel strategic initiatives) | 26 years | Founding member of Fannie Mae Diversity Advisory Council; executive sponsor of INDUS ERG; awards for volunteerism and Hispanic Networking Group support |
| Garrett, McCauley & Co. | Consultant to financial services firms | N/A | Helped banks/mortgage lenders increase revenues, control costs, manage risks |
| Cambridge One, LLC | Principal | N/A | Mortgage finance advisory and strategic expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neighborhood Housing Services of NYC | Advisory Board Member (former) | N/A | Community housing engagement |
| Fannie Mae (internal) | Diversity Advisory Council (founding member); INDUS ERG (executive sponsor) | N/A | Inclusion and employee resource leadership |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent under NYSE rules; Board reviewed and noted prior loans to two organizations where Ms. Whip serves as a director had been paid in full and closed as of proxy date (no material relationship) |
| Committee Memberships | Audit Committee (member); Risk Assessment Committee (member); Technology Committee (member) |
| Committee Chairs | Audit Chair: Alan Frank; Risk Chair: Allen C. Puwalski; Technology Chair: Marshall Lux |
| Board/Committee Meetings in 2024 | Board held 31; committees held 54; all directors attended at least 75% of aggregate meetings on which they served |
| Director Since | 2022 |
| Lead Independent Director | Steven T. Mnuchin |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned/paid in cash | $120,157 | Board retainer was $75,000 for non-employee directors; cash figure reflects retainer plus committee/other fees as applicable |
| Director equity (grant-date fair value) | $126,438 | Restricted stock/RSUs vest on first anniversary of grant date |
| All other compensation | $748 | Dividends on equity awards |
| Total | $247,343 | Sum of components above |
| Stock ownership guideline | 5× annual cash board retainer for non-executive directors; directors are either in compliance or within five-year phase-in |
Performance Compensation
Directors do not receive performance-based bonuses; equity awards are time-based and intended for alignment rather than pay-for-performance.
| Performance Metric Structure | 2024 Application |
|---|---|
| Annual cash incentive tied to operational/financial metrics | Not applicable to non-employee directors (program applies to executives) |
| Director equity award performance conditions | None disclosed; RSU/restricted stock vests after one year (time-based) |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company directorships reported in proxy |
| Organizations with prior Bank loans | Non-profit/other | Director | Prior loans to two organizations where Ms. Whip serves as director were paid in full and closed; Board affirmed independence |
Expertise & Qualifications
- Mortgage lending/housing finance, strategic initiatives, risk management; Certified Mortgage Banker designation .
- Service on Audit, Risk Assessment, and Technology committees demonstrates financial oversight and cyber/technology risk governance exposure .
- Board skills matrix lists mortgage lending/real estate, risk management, governance, technology, finance among Board competencies; Whip’s profile aligned to “Mortgage Lending” .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 49,377 (0.012% of class) |
| Directly held shares | 35,835 |
| RSUs vesting within 60 days (included in beneficial ownership under SEC rules) | 13,542 |
| Hedging/Pledging | Prohibited for directors under company policy |
| Ownership guideline status | Directors in compliance or within phase-in period (not individualized) |
Governance Assessment
- Board effectiveness: Active participation across Audit (18 meetings), Risk (11), Technology (9); Whip’s committee assignments align with her mortgage/risk expertise and provide oversight of financial reporting, risk appetite, cybersecurity, and IT governance. This breadth is positive for investor confidence.
- Independence and conflicts: Board explicitly reviewed prior loans to two organizations where Whip is a director and concluded independence, with loans paid and closed—mitigates related-party exposure risk.
- Alignment: Meaningful annual director equity grant ($126,438 fair value) plus stock ownership guidelines (5× cash retainer) and prohibition of hedging/pledging support shareholder alignment.
- Engagement/attendance: All directors met the 75% threshold; high committee cadence indicates substantial engagement during a turnaround year.
- Compensation structure quality: Balanced cash/equity; transparency on retainers; no performance pay for directors reduces risk of misaligned incentives; equity is time-based with one-year vest.
RED FLAGS
- Prior lending relationships to entities where Whip serves as director (now paid/closed) warrant continued monitoring for future related-party transactions, despite current independence determination.