John Fisk
About John Fisk
Independent director at AGNC since 2019; age 68. Former CEO of the FHLBanks Office of Finance (March 2019 retirement) with prior senior roles in mortgage insurance and housing finance; MBA (Finance & Public Management) from Wharton and BA from Yale. Currently serves on AGNC’s Compensation & Corporate Governance Committee; independence affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FHLBanks Office of Finance | Chief Executive Officer | 2007–Mar 2019 | Led issuance/servicing of all FHLBank debt supporting ~$1T borrowings; senior oversight of human capital management. |
| FHLBanks Office of Finance | Deputy Managing Director & COO | 2004–2007 | Operational leadership preceding CEO appointment. |
| MGIC Investment Corporation | EVP, Strategic Planning | 2002–2004 | Strategy at one of largest U.S. mortgage insurers. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Enact Holdings, Inc. | Director | Current | Chair, Risk Committee; Member, Independent Capital Committee. |
Board Governance
- Committee assignments: Compensation & Corporate Governance Committee member (not Chair).
- Independence: Board determined Fisk independent under Nasdaq rules; all Comp Committee members are independent.
- Board leadership: Independent Lead Director/Vice Chair (Prue Larocca); separate Executive Chair and CEO roles.
- Meetings and attendance: Board held 8 meetings in 2024; Audit 5; Compensation 6. Independent directors met in executive sessions. Each independent director attended all Board/committee meetings in 2024 except one director who missed one Board meeting; AGNC cites “100% attendance at 95% of our Board and committee meetings in 2024.”
Fixed Compensation
| Component | Details | Amount/Value |
|---|---|---|
| Annual Board cash retainer | Independent directors | $125,000 (2024) |
| Committee/leadership fees | Audit Chair +$35,000; Compensation Chair +$35,000; Lead Independent/Vice Chair +$140,000 | Role-dependent; Fisk not Chair/Lead (no additional fee) |
| 2024 cash received (Fisk) | Fees earned/paid in cash | $125,000 (2024) |
| Annual director equity grant | RSUs granted Apr 18, 2024; 18,211 units; vest earlier of Apr 18, 2025 or 2025 AGM; dividend equivalents accrue | $165,000 grant-date fair value; priced at $9.06 on grant date |
| Deferral | Directors may elect to defer distribution up to 10 years; deferred awards non-forfeitable post-vesting | Policy under 2016 Equity Plan |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance-based equity for directors | Not used | Independent directors receive time-based RSUs only; no options, PSUs, or performance metrics tied to director equity. |
| Clawback applicability | Limited for directors | Company clawback applies to performance-based compensation; directors’ annual RSUs are time-based. |
Other Directorships & Interlocks
| Company | Sector Overlap with AGNC | Potential Interlock/Conflict Notes |
|---|---|---|
| Enact Holdings, Inc. | Mortgage insurance (housing finance ecosystem) | Sector adjacency (insurance vs AGNC’s Agency MBS investing); no related-party transactions disclosed by AGNC in 2024. |
Expertise & Qualifications
- Housing finance, debt issuance, and fixed income: Led FHLBanks Office of Finance issuing and servicing system-wide debt; executive roles in mortgage insurance.
- Governance and risk oversight: Chairs Risk Committee at Enact; member of AGNC’s Compensation & Corporate Governance Committee.
- Education: MBA (Wharton), BA (Yale).
Equity Ownership
| Measure (as of Feb 21, 2025) | Shares (#) | Notes |
|---|---|---|
| Beneficially owned | 39,079 | SEC-style beneficial holdings per AGNC’s stock ownership guideline table. |
| Unvested (time-based RSUs) | 20,568 | Included for guideline compliance calculation. |
| Vested/deferred | 47,217 | Fully vested with deferred distribution; non-forfeitable post-vesting. |
| Total (guideline calculation) | 106,864 | Sum of beneficial, unvested, and vested/deferred. |
| Common shares outstanding | 915.5 million | Reference for alignment/scale context. |
| Ownership as % of common outstanding (beneficial only) | ~0.0043% | Calculated: 39,079 / 915,500,000; inputs from AGNC proxy. |
- Stock ownership guideline: Minimum 5x annual cash retainer; until met, must retain at least 50% of post-vest shares (net of taxes). All directors in compliance as of Feb 21, 2025.
- Hedging/pledging: Prohibited for directors and executive officers (anti-hedging/pledging policy).
Governance Assessment
- Board effectiveness and independence: Fisk strengthens housing finance and fixed-income oversight; independent director on the Compensation & Corporate Governance Committee; committee composed solely of independent directors; FW Cook engaged as independent compensation consultant.
- Attendance/engagement: Board (8), Audit (5), Compensation (6) meetings in 2024; independent directors hold executive sessions; aggregate attendance robust though one independent director missed one Board meeting (director not identified).
- Pay structure and alignment: Director pay is moderate and equity-heavy (time-based RSUs with dividend equivalents) aligning interests; no options or performance-linked director awards; deferral permitted; anti-hedging/pledging policy supports alignment.
- Ownership alignment: Fisk’s aggregate holdings (including unvested and deferred shares) meet guidelines; beneficial ownership is small relative to total shares outstanding, typical for REIT director programs.
- Conflicts/related-party exposure: AGNC reported no related-person transactions in 2024; Compensation Committee interlocks/insider participation none. Enact board role is sector-adjacent but no AGNC-related transactions disclosed.
- Shareholder sentiment: 92% support on 2024 say-on-pay indicates investor confidence in compensation governance framework.
RED FLAGS: None disclosed for Fisk. Monitor sector interlock (Enact) for any future related-party transactions; confirm individual attendance in future proxies; ensure continued compliance with anti-hedging/pledging and ownership guidelines.