Manon Laroche
About Manon Laroche
Independent Director of Annaly Capital Management (NLY) since 2023, age 55, with a B.S. in Applied Math and Economics from Brown University . Former Citigroup Managing Director with deep experience in Agency MBS, mortgages, fixed income financing, repo, leverage and liquidity, and institutional investor coverage . Serves on the Corporate Responsibility and Risk Committees; independence affirmed under NYSE rules and company guidelines for 2025 continuing directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | Managing Director, Global Securitized Markets Sales | 2002–2012 | Led sales for securitized markets |
| Citigroup Inc. | Head of Global Securitized Markets Sales, New York | 2012–2018 | Ran global securitized sales function |
| Citigroup Inc. | Managing Director, Head of Global Spread Products Securitized Sales, North America | 2018–2023 | Headed North America securitized sales within Global Spread Products |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed (current public company boards) | — | — | “Other Current Public Company Boards: 0” |
Board Governance
| Item | Detail |
|---|---|
| Board tenure | Director since 2023 (Independent) |
| Committee memberships | Corporate Responsibility; Risk |
| Committee chair roles | None (CR Chair: Eric A. Reeves; Risk Chair: Thomas Hamilton) |
| Committee meeting frequencies (2024) | Audit: 6; CR: 4; MDC: 7; NCG: 4; Risk: 4 |
| Independence status | Independent per NYSE standards (all continuing directors except CEO) |
| Executive sessions of independent directors | 11 in 2024 |
| Attendance | All directors attended ≥75% of aggregate Board/committee meetings in 2024 |
| Board refreshment | Independent directors capped at earlier of 15 years or age 73; commitment to Independent Board Chair (Thomas Hamilton succeeds Mike Haylon) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $120,000 | Cash fees comprised of base Board retainer plus committee member retainers |
| Committee member retainer | $10,000 per committee | Applies to each standing committee |
| Committee chair fees | Audit: $25,000; MDC: $20,000; Other committees: $15,000 (not applicable to Laroche) | |
| Meeting fees | Not disclosed | — |
Performance Compensation
| Equity Award | Grant Date | Number/Value | Vesting & Settlement | Other Terms |
|---|---|---|---|---|
| Director Deferred Stock Units (DSUs) | May 15, 2024 | $175,000 grant-date fair value | DSUs are fully vested at grant; settle in shares within 30 days after the first anniversary or upon separation (director can elect further deferral) | No voting rights; dividend equivalents in cash or additional DSUs at director’s election; subject to 2020 Equity Incentive Plan limit |
| Options | Not granted | — | — | Company does not currently grant stock options to employees; no option program for directors disclosed |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None (current public boards) | — | No current public company directorships; no disclosed director interlocks or related-party relationships |
Expertise & Qualifications
- Expertise highlighted: Agency MBS, mortgages, fixed income, financing, repo, leverage, liquidity; institutional investor relationships .
- Board skill matrix: Board-wide coverage across risk management, corporate governance, leadership/strategy, capital markets/M&A; Laroche is part of the continuing directors skill profile (total counts shown) .
- Education: B.S. in Applied Math & Economics, Brown University .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 8,583 shares (comprised of DSUs) |
| Ownership % of shares outstanding | Less than 1% |
| Vested vs. unvested | DSUs are fully vested at grant; settlement deferred per plan |
| Pledging/Hedging | Prohibited for directors under Insider Trading Policy (no margin accounts, no pledging; hedging transactions prohibited) |
| Director stock ownership guideline | 5x annual cash retainer; 50% net shares retention until guideline met; all non-employee directors had met or were on track as of proxy date |
Governance Assessment
- Committee engagement: Active member on Corporate Responsibility (oversight of CSR, responsible investments, sustainability, public policy, reputation) and Risk (oversight of capital, liquidity, market/credit/counterparty/operational/compliance/regulatory/legal risks; joint oversight of cybersecurity with Audit) .
- Independence and attendance: Independent director with at least 75% attendance; Board held 11 executive sessions of independent directors in 2024—indicative of strong independent oversight .
- Compensation alignment for directors: Balanced cash/equity design; cash fees of $120,000 and DSU equity of $175,000 in 2024; DSUs fully vested at grant but with deferral and holding features that reinforce alignment; no options; robust ownership guideline and retention policy .
- Potential conflicts and related-party exposure: Company’s related-party policy requires pre-approval; proxy states no related-person transactions since beginning of 2024 requiring disclosure—no red flags noted for Laroche .
- Compensation governance signals: Use of independent consultant F.W. Cook for director pay; independence affirmed, no conflicts found .
- Broader governance context: 2024 Say-on-Pay support at ~63% (below five-year ~88% average) prompting extensive shareholder engagement and program changes for executives; while not specific to Laroche, it is a governance signal for investors to monitor Board responsiveness and MDC oversight .
RED FLAGS: None identified specific to Laroche (no related-party transactions, no pledging/hedging, independent status). Broader governance watch item: relatively low 2024 Say‑on‑Pay support at ~63% requiring continued oversight of compensation changes .
Director Compensation (Detail)
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 120,000 | 175,000 | 295,000 |
Notes:
- DSUs granted on annual meeting date (May 15, 2024), computed per closing price; fully vested; dividend equivalents accrue as cash or DSUs .
- Committee member retainers: $10,000 per committee; chair fees not applicable to Laroche (Audit $25,000; MDC $20,000; other committees $15,000) .
Board Governance Structure (Context for Effectiveness)
- Independent Board Chair, separation of CEO/Chair roles; succession planned from Mike Haylon to Thomas Hamilton at the 2025 Annual Meeting .
- 89% of continuing directors independent; majority voting standard; annual elections; robust stockholder rights (25% threshold to call special meeting) .
- Corporate governance guidelines limit outside public boards (max three for non-CEOs) and audit committee overload limits; Board evaluates time commitments annually .
Related Policies and Controls
- Clawbacks: Two clawback policies covering cash and all equity for restatements and misconduct (“detrimental conduct”) .
- Prohibitions: No hedging or pledging of company stock; no dividends on unearned awards; no option repricing/exchanges without stockholder approval .
- Director education: Orientation and continuing education; NACD membership .
Conclusion for Investors
- Laroche’s securitized products and Agency MBS expertise aligns directly with NLY’s core risk profile and investment activities—valuable on Risk Committee and CSR oversight .
- Compensation and ownership policies support alignment (DSUs, ownership guidelines, retention), with no personal conflicts disclosed; attendance and independence robust .
- Monitor execution of executive compensation reforms following 2024 Say‑on‑Pay and continued Board refresh, but no Laroche‑specific red flags identified .