Mitchell Johnson
About Mitchell A. Johnson
Mitchell A. Johnson, 83, is an independent director of Federal Agricultural Mortgage Corporation (“Farmer Mac,” ticker: AGM). He has served on the Board since June 12, 1997 and is currently a member of the Business Development & Business Strategy Committee and the Finance Committee. Johnson is a financial consultant and previously founded MAJ Capital Management after a 21-year career at Sallie Mae, culminating as Senior Vice President, Corporate Finance; he has held multiple fund trustee and bank director roles. The Board affirmatively determined in March 2025 that Johnson meets its independence criteria under SEC and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Student Loan Marketing Association (Sallie Mae) | Senior Vice President, Corporate Finance (final 7 years); multiple roles over 21 years | 21 years (ended 1994) | Corporate finance leadership; capital markets experience |
| MAJ Capital Management, Inc. | President; Founder (investment management firm) | Founded 1994 | Built post-Sallie Mae investment platform |
| Advisors’ Inner Circle Funds; Advisors’ Inner Circle Funds II; The Bishop Street Funds; SEI Funds | Trustee/Director | Prior service | Oversight of registered investment funds |
| Citizens Funds; Rushmore Funds; Diversified Funds | Trustee | Prior service | Fund governance and fiduciary oversight |
| Eldorado Bancshares, Inc. | Director | Prior service | Regional bank board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Financial Consultant | Consultant | Current | Ongoing advisory practice |
Board Governance
- Independence: The Board determined Johnson is independent under Farmer Mac’s Corporate Governance Guidelines and NYSE standards .
- Committees: Business Development & Business Strategy; Finance .
- Board meetings: The Board held nine meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Committee activity and attendance (committee-level):
- Business Development & Business Strategy: 4 meetings; 100% attendance (committee-wide) in 2024 .
- Finance: 5 meetings; 100% attendance (committee-wide) in 2024 .
- Structure: Separate CEO and Board Chair roles; Board conducts regular executive sessions without management .
Fixed Compensation
| Year | Cash Retainer ($) | Incremental Chair/Lead Fees ($) | RSU Grant (#) | RSU Grant Date | RSU Grant Date Fair Value ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 69,000 | — (not a chair/vice chair) | 373 | Mar 5, 2024 | 74,055 | 2,796 (cash in lieu of dividends on prior RSUs) | 145,851 |
| 2025 (target/awarded) | 69,000 (base maintained) | — (chair retainers increased for 2025; not applicable) | 376 | Mar 6, 2025 | 75,956 per sitting director | — | — |
- Share-in-lieu election: Johnson voluntarily used $66,028 of 2024 cash retainer to purchase newly issued Class C Non-Voting shares at market value on a quarterly basis (ownership alignment) .
- Director stock ownership policy: Non-Employee Directors must hold a minimum of 2× annual cash retainer .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based director pay | None disclosed; director equity is time-based RSUs (annual grants; no performance metrics) |
| Clawback policy | Applies to executive officers per SEC/NYSE rules; no director-specific clawback disclosed |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Advisors’ Inner Circle Funds (and related fund complexes) | Registered funds | Trustee/Director (prior) | No related-party transactions disclosed involving Johnson; Board evaluated related-party transactions primarily for Riel, Sexton, Ware and found them immaterial |
| Eldorado Bancshares, Inc. | Bank | Director (prior) | No related-party transactions disclosed involving Johnson |
- Principal holders and affiliation check: The proxy listed principal holders of voting common stock (FCS institutions and select banks); Johnson was not identified as affiliated with principal holders in a way triggering related-party review (the Board focused such review on Riel, Sexton, Ware) .
Expertise & Qualifications
- Financial literacy; capital markets/finance experience (Sallie Mae corporate finance; investment management) .
- Strategic planning; risk assessment/management/control .
- Marketing/public relations experience; executive experience; prior service on other boards .
Equity Ownership
| Holder | Class C Shares (#) | Percent of Class | Vested/Unvested RSUs | Notes |
|---|---|---|---|---|
| Mitchell A. Johnson | 7,644 | <1% | 373 RSUs granted Mar 5, 2024 vested Mar 31, 2025; 376 RSUs granted Mar 6, 2025 vest Mar 31, 2026 (if serving) | Directors and officers prohibited from pledging or hedging Farmer Mac securities per insider trading policy |
Governance Assessment
- Independence and committee engagement: Johnson is independent and actively serves on Business Development & Business Strategy and Finance, both highly active committees with strong overall attendance in 2024 .
- Long service tenure: Continuous Board service since June 12, 1997, providing deep institutional knowledge; investors often monitor long tenures for independence perceptions (Board maintains formal independence review annually) .
- Ownership alignment signals: Elected to take nearly all cash retainer as stock in 2024 and holds 7,644 Class C shares; directors must meet 2× retainer stock ownership guideline; pledging/hedging prohibited, reducing alignment risk .
- Compensation structure: Director pay is a balanced mix of cash retainer and time-based RSUs; no performance-based components disclosed for directors (minimizes incentive for undue risk-taking at board level) .
- Shareholder feedback: 99% of votes cast supported NEO compensation in 2024, signaling positive investor sentiment on governance and pay practices (advisory vote) .
- Related-party/transactions: No Johnson-specific related-party transactions disclosed; Board’s independence review did not identify material relationships for him .
RED FLAGS: None disclosed specific to Johnson (no pledging; no related-party transactions; attendance met minimum). Investors may monitor cumulative tenure and ongoing independence determinations .