The past is coming back to haunt former Fannie Mae chief executive James A. Johnson.
Goldman Sachs (GS) investors next month will decide whether to re-elect board member Johnson, who ran Fannie from 1991 to 1998. He is facing vocal opposition from a large mutual fund investor, which has cited Johnson's mortgage industry past as part of what it calls his presence "at the center of several egregious corporate governance debacles."
Robert D. Goldfarb and David M. Poppe, managers of the Sequoia Fund, wrote in a letter last week that clients should oppose Johnson because of his history at Fannie and as a director of United Healthcare and KB Home (KBH), whose executives were involved in the back-dating of stock options.
"We believe Mr. Johnson's history should disqualify him from service on the board of any public company," wrote the Sequoia managers, who held 1.4 million Goldman shares at the end of 2011. "This information has long been in the public record. Yet Mr. Johnson remains the chairman of the compensation committee at Goldman Sachs and at Target."
Johnson, who is a vice chairman of private equity firm Perseus LLC, was paid $523,287 primarily in stock for serving on Goldman's board last year. Goldman's annual meeting is scheduled for May 24.
When Johnson, 68, ran Fannie, he "lobbied Congress relentlessly to relax Fannie's underwriting standards and lower the capital requirements put in place to protect taxpayers from losses in the event of a downturn in the housing market," the fund managers wrote.
The managers cited a 2006 report from the former Office of Federal Housing Enterprise Oversight that found that Fannie had overstated its earnings every year from 1998 to 2004 "to make targets that boosted executive compensation," the fund managers wrote.
Fannie took a $7 billion charge in 2006 to restate earnings for several years prior to 2002.
"As a comment on the management culture Johnson created, we can't think of a stronger indictment than this: from 2004 to 2006, Fannie Mae replaced its CEO, CFO, all senior accounting officers, general counsel, chief risk officer, chief audit executive and chief compliance officer," the fund managers wrote in the two-page letter to clients.
The fund managers also cited media reports that claimed Johnson received home loans from Countrywide Financial Corp., now part of Bank of America Corp. In 2008, when Johnson was an advisor to Barack Obama's presidential campaign, The Wall Street Journal reported that Johnson received more than $7 million in loans from Countrywide at favorable interest rates.
Sequoia is overseen by Ruane, Cunniff & Goldfarb Inc., a New York investment firm long associated with Warren Buffett. The fund managers could not be reached for comment.
Bloomberg News reported that Ruane, Cunniff voted against Johnson's reelection to Goldman's board last year, as well as to the board of Target.
Johnson did not return a call seeking comment.
