Andrew Johnson Jr.
About Andrew A. Johnson, Jr.
Independent director at AGNC since 2021; age 62. Johnson is a fixed-income investor with more than 20 years leading investment-grade teams, including CIO roles at Neuberger Berman and Lehman Brothers Asset Management. He currently serves as Senior Diversity & Inclusion Leader at Neuberger Berman Services. Education: MBA (Finance), University of Chicago; MSEE and BSEE, Illinois Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neuberger Berman Investment Advisers & Neuberger Berman Fixed Income LLC | Managing Director; Head of Global Investment Grade Fixed Income; Chief Investment Officer | 2009–2019 | Led investment-grade fixed income; CIO oversight |
| Lehman Brothers Asset Management, LLC | Managing Director; Co-Head Investment Grade Fixed Income; Chief Investment Officer | 2003–2009 | Co-led IG Fixed Income; CIO responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Neuberger Berman Services | Senior Diversity & Inclusion Leader | 2019–present | Leads firmwide D&I initiatives |
| Hartford Funds (mutual fund complex) | Non-Interested Trustee on Board of Trustees of certain mutual funds | Current | Registered investment company governance; specific funds not enumerated |
Board Governance
- Independence: AGNC Board determined Johnson is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Member, Audit Committee; not designated as Audit Committee financial expert (committee experts are Donna Blank and Frances Spark) .
- Engagement: Audit Committee held 5 meetings in 2024; Board held 8 meetings in 2024, plus independent director executive sessions .
- Attendance: Company reported “100% attendance at 95% of our Board and committee meetings in 2024,” and stated each independent director attended all Board and committee meetings except one independent director who missed one Board meeting (not identified) .
- Shareholder support: Re-elected in 2025 with 325,196,963 For / 5,474,074 Against / 3,751,132 Abstain; 2024 election received 246,752,911 For / 4,216,298 Against / 2,522,702 Abstain .
| Annual Meeting Votes | 2024 | 2025 |
|---|---|---|
| For | 246,752,911 | 325,196,963 |
| Against | 4,216,298 | 5,474,074 |
| Abstain | 2,522,702 | 3,751,132 |
Fixed Compensation
AGNC pays non-employee directors cash retainers and annual RSUs; no meeting fees.
| Component | 2023 | 2024 |
|---|---|---|
| Board Cash Retainer ($) | 118,750 | 125,000 |
| Committee Chair Fees ($) | — (not a chair) | — (not a chair) |
| Lead Independent Director/Vice Chair Premium ($) | — | — |
| Stock Awards (RSUs) – grant date fair value ($) | 165,000 | 165,000 |
| Total ($) | 283,750 | 290,000 |
Key details:
- 2024 annual RSU grant: 18,211 RSUs on April 18, 2024 (valued at $165,000; AGNC closing price $9.06 on grant date); vest on earlier of April 18, 2025 or the 2025 AGM, with dividend equivalents .
- As of Dec 31, 2024 each independent director had unvested RSUs relating to 20,330 shares (includes dividend equivalents) .
Performance Compensation
AGNC does not provide performance-based equity to independent directors; awards are time-based RSUs only .
| Performance Metrics in Director Compensation | Status |
|---|---|
| Performance-based equity metrics for directors | Not applicable; directors receive time-based RSUs |
Other Directorships & Interlocks
- Non-Interested Trustee for certain Hartford mutual funds (registered investment companies) .
- No disclosed related-party transactions in 2024 involving Johnson or other related persons; AGNC policy requires disclosure, Audit Committee approval, and recusal for interested directors .
Expertise & Qualifications
- Fixed income markets: leadership across investment-grade portfolios; CIO roles .
- Governance: current trustee in mutual fund complex; Audit Committee member at AGNC .
- Human capital and inclusion: Senior D&I Leader at Neuberger Berman Services .
- Education: MBA (Finance), University of Chicago; MSEE/BSEE, Illinois Institute of Technology .
Equity Ownership
Director stock ownership guideline: minimum holdings equal in value to 5x the annual cash retainer; until met, retain at least 50% of post-vest shares; unvested time-based RSUs and deferred vested RSUs count; all directors were in compliance as of Feb 21, 2025. Hedging, pledging, margin loans, and short sales are prohibited .
| Ownership (Guideline Calculation Categories) | As of Feb 23, 2024 | As of Feb 21, 2025 |
|---|---|---|
| Beneficially Owned Shares (#) | — | — |
| Unvested Shares (#) | 18,756 | 20,568 |
| Vested/Deferred Shares (#) | 16,136 | 40,382 |
| Total (per guideline) (#) | 34,892 | 60,950 |
Governance Assessment
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Strengths:
- Independence and Audit Committee membership reinforce financial reporting oversight; Johnson signed the Audit Committee report (indicating active participation) .
- Strong re-election support in 2024 and 2025; say-on-pay also approved (2025: 306,410,432 For; 2024: 233,594,079 For) .
- Clear policies on related-party transactions and conflicts; no related-person transactions in 2024 .
- Stock ownership guideline compliance; strict anti-hedging/pledging policy .
-
Watch items:
- Alignment depends primarily on RSUs and deferred shares; beneficially owned common shares reported as none under guideline table categories (not uncommon for AGNC directors given RSU structure) .
- Not designated an Audit Committee financial expert; relies on committee experts (Blank, Spark) .
Overall, Johnson’s fixed income expertise and mutual fund trustee experience align with AGNC’s MBS-focused risk profile, with independent committee service and shareholder support bolstering governance quality .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, tax gross-ups, or option repricing; AGNC’s policies explicitly prohibit such practices for directors and executives .