Morris Davis
About Morris A. Davis
Morris A. Davis, age 53, is an independent director of AGNC and serves as Chair of the Compensation & Corporate Governance Committee. He has been on AGNC’s board since 2008; academically, he is the Paul V. Profeta Chair of Real Estate and Academic Director of the Center for Real Estate at Rutgers Business School and holds a Ph.D. in Economics from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Board (Macroeconomics & Quantitative Studies; Flow of Funds) | Economist | 1998–2001; 2002–2006 | Policy and macro/financial analysis |
| Return Buy, Inc. | Director of Yield Optimization | 2001–2002 | Yield optimization leadership |
| University of Wisconsin–Madison | James A. Graaskamp Chair of Real Estate; Academic Director, Graaskamp Center | 2006–2014 | Academic leadership in real estate |
| SkyBridge Opportunity Zone REIT (Private) | Director; Chair of Valuation Committee | 2018–2019 | Chaired valuation oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rutgers Business School | Paul V. Profeta Chair of Real Estate; Academic Director, Center for Real Estate | 2014–present | Academic leadership in real estate |
| Federal Reserve Bank of Minneapolis | Visiting Scholar, Opportunity & Inclusive Growth Institute | Current | Policy research engagement |
| Federal Reserve Bank of Chicago | Visiting Scholar | Current | Policy research engagement |
| American Enterprise Institute | Adjunct Scholar (former) | n/a | Policy scholarship |
| Federal Reserve Bank of Cleveland | Research Associate (former) | n/a | Research engagement |
Board Governance
- Committee assignments: Chair, Compensation & Corporate Governance Committee; not a member of the Audit Committee .
- Independence: Board determined Davis is “independent” under Nasdaq rules; all Compensation Committee members are independent .
- Attendance and engagement: Board held 8 regular meetings in 2024 (Audit 5; Compensation 6). “Each of our independent directors attended all of the meetings of the Board and committees on which he or she served in 2024 with the exception of one independent director who was unable to attend one Board meeting.” Directors are encouraged to attend the annual meeting, and all directors attended the 2024 Annual Meeting .
- Leadership structure & independent oversight: Board separates Chair and CEO roles; Lead Independent Director serves as Vice Chair and supports committee coordination; committees may retain independent advisors (FW Cook for compensation) .
- Investor confidence signal (elections): At the April 17, 2025 Annual Meeting, eight directors were elected; the nominee list in the 8‑K does not include Morris A. Davis, indicating he did not stand for or was not elected in 2025 (monitor for formal departure filings) .
Fixed Compensation
| Component | 2022 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer (Board) | $112,500 | $125,000 | Payable quarterly in advance |
| Committee chair retainer (Compensation) | $25,000 | $35,000 | Payable quarterly in advance |
| Total cash (Davis) | $137,500 | $160,000 | Sum of Board + chair |
| Annual RSU grant (independent directors) | 12,426 RSUs; $147,500 FV; grant 4/21/2022; vests by earlier of 4/21/2023 or 2023 AGM | 18,211 RSUs; $165,000 FV; grant 4/18/2024; vests by earlier of 4/18/2025 or 2025 AGM | RSUs include dividend equivalents; grant-date price basis $9.06 on 4/18/2024 |
| Unvested RSUs at 12/31/2024 (with dividend eq.) | n/a | 20,330 units | Per director |
Performance Compensation
- Independent directors do not receive performance-vesting equity; RSUs are time-vested under the 2016 Equity Plan. The company states it has never granted awards other than RSUs to any person; directors may elect to defer distribution up to ten years after vesting (non-forfeitable once vested) .
- Anti-hedging/pledging: Directors are prohibited from hedging, pledging, shorting, or entering margin loans on AGNC stock .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Davis .
- Prior board: SkyBridge Opportunity Zone REIT (private), Director and Valuation Committee Chair (2018–2019) .
- Compensation Committee interlocks: None; no insider participation in 2024 .
Expertise & Qualifications
- Deep expertise in housing economics, policy, and finance; widely published and frequent lecturer; Ph.D. in Economics (University of Pennsylvania) .
- Governance and compensation oversight experience as Compensation & Corporate Governance Committee Chair .
Equity Ownership
| Metric (as of Feb 21, 2025) | Shares/Units |
|---|---|
| Beneficially owned shares | 12,122 |
| Unvested RSUs (includes dividend equivalents) | 20,568 |
| Vested/deferred shares (non-forfeitable) | 36,039 |
| Total (per director stock ownership guideline calc.) | 68,729 |
- Stock ownership guideline: Directors encouraged to own ≥5x annual cash retainer; unvested time-based RSUs and vested/deferred RSUs count; all directors were in compliance as of Feb 21, 2025 .
- Hedging/pledging prohibited .
Governance Assessment
- Strengths: Long board tenure and independent status; chairs the Compensation & Corporate Governance Committee overseeing pay, succession, human capital, and governance; committee independence and use of an independent consultant (FW Cook); robust anti-hedging/pledging policy; strong attendance culture; no related-party transactions in 2024 .
- Investor confidence signals: 2024 say‑on‑pay support was 92% at the 2024 Annual Meeting ; 2025 say‑on‑pay votes were 306,410,432 for, 20,875,620 against, and 7,136,118 abstain . Director election results in 2025 did not list Davis among elected nominees—monitor for formal resignation/transition filings and implications for Compensation Committee leadership continuity .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or committee interlocks in 2024. Note the 2025 election omission of Davis as a potential transition item to watch .
Supplemental Voting Data (Investor Confidence)
| Proposal (4/17/2025) | For | Against | Abstain | Non‑Votes |
|---|---|---|---|---|
| Election of Directors (8 nominees; list excludes Morris A. Davis) | See nominee-level tallies | See nominee-level tallies | See nominee-level tallies | 293,874,151 |
| Increase authorized common shares to 2,250,000,000 | 553,570,747 | 62,800,934 | 11,924,640 | — |
| Advisory vote on executive compensation | 306,410,432 | 20,875,620 | 7,136,118 | 293,874,151 |
| Ratify EY as independent auditor (2025) | 615,139,628 | 7,598,368 | 5,558,325 | — |
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