Frances Aldrich Sevilla-Sacasa
Director at INVH
Board
About Frances Aldrich Sevilla-Sacasa
Frances Aldrich Sevilla-Sacasa, age 69, has served as an independent director of Invitation Homes since May 2023 and currently chairs the Audit Committee and sits on the Nominating & Corporate Governance Committee . Her background spans CEO and president roles in private banking and wealth management (Banco Itaú International; U.S. Trust; Citigroup) with deep expertise in financial reporting, internal controls, risk management, and governance; the Board has determined she is independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banco Itaú International | Chief Executive Officer | Apr 2012–Dec 2016 | Led financial services and banking operations; governance and controls expertise |
| University of Miami School of Business | Interim Dean; Executive Advisor to the Dean | Jan–Jul 2011; Aug 2011–Mar 2012 | Academic leadership; strategic advisory |
| U.S. Trust / Bank of America Private Wealth Mgmt | President; President & CEO; President (US Trust Company) | Nov 2005–Dec 2008 (various roles through mid-2007) | Wealth management leadership; governance and risk oversight |
| Citigroup Private Banking | President (Latin America; Europe); Head International Trust Business | Prior roles (dates not specified) | International private banking leadership; trust governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camden Property Trust (NYSE: CPT) | Director | Current | Public company board oversight in residential REIT; finance/risk alignment |
| Delaware Funds by Macquarie | Director | Current | Mutual fund board governance; oversight of financial reporting |
Board Governance
- Committees: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board affirmatively determined she is independent under NYSE rules and company guidelines .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board held 6 meetings, Audit 6, Compensation 5, Nominating 4, Investment & Finance 6; all directors attended the 2024 annual meeting .
- 2025 committee composition (post-Annual Meeting): Continues as Audit Chair and Nominating member .
- Executive sessions: Independent directors meet in executive sessions without management; independent chairs preside .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director cash retainer |
| Committee membership fee | $12,500 per committee | Each committee service |
| Committee chair fee | $25,000 | Audit, Compensation, Nominating, Investment & Finance chairs |
| Equity (RSUs) annual grant | $190,000 grant-date value; $190,015 reported | Grants at annual meeting; one-year vest; dividend equivalents accrue |
| Frances A. Sevilla-Sacasa FY2024 cash | $122,500 | Cash includes committee and chair fees where applicable |
| Frances A. Sevilla-Sacasa FY2024 stock awards | $190,015 | ASC 718 grant-date fair value |
| Frances A. Sevilla-Sacasa FY2024 total | $312,515 | Sum of cash and stock |
Performance Compensation
| Metric Framework | Applicability to Directors | Specifics |
|---|---|---|
| Performance-based equity or cash | Not disclosed for directors | Director equity consists of time-vesting RSUs with one-year vest; no director meeting fees; emphasis on equity alignment . Dividend equivalents paid on RSUs . |
Other Directorships & Interlocks
| Company | Overlap Type | Governance Considerations |
|---|---|---|
| Camden Property Trust (CPT) | Residential REIT board | Sector knowledge; monitor for any competitive conflicts; company imposes limits on external boards (≤4 boards; audit committee service limits) . |
| Delaware Funds by Macquarie | Registered funds board | Financial reporting and controls expertise; monitor related-party transactions per policy . |
Expertise & Qualifications
- Financial reporting/internal controls: Audit Committee Chair; qualifies as “audit committee financial expert” per SEC rules (committee-level experts include the chair) .
- Banking/wealth management leadership: CEO/President roles at Banco Itaú International and U.S. Trust; senior roles at Citigroup private banking .
- Governance/risk oversight: Nominating & Corporate Governance Committee member; Audit Committee oversees enterprise risk, cybersecurity, whistleblower, and related-party transactions .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares (Record Date 3/20/2025) | 10,985 | Less than 1% of outstanding; figure includes RSUs vesting within 60 days per note . |
| Unvested RSUs outstanding at 12/31/2024 | 5,330 | 2024 annual RSU grant; scheduled to vest within 60 days of Record Date . |
| Ownership as % of shares outstanding | <1% | Based on 612,883,131 shares outstanding . |
| Director stock ownership guideline | 5x annual cash retainer | Robust stock ownership requirements for directors . |
| Hedging/Pledging policy | Prohibited | Hedging and pledging prohibition disclosed . |
| Dividend equivalents on RSUs | Yes | Paid in cash on same schedule as dividends . |
Governance Assessment
- Strengths:
- Audit Committee leadership with financial expert credentials enhances oversight of reporting, controls, cybersecurity, and related-party transactions; committee submitted its report recommending inclusion of audited financials in the 2024 Form 10-K .
- Clear independence determination and strong attendance support board effectiveness .
- Alignment mechanisms: equity-heavy director pay, 5x retainer ownership guideline, hedging/pledging prohibition, and incentive compensation clawback policy .
- Shareholder confidence backdrop: 92.7% say‑on‑pay approval in 2024 after engagement and program adjustments .
- Potential conflicts and monitoring:
- External boards in adjacent sectors (e.g., CPT) should be monitored for transaction interlocks; company policy mandates review of conflicts and caps on outside board service (≤4 boards; Audit Committee members ≤3 audit committees) .
- No related-person transactions involving directors are described for her; the Audit Committee oversees and must pre-approve any such matters with required recusals .
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, stock pledging, or director perquisites; meeting fees are not paid; no tax gross‑ups .
Net assessment: Sevilla‑Sacasa brings high-caliber financial oversight and governance rigor as Audit Chair, with solid attendance and independence. Equity-linked director pay and strict policies (ownership guideline, hedging/pledging ban, clawback) support alignment; limited external board caps and related‑party review mitigate conflict risk .