Priscilla Almodovar
About Priscilla Almodovar
Priscilla Almodovar, 57, has served on Realty Income’s Board since 2021 and is currently an independent director and Chair of the Audit Committee. She is President & CEO and a member of the Board of Directors of Fannie Mae (Federal National Mortgage Association) since December 2022; prior roles include CEO of a national affordable housing investment platform (2019–2022), Managing Director at JPMorgan Chase (2010–2019), CEO of the New York State Housing Finance Agency/State of New York Mortgage Agency (2006–2009), and equity partner at White & Case LLP (1990–2004). She holds a J.D. from Columbia Law School and a B.A. in Economics from Hofstra University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National affordable housing investment platform | President & CEO | Sep 2019–Dec 2022 | Led affordable housing investment platform |
| JPMorgan Chase | Managing Director, led national real estate businesses | Jan 2010–Sep 2019 | Focused on commercial real estate and community development |
| NYS HFA/SONYMA | President & CEO | 2006–2009 | State housing finance leadership |
| White & Case LLP | Equity Partner (partner since 1998) | 1990–2004 | Specialized in international project finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fannie Mae | President & CEO; Director | Since Dec 2022 | CEO and board member |
| U.S. Secretary of Energy Advisory Board | Member (prior) | Not disclosed | Federal advisory role |
| VEREIT, Inc. | Director | Feb 2021–Nov 2021 (until merger with O) | Board service pre-merger |
Board Governance
- Independence: The Board determined Ms. Almodovar is independent under NYSE standards and company guidelines .
- Committee assignments: Audit Committee Chair; members include A. Larry Chapman, Jeff A. Jacobson, and Gregory T. McLaughlin .
- Financial expertise: Audit Committee has designated Ms. Almodovar an “audit committee financial expert;” all members are financially literate and meet SEC audit committee independence requirements .
- Audit Committee activity and scope: Met 7 times in 2024; oversees financial statement integrity, legal/regulatory compliance, internal audit and independent auditor, ERM, cybersecurity/privacy, tax, sustainability quantitative disclosures, and related-party transaction reviews .
- Audit Committee report: Recommended inclusion of 2024 audited financials in Form 10-K; oversees auditor KPMG’s independence/performance and lead partner rotation .
- Board attendance and engagement: Board met 8 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board size/refresh: 10 nominees for 2025 after one director not standing for re-election; Nominating/Corporate Governance Committee annually assesses background, contributions, time constraints (including other board service), tenure, and diversity of perspectives .
- Board load limits: Directors may not sit on more than five public company boards (four if serving as a chair/lead independent elsewhere) .
Fixed Compensation
| Component (Director, 2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $70,000 | Matches Board member ($35,000) + Audit Chair ($35,000) retainers |
| Stock Awards (grant-date fair value) | $207,000 | 4,000 restricted shares granted May 30, 2024 at $51.75; dividends paid on restricted stock |
| All Other Compensation | — | None |
| Total | $277,000 | Sum of cash + equity |
Director compensation program details:
- 2024 structure: Annual equity retainer of 4,000 restricted shares; annual cash retainers by role (Board member $35,000; Audit Chair $35,000; Audit member $17,500; etc.). Approximately 75% of director pay in 2024 was equity .
- 2025 changes: Effective as of the 2025 Annual Meeting, annual cash retainer for directors increases to $100,000; Non-Executive Chair to $150,000; equity retainer proposed to change to fixed $200,000 value (shares/RSUs based on grant-date price), subject to stockholder approval of Plan amendment .
Performance Compensation
| Performance-based Element | Status | Notes |
|---|---|---|
| Performance-based cash or equity for directors | None disclosed | Non-employee director equity is time-based restricted stock/RSUs under the Plan; no options outstanding for directors as of 12/31/2024 |
Vesting mechanics for director equity (subject to continued service):
- <6 years service: 33.33% on each of first three anniversaries
- 6 years: 50% on each of first two anniversaries
- 7 years: 100% on first anniversary
- ≥8 years: Immediately vested .
Change-in-control treatment: If awards are not continued/assumed/replaced, non-performance awards become fully vested in connection with the transaction; awards are subject to the company’s clawback policy .
Other Directorships & Interlocks
| Company | Relationship to O | Interlock/Conflict Consideration |
|---|---|---|
| Fannie Mae (FNMA) | External employer and board of director role | Board determined Ms. Almodovar is independent; no related-party transactions in 2024; Board annually reviews time constraints including other board service . |
| VEREIT (prior) | Pre-merger director role | Historical (ended at Nov 2021 merger) |
- Related-party transactions: None in 2024; Audit Committee oversees related-party transaction policy .
- Hedging/pledging: Prohibited for directors; margin use and pledging of company securities banned .
Expertise & Qualifications
- Audit committee financial expert; financially literate; deep experience in real estate finance, risk, and legal matters .
- Senior leadership across private, public, and nonprofit organizations; insights into operations, ERM, and corporate responsibility .
- Education: J.D., Columbia University; B.A. Economics, Hofstra University .
Equity Ownership
| Ownership Detail | Amount | Reference Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 18,333 | Mar 3, 2025 | <0.1% of class (891,769,159 shares outstanding) |
| Unvested restricted stock | 8,001 | Dec 31, 2024 | As of YE 2024 |
| Stock options | 0 | Dec 31, 2024 | No stock options held by non-employee directors |
| Ownership guideline (min shares) | 3,277 | Dec 31, 2024 | 5x annual cash retainer ($35,000) ÷ $53.41 YE price; all directors met/exceeded |
| Hedging/pledging status | Prohibited | Policy | Margin and pledging not permitted |
Governance Assessment
-
Strengths supporting investor confidence:
- Independent director with significant real estate finance and legal background; designated audit committee financial expert and Audit Chair; strong oversight of financial reporting, ERM, cybersecurity, privacy, tax, and related-party reviews .
- High engagement indicators: Board met 8 times (2024); Audit Committee met 7 times; all directors achieved at least 75% attendance and attended the annual meeting .
- Compensation alignment: 2024 director pay ~75% equity via time-based restricted stock; robust ownership guidelines (5x retainer) with full compliance; hedging/pledging prohibited .
- No related-party transactions in 2024; Section 16(a) compliance; formal clawback policy; no option repricing under plan .
-
Potential watch items:
- External full-time CEO role at Fannie Mae could raise time-commitment scrutiny; mitigated by Board’s annual review of time constraints and formal limits on outside public boards; independence reaffirmed by Board .
- 2025 director cash retainer increase (to $100,000) and shift to fixed-value equity grants ($200,000) raise total cash but provide more consistency and market alignment; equity element remains significant .
Overall: Ms. Almodovar’s audit leadership, financial expertise, independence status, attendance record, and ownership alignment are supportive of board effectiveness and investor confidence; no conflicts or related-party exposures were disclosed for 2024 .