Martin Laguerre
About Martin Laguerre
Independent director of Annaly Capital Management (NLY) since 2023; age 51. He serves on the Audit Committee and Corporate Responsibility Committee and is designated an “audit committee financial expert” under SEC rules. Background includes senior investing and operating roles: Co-Head of Global Diversified Private Equity at GCM Grosvenor (March 2025–present), Senior Advisor at Warburg Pincus (2023–March 2025), EVP & Global Head of Private Equity/MD of Capital Solutions at CDPQ (2019–2022), Senior Principal at CPP Investment Board (2016–2019), and Managing Director at GE Power & Water (2010–2016). Education: B.Comm (McGill), MBA (Chicago Booth), CFA; Desautels Global Expert at McGill.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GCM Grosvenor (NASDAQ: GCMG) | Co-Head, Global Diversified Private Equity | Mar 2025–present | — |
| Warburg Pincus | Senior Advisor (capital solutions, financial services, business services) | 2023–Mar 2025 | — |
| Caisse de dépôt et placement du Québec (CDPQ) | EVP & Global Head of Private Equity; MD Capital Solutions | 2019–2022 | — |
| CPP Investment Board (CPPIB) | Senior Principal | 2016–2019 | — |
| GE Power & Water | Managing Director | 2010–2016 | — |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Competitive Power Ventures | Board Member | Current | Private | Energy portfolio oversight |
| McGill University Board of Governors | Investment Committee Member | Current | Non-profit | University endowment oversight |
| Kestra Holdings | Board Member (representing Warburg Pincus) | Prior | Private | Prior sponsor representation |
| Sagen MI Canada | Board Member (representing CDPQ) | Prior | Public (historical) | Mortgage insurer board experience |
| Cordelio Power Inc.; Auren Energia SA; JV with Enbridge | Board Member (representing CPPIB) | Prior | Private/Public (Auren Energia SA) | Energy/infrastructure governance |
| Other current public company boards | None | — | — | “0” listed for Laguerre |
Board Governance
- Independence: Board determined Laguerre is independent; 89% of continuing directors are independent. Regular executive sessions held (11 in 2024).
- Attendance: Board met 11 times in 2024; all directors attended at least 75% of Board and committee meetings during their service.
- Committee assignments: Audit Committee member (6 meetings in 2024) and Corporate Responsibility Committee member (4 meetings in 2024). Designated by Board as an Audit Committee Financial Expert.
- Board refreshment: Annually evaluated composition and succession; policy limits other public boards to three (non-CEOs) and one (sitting CEOs).
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 6 |
| Corporate Responsibility | Member | 4 |
Fixed Compensation
| Component | Amount/Detail |
|---|---|
| Fees Earned in Cash (2024) | $120,000 |
| Equity Grant (DSUs) – Grant Date | May 15, 2024 |
| Equity Grant (DSUs) – Fair Value (2024) | $175,000 (grant-date fair value under ASC 718) |
| Director Ownership Guideline | 5x annual cash retainer; 50% net profit shares retention until met; all non-employee directors met or are on track. |
| Committee Member Retainer (all committees, 2025) | $10,000 |
| Committee Chair Retainers (2025) | Audit $25,000; MDC $20,000; other committees $15,000 |
| Independent Board Chair Retainer (2025) | $115,000 |
| DSU Mechanics | Fully vested at grant; settle within 30 days after first anniversary or separation (unless deferred); dividend equivalents in cash or additional DSUs. |
Performance Compensation
Directors do not receive performance-based bonuses or options; equity is delivered as DSUs with time-based vesting and settlement, not tied to performance metrics. No director-specific performance metrics are disclosed for compensation.
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| TSR/Economic Return | No | Director equity is DSUs, not PSUs/metrics |
| ESG/Operational Targets | No | Not part of director pay |
| Options/Strike/Vesting | No | No option awards disclosed for directors |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public company boards | None listed for Laguerre |
| Private/non-profit boards | CPV (current), McGill Board of Governors Investment Committee (current) |
| Prior sponsor-representative boards | Kestra Holdings; Sagen MI Canada; Cordelio Power Inc.; Auren Energia SA; JV with Enbridge |
| Interlocks with NLY customers/suppliers | None disclosed; Company reports no related person transactions since beginning of 2024. |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; deep private equity, fixed income, and investment banking experience; prior board experience at multiple companies.
- Education and credentials: B.Comm (McGill), MBA (Chicago Booth), CFA; Desautels Global Expert.
- Skills matrix: Board-wide skill coverage; Laguerre among directors contributing to finance/accounting, investment management, capital markets; “TOTAL” skills score of 10 for Laguerre.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | 19,834 shares (includes DSUs) |
| DSUs included | 19,834 |
| Percent of Class | <1% |
| Pledging/Hedging | Prohibited by Insider Trading Policy (directors, officers, employees). |
| Ownership Guideline Compliance | All non-employee directors met or are on track to meet 5x cash retainer guideline (individual statuses not broken out). |
Insider Trades
| Date | Filing/Type | Description |
|---|---|---|
| May 15, 2024 | Form 4 | Director award disclosure filed; reflects equity grant activity associated with board service. |
| May 14, 2025 | DSU award (reported by tracker) | DSU grant for directors reported at approximately $175,000 value; consistent with annual DSU awards. |
Note: Company proxy discloses DSU grant date (May 15, 2024) and grant-date fair value ($175,000) for directors; public trackers summarize subsequent awards consistent with proxy practices.
Governance Assessment
-
Strengths
- Independence and audit expertise: Independent director with Audit Committee Financial Expert designation; sits on Audit and Corporate Responsibility committees.
- Attendance and engagement: Board met 11 times; all directors ≥75% attendance; independent directors held 11 executive sessions, supporting robust oversight.
- Alignment and safeguards: DSU equity grants, 5x cash retainer ownership guideline, and prohibition on pledging/hedging reinforce investor alignment and risk controls.
- Conflicts oversight: Formal related party transaction approval policy; no related person transactions requiring disclosure since beginning of 2024.
-
Watchouts / Red Flags
- Say-on-Pay signal: 2024 say‑on‑pay approval was ~63% vs prior five‑year average ~88%, indicating investor concern with executive pay design; Board/MDC committee implemented changes for 2024–2025, but continued monitoring of alignment and transparency is warranted.
- Other commitments: While policy limits outside boards, Laguerre’s senior role in private equity implies significant time commitments; NCG annually evaluates director availability and service loads.
Overall, governance profile for Laguerre reflects independence, financial expertise, and appropriate alignment mechanisms (DSUs and ownership guideline), with no disclosed conflicts or related-party exposure; broader board pay program signals from the 2024 vote merit continued attention to investor feedback.