DEF 14A of Federal Agricultural Mortgage Corp
Filed Apr 16, 2025 · FY20240000845877-25-000143
20:1 CEO Pay Ratio
20:1 CEO Pay Ratio
20:1 CEO Pay Ratio
| 2024 CEO Target Compensation Mix | 20224 Target Composition Mix for other NEOs (Average) |
20:1 CEO Pay Ratio
| Target Bonus | Base Salary | Target Long-term Incentive Value | At Risk |
20:1 CEO Pay Ratio
| Lines of Business: |
20:1 CEO Pay Ratio
Our lines of business reflect how we are managing, evaluating, and serving our business based on the type of customer and market.
20:1 CEO Pay Ratio
| Line of Business | % of Outstanding Volume | Segment | Business Volume | Customer/Market | 2024 Volume Growth | | Agricultural Finance | 69% | Farm & Ranch | $18.6 Billion | Financing to traditional agricultural mortgage market | (1)% | | | | Corporate AgFinance | $1.9 Billion | Financing to more complex farming operations, agribusinesses focused on food and fiber processing, and other supply chain production | 11% |
20:1 CEO Pay Ratio
| Infrastructure Finance | 31% | Power & Utilities | $6.8 Billion | Financing to rural electric generation and transmission cooperatives, distribution cooperatives, as well as AgVantage securities secured by those type of loans | (2)% | | | | Broadband Infrastructure | $0.8 Billion | Financing to rural fiber, cable/broadband, tower, wireless, local exchange carrier, and data center projects | 60% | | | | Renewable Energy | $1.4 Billion | Financing to rural electric solar, wind, and gas projects | 191% |
20:1 CEO Pay Ratio
| Our Customers | Agricultural Finance Loan Portfolio Diversification |
20:1 CEO Pay Ratio
From small rural community banks to large financial institutions, Farmer Mac's customers reflect the wide range of America's rural landscape.
20:1 CEO Pay Ratio
| | | | | | COMMERCIAL & COMMUNITY BANKS | NON -BANK LENDERS | RURAL ELECTRIC COOPERATIVES | RURAL UTILITIES | | | | | | | AGRICULTURAL FUNDS | AGRIBUSINESSES | FARM CREDIT SYSTEM INSTITUTIONS | |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
| Board Structure |
PROPOSAL 1: ELECTION OF DIRECTORS
Farmer Mac's charter provides that five of Farmer Mac's directors are elected by the Class A Holders and that five directors are elected by the Class B Holders. At the Meeting, ten directors will be elected for one-year terms. All five of the Class A nominees and all five of the Class B nominees currently serve as members of the Board. The directors elected by the Class A Holders and the Class B Holders at the Meeting will hold office until Farmer Mac's 2026 Annual Meeting of Stockholders, or until their respective successors have been duly elected and qualified. The charter also provides that the President of the United States appoints five members to the Board with the advice and consent of the United States Senate ("Appointed Members"). The Appointed Members serve at the pleasure of the President of the United States, who also designates one of the Appointed Members as the Board Chair. After the election at the Meeting, the Board will consist of the five Appointed Members named under "—Information about Nominees for Directors—Directors Appointed by the President of the United States" below (or such other Appointed Members who may be appointed by the President and confirmed by the Senate between March 21, 2025 and May 15, 2025) and the ten members who are elected by the holders of Farmer Mac's Voting Common Stock.
PROPOSAL 1: ELECTION OF DIRECTORS
| Selection of Director Nominees by Board |
PROPOSAL 1: ELECTION OF DIRECTORS
The Corporate Governance Committee facilitates the selection of director nominees. Farmer Mac's By-Laws require the Corporate Governance Committee to consist of two Appointed Members (one of whom serves as the chair of the Corporate Governance Committee), two directors elected by the holders of the Class A Voting Common Stock, and two directors elected by the holders of the Class B Voting Common Stock. The Corporate Governance Committee Charter requires that both the Board Chair and the Board Vice Chair serve on the Corporate Governance Committee as long as each is determined to be "independent" under the independence criteria in Farmer Mac's Corporate Governance Guidelines. The current members of the Corporate Governance Committee are: Appointed Members Junkins (chair) and Wilcher (vice chair); Class A directors McKissack and Ware; and Class B directors Davidson and Sexton. As described under "Corporate Governance Matters—Director Independence," the Board has determined that all of the current members of the Corporate Governance Committee are "independent" as defined under Farmer Mac's Corporate Governance Guidelines, which prescribe independence criteria that meet or exceed all standards for director independence under applicable SEC and NYSE rules. The Corporate Governance Committee Charter and Farmer Mac's Corporate Governance Guidelines are available on Farmer Mac's website, www.farmermac.com, in the "Corporate Governance" portion of the "Investors" section. Print copies of the Corporate Governance Committee Charter and Farmer Mac's Corporate Governance Guidelines are available free of charge upon written request to Farmer Mac's Secretary at 2100 Pennsylvania Avenue, NW, Suite 450N, Washington, DC 20037. In identifying and evaluating potential director candidates, the Corporate Governance Committee adheres to the criteria set forth in the By-Laws and the Corporate Governance Guidelines, as well as a policy statement on directors adopted by the Board that expresses the general principles that should govern director selection and conduct. The Corporate Governance Committee annually reviews the appropriate qualifications, skills, and characteristics sought in Board members in the context of the composition of the Board as a whole at that time and in accordance with the criteria in the By-Laws. The Corporate Governance Committee's assessment includes a Board member's qualification as to independence and a commitment to represent the interests of all stakeholders rather than those of a specific constituency, as well as issues of judgment, capability, skills (such as training in, or understanding of, relevant industries, technologies, or disciplines), and financial or other relevant professional or industry experience or expertise, all in the context of an assessment of the perceived needs for the effective operation of the Board and its committees at that time. The Corporate Governance Committee strives to identify and retain as members of the Board individuals who have the qualities, background, skills, and experience that reflect expertise related to Farmer Mac's business, strategy, and material risks from a variety of perspectives. This mix of professional and personal characteristics results in a wide range of perspectives and varied viewpoints that enhance strategic decision-making. The variety of backgrounds, skills, experiences, and perspectives of the Board members also enables the Board to provide effective oversight of the strategic direction, operations, and risk management of Farmer Mac and to establish effective governance practices. Those practices support the development of Farmer Mac's business while promoting strong financial performance, the creation of long-term stockholder value, and the fulfillment of the company's mission to increase the accessibility of financing to provide vital liquidity for American agriculture and rural infrastructure. With these considerations in mind, the Board has determined that its elected members should consist of individuals with a variety of backgrounds, skills, experiences, and perspectives who have a demonstrated record of accomplishment as leaders of agricultural, rural infrastructure, or other relevant business entities; as agricultural, rural infrastructure, or commercial lenders; or as accountants, auditors, or other finance-related professionals. In recommending a nominee for director, the Corporate Governance Committee also considers an individual's ability to represent objectively all of Farmer Mac's stockholders, as well as his or her character, judgment, fairness, commitment, and overall ability to serve Farmer Mac. Thus, besides considering the current needs of the Board and the quality of an individual's personal and professional background, skills, and experience, the Corporate Governance Committee seeks individuals who: •have integrity, independence, an inquiring mind, an ability to work with others, good judgment, intellectual competence, and motivation; •have the willingness and ability to represent all stockholders' interests and not only the interests of the particular stockholders that elect the director to serve on the Board; •have an awareness and appreciation of the mission of Farmer Mac; •are willing to commit the necessary time and energy to prepare for and attend Board and committee meetings; and •are willing, and have the ability, to present their views and opinions in a forthright manner but will support a decision reached by a majority of the Board and act in the best interests of Farmer Mac and all of its stockholders upon the conclusion of deliberations on any matter. The Corporate Governance Committee and the Board exercise judgment in applying these factors to select director nominees. In identifying potential candidates for the Board, the Corporate Governance Committee considers suggestions from Board members, management, stockholders, and others. From time to time, the Corporate Governance Committee may retain a search firm to help identify potential candidates and gather information about the background and experience of those candidates. The Corporate Governance Committee will consider all proposed nominees, including stockholder nominees, in light of the qualifications discussed above and the assessed needs of the Board at the time. The Corporate Governance Committee recommended five individuals to be considered for election as Class A nominees and five individuals to be considered for election as Class B nominees, and the Board has approved these recommendations. The individuals recommended by the Corporate Governance Committee are referred to collectively as the "Nominees." The Nominees will stand for election to serve for terms of one year each, or until their respective successors are duly elected and qualified. All ten Nominees are current members of the Board standing for re-election. AgriBank, FCB, the holder of 40.3% of the Class B Voting Common Stock, recommended to the Corporate Governance Committee that Richard H. Davidson be renominated for election to the Board and that Daniel L. Shaw be appointed to fill the vacancy created by the death of former Board member Roy H. Tiarks and then be nominated for election to the Board. Farmer Mac did not pay any fees to any director search firms or other third parties to help identify and evaluate the Nominees.
PROPOSAL 1: ELECTION OF DIRECTORS
| Stockholder Director Nominations |
PROPOSAL 1: ELECTION OF DIRECTORS
Farmer Mac's By-Laws contain, among other provisions, an advance notice of director nomination provision to provide a process for the delivery of timely and proper notices for stockholder nominations. The exclusive means by which eligible holders of Farmer Mac's Class A and Class B Voting Common Stock may nominate an individual to stand for election to the Board at an annual meeting of stockholders are set forth in Farmer Mac's By-Laws and summarized below. Timely Notice. Stockholders seeking to nominate persons for election to the Board at an annual meeting of stockholders must deliver a timely and proper advance written notice to Farmer Mac, which generally must be received by Farmer Mac's Secretary not earlier than 120 calendar days nor later than 90 calendar days before the first anniversary of the immediately preceding year's annual meeting of stockholders. For the 2026 Annual Meeting of Stockholders, Farmer Mac must receive written nominations submitted by the holders of Farmer Mac's Voting Common Stock on or after January 15, 2026 through February 14, 2026. Those submissions should be directed to Farmer Mac's Secretary at 2100 Pennsylvania Avenue, N.W., Suite 450N, Washington, DC 20037. Proper Notice. For a stockholder's advance notice of director nomination to be proper, it must be in proper written form and be accompanied by the documentation prescribed in "Nominee Eligibility" below. The content of the advance notice for director nomination must include specified representations from the stockholder and provide detailed information about, among other things, the nominating person, stock ownership and related filing obligations under the Exchange Act, each proposed nominee, and certain compensation arrangements. Nominee Eligibility. Prospective director nominees must satisfy specified requirements to be eligible for nomination by a stockholder for election as a director, including requirements to deliver a written questionnaire prescribed by Farmer Mac about the background and qualifications of the proposed nominee and a written representation and agreement in the form prescribed by Farmer Mac. Farmer Mac's Secretary will provide the forms of written questionnaire, representation, and agreement described in this paragraph upon written request by the stockholder. Farmer Mac's Secretary must receive these completed documents within the timeframe specified in this section to be considered timely notice.
PROPOSAL 1: ELECTION OF DIRECTORS
| The By-Laws provide that, at a minimum, a proposed nominee must: | | • be a natural person over 21 years of age; | | • be a U.S. citizen (which includes a naturalized citizen); | | • be financially literate (i.e., able to read and understand financial statements and comprehend general financial concepts); | | • have some knowledge about one or more areas of Farmer Mac's business; | | • not have been convicted of any criminal offense involving dishonesty or a breach of trust; | | • not have been found to have violated any provision of the Farm Credit Act of 1971, any banking laws, or any federal or state securities laws, including but not limited to, the Securities Act or the Exchange Act; | | • not have had a professional license suspended or revoked; and | | • satisfy such other criteria for service as may be imposed by applicable law, including, but not limited to, the rules and regulations of the SEC and any national securities exchange where Farmer Mac's shares are listed or traded. |
PROPOSAL 1: ELECTION OF DIRECTORS
Stockholders are encouraged to review Farmer Mac's By-Laws containing the requirements described in this section, which were included as Exhibit 3.2 to Farmer Mac's Quarterly Report on Form 10-Q filed with the SEC on May 6, 2024.
PROPOSAL 1: ELECTION OF DIRECTORS
| Information about Nominees for Director |
PROPOSAL 1: ELECTION OF DIRECTORS
Each of the Nominees has consented to being named in this Proxy Statement and to serve if elected. Each of the Nominees has been principally employed in his or her current position for the past five years unless otherwise noted. If any of the ten Nominees named below is unable or unwilling to stand as a candidate for the office of director on the date of the Meeting or at any adjournment or postponement of the Meeting, the proxies received to vote for that Nominee will be voted for any substitute or other nominee as the Board may designate. The Board has no reason to believe that any of the Nominees will be unable or unwilling to serve if elected.
PROPOSAL 1: ELECTION OF DIRECTORS
| ☑ | The Board of Directors unanimously recommends that Class A Holders and Class B Holders vote FOR all of the Nominees, as applicable, listed below for election as directors. |
PROPOSAL 1: ELECTION OF DIRECTORS
| James R. Engebretsen | Director Since: June 5, 2008 | AGE: 69 |
PROPOSAL 1: ELECTION OF DIRECTORS
JAMES R. ENGEBRETSEN, 69, has been a member of the Board of Directors of Farmer Mac since June 5, 2008 and serves as chair of the Finance Committee and as a member of the Audit Committee and the Human Capital and Compensation Committee. Mr. Engebretsen currently serves as a member of the board of directors for Agreed, a software company in Utah that he joined in 2019. He has served as an advisor to Epic Ventures since January 2014 and Soltis Advisors since 2012. He serves as an advisor to SGT Capital and also served as an advisor to XIO Group from June 2016 to 2018. Mr. Engebretsen is the former Assistant Dean of the Marriott School of Management at Brigham Young University, where he served as Professor of Finance from 2004 until August 2014. He formerly served as the Managing Director of the Peery Institute of Financial Services at the Marriott School from 2004 to 2006. He joined the Marriott School with nearly fifteen years of work experience at Lehman Brothers, JP Morgan, and Goldman Sachs in New York and Philadelphia. Mr. Engebretsen left Goldman Sachs in 1995 to set up his own hedge fund, Associates Capital Management. He is a registered investment advisor and earned his Master of Business Administration and Bachelor of Science in Economics from Brigham Young University.
PROPOSAL 1: ELECTION OF DIRECTORS
| Mitchell A. Johnson | Director Since: June 12, 1997 | AGE: 83 |
PROPOSAL 1: ELECTION OF DIRECTORS
MITCHELL A. JOHNSON, 83, has been a member of the Board of Directors of Farmer Mac since June 12, 1997 and serves as a member of the Business Development and Business Strategy Committee and the Finance Committee. Mr. Johnson is a financial consultant. He previously served as a trustee of and director for the Advisors' Inner Circle Funds, the Advisors' Inner Circle Funds II, The Bishop Street Funds, and SEI Funds. Mr. Johnson formerly was President of MAJ Capital Management, Inc., an investment management firm that he founded in 1994 following his retirement from the Student Loan Marketing Association ("Sallie Mae"). During his 21 years with Sallie Mae, Mr. Johnson held numerous positions within that organization, including, for the seven years preceding his retirement, Senior Vice President, Corporate Finance. He has been a trustee of Citizens Funds, Rushmore Funds, and Diversified Funds. Mr. Johnson also served as a director of Eldorado Bancshares, Inc., the holding company for Eldorado and Antelope Valley Banks.
PROPOSAL 1: ELECTION OF DIRECTORS
| Eric T. McKissack | Director Since: February 23, 2021 | AGE: 71 |
PROPOSAL 1: ELECTION OF DIRECTORS
ERIC T. McKISSACK, 71, has been a member of the Board of Directors of Farmer Mac since February 23, 2021 and serves as vice chair of the Finance Committee and as a member of the Audit Committee and the Corporate Governance Committee. Mr. McKissack is founder and former CEO of Channing Capital Management, LLC. He retired from Channing, an institutional investment advisory firm, in December 2019 after 16 years. Before founding Channing, Mr. McKissack was Vice Chair and Co-Chief Investment Officer of Ariel Capital Management (now known as Ariel Investments). Before joining Ariel in 1986, Mr. McKissack worked for five years as a research analyst for First Chicago and First Chicago Investment Advisors. Mr. McKissack currently serves as chair of the board of FlexShares, a family of publicly-traded ETF funds managed by Northern Trust, and serves on the audit and governance committees. He is also an independent trustee on the board of Morgan Stanley Pathway Funds where he serves as vice chair. He also serves on the boards of directors of two related, privately-held engineering and design firms, McKissack & McKissack of Washington, and McKissack & McKissack Midwest. Mr. McKissack received an SB in Management from the Massachusetts Institute of Technology and holds an MBA from the University of California at Berkeley. Mr. McKissack has also earned the Chartered Financial Analyst designation.
PROPOSAL 1: ELECTION OF DIRECTORS
| Jeffrey L. Plagge | Director Since: May 16, 2024 | AGE: 69 |
PROPOSAL 1: ELECTION OF DIRECTORS
JEFFREY L. PLAGGE, 69, has been a member of the Board of Directors of Farmer Mac since May 16, 2024 and serves as vice chair of the Credit Committee and as a member of the Audit Committee and the Enterprise Risk Committee. Mr. Plagge has been a director of both Northwest Financial Corporation and Northwest Bank since September 2009 and currently serves as a member of the audit committee and executive loan committee of Northwest Financial Corporation. From 2009 to 2020, Mr. Plagge also served as the President and CEO of Northwest Financial Corporation. Since January 2024, he has served as a Managing Director and consultant for Barnes & Co. Since 2007, Mr. Plagge has served on the board of directors of American Bankers Mutual Insurance Co. and served as its chair until 2019. He has also served as a member of the board of directors of the Federal Home Loan Bank of Des Moines since January 2024 and serves as a member of its risk committee and member committee. In September 2019, Mr. Plagge was appointed Iowa Superintendent of Banking for the Iowa Division of Banking by the state governor and served until December 2023. Mr. Plagge earned a Bachelor of Science in Agriculture Business from Iowa State University and completed the Graduate School of Banking program at the University of Colorado-Boulder.
PROPOSAL 1: ELECTION OF DIRECTORS
| Todd P. Ware | Director Since: May 9, 2019 | AGE: 59 |
PROPOSAL 1: ELECTION OF DIRECTORS
TODD P. WARE, 59, has been a member of the Board of Directors of Farmer Mac since May 9, 2019 and serves as chair of the Human Capital and Compensation Committee, vice chair of the Cybersecurity Subcommittee of the Enterprise Risk Committee, and as a member of the Enterprise Risk Committee and the Corporate Governance Committee. Mr. Ware has served as President and Chief Executive Officer of Licking Rural Electrification – The Energy Cooperative in Newark, Ohio, since January 2012. He previously served as its Vice President and Chief Financial Officer from 2001 until 2012 and Vice President – Finance from 1998 to 2000. From June 2015 to June 2021, Mr. Ware served on the board of directors of National Rural Utilities Cooperative Finance Corporation, during which time he served on that board's audit, compensation, corporate relations, and loan committees. Mr. Ware has served as a member of the board of directors of Buckeye Power Cooperative since 2012. He currently serves as its Treasurer and as a member of its executive committee, rate committee, and risk management committee, and previously served on its reliability committee. He has also served as a member of the boards of directors of Altheirs Oil Corporation since 2002, National Gas & Oil Cooperative since 2002, The Ohio State University-Newark Regional Campus Advisory Board since 2016, and Cardinal Operating Company since 2019. Mr. Ware received his Bachelor of Science in Accounting from The Ohio State University.
PROPOSAL 1: ELECTION OF DIRECTORS
| Richard H. Davidson | Director Since: June 3, 2010 | AGE: 80 |
PROPOSAL 1: ELECTION OF DIRECTORS
RICHARD H. DAVIDSON, 80, has been a member of the Board of Directors of Farmer Mac since June 3, 2010, and serves as vice chair of the Human Capital and Compensation Committee and as a member of the Credit Committee and the Corporate Governance Committee. Mr. Davidson is also the President of Davidson Farms, Inc. and Vice President of DSF, Inc., which consists of a grain farm, cow/calf herd, and beef cattle operation located south of Columbus, Ohio. Mr. Davidson has been operating Davidson Farms, Inc. since 1970 and, together with his son, operating DSF, Inc. since 2001. Mr. Davidson served as a member of the AgriBank, FCB board of directors from March 2005 to March 2021. He currently serves on the board of the Fayette County Charitable Foundation and was chair of the Fayette County Planning Commission and the Fayette County Zoning Commission. Mr. Davidson has previously served on the board and as chair of West Central Ohio Port Authority (railroad), Fayette Landmark, Inc. Co-op Supply Business, and Fayette County Farm Bureau. He has also previously served on the board of the Columbus Production Credit Association, the Southern Ohio Farm Credit Association, Southern State Community College, Robinson Seed Company, Inc. Stock Company, Fayette County Chamber of Commerce, and Royster Clark, Inc. Stock Company (fertilizer and agricultural supply). Mr. Davidson is a graduate of The Ohio State University with a degree in Agricultural Economics.
PROPOSAL 1: ELECTION OF DIRECTORS
| Amy H. Gales | Director Since: May 12, 2020 | AGE: 66 |
PROPOSAL 1: ELECTION OF DIRECTORS
AMY H. GALES, 66, has been a member of the Board of Directors of Farmer Mac since May 12, 2020 and serves as chair of the Credit Committee and as a member of the Business Development and Business Strategy Committee and the Finance Committee. Ms. Gales served as Executive Vice President of CoBank, ACB and was a member of CoBank’s management executive committee from 2016 to 2018. Ms. Gales also served at CoBank in the roles of Executive Vice President, Regional Agribusiness Banking Group, Central Region President, and Region Vice President, Minneapolis Banking Center, from 2007 to 2016. Ms. Gales previously served as Vice President, Commercial Banking at Wells Fargo, N.A. from 2006 to 2007, as Vice President, Commercial Lending at Commerce Bank, N.A. from 2002 to 2006, the Executive Director for Value-Added Agriculture Development Center from 1999 to 2002, and CEO and General Manager of the United Farmers Cooperative from 1997 to 1999. She began her career at St. Paul Bank for Cooperatives, where she served in various roles from 1981 to 1997, including as Vice President and Banking Center Manager. She has served on various boards during her career, including Farm Credit Leasing (a wholly-owned subsidiary of CoBank). Ms. Gales and her daughter own Hempstead Farms, a family crop farm in Southeast Minnesota that was founded in 1856. Ms. Gales earned a bachelor’s degree in business administration with an emphasis in finance from the University of Minnesota’s Carlson School of Management.
PROPOSAL 1: ELECTION OF DIRECTORS
| Kevin G. Riel | Director Since: May 16, 2024 | AGE: 59 |
PROPOSAL 1: ELECTION OF DIRECTORS
KEVIN G. RIEL, 59, has been a member of the Board of Directors of Farmer Mac since May 16, 2024 and serves as vice chair of the Business Development and Business Strategy Committee and as a member of the Human Capital and Compensation Committee and the Public Policy and Corporate Social Responsibility Committee. Mr. Riel has been a hop farmer for the last 39 years and has served as President of Double 'R' Hop Ranches, Inc. since January 1995. Mr. Riel also served as a manager of Double 'R' Hop Ranches, Inc. from June 1986 to December 1994. Mr. Riel has served on the board of directors of Yakima Chief Hops since 2021 (vice chair since April 2024) and serves as chair of its governance committee. Mr. Riel served on the board of directors of Northwest Farm Credit Services from 2007 to 2017 and served as its chair from 2011 to 2013, where he served on its audit committee, compensation committee, finance committee, and governance committee. Mr. Riel also served on the board of directors of CoBank, ACB from 2014 to 2021 and served as its chair from 2018 to 2021. During that time, he served as chair of CoBank's executive committee and as a member of its compensation committee and succession committee. Mr. Riel also served as board council of Nationwide Insurance Company from 2018 to 2021. Mr. Riel earned a Bachelor of Science degree in Computer Information Systems and graduated summa cum laude from Central Washington University. Mr. Riel also has successfully completed certifications for the Premier Governance Series from the Farm Credit System, as well as the Washington Agriculture and Forestry Leadership Program. Mr. Riel has completed the director certification course from NACD, earning an NACD.DC designation
PROPOSAL 1: ELECTION OF DIRECTORS
| Robert G. Sexton | Director Since: May 5, 2018 | AGE: 65 |
PROPOSAL 1: ELECTION OF DIRECTORS
ROBERT G. SEXTON, 65, has been a member of the Board of Directors of Farmer Mac since May 5, 2018 and serves as vice chair of the Audit Committee and as a member of the Corporate Governance Committee and the Finance Committee. Mr. Sexton has operated a citrus growing and packing business since 1983 through a number of entities, including Sexton Grove Holdings, LLC, Sexton Citrus, LLC, Oslo, Inc., and Oslo Packing Company, Inc. He currently serves as President of the Oslo Citrus Growers Association and has been a member of that organization since 1983. He also serves as President of Oslo Packing Company and Sexton Inc., which are closely-held commercial real estate companies, since August 2019. Since January 2024, Mr Sexton has served as chair of the board of directors for Dairy Feed. Mr. Sexton has served on the board of directors of Farm Credit of Florida since 2011 and served as its chair from 2015 to 2017. He previously served on the board of directors of Farm Credit of South Florida from 1996 until 2010 and served as its chair from 2003 to 2005. Mr. Sexton also previously served on the board of directors of AgFirst Farm Credit Bank from 2000 to 2011 and again from 2013 to 2016 and served as its chair from 2007 to 2009. Mr. Sexton has also previously served on the boards of several other organizations, including the Indian River Citrus League, the Florida Citrus Packers Association, and Highland Exchange Service Cooperative. Mr. Sexton earned a Bachelor of Science degree in Business Administration and a Master of Business Administration degree from the University of Florida.
PROPOSAL 1: ELECTION OF DIRECTORS
| Daniel L. Shaw | Director Since: March 26, 2025 | AGE: 69 |
PROPOSAL 1: ELECTION OF DIRECTORS
DANIEL L. SHAW, 69, has been a member of the Board of Directors of Farmer Mac since March 26, 2025 and serves as a member of the Business Development and Business Strategy Committee, the Credit Committee, and the Enterprise Risk Committee. Mr. Shaw has owned and operated Shaw Farms, LLC in Edgar, Nebraska since 1975, raising corn, soybeans, wheat, and a commercial cow-calf herd. He has also owned and managed a local grain elevator since 2006 and operated a commercial poultry breeder barn since 2017. Mr. Shaw previously served on Farmer Mac’s Board of Directors from December 2019 through May 2021. He also previously served on the board of directors of AgriBank Farm Credit Bank from 2014 to 2021 (including as chair of the Risk Management Committee from 2016 to 2018), and on the board of directors of Farm Credit Services of America from 2007 to 2014 (including as chair of the Compensation Committee and Risk Work Group, a member of the Business Risk Committee, and 2-year terms as both chair and vice-chair). Mr. Shaw is the chair of the Edgar Township Board and studied business and economics at Nebraska Wesleyan University.
PROPOSAL 1: ELECTION OF DIRECTORS
| Chester J. Culver | Director Since: May 18, 2022 | AGE: 59 |
PROPOSAL 1: ELECTION OF DIRECTORS
CHESTER J. CULVER, 59, has been a member of the Board of Directors of Farmer Mac since May 18, 2022 and serves as chair of the Public Policy and Corporate Social Responsibility Committee, chair of the Cybersecurity Subcommittee of the Enterprise Risk Committee, and as a member of the Enterprise Risk Committee and the Human Capital and Compensation Committee. He also previously served on Farmer Mac's Board from 2012 to 2019 as an appointee of President Obama. Mr. Culver served as the 40th governor of Iowa from 2007 to 2011. During Mr. Culver's tenure as governor, Iowa was recognized by U.S. News & World Report as one of the “Best Managed States in America,” he created and implemented the largest infrastructure program in the state's history, and he served as chair of both the National Governors Wind Energy Coalition and the Biofuels Coalition. After leaving office in 2011, Mr. Culver founded the Chet Culver Group, a renewable energy, infrastructure, and public policy consultancy based in Des Moines, Iowa and has served as the firm’s President since its founding. Mr. Culver began his public service career working in the Iowa Attorney General’s Office and also served as a teacher and coach in the Des Moines public school system. In 1998, he was elected as the youngest Secretary of State in Iowa history and went on to serve two terms before being elected governor. Mr. Culver is a graduate of the Virginia Polytechnic Institute and State University. He earned a Master of Arts in Teaching (MAT) from Drake University and was awarded a Fulbright Teachers Scholarship.
PROPOSAL 1: ELECTION OF DIRECTORS
| Sara L. Faivre | Director Since: September 30, 2010 | AGE: 60 |
PROPOSAL 1: ELECTION OF DIRECTORS
SARA L. FAIVRE, 60, has been a member of the Board of Directors of Farmer Mac since September 30, 2010 and serves as chair of the Business Development and Business Strategy Committee and as a member of the Human Capital and Compensation Committee and the Public Policy and Corporate Social Responsibility Committee. Dr. Faivre serves as an independent director of the agtech company True Algae and of the tech company One More Cloud. She also sits on the advisory board of Harvest Returns, an ag and agtech investment platform. She consults with emerging agtech and sustainable agricultural firms via Sara Faivre, Inc and has also held various executive positions in several early stage agtech companies, including Chief Science and Technology Officer, President, VP Business Development, and Chief Scientific Officer. From 2005 to 2025, Dr. Faivre co-owned and operated Wild Type Ranch, a grass-fed beef company in Milam County, Texas. In 2025, she founded Wild Type Ranch LLC, a fully regenerative pastured protein farm in Dane County, Wisconsin. Dr. Faivre began her career as a scientist with human and livestock genome projects at the USDA, University of Iowa, University of Illinois, and Texas A&M before becoming a biotech entrepreneur. Dr. Faivre holds a B.S. in Agricultural Business and Animal Science from Iowa State University and a Ph.D. in Genetics from Texas A&M. She is National Association of Corporate Directors Directorship Certified and was named to NACD’s Directorship 100 in 2021. She has served as co-chair of Women Corporate Directors, Austin, and the Austin NACD advisory board, and also serves on the board of NACD-Texas TriCities. Dr. Faivre has earned certificates in Climate Governance, Digital Directorship, Sustainable Capitalism, and Executive Women Leadership.
PROPOSAL 1: ELECTION OF DIRECTORS
| Lowell L. Junkins | Director Since: June 13, 1996 | AGE: 81 |
PROPOSAL 1: ELECTION OF DIRECTORS
LOWELL L. JUNKINS, 81, has been a member of the Board of Directors of Farmer Mac since June 13, 1996 and has served as Board Chair since March 2022. He previously served as Board Chair from September 2010 to January 2020, Acting Board Chair from September 2008 to September 2010, and Board Vice Chair from December 2002 to September 2010 and from January 2020 to March 2022. Mr. Junkins also served as Farmer Mac’s Acting President and Chief Executive Officer from December 2017 to October 2018. Mr. Junkins serves as chair of the Corporate Governance Committee and as a member of the Enterprise Risk Committee and the Public Policy and Corporate Social Responsibility Committee. He was appointed to the Board of Directors by President Clinton in April 1996 while the Senate was in recess and was confirmed by the Senate on May 23, 1997, and was reconfirmed by the Senate in June 2003 and September 2010. Mr. Junkins has worked as a political affairs consultant for Lowell Junkins & Associates in Des Moines, Iowa, since 1987. He owned and operated Hillcrest Farms in Montrose, Iowa until 2024. He also served as Mayor of Montrose from 1971 to 1972. From 1974 through 1985, Mr. Junkins served as an Iowa State Senator, including as minority leader and majority leader from 1981 to 1985.
PROPOSAL 1: ELECTION OF DIRECTORS
| Charles A. Stones | Director Since: December 22, 2020 | AGE: 70 |
PROPOSAL 1: ELECTION OF DIRECTORS
CHARLES A. STONES, 70, has been a member of the Board of Directors of Farmer Mac since December 22, 2020 and serves as chair of the Audit Committee, vice chair of the Public Policy and Corporate Social Responsibility Committee, and as a member of the Credit Committee. Mr. Stones retired from the Kansas Bankers Association in 2019 after serving 15 years as President and 33 years overall, including roles as director of member relations, director of research, senior vice president, and head lobbyist. At the start of his career, he worked in the investment division of Fourth National Bank for seven years before joining the Kansas Bankers Association in 1986. Mr. Stones previously served on the boards of banking schools in Nebraska and Wisconsin. He graduated from Washburn University in Topeka, Kansas with a degree in Communications.
PROPOSAL 1: ELECTION OF DIRECTORS
| Lajuana S. Wilcher | Director Since: December 20, 2019 | AGE: 70 |
PROPOSAL 1: ELECTION OF DIRECTORS
LAJUANA S. WILCHER, 70, has been a member of the Board of Directors of Farmer Mac since December 20, 2019, and has served as Board Vice Chair since March 2022. She previously served as Board Chair from January 2020 to March 2022. Ms. Wilcher serves as the acting chair of the Enterprise Risk Committee, the vice chair of the Corporate Governance Committee, and as a member of the Public Policy and Corporate Social Responsibility Committee. Ms. Wilcher has owned and operated Scuffle Hill Farm in Alvaton, Kentucky since 2005, where she boards horses and grows and square bales orchard grass and fescue hay. She serves on the board of the Warren County Conservation District and is a Certified Crop Advisor, a Master Grazer, and a Master Cattleman. Ms. Wilcher has also been a partner at the law firm English, Lucas, Priest & Owsley, LLP since 2006, where she represents clients on complex environmental permitting, enforcement, and regulatory compliance matters. Ms. Wilcher’s extensive experience as a leader and manager of large federal and state government agencies includes stints at the United States Department of Agriculture (USDA), Environmental Protection Agency (EPA), and the Commonwealth of Kentucky. She was confirmed by the United States Senate in 1989 to be the Assistant Administrator of Water for EPA, where she served until 1993. Ms. Wilcher also served as the Cabinet Secretary of Kentucky’s Environmental and Public Protection Cabinet from 2003 to 2006, which included Kentucky’s banking, securities, and insurance regulatory agencies, among other things. She currently serves as the chair of the Energy and Environmental Policy Council for the Kentucky Chamber of Commerce. Ms. Wilcher received a Bachelor of Science degree from Western Kentucky University and a J.D. from Salmon P. Chase College of Law, Northern Kentucky University. Ms. Wilcher has also attained the CERT Cybersecurity Oversight Certification for Directors. Besides the affiliations described above, the Nominees and Appointed Members are active in many local and national trade, commodity, charitable, educational, and religious organizations.
PROPOSAL 1: ELECTION OF DIRECTORS
| Qualifications, Attributes, Skills, and Experience To Be Represented on the Board |
PROPOSAL 1: ELECTION OF DIRECTORS
The Corporate Governance Committee has identified particular qualifications, attributes, skills, and experience that are important to be represented on the Board as a whole in light of Farmer Mac's current needs and business priorities. Farmer Mac's business is focused primarily on agricultural, agribusiness, and rural infrastructure lending. Therefore, the Corporate Governance Committee believes that the Board should include some directors who possess knowledge of the underlying industries. Dr. Faivre, Ms. Gales, Ms. Wilcher, and Messrs. Culver Davidson, Junkins, Plagge, Riel, Sexton, and Shaw bring to the Board experience in agricultural production. Messrs. Culver, Riel, and Ware bring to the Board experience with the rural infrastructure industry. Farmer Mac's business also involves complicated financial transactions and complex accounting issues. The Corporate Governance Committee therefore believes that the Board should include some directors with a high level of financial literacy or accounting training or experience, as well as directors with knowledge of finance or capital markets. Dr. Faivre, Ms. Gales, and Messrs. Culver, Davidson, Engebretsen, Johnson, Junkins, McKissack, Plagge, Riel, Sexton, Shaw, Stones and Ware bring financial literacy to the Board. Dr. Faivre, Ms. Gales, and Messrs. Culver, Davidson, Junkins, Engebretsen, McKissack, Plagge, Sexton, and Ware have accounting training or financial reporting experience. Dr. Faivre, Ms. Gales, and Messrs. Culver, Davidson, Engebretsen, Junkins, McKissack, Plagge, Riel, and Sexton have knowledge of or experience with agricultural finance, capital markets, financial investments, or lending. As a Congressionally chartered, highly regulated, government-sponsored enterprise, Farmer Mac must comply with a variety of regulatory and statutory requirements and be aware of developments in the political arena. The Corporate Governance Committee therefore believes that governmental or political expertise should be represented on the Board. That governmental, political, or public policy experience is brought to the Board by Dr. Faivre, Ms. Wilcher, and Messrs. Culver, Junkins, and Stones, all of whom were appointed to the Board by the President of the United States and confirmed by the Senate, as well as Messrs. Plagge and Sexton. As the landscape of opportunities and risks facing Farmer Mac and its stakeholders changes over time, the Corporate Governance Committee believes that it is important for the Board to have members with experience in strategic planning, risk management, and other relevant areas. Dr. Faivre, Ms. Gales, Ms. Wilcher, and Messrs. Culver, Davidson, Engebretsen, Junkins, Johnson, Plagge, Riel, Sexton, Shaw, Stones, and Ware have experience in strategic planning. Dr. Faivre, Ms. Gales, and Messrs. Culver, Davidson, Engebretsen, Johnson, Plagge, Riel, Sexton, and Shaw have experience in risk assessment, management, and control. Ms. Wilcher and Messrs. Culver, Engebretsen, Plagge, Riel, Sexton, and Ware bring to the Board relevant cybersecurity oversight or information technology experience. Dr. Faivre, Ms. Gales, Ms. Wilcher, and Messrs. Culver, Junkins, Plagge, Riel, Sexton, and Ware bring to the Board relevant experience in human capital management and talent development. Dr. Faivre and Messrs. Engebretsen, Junkins, Johnson, Plagge, Sexton, and Stones bring to the Board relevant marketing and public relations experience. Dr. Faivre, Ms. Gales, and Messrs. Culver, Davidson, Engebretsen, Johnson, McKissack, Plagge, Riel, Sexton, Shaw, and Ware bring to the Board relevant experience from current or previous service on other boards. Dr. Faivre, Ms. Wilcher, and Messrs. Culver, Engebretsen, Junkins, Johnson, McKissack, Plagge, Riel, Sexton, Stones, and Ware have relevant experience as an executive. That a director is not named in the discussion of a particular attribute does not mean that the director does not possess that qualification or skill, but that it is not a specific area of focus or expertise on which the Board currently relies.
PROPOSAL 1: ELECTION OF DIRECTORS
| 2025 Board Qualifications and Skills |
PROPOSAL 1: ELECTION OF DIRECTORS
| Compensation of Directors |
PROPOSAL 1: ELECTION OF DIRECTORS
In November 2023, the Board approved an increase to the base annual cash retainer payable to each director from $66,500 to $69,000 for 2024. The Board also approved an increase to the targeted value for the annual equity award granted to each director from $66,500 to $69,000 for 2024. The overall targeted total compensation per director of $138,000 per year for 2024 represented a 3.8% increase compared to the overall targeted total compensation of $133,000 per year for 2023. The Board maintained the incremental cash retainers payable in 2024 to the Board Chair, the Board Vice Chair, and the chairs of the eight Board committees at the same levels as the incremental cash retainers paid in 2023, as shown below:
PROPOSAL 1: ELECTION OF DIRECTORS
| Position | 2024 Incremental Retainer ($) | | Board Chair | $50,000 | | Board Vice Chair | $25,000 | | Chair of the Audit Committee | $15,000 | | Chair of the Corporate Governance Committee | $12,000 | | Chair of the Enterprise Risk Committee | $12,000 | | Chair of the Finance Committee | $12,000 | | Chair of the Human Capital and Compensation Committee | $12,000 | | Chair of the Business Development and Business Strategy Committee | $6,000 | | Chair of the Credit Committee | $6,000 | | Chair of the Public Policy and Corporate Social Responsibility Committee | $6,000 |
PROPOSAL 1: ELECTION OF DIRECTORS
No director who serves as the chair of a committee designated to receive an incremental annual cash retainer is entitled to receive it if that director is already receiving the incremental annual cash retainer payable to the Board Chair or the Board Vice Chair. Because the Board Chair also serves as the chair of the Corporate Governance Committee, the incremental retainer for the chair of that committee is not paid. The aggregate amount of cash compensation received by all persons who served on the Board in 2024 was approximately $1,200,000 for their service on the Board. This cash compensation amount includes cash payments made in lieu of dividends that would have been paid on shares of Class C Non-Voting Common Stock acquired during the year as a result of the vesting of annual equity awards in the form of restricted stock units (RSUs). In lieu of all or a portion of their cash retainers, directors may elect to receive shares of Class C Non-Voting Common Stock on a quarterly basis based on the fair market value on the date of acquisition. On March 5, 2024, each of the 15 sitting Board members was granted 373 time-based RSUs representing shares of Class C Non-Voting Common Stock as an annual equity award. The number of RSUs granted was calculated in accordance with the Board's policy on equity compensation grants using a targeted value of $69,000 based on the average stock price over the previous 30 calendar days ending February 27, 2024 (seven calendar days before the grant date). Based on the stock price at the time of these grants, the actual value on March 5, 2024 was $74,055 to each sitting director. On May 16, 2024, Mr. Plagge and Mr. Riel were elected to the Board and each received a pro rata grant of 305 RSUs based on the date they joined the Board. Those grants of RSUs each had a fair value of $55,327 on the date of grant. All of the RSUs granted to each director in either March 2024 or May 2024 vested on March 31, 2025 other than the RSUs granted to former directors Brack, Dobrinski, and Tiarks, which vested as follows: •On May 16, 2024, the date on which Mr. Brack and Mr. Dobrinski retired from the Board, they each vested in 70 shares of Class C Non-Voting Common Stock based on the 373 RSUs granted to them in March 2024, with the remaining 303 shares forfeited. •On February 4, 2025, the date of Mr. Tiarks' death, his estate vested in 321 shares of Class C Non-Voting Common Stock based on the 373 RSUs granted to him in March 2024, with the remaining 52 shares forfeited. The following table sets forth the compensation awarded during 2024 to each person who served on the Board in 2024:
PROPOSAL 1: ELECTION OF DIRECTORS
| Name | Fees Earned or Paid in Cash1 ($) | Stock Awards2 ($) | All Other Compensation3 ($) | Total ($) | | Dennis L. Brack4 | 25,970 | 74,055 | 2,894 | 102,919 | | Chester J. Culver | 72,758 | 74,055 | 2,796 | 149,609 | | Richard H. Davidson | 73,516 | 74,055 | 2,796 | 150,367 | | Everett M. Dobrinski4 | 28,228 | 74,055 | 2,894 | 105,177 | | James R. Engebretsen | 81,000 | 74,055 | 2,796 | 157,851 | | Sara L. Faivre | 75,000 | 74,055 | 2,796 | 151,851 | | Amy H. Gales | 75,000 | 74,055 | 2,796 | 151,851 | | Mitchell A. Johnson | 69,000 | 74,055 | 2,796 | 145,851 | | Lowell L. Junkins | 119,000 | 74,055 | 2,796 | 195,851 | | Eric T. McKissack | 69,000 | 74,055 | 2,796 | 145,851 | | Jeffrey L. Plagge4 | 43,220 | 55,327 | — | 98,547 | | Kevin G. Riel4 | 43,220 | 55,327 | — | 98,547 | | Robert G. Sexton | 69,000 | 74,055 | 2,796 | 145,851 | | Charles A. Stones | 84,000 | 74,055 | 2,796 | 160,851 | | Roy H. Tiarks4 | 81,000 | 74,055 | 2,796 | 157,851 | | Todd P. Ware | 76,516 | 74,055 | 2,796 | 153,367 | | LaJuana S. Wilcher | 94,000 | 74,055 | 2,796 | 170,851 |
PROPOSAL 1: ELECTION OF DIRECTORS
1 Includes amounts that the following directors earned during 2024 and voluntarily used to purchase, at market value, newly issued shares of Class C Non-Voting Common Stock in lieu of receiving some or all of their retainers in cash: Mr. Culver ($14,273), Mr. Engebretsen ($79,532), Ms. Gales ($74,779), Mr. Johnson ($66,028), Mr. Junkins ($5,515), Mr. McKissack ($25,646), Mr. Sexton ($24,655), and Mr. Ware ($12,682). The number of shares of Class C Non-Voting Common Stock received by these directors was based on the closing price of the Class C Non-Voting Common Stock on the last business day of each quarter from March 31, 2024 to December 31, 2024, as reported by the NYSE. 2 The grant date fair value of each RSU awarded to all sitting members of the Board on March 5, 2024 was $198.54 (the closing price of the Class C Non-Voting Common Stock on that date as reported by the NYSE). Upon retirement from the Board on May 16, 2024, Mr. Brack and Mr. Dobrinski each vested in 70 shares valued at $12,769 based on a price of $182.41 per share (the closing price of the Class C Non-Voting Common Stock on the trading day preceding the vesting date as reported by the NYSE) and forfeited the remaining 303 RSUs awarded to each of them on March 5, 2024. The 305 RSUs awarded to each of Mr. Plagge and Mr. Riel upon their election to the Board on May 16, 2024 were granted at a fair value of $181.40 per share (the closing price of the Class C Non-Voting Common Stock on the grant date as reported by the NYSE). Upon the death of Mr. Tiarks on February 4, 2025, his estate vested in 321 shares valued at $62,666 based on a price of $195.22 per share (the closing price of the Class C Non-Voting Common Stock on the trading day preceding the vesting date as reported by the NYSE) and forfeited the remaining 52 RSUs awarded to him on March 5, 2024. 3 The amount received by each director during 2024 in the category "All Other Compensation" consists of the payment of cash in lieu of dividends that would have been paid on shares related to RSUs granted in March 2023 that vested on March 31, 2024. Mr. Plagge and Mr. Riel did not receive this payment because they did not serve on the Board before March 2024 and therefore did not receive any RSUs that vested in 2024. The amounts received by Mr. Brack and Mr. Dobrinski, who served through May 16, 2024, also include the payment of $98.00 to each as cash in lieu of dividends that would have been paid on 70 shares related to RSUs granted in March 2024 that vested pro rata for each in May 2024 upon their retirement from the Board. 4 Mr. Brack and Mr. Dobrinski retired from the Board effective May 16, 2024. That same day, Mr. Plagge and Mr. Riel were elected to the Board at Farmer Mac's Annual Meeting of Stockholders. Mr. Tiarks died on February 4, 2025. In November 2024, the Board (1) maintained the base annual cash retainer payable to each director at $69,000 for 2025; and (2) approved an increase to the targeted value for the annual equity award granted to each director from $69,000 to $75,000 for 2025. The overall targeted total compensation per director of $144,000 per year for 2025 represented a 4.3% increase compared to the overall targeted total compensation of $138,000 per year for 2024. The Board maintained the same level of incremental annual cash retainers payable to the Board Chair ($50,000) and the Board Vice Chair ($25,000) for 2025 but increased the annual cash retainers payable to the eight committee chairs for 2025 to the levels shown below:
PROPOSAL 1: ELECTION OF DIRECTORS
| Position | 2025 Incremental Retainer ($) | | Chair of the Audit Committee | $17,500 | | Chair of the Corporate Governance Committee | $15,000 | | Chair of the Enterprise Risk Committee | $15,000 | | Chair of the Finance Committee | $15,000 | | Chair of the Human Capital and Compensation Committee | $15,000 | | Chair of the Business Development and Business Strategy Committee | $10,000 | | Chair of the Credit Committee | $10,000 | | Chair of the Public Policy and Corporate Social Responsibility Committee | $10,000 |
PROPOSAL 1: ELECTION OF DIRECTORS
On March 6, 2025, each of the 14 sitting Board members was granted 376 RSUs as an annual equity award. The number of RSUs granted was calculated in accordance with the Board's policy on equity compensation grants using a targeted value of $75,000 based on the average stock price over the previous 30 calendar days ending February 27, 2025 (seven calendar days before the grant date). Based on the stock price at the time of these grants, the actual value on March 6, 2025 was $75,956 to each sitting director. On March 26, 2025, the day Mr. Shaw was appointed to the Board, he was granted a pro-rata annual equity award of 358 RSUs with a grant date value of $69,080. All of the RSUs granted to each director in March 2025 will vest on March 31, 2026 if the director is serving on the Board on that date. In addition to the cash and equity-based compensation described in this section, Farmer Mac also reimburses directors for expenses incurred in performing their duties as directors and pays for continuing education related to their service as directors on the Board.
EXECUTIVE COMPENSATION GOVERNANCE
Farmer Mac has designed its executive compensation program to align with good governance practices. The program reflects our philosophy that: •pay should be aligned with appropriate business objectives, effective risk management, and stockholder interests; and •incentive compensation should depend on company and individual performance without encouraging undue risk-taking. Under the oversight of our Compensation Committee from design to payout, our executive compensation program is based on a pay-for-performance approach (both short-term and long-term) and executive retention. Our executive compensation program has the following key features consistent with sound governance: •Our short-term and long-term incentive compensation is based on balanced frameworks of metrics that are aligned with our mission and support the safety and soundness of Farmer Mac. •We continue to use equity grants to remain competitive with our market for executive talent. Our long-term incentive compensation maintains a balanced mix of stock appreciation rights ("SARs"), performance-based restricted stock units ("RSUs"), and time-based RSUs, placing less emphasis on SARs in the mix of long-term incentive compensation. •Much of the long-term incentive compensation we award is contingent on increased stockholder value and long-term performance through our grants of SARs and performance-based RSUs. •Incentive awards under our performance-based cash and equity plans are subject to caps and specific performance minimums. •We do not provide our executive officers with any pension or supplemental executive retirement plans ("SERPs") that include an enhanced contribution formula compared to the formula used for contributions made by Farmer Mac on behalf of other employees. Executive officers participate in our defined contribution qualified retirement plan available to all employees. Our "make-whole" or "restoration" nonqualified deferred compensation plan offered to some executive officers uses the same contribution formula used to determine Farmer Mac's contributions to the retirement accounts of all employees. •We have an employment agreement with our CEO that is a fixed-term contract. None of our other executive officers have employment contracts. •We provide conservative severance provisions to some executive officers, and we do not provide any additional benefits upon a change-in-control (no "golden parachutes"). •We do not provide some types of perquisites offered by many companies, such as club memberships, company cars, car allowances, private air travel, or security services. •We offer limited perquisites to executive officers above and beyond the benefits provided to all other employees, such as paid parking at our office building located in Washington, DC and an incremental preventive health benefit that provides an opportunity to obtain a comprehensive physical examination and related testing at a specialized medical facility each year. •Our insider trading policy prohibits any director or employee from engaging in pledging and specified hedging activities in Farmer Mac's securities. •We have a stock ownership policy to better align the interests of officers and directors with those of Farmer Mac's stockholders. •We have a compensation recovery or "clawback" policy that is consistent with SEC and NYSE requirements, which allows us to recover incentive compensation from current or former executive officers for an accounting restatement, termination of employment for "cause," or an incorrect calculation of a financial measure used to determine the value or amount of incentive compensation. •We evaluate our executive compensation program regularly to ensure that it does not create incentives for employees to take material risks.
Peer Groups and Market Posture
Peer Groups and Market Posture Farmer Mac is a federally chartered corporation created to establish a secondary market for agricultural and rural loans designed to: •increase the accessibility of financing for American agriculture and rural infrastructure; •provide greater liquidity and lending capacity for agricultural and rural lenders; and •facilitate intermediate-term and long-term agricultural and rural funding across business cycles. Farmer Mac is unique because it is a government-sponsored enterprise ("GSE") regulated by the Farm Credit Administration but is also a publicly-traded financial services company. It is therefore difficult to identify "peer" companies for comparison purposes. However, the Compensation Committee has worked with Aon to identify a blend of comparably-sized publicly-traded financial services companies and other mission-focused financial institutions whose business and risk profiles align with Farmer Mac's. The result is a peer group that includes public banks, Farm Credit System ("FCS") institutions, Federal Home Loan Banks ("FHLBs"), and National Rural Utilities Cooperative Finance Corporation ("CFC"), a mission-focused, financially-oriented cooperative based in the Washington, DC metropolitan area focused on financing rural infrastructure. The Compensation Committee uses a peer group to assess competitive practices. Any peer group used by Farmer Mac is selected based on criteria approved by the Compensation Committee and is designed to align the peer group with the unique attributes of Farmer Mac. The peer group used for 2024 executive compensation decisions included two segments that grouped similar types of organizations for analysis – one segment composed of public banks and one GSE segment composed of FCS institutions and FHLBs. That peer group reflects the Compensation Committee's decision in August 2023, as part of its regular annual review of the peer group, to maintain the public banks and GSE segments of the peer group without change other than to reflect merger activity to help inform executive compensation decisions for 2024. The Compensation Committee also continued to use CFC's executive compensation information in composite peer group data for 2024 executive compensation decisions. The Compensation Committee selected the organizations in the 2024 peer group to balance traditional asset comparisons with total employee headcount, operating expense, complexity of operations, number of products, and realistic career opportunities. The Compensation Committee believes that this approach to the peer group: •remains relevant to Farmer Mac in business and organizational focus; •provides valuable information about relevant but distinct labor markets; •is of sufficient size to buffer against the effects of removals due to acquisitions and mergers; and •is robust enough to ensure statistical reliability of benchmarking data. The Compensation Committee used the following peer group to help determine the competitive market for 2024 executive compensation decisions:
Other Relevant Organization Used in Composite Data
Other Relevant Organization Used in Composite Data •National Rural Utilities Cooperative Finance Corporation The Compensation Committee evaluated this peer group in August 2024 as part of its annual review and made the following adjustments to the peer group to help inform executive compensation decisions for 2025: •removed Northwest Bancshares, Inc. and Provident Financial Services, Inc. from the public banks segment of the peer group; and •added Merchants Bancorp to the public banks segment of the peer group. The Compensation Committee believes that these peer groups are useful tools to assist the Compensation Committee in assessing Farmer Mac's executive compensation program but provide only one perspective. Because of Farmer Mac's unique business model and the importance of multiple factors that should be considered in making compensation decisions, the Compensation Committee has also concluded that competitive market data from any segment or peer group should not be the primary consideration in determining specific pay levels, especially for positions that are not the Chief Executive Officer or the Chief Financial Officer. Our compensation program aims to reward individuals for achieving our goals and to attract, retain, and motivate our executive team, whose skills are critical to the current and long-term success of Farmer Mac. In establishing compensation for 2024, the Compensation Committee examined pay data from the applicable peer group to stay current with market pay practices and design trends and to assess the competitiveness of overall compensation, but the Committee did not rely only on this data. We use data from the peer groups for reference and informational purposes but also consider factors such as proprietary broader market survey data provided by our compensation consultants and our executive officers' individual performance, experience, and scope of role given our unique strategy and mission. We do not specifically weight any of these criteria in making compensation decisions, nor do we target a specific percentile of any segment or peer group. We manage total compensation to be competitive and vary the specific components of compensation to achieve our total compensation philosophy. For each named executive officer other than Farmer Mac's Chief Executive Officer, the Compensation Committee considered recommendations of the Chief Executive Officer along with the above-described factors in establishing compensation for 2024.
Approach to Incentive Compensation
Approach to Incentive Compensation Farmer Mac strives to deliver a significant portion of total compensation for executive officers through both short-term and long-term incentives that vary with actual business and personal performance. Short-Term Incentive Compensation. The Compensation Committee establishes performance measures under the short-term incentive plan each year in an effort to balance growth in business volume, earnings, and revenues with prudent risk management objectives. For 2024, the Compensation Committee established four performance measures to quantify these objectives: •Business Volume •Earnings •Total Revenues •Ratio of Substandard Assets to Regulatory Capital The Compensation Committee has also included a discretionary "Leadership and Strategic Performance" measure for each named executive officer, as discussed on page 41. In determining whether the targets are met, the Compensation Committee defines the performance measures as follows: •"Business Volume": as of any date of determination, the total outstanding amount of Farmer Mac's on- and off-balance sheet program assets attributable to Farmer Mac's lines of business, including any subordinated or non-guaranteed tranches of securitized assets and loans serviced for others but excluding any assets held in Farmer Mac's liquidity investment portfolio. The Business Volume performance measure used to determine short-term incentive compensation for 2024 used an average of month-end balances during the calendar year. •"Earnings": core earnings (a non-GAAP financial measure reported by Farmer Mac described below) excluding the after-tax effects of provisions for losses, gains or losses on fair value, or sale of real estate owned ("REO") property. •"Total Revenues": net effective spread (a non-GAAP financial measure reported by Farmer Mac described below) plus all other gains and fees. •"Substandard Assets" and "Regulatory Capital": as reported in Farmer Mac's Annual Report on Form 10-K as of December 31, but excluding REO property. Core earnings, as described in Farmer Mac's Annual Report on Form 10-K filed with the SEC on February 21, 2025, differs from GAAP net income attributable to common stockholders by excluding the effects of fair value fluctuations and the effects of specified infrequent or unusual transactions. In summary, the non-GAAP reconciling items between the two measures are: •gains or losses on undesignated financial derivatives due to fair value changes; •gains or losses on hedging activities due to fair value changes; •unrealized gains or losses on trading securities; •amortization of premiums or discounts and deferred gains on assets consolidated at fair value; •the net effects of terminations or net settlements on financial derivatives; and •the exclusion of the effects of specified infrequent or unusual transactions that Farmer Mac believes are not indicative of future operating results and that may not reflect the trends and economic financial performance of Farmer Mac's core business, such as the recognition of deferred issuance costs on the retirement of preferred stock. Farmer Mac believes that core earnings is a better measure than GAAP net income attributable to common stockholders to evaluate Farmer Mac's economic performance, transaction economics, and business trends because GAAP net income attributable to common stockholders can be affected significantly by periodic fluctuations in the fair value of the assets held by Farmer Mac. Those fluctuations are not related to Farmer Mac's fundamental business and are not expected to have a cumulative net impact on Farmer Mac's financial condition or results of operations over time because those assets are generally held to maturity. Farmer Mac uses net effective spread, as described in Farmer Mac's Annual Report on Form 10-K filed with the SEC on February 21, 2025, to measure the net spread Farmer Mac earns between its interest-earning assets and the related net funding costs of these assets. Farmer Mac believes that net effective spread is a useful alternative measure that reflects the economics of the net spread between all the assets owned by Farmer Mac and all related funding, including any associated derivatives, some of which may not be included in GAAP net interest income. Net effective spread differs from GAAP net interest income by excluding certain items from net interest income related to consolidated trusts and fair value changes of financial derivatives and including certain other items related to financial derivatives that net interest income does not contain. In summary, the differences between the two measures are: •Farmer Mac excludes from net effective spread the interest income and interest expense associated with consolidated trusts and the average balance of the loans underlying these trusts to reflect management's view that the net interest income Farmer Mac earns on the related Farmer Mac Guaranteed Securities owned by third parties is effectively a guarantee fee. Accordingly, the excluded interest income and interest expense associated with consolidated trusts is reclassified to guarantee and commitment fees in determining Farmer Mac's core earnings. •Farmer Mac also excludes from net effective spread the fair value changes of financial derivatives and the corresponding assets or liabilities designated in fair value hedge accounting relationships because they are not expected to have an economic effect on Farmer Mac's financial performance, as we expect to hold the financial derivatives and corresponding hedged items to maturity. •Net effective spread includes the accrual of income and expense related to the contractual amounts due on financial derivatives that are not designated in hedge accounting relationships ("undesignated financial derivatives"). For undesignated financial derivatives, Farmer Mac records the income or expense related to the accrual of the contractual amounts due in "Gains on financial derivatives" on the consolidated statements of operations, but the accrual of the contractual amounts due for undesignated financial derivatives are included in Farmer Mac's calculation of net effective spread. •Net effective spread includes the net effects of terminations or net settlements on financial derivatives. The inclusion of these items in net effective spread reflects our view of the complete net spread between an asset and all of its related funding, including any associated derivatives, whether or not they are designated in a hedge accounting relationship. The Compensation Committee measures achievement against each of these performance measures as of year-end. Each performance measure is weighted as determined by the Compensation Committee, and the Compensation Committee establishes thresholds within each performance measure to determine the actual levels of attainment necessary for payout. Although it is always a challenge to narrow down to a few measures, the Compensation Committee chose these measures because they most closely represent the business goals established by the Board and management and balance the need for growth in business volume, earnings, and revenues; the maintenance of disciplined underwriting and high credit quality through prudent risk management; and continued financial stability with the enhancement of stockholder value.
Approach to Incentive Compensation
Long-Term Incentive Compensation and Policies and Practices Related to the Grant of Equity Awards. For long-term incentive compensation for executive officers, the Compensation Committee grants equity-based compensation each year in the form of SARs, performance-based RSUs, and time-based RSUs. Executive officers are the only employees who receive SARs and performance-based RSUs. Members of the Board and non-executive employees do not receive those types of equity awards and receive only time-based RSUs. All grants of equity-based compensation must comply with a policy approved by Farmer Mac's Board designed to: •create a framework for a consistent process for granting equity-based awards; •prevent the backdating of awards; •prohibit the manipulation of the timing of the public release of material information or of an award with the intent to benefit an award recipient; and •ensure the overall integrity and efficiency of Farmer Mac’s award process. Under this policy, for grants of equity-based compensation awards in the form of RSUs, the number of RSUs awarded is based on a target long-term incentive value for the individual divided by the average closing price of Farmer Mac’s Class C Non-Voting Common Stock over the previous 30 calendar days ending seven calendar days before the grant date. For equity grants in the form of SARs, the number of SARs awarded is based on a target long- term incentive value for the individual divided by the Black-Scholes value ending seven calendar days before the grant date based on assumptions consistent with the assumptions Farmer Mac uses for determining stock-based compensation expense under GAAP. The Board policy requires the exercise price or grant price of any SAR to be the fair value of Farmer Mac’s Class C Non-Voting Common Stock on the grant date, defined as the closing price of that stock as reported by the NYSE on the grant date. Farmer Mac generally grants equity-based compensation to directors and employees (including to our named executive officers) each year between three and ten business days after the filing of Farmer Mac's Annual Report on Form 10-K with the SEC. Awards may also be made in special circumstances such as the start of employment, exceptional performance, promotion, assumption of additional duties, or to incentivize continued employment. The annual equity grants to executive officers are generally allocated as follows: •50% of the applicable targeted value in time-based RSUs; •25% of the applicable targeted value in performance-based RSUs; and •25% of the applicable targeted value in SARs. During the last fiscal year, the Compensation Committee did not take material nonpublic information into account when determining the timing or terms of equity awards, except that Farmer Mac does not grant equity awards during periods in which there is material nonpublic information about Farmer Mac, including during blackout periods or at any time during the period beginning four business days before and ending one business day after the filing of any Form 10-Q or 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information. Farmer Mac has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The performance-based RSUs granted in March 2024 are linked to Farmer Mac's performance so that the RSUs will vest on March 31, 2027 only if Farmer Mac achieves specified long-term performance goals for 3-year cumulative Earnings as of December 31, 2026, subject to “gatekeeper” metrics related to capital and asset quality. These performance-based RSUs may increase or decrease above or below the targeted value at the time of grant, depending on actual performance, with the potential payout ranging from 0% to 200% of the target number of shares determined on the grant date. The Compensation Committee established the long-term incentive performance goals to reward achievements directly related to Farmer Mac's strategic plan to grow Earnings while maintaining safety and soundness. The Compensation Committee continues to believe that grants of SARs provide a valuable way to link the executives' long-term incentive compensation to the interests of Farmer Mac's stockholders. SARs only have realizable value to the extent that the stockholders have received an increase in value while the SARs are outstanding. See "Executive Compensation Governance—Compensation Discussion and Analysis—Total Compensation Elements—Long-Term Incentive Compensation" for more information about the equity-based grants to named executive officers in 2024.
2024 Target Compensation Levels
| Name | Base Salary | Target Bonus | Target Total Cash Compensation1 | Target Long-Term Incentive Value2 | Target Total Direct Compensation3 | | Bradford T. Nordholm | $800,000 | $800,000 (100% of base salary) | $1,600,000 | $1,450,000 | $3,050,000 | | Aparna Ramesh | $540,000 | $270,000 (50% of base salary) | $810,000 | $450,000 | $1,260,000 | | Zachary N. Carpenter | $465,000 | $348,750 (75% of base salary) | $813,750 | $450,000 | $1,263,750 | | Stephen P. Mullery | $500,000 | $200,000 (40% of base salary) | $700,000 | $300,000 | $1,000,000 | | Marc J. Crady | $415,000 | $166,000 (40% of base salary) | $581,000 | $190,000 | $771,000 |
2024 Target Compensation Levels
1 Target total cash compensation equals approved base salary plus target bonus. 2 Includes the targeted value of time-based RSUs, performance-based RSUs, and SARs, allocated at 50%, 25%, and 25%, respectively, of the total equity award granted in 2024. The number of RSUs and SARs actually granted in March 2024 was determined in accordance with the Board policy on grants of equity-based compensation described above in "Approach to Incentive Compensation—Long-Term Incentive Compensation." 3 Target total direct compensation equals target total cash compensation plus the target long-term incentive value. In determining the target compensation levels for 2024, the Compensation Committee reviewed peer group market information provided by Aon for the compensation elements of base salary, target total cash compensation, and target total direct compensation for each position. The Compensation Committee also reviewed other market information related to trends in the broader banking and financial services industry provided by Aon to provide more context. In determining each element of target compensation for 2024, the Compensation Committee considered the applicable market information in relation to Farmer Mac's performance and the relevant position in the peer group. The Compensation Committee also considered factors unique to each individual, such as an individual's: •performance, expertise, experience, competencies, and skills; •contribution to Farmer Mac's performance; •tenure at Farmer Mac; •future potential; •scope of responsibility and accountability within Farmer Mac; •ethics and integrity; and •other leadership attributes and accomplishments. The Compensation Committee does not target a specific percentile in the peer group for each element of total direct compensation and considers the variety of factors described above in considering the range of competitiveness for target total direct compensation. The Compensation Committee evaluated the total compensation package for each executive officer with a title of Senior Vice President and higher during first quarter 2024. Based on the Compensation Committee’s review of peer group and other market data related to the broader banking and financial services industry, the Compensation Committee approved the following changes to named executive officer compensation for 2024 compared to 2023: •Bradford T. Nordholm: Maintained annual base salary at $800,000 and the fixed target percentage for target bonus at 100% of base salary. Increased the targeted value of long-term incentive awards by $250,000 compared to the regular 2023 grant of equity compensation (excluding the target value of a special one-time incentive equity award of 15,000 performance-based RSUs granted in March 2023 that was designed to retain Mr. Nordholm as Farmer Mac’s President and Chief Executive Officer through the end of the term of his amended employment agreement, as well as to promote the achievement of specified performance goals). The cumulative effect of these actions was to increase Mr. Nordholm's total target direct compensation by 8.9% for 2024 compared to his targeted level for 2023 (excluding the special incentive equity award). •Aparna Ramesh: Increased annual base salary by $15,000 and maintained the fixed target percentage for target bonus at 50% of base salary. Increased the targeted value of long-term incentive awards by $50,000 compared to the 2023 grant of equity compensation. The cumulative effect of these actions was to increase Ms. Ramesh's total target direct compensation by 6.1% for 2024 compared to her targeted level for 2023. •Zachary N. Carpenter: Increased annual base salary by $15,000 and maintained the fixed target percentage for target bonus at 75% of base salary. Increased the targeted value of long-term incentive awards by $50,000 compared to the 2023 grant of equity compensation. The cumulative effect of these actions was to increase Mr. Carpenter's total target direct compensation by 6.4% for 2024 compared to his targeted level for 2023. •Stephen P. Mullery: Increased annual base salary by $15,000 and maintained the fixed target percentage for target bonus at 40% of base salary. Maintained the targeted value of long-term incentive awards at the same level as the 2023 grant of equity compensation. The cumulative effect of these actions was to increase Mr. Mullery's total target direct compensation by 2.1% for 2024 compared to his targeted level for 2023. •Marc J. Crady: Increased annual base salary by $15,000 and maintained the fixed target percentage for target bonus at 40% of base salary. Increased the targeted value of long-term incentive awards by $15,000 compared to the 2023 grant of equity compensation. The cumulative effect of these actions was to increase Mr. Crady's total target direct compensation by 4.9% for 2024 compared to his targeted level for 2023. Base Salary. We pay base salary to provide current and prospective executives with a predictable core amount of annual compensation, regardless of Farmer Mac's financial results, so long as the executives perform their duties in a competent, professional manner. The Compensation Committee sets this pay element at a level that, by itself, would provide executives with a level of financial security commensurate with the competitive market, but not at a level expected to be adequate alone to retain executives or motivate outstanding performance. The Compensation Committee strives to balance the annual base salary with the opportunity for executives to realize value in the form of both short-term and long-term incentive compensation, while remaining competitive relative to the peer group. The Compensation Committee reviews the base salaries of Farmer Mac's executive officers annually shortly after the end of the calendar year, as well as at the time of promotions or other changes in responsibilities. Increases in salary usually take effect on January 1 unless a promotion or new hire requires a different timing. In March 2024, the Compensation Committee determined the 2024 annual base salaries of Ms. Ramesh and Messrs. Nordholm, Carpenter, Mullery, and Crady based on an evaluation of each individual's performance, experience, level of responsibilities, level of base salary, and peer group market data provided by Aon. The Committee maintained Mr. Nordholm's annual base salary at $800,000 for 2024, which is the base salary contemplated in the September 2022 first amendment to Mr. Nordholm's amended employment agreement. The Compensation Committee approved $15,000 increases to the annual base salaries of each of Ms. Ramesh and Messrs. Carpenter, Mullery, and Crady, which were effective retroactively to January 1, 2024.
2024 Target Compensation Levels
The Compensation Committee reviewed the base salaries of Mr. Nordholm and Mr. Mullery in early 2025 but did not increase their base salaries for 2025 above the 2024 levels of $800,000 for Mr. Nordholm and $500,000 for Mr. Mullery. Annual Cash Incentive Compensation. We provide annual cash incentive compensation to motivate and reward performance by the executive officers. We measure this performance by comparing Farmer Mac's results against specified short-term goals established by the Compensation Committee and reviewed by the Board. In determining the performance goals and weightings for the year, the Compensation Committee considers competitive practices for incentive design and seeks to encourage prudent risk-taking within Board-established parameters by balancing growth in business volume, earnings, and revenues with risk management objectives. Consistent with this philosophy, the Compensation Committee chose performance goals and weightings for 2024 that it believed struck the appropriate balance among the corporate goals of earnings (25% weight), revenues (15% weight), business volume (10% weight), and asset quality (15% weight), as well as an individual's leadership and strategic performance (35% weight). For short-term incentive compensation for performance in 2024, the Compensation Committee decided to maintain the same design and metrics used to determine short-term incentive compensation for 2023 while calibrating the threshold, target, and maximum amounts with appropriate increases over 2023 results and consistent with Farmer Mac's 2024 business plan. These goals most closely represent the business strategies and objectives established by the Board and management in Farmer Mac's business plan for 2024 and seek to reward responsible growth by balancing the need for growth in earnings, revenues, and business volume; the maintenance of disciplined underwriting and high credit quality through prudent risk management; and continued financial stability with enhancement of stockholder value. The Compensation Committee believes that these short-term goals align with Farmer Mac's long-term goals and public mission. As described below, Farmer Mac must also achieve pre-established financial and business thresholds before any annual cash incentive compensation will be paid. For 2024, each of the named executive officers earned the percentages of the components of his or her annual targeted cash incentive compensation as described in the table below. 65% of each individual's incentive compensation for 2024 reflected Farmer Mac's attainment of the specified measures, which was the same for all named executive officers. The other 35% of an individual's cash incentive compensation reflected the Compensation Committee's qualitative evaluation of the achievements toward the strategic initiatives of Farmer Mac by each individual and the named executive officers as a group. For actual performance between threshold, target, and maximum amounts, the annual incentive award earned is interpolated on a straight-line basis. If performance falls below the threshold amount, no payment is made. Payout for performance at or above the maximum amounts is capped at 200%. For 2024, Farmer Mac met or exceeded: •the amount set forth in the target column for "Business Volume"; and •the amounts set forth in the threshold column for "Earnings," "Total Revenues," and "Ratio of Substandard Assets to Regulatory Capital." The Compensation Committee places the most weight in the short-term incentive "scorecard" on the "Leadership and Strategic Performance" component (weighted at 35%) because the Committee believes that some accomplishments in this area that are more subjective and not easily quantified can be significant drivers of long-term stockholder value. Some factors the Compensation Committee considers in its qualitative evaluation of each named executive officer were an individual's professional skills, leadership, responsibility, work organization, initiative, creativity, dedication, resourcefulness, and level of contribution to the attainment of business plan objectives and strategic initiatives. The Compensation Committee reviewed Farmer Mac's 2024 accomplishments and qualitatively judged, in its evaluation, the 2024 achievements by each of the named executive officers and the named executive officers as a group, with particular focus on: •achieving record earnings and revenue growth while maintaining excellent credit quality and strengthening Farmer Mac's capital position through retained earnings; •maintaining strong liquidity and uninterrupted access to the debt capital markets at favorable rates; •increasing long-term stockholder value by achieving strong return-on-equity and total stockholder return; •successfully completing a fourth and fifth structured securitization transaction that decreased Farmer Mac's credit risk and improved its capital efficiency, while retaining rights to future recurring fee income; •improving Farmer Mac's operations by enhancing its internal loan servicing capabilities; •continued progress on developing the talent and infrastructure to handle more complex commercial loans; •the outstanding leadership demonstrated by Farmer Mac's executives working as a team in the face of macroeconomic disruptions as Farmer Mac continued to provide needed liquidity and lending capacity to lenders serving rural America; •effectively managing a growing and dispersed workforce while adding talent to the organization and maintaining low employee attrition and an operating efficiency below 30%; •further enhancing Farmer Mac's long-term strategic planning, thought leadership, and the effectiveness of risk management; •continued progress on strategic initiatives to promote effective outreach to key stakeholders and to broaden, deepen, and diversify Farmer Mac's sources of business; and •Farmer Mac's continued compliance with applicable regulatory requirements. The named executive officers were uniformly rated for the "Leadership and Strategic Performance" component for performance in 2024, in contrast to prior years, because of the uniformly high level of teamwork that resulted in the 2024 achievements identified above. When combined, the level of incentive achieved by each of the named executive officers for 2024 was 89.90% of the applicable target bonus. Annual incentive compensation payments for 2024, which are disclosed in "Executive Compensation—Summary Compensation Table," were paid in March 2025.
2024 Target Compensation Levels
1 See pages 36-37 for more detailed descriptions of these measures. For short-term incentive compensation for performance in 2025, the Compensation Committee decided to maintain the same design and metrics used to determine short-term incentive compensation for 2024 while calibrating the threshold, target, and maximum amounts with appropriate increases over 2024 results and consistent with Farmer Mac's 2025 business plan. For 2025, each of the named executive officers will earn percentages of the components of his or her targeted cash bonus for 2025, determined formulaically according to the scorecard below:
2024 Target Compensation Levels
The Compensation Committee retains discretion to award no annual cash incentive pay in appropriate circumstances regardless of the achievement against corporate performance targets. Long-Term Incentive Compensation. The Compensation Committee is keenly aware of the need to discourage excessive risk taking by Farmer Mac's executives while rewarding growth in stockholder value. The Compensation Committee therefore uses a mix of equity compensation for executive officers designed to reward performance and properly align the interests of executive officers with the long-term interests of stockholders through a balance of stock-based awards. The Compensation Committee believes that competitive long-term incentive awards also help retain executives over the longer term. In 2024, long-term incentive compensation consisted of grants of: •time-based RSUs; •performance-based RSUs; and •SARs with an exercise price equal to the fair market value of Farmer Mac's Class C Non-Voting Common Stock on the date of grant. The Compensation Committee considers the annual value of all components of the total compensation package (including base salary, annual incentive cash compensation, long-term incentive pay, and retirement benefits and perquisites) when determining the form and level of long-term equity grants. Although there is no formula for allocation, the long-term incentive grants are considered as part of the overall compensation package. When considering the competitive market, the Compensation Committee looks at the targeted annual value of long-term grants. The targeted annual values reflect the intended compensation for that year, so prior equity grants are considered only if there is a concern with maintaining market competitiveness. In March 2024, the Compensation Committee granted time-based RSUs, performance-based RSUs, and SARs to all five named executive officers after the filing of Farmer Mac's Annual Report on Form 10-K for fiscal year 2023. In setting 2024 equity awards, the Compensation Committee determined a targeted value for the awards to each individual that was competitive and reasonable when compared to Farmer Mac's peer group and the practices of the broader banking and financial services industry, as well as consistent with Farmer Mac's performance and compensation philosophy. •The overall targeted value for the March 2024 regular annual equity awards to Mr. Nordholm of $1,450,000 increased by $250,000 compared to the targeted value of his 2023 regular equity awards (excluding the special one-time incentive equity award of 15,000 performance-based RSUs granted in March 2023 that was designed to retain Mr. Nordholm as Farmer Mac’s President and Chief Executive Officer through the end of the term of his amended employment agreement, as well as to promote the achievement of specified performance goals). •The overall targeted value for the March 2024 equity awards to Ms. Ramesh of $450,000 increased by $50,000 compared to the targeted value of her 2023 equity awards. •The overall targeted value for the March 2024 equity awards to Mr. Carpenter of $450,000 increased by $50,000 compared to the targeted value of his 2023 equity awards. •The overall targeted value for the March 2024 equity awards to Mr. Mullery of $300,000 remained the same as the targeted value of his 2023 equity awards. •The overall targeted value for the March 2024 equity awards to Mr. Crady of $190,000 increased by $15,000 compared to the targeted value of his 2023 equity awards. Time-Based RSUs Granted in 2024 The Compensation Committee granted each of the named executive officers time-based RSUs in March 2024 that vest in three equal annual installments, the first of which vested on March 31, 2025. The second and third installments of those grants will vest on March 31, 2026 and March 31, 2027, respectively, if the individuals are still employed by Farmer Mac on those dates (or have satisfied the retirement provisions of the related award agreement). Because Mr. Nordholm and Mr. Mullery have already satisfied the retirement provisions of the award agreements for the 2024 grants of time-based RSUs, they will vest in the remaining RSUs as scheduled in 2026 and 2027 even if they are no longer employed by Farmer Mac on the vesting dates unless either individual's employment is terminated for cause. Performance-Based RSUs Granted in 2024 The performance-based RSUs granted to the named executive officers in March 2024 will be eligible to vest on March 31, 2027 in an amount determined by the Compensation Committee for each executive officer between 0% and 200% of the target number of RSUs granted to that executive officer. Subject to satisfaction of the “gatekeepers” described below, the number of shares of Farmer Mac Class C Non-Voting Common Stock to be awarded for the vesting of these performance-based RSUs will be based on Farmer Mac's 3-year cumulative Earnings as of December 31, 2026 as follows: •performance at a 3-year cumulative Earnings of $514.8 million is required for vesting of any RSUs and will earn the threshold level of 50% of the target number of RSUs granted; •performance at the target 3-year cumulative Earnings of $624.8 million will earn 100% of the target number of RSUs granted; and •performance at or above 3-year cumulative Earnings of $710.5 million will earn the maximum award of 200% of the target number of RSUs granted. Performance between these 3-year cumulative Earnings goals will earn shares in an interpolated amount of the target number of RSUs granted (50% to 100% of the target number for performance between the threshold goal and target goal and 100% to 200% of the target number for performance between the target goal and "stretch" goal). The "gatekeepers" for the March 2024 grants of performance-based RSUs are: •maintain compliance with all applicable regulatory capital requirements during the January 1, 2024 through December 31, 2026 performance period; •achieve a three-year average ratio of net charge-offs to the average balance of total outstanding on- and off-balance sheet loans, guarantees, and commitments excluding any assets held in Farmer Mac's liquidity investment portfolio ("Net Outstanding Business Volume") less than 20 basis points (0.2%); and •achieve a three-year average percentage of total 90-day delinquencies to the average balance of Net Outstanding Business Volume of less than 1.0%. In performing the calculations for the "gatekeepers," "net charge-offs" means charge-offs to Farmer Mac’s allowance for losses net of actual recoveries plus any writedowns on real estate owned (REO) properties and any gains or losses realized upon disposition of REO properties. Average balances are determined by calculating a simple average of reported balances as of the end of each calendar quarter. SARs Granted in 2024 The SARs granted to the named executive officers in 2024 vest in three equal annual installments, the first of which vested on March 31, 2025. The second and third installments of those grants will vest on March 31, 2026 and March 31, 2027, respectively, if the individuals are still employed by Farmer Mac on those dates (or have satisfied the retirement provisions of the related award agreement). Because Mr. Nordholm and Mr. Mullery have already satisfied the retirement provisions of the award agreements for the 2024 grants of SARs, they will vest in the remaining SARs as scheduled in 2026 and 2027 even if they are no longer employed by Farmer Mac on the vesting dates unless either individual's employment is terminated for cause. 2025 Equity Grants
2024 Target Compensation Levels
In March 2025, the Compensation Committee granted time-based RSUs, performance-based RSUs, and SARs to each of the named executive officers within two weeks after the filing of Farmer Mac's Annual Report on Form 10-K for fiscal year 2024. The Compensation Committee set 2025 equity awards in the same manner as it did in 2024 and in accordance with Farmer Mac's total compensation philosophy described above. These 2025 equity awards are described in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 12, 2025. Retirement Plans. During 2024, Farmer Mac provided retirement benefits for all employees through a 401(k) plan that contains an employer-funded defined contribution element. Farmer Mac annually contributes 13.2% of each employee's base compensation up to the Social Security wage base for the applicable year and 18.9% of each employee's base compensation above the Social Security wage base, up to the compensation limit for the applicable year set by the Internal Revenue Code ("Code"). The Social Security wage base was $168,600 for 2024, and the compensation limit set by the Code was $345,000 for 2024. Based on these contribution formulas and applicable limits, Farmer Mac contributed $55,595 for 2024 to the 401(k) accounts of each of the named executive officers. Farmer Mac's 401(k) plan also permits employees to make their own retirement contributions, subject to applicable limits set by the Code. Farmer Mac also offers a nonqualified deferred compensation plan to designated highly compensated employees. The plan is designed to restore employer retirement contributions for participants to the levels they would have otherwise been eligible to receive in employer contributions under the 401(k) plan absent the limits imposed by the Code on the amount of compensation that can be considered under a qualified retirement plan. Under this nonqualified deferred compensation plan, Farmer Mac credits the account of each participant with an amount equal to 18.9% of the difference between (i) the annual compensation limit under 401(a)(17) of the Code, described above, and (ii) the participant's annual base salary. In calculating employer credits, a participant's annual base salary is capped at $750,000. For 2024, Farmer Mac credited the accounts of Ms. Ramesh and Messrs. Nordholm, Carpenter, Mullery, and Crady in the amounts of $36,855, $76,545, $22,680, $29,295, and $13,230, respectively. See "Executive Compensation Governance—Executive Compensation—Nonqualified Deferred Compensation Table" for more information about Farmer Mac's nonqualified deferred compensation plan. Other Benefits. Farmer Mac provides the named executive officers participation in Farmer Mac's standard employee benefit plans on the same terms as other employees, which include: •medical, dental, and vision insurance coverage with all premiums paid by Farmer Mac; •funding of an employee health savings account by Farmer Mac; and •a group term life insurance policy that provides a benefit equal to one year's base salary up to $300,000. Farmer Mac also makes available to its executive officers paid parking in the garage beneath Farmer Mac's headquarters. In July 2023, Farmer Mac introduced a new executive health benefit for all Senior Vice Presidents and above. That benefit provides, on an annual basis, the opportunity to obtain a comprehensive physical examination and related testing all in one day at a leading medical facility. Farmer Mac’s payment for the medical services provided to any executive officer under this benefit is capped at $3,000 per person per year. In limited circumstances, Farmer Mac also reimburses for reasonable relocation expenses but has not done so for any executive officers since 2021.
Payments in Connection with a Change-in-Control
Payments in Connection with a Change-in-Control Farmer Mac's multi-class capital structure established by its statutory charter substantially precludes any change-in-control through voting rights associated with its Voting Common Stock. Thus, no provision is made for payments to named executive officers in connection with any change-in-control, and no outstanding equity awards to the named executive officers will vest upon a change-in-control.
Post-Employment Compensation
Post-Employment Compensation Mr. Nordholm has an employment agreement that provides for severance payments if the agreement is terminated by Farmer Mac other than for cause. Ms. Ramesh and Messrs. Carpenter and Mullery currently participate in Farmer Mac's Amended and Restated Executive Officer Severance Plan. That plan provides for severance payments if Farmer Mac terminates employment other than for cause. See "Executive Compensation Governance—Executive Compensation—Agreements with Executive Officers."
Impact of Accounting and Tax Treatment on Compensation Awards
Impact of Accounting and Tax Treatment on Compensation Awards In general, Section 162(m) of the Code places a limit of $1 million on the amount of compensation that Farmer Mac may deduct in any one year per person for certain executive officers of Farmer Mac. Farmer Mac has not historically made compensation decisions based solely on the effect of the tax deductibility or accounting treatment of compensation to named executive officers, although the Compensation Committee does balance tax deductibility with other business considerations. To the extent practicable, the Compensation Committee intends to preserve the tax deductibility of compensation paid to executive officers but will not necessarily limit executive compensation to what is deductible under Section 162(m) of the Code if necessary to attract, retain, and reward high-performing executives. It is therefore possible that compensation for executive officers may exceed the per person $1 million limitation for deductibility in any particular year. And the deductibility of some types of compensation depends on the timing of an executive’s vesting or exercise of previously granted equity awards.
Compensation Consultant Fees
Compensation Consultant Fees The Compensation Committee has engaged Aon to serve as the Compensation Committee's independent compensation consultant since April 2019. Aon is accountable to and reports directly to the Compensation Committee. Farmer Mac's management had no role in selecting Aon in the Compensation Committee's engagement of the firm or the individuals who serve as the Compensation Committee's independent compensation advisors. For 2024, Farmer Mac incurred an aggregate amount of $78,000 in fees for the executive and director compensation advisory services that Aon provided directly to the Compensation Committee. The Compensation Committee has assessed the independence of Aon under SEC rules and NYSE listing standards and concluded that no conflict of interest exists that would have prevented or would prevent Aon from independently representing the Compensation Committee.
Compensation Consultant Fees
| Compensation Committee Interlocks and Insider Participation |
Compensation Consultant Fees
Between May 2023 and May 2024, the Compensation Committee consisted of Mr. Culver, Mr. Davidson (chair), Mr. Engebretsen, Dr. Faivre, and Mr. Ware. In May 2024, Mr. Riel was added to the Compensation Committee as a sixth member, Mr. Ware became chair of the Committee, and Mr. Davidson remained on the Committee as vice chair. None of these current directors is, or has been, a Farmer Mac officer or employee. None of the current or former members of the Compensation Committee had any relationship requiring disclosure by Farmer Mac as a "related person transaction" under SEC rules. None of Farmer Mac's current executive officers has served as a member of the Board or the Compensation Committee (or other Board committee performing equivalent functions) or as a director of another SEC-reporting entity during the last completed fiscal year.
Compensation Consultant Fees
| Compensation Committee Report |
Compensation Consultant Fees
The following report of the Human Capital and Compensation Committee shall not be deemed to be "soliciting material," or to be "filed" with the SEC, and will not be deemed to be incorporated by reference into any filing by Farmer Mac under the Securities Act or the Exchange Act, unless Farmer Mac specifically requests that the information be treated as soliciting material or specifically incorporates the report by reference into a document. The Human Capital and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis in this Proxy Statement with management, and, based on that review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. This report of the Human Capital and Compensation Committee shall be deemed "furnished" in Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Summary Compensation Table
Summary Compensation Table The following table provides information about the compensation awarded to, earned by, or paid to Farmer Mac's named executive officers for the fiscal year ended December 31, 2024, as well as the two previous fiscal years, if applicable.
Summary Compensation Table
| | | | Equity-Based Awards | | | | | | Name and Principal Position | Fiscal Year | Salary | Stock and RSU Awards1 | SARs Awards2 | Non-Equity Incentive Compensation3,4 | All Other Compensation5 | Total | | Bradford T. Nordholm President and Chief Executive Officer | 2024 | $800,000 | $1,166,025 | $408,418 | $719,203 | $167,230 | $3,260,876 | | | 2023 | 800,000 | 2,909,639 | 271,542 | 1,498,155 | 151,897 | 5,631,233 | | | 2022 | 800,000 | 929,695 | 245,939 | 1,418,196 | 138,836 | 3,532,666 | | Aparna Ramesh Executive Vice President – Chief Financial Officer and Treasurer | 2024 | 540,000 | 361,938 | 126,757 | 242,731 | 66,757 | 1,338,183 | | | 2023 | 525,000 | 293,925 | 90,595 | 473,207 | 65,629 | 1,448,356 | | | 2022 | 525,000 | 257,252 | 86,143 | 398,139 | 45,028 | 1,311,562 | | Zachary N. Carpenter Executive Vice President – Chief Business Officer | 2024 | 465,000 | 361,938 | 126,757 | 313,528 | 53,484 | 1,320,707 | | | 2023 | 450,000 | 293,925 | 90,595 | 614,315 | 52,692 | 1,501,527 | | | 2022 | 435,000 | 249,668 | 83,684 | 555,521 | 33,143 | 1,357,016 | | Stephen P. Mullery Executive Vice President – General Counsel and Secretary | 2024 | 500,000 | 241,226 | 84,627 | 179,801 | 52,664 | 1,058,318 | | | 2023 | 485,000 | 220,782 | 67,946 | 349,723 | 52,454 | 1,175,905 | | | 2022 | 465,000 | 201,998 | 67,655 | 303,691 | 50,820 | 1,089,164 | | Marc J. Crady Senior Vice President – Chief Credit Officer | 2024 | 415,000 | 152,876 | 53,536 | 149,235 | 27,014 | 797,661 | | | 2023 | 400,000 | 128,846 | 39,605 | 288,431 | 16,938 | 873,820 | | | 2022 | 385,000 | 121,343 | 40,613 | 237,968 | 1,386 | 786,310 |
Summary Compensation Table
1 Represents the aggregate grant date fair value of the performance-based and time-based RSUs awarded in 2024, 2023, and 2022 (including the value of Mr. Nordholm's special one-time incentive equity award of 15,000 performance-based RSUs granted in 2023 to incentivize Mr. Nordholm to remain employed as Farmer Mac’s President and Chief Executive Officer through March 31, 2026), plus, only for Mr. Nordholm in 2022, the fair value ($120.38 per share) of an award of 1,626 shares of Farmer Mac's Class C Non-Voting Common Stock. The grant date fair value of the performance-based RSUs assumes 100% as the probable outcome of the performance metrics over the three-year performance period. The grant date fair value for RSU awards in March 2024 was $198.54 per RSU. The grant date fair value for RSU awards in March 2023 was $135.20 per RSU. The grant date fair value for RSU awards in March 2022 was $120.38 per RSU. The applicable fair value used for these stock and RSU awards is the closing price of Farmer Mac's Class C Non-Voting Common Stock on the date of the stock or RSU grant as reported by the NYSE. 2 Represents the aggregate grant date fair value of the SARs awarded in 2024, 2023, and 2022 calculated in accordance with FASB ASC Topic 718. Assumptions made in the calculation of these amounts are included in Table 9.5 of Note 9 to the financial statements in Farmer Mac's Annual Report on Form 10-K for the year ended December 31, 2024. SARs awarded to executive officers in March 2024 were granted at the fair value of $61.324072 per SAR. SARs awarded to executive officers in March 2023 were granted at the fair value of $40.371934 per SAR. SARs awarded to executive officers in March 2022 were granted at the fair value of $32.77876 per SAR. 3 For each of the named executive officers, the amounts in this column are (i) the amounts paid in 2025 for amounts earned in 2024; (ii) the amounts paid in 2024 for amounts earned in 2023; and (iii) the amounts paid in 2023 for amounts earned in 2022. 4 For each of the named executive officers, annual cash incentive awards earned for the business plan year ending on December 31, 2024 were calculated as described in "Compensation Discussion and Analysis—Total Compensation Elements—Annual Cash Incentive Compensation" on pages 40-41, and were paid in March 2025. 5 The amounts listed for each of the named executive officers include: (i) dividend equivalents paid in cash on RSUs that vested (a) in 2024 in the amount of $90,686 for Mr. Nordholm, $29,902 for Ms. Ramesh, $30,804 for Mr. Carpenter, $23,031 for Mr. Mullery, and $13,784 for Mr. Crady; (b) in 2023 in the amount of $72,517 for Mr. Nordholm, $28,774 for Ms. Ramesh, $30,012 for Mr. Carpenter, $22,821 for Mr. Mullery, and $3,708 for Mr. Crady; and (c) in 2022 in the amount of $64,181 for Mr. Nordholm, $8,173 for Ms. Ramesh, $8,573 for Mr. Carpenter, $20,242 for Mr. Mullery, and $1,386 for Mr. Crady; (ii) amounts paid on behalf of the named executive officers for life insurance premiums, to the extent that they previously elected to receive additional life insurance offered by Farmer Mac; and (iii) employer contributions under Farmer Mac's nonqualified deferred compensation plan for 2024 in the amount of $76,545 for Mr. Nordholm, $36,855 for Ms. Ramesh, $22,680 for Mr. Carpenter, $29,295 for Mr. Mullery, and $13,230 for Mr. Crady; for 2023 in the amount of $79,380 for Mr. Nordholm, $36,855 for Ms. Ramesh, $22,680 for Mr. Carpenter, $29,295 for Mr. Mullery, and $13,230 for Mr. Crady; and for 2022 in the amount of $77,655 for Mr. Nordholm, $36,855 for Ms. Ramesh, $24,570 for Mr. Carpenter, and $30,240 for Mr. Mullery. The amounts listed for each of the named executive officers do not include: (i) the costs for health insurance paid on behalf of the named executive officers because they are the same as amounts paid for health insurance costs on behalf of other employees who elected similar coverage (e.g., single, married, or family coverage); (ii) premium payments made on behalf of the named executive officers for the group term life insurance policy plan because they participate in this plan on the same terms as all other Farmer Mac employees; and (iii) employer contributions to Farmer Mac's 401(k) retirement plan on behalf of the named executive officers because they participate in this plan on the same terms as all other Farmer Mac employees.
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The table below provides, for each of the named executive officers during 2024, more information about 2024 grants of RSUs and SARs under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan and the potential range of awards that were approved for 2024 under the annual incentive compensation plan. These awards are also described in the Summary Compensation Table above.
Grants of Plan-Based Awards Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Option Awards: Number of Securities Underlying Options3 (#) | Exercise or Base Price of Option Awards4 ($/Sh) | Grant Date Fair Value of Stock and Option Awards5 ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Bradford T. Nordholm | | $400,000 | $800,000 | $1,600,000 | | | | | | | | | 3/5/2024 | | | | — | 3,915 | 3,915 | | | $777,284 | | | 3/5/2024 | | | | 979 | 1,958 | 3,916 | | | $388,741 | | | 3/5/2024 | | | | | | | 6,660 | $198.54 | $408,418 | | | | $400,000 | $800,000 | $1,600,000 | 979 | 5,873 | 7,831 | 6,660 | | $1,574,443 | | Aparna Ramesh | | $135,000 | $270,000 | $540,000 | | | | | | | | | 3/5/2024 | | | | — | 1,215 | 1,215 | | | $241,226 | | | 3/5/2024 | | | | 304 | 608 | 1,216 | | | $120,712 | | | 3/5/2024 | | | | | | | 2,067 | $198.54 | $126,757 | | | | $135,000 | $270,000 | $540,000 | 304 | 1,823 | 2,431 | 2,067 | | $488,695 | | Stephen P. Mullery | | $100,000 | $200,000 | $400,000 | | | | | | | | | 3/5/2024 | | | | — | 810 | 810 | | | $160,817 | | | 3/5/2024 | | | | 203 | 405 | 810 | | | $80,409 | | | 3/5/2024 | | | | | | | 1,380 | $198.54 | $84,627 | | | | $100,000 | $200,000 | $400,000 | 203 | 1,215 | 1,620 | 1,380 | | $325,853 | | Zachary N. Carpenter | | $174,375 | $348,750 | $697,500 | | | | | | | | | 3/5/2024 | | | | — | 1,215 | 1,215 | | | $241,226 | | | 3/5/2024 | | | | 304 | 608 | 1,216 | | | $120,712 | | | 3/5/2024 | | | | | | | 2,067 | $198.54 | $126,757 | | | | $174,375 | $348,750 | $697,500 | 304 | 1,823 | 2,431 | 2,067 | | $488,695 | | Marc J. Crady | | $83,000 | $166,000 | $332,000 | | | | | | | | | 3/5/2024 | | | | — | 513 | 513 | | | $101,851 | | | 3/5/2024 | | | | 129 | 257 | 514 | | | $51,025 | | | 3/5/2024 | | | | | | | 873 | $198.54 | $53,536 | | | | $83,000 | $166,000 | $332,000 | 129 | 770 | 1,027 | 873 | | $206,412 |
Grants of Plan-Based Awards Table
1 These columns show the range of potential payouts under the annual incentive compensation plan for all named executive officers during 2024. The performance period covers January 1, 2024 through December 31, 2024. For actual performance between threshold, target, and maximum, the annual incentive award earned is interpolated on a straight-line basis. See "Executive Compensation Governance—Compensation Discussion and Analysis—Total Compensation Elements—Annual Cash Incentive Compensation" for a discussion of the material terms of the total payout for 2024 under non-equity incentive plan awards for Ms. Ramesh and Messrs. Nordholm, Mullery, Carpenter, and Crady. 2 Represents the potential payout range of shares related to RSUs granted in 2024. The grants of time-based RSUs to Ms. Ramesh and Messrs. Nordholm, Carpenter, Mullery, and Crady in March 2024 vest in three equal annual installments, the first of which vested on March 31, 2025. The second and third installments of those grants will vest on March 31, 2026 and March 31, 2027, respectively, if those individuals are still employed by Farmer Mac on those dates or satisfy the retirement provisions of the related award agreements. The grant of performance-based RSUs vesting on March 31, 2027 is contingent on the achievement of performance objectives described in more detail in "Executive Compensation Governance—Compensation Discussion and Analysis—Total Compensation Elements—Long-Term Incentive Compensation—Performance-Based RSUs Granted in 2024." Performance-based RSUs that vest are settled in shares of Farmer Mac's Class C Non-Voting Common Stock. 3 Represents the number of SARs granted during 2024. The SARs granted to Ms. Ramesh and Messrs. Nordholm, Carpenter, Mullery, and Crady in March 2024 vest in three equal annual installments, the first of which vested on March 31, 2025. The second and third installments of those grants will vest on March 31, 2026 and March 31, 2027, respectively, if those individuals are still employed by Farmer Mac on those dates or satisfy the retirement provisions of the related award agreements. 4 The exercise price or grant price of SARs is the closing price for a share of Class C Non-Voting Common Stock on the date of grant as reported by the NYSE. 5 Amounts shown represent the grant date fair values of the equity awards granted to the named executive officers in 2024. For RSUs, the fair value is the market value of the underlying stock on the grant date (which is the same price as the exercise price for SARs). For SARs granted in March 2024, the fair value on the grant date has been estimated using the Black-Scholes option pricing model with the assumptions set forth in Table 9.5 of Note 9 to the financial statements in Farmer Mac's Annual Report on Form 10-K for the year ended December 31, 2024, resulting in a value of approximately $61.32 per SAR.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End There were no unexercised stock options previously granted to executive officers as of December 31, 2024. The table below provides information about unexercised SARs previously granted to Ms. Ramesh and Messrs. Nordholm, Carpenter, Mullery, and Crady as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| | SAR Awards | | | | | Name | Number of Securities Underlying Unexercised SARs # Exercisable | Number of Securities Underlying Unexercised SARs # Unexercisable1 | SARs Exercise Price | SARs Expiration Date | | Bradford T. Nordholm | 10,290 | — | $82.76 | February 27, 2029 | | | 12,915 | — | 75.16 | March 3, 2030 | | | 12,477 | — | 88.68 | March 2, 2031 | | | 5,002 | 2,501 | 120.38 | March 9, 2032 | | | 2,242 | 4,484 | 135.20 | March 31, 2033 | | | — | 6,660 | 198.54 | March 5, 2034 | | Aparna Ramesh | — | 876 | $120.38 | March 9, 2032 | | | 748 | 1,496 | 135.20 | March 31, 2033 | | | — | 2,067 | 198.54 | March 5, 2034 | | Stephen P. Mullery | 3,381 | — | $60.84 | March 14, 2027 | | | 2,445 | — | 86.15 | March 13, 2028 | | | 3,309 | — | 82.76 | February 27, 2029 | | | 4,428 | — | 75.16 | March 3, 2030 | | | 3,120 | — | 88.68 | March 2, 2031 | | | 1,376 | 688 | 120.38 | March 9, 2032 | | | 561 | 1,122 | 135.20 | March 31, 2033 | | | — | 1,380 | 198.54 | March 5, 2034 | | Zachary N. Carpenter | — | 851 | $120.38 | March 9, 2032 | | | 748 | 1,496 | 135.20 | March 31, 2033 | | | — | 2,067 | 198.54 | March 5, 2034 | | Marc J. Crady | 1,872 | — | $88.68 | March 2, 2031 | | | 826 | 413 | 120.38 | March 9. 2032 | | | 327 | 654 | 135.20 | March 31, 2033 | | | — | 873 | 198.54 | March 5, 2034 |
Outstanding Equity Awards at Fiscal Year End
1 Unexercisable SARs with an exercise price of $198.54 per share vest in three equal annual installments, the first of which vested on March 31, 2025. The second and third installments will vest on March 31, 2026 and March 31, 2027, respectively, if the applicable individuals are still employed by Farmer Mac on those dates or satisfy the retirement provisions of the related award agreements. Unexercisable SARs with an exercise price of $135.20 per share vest in three equal annual installments, the first and second of which vested on March 31, 2024 and March 31, 2025, respectively. The third installment will vest on March 31, 2026, if the applicable individuals are still employed by Farmer Mac on those dates or satisfy the retirement provisions of the related award agreements. Unexercisable SARs with an exercise price of $120.38 per share vested in full on March 31, 2025 (with the previous two installments having already vested on March 31, 2023 and March 31, 2024). The following table provides information about unvested RSUs previously granted to Ms. Ramesh and Messrs. Nordholm, Carpenter, Mullery, and Crady as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | Name | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested1 | Vesting Date2 | | Bradford T. Nordholm | 8,173 | $1,609,672 | March 31, 2025 | | | 19,928 | 3,924,820 | March 31, 2026 | | | 3,263 | 642,648 | March 31, 2027 | | Aparna Ramesh | 2,787 | $548,900 | March 31, 2025 | | | 1,613 | 317,680 | March 31, 2026 | | | 1,013 | 199,510 | March 31, 2027 | | Stephen P. Mullery | 2,124 | $418,322 | March 31, 2025 | | | 1,177 | 231,810 | March 31, 2026 | | | 675 | 132,941 | March 31, 2027 | | Zachary N. Carpenter | 2,731 | $537,870 | March 31, 2025 | | | 1,613 | 317,680 | March 31, 2026 | | | 1,013 | 199,510 | March 31, 2027 | | Marc J. Crady | 1,279 | $251,899 | March 31, 2025 | | | 700 | 137,865 | March 31, 2026 | | | 428 | 84,295 | March 31, 2027 |
Outstanding Equity Awards at Fiscal Year End
1 Calculated based on a price of $196.95 per share (the closing price for the Class C Non-Voting Common Stock on the last trading day of 2024 as reported by the NYSE). 2 For the RSUs that vested in March 2025: (i) vesting of one-third of each of the grants of time-based RSUs made in 2022, 2023, and 2024; and (ii) the target amount of performance-based RSUs eligible to vest as determined by the Compensation Committee for each executive officer contingent on the achievement of performance objectives related to Earnings before Credit, subject to “gatekeeper” metrics related to capital and asset quality for the performance period of January 1, 2022 through December 31, 2024, as described in more detail in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 15, 2022. In March 2025, the Compensation Committee determined that the specified gatekeeper metrics were satisfied and that Farmer Mac's three-year cumulative Earnings before Credit was $478.5 million for the three years ended December 31, 2024. That level of cumulative Earnings before Credit was above the $438.4 million level earning the maximum 200% of target award, resulting in 200% of the target number of performance-based RSUs granted in March 2022 vesting on March 31, 2025. For the RSUs scheduled to vest in March 2026: (i) vesting of one-third of each of the grants of time-based RSUs made in 2023 and 2024; (ii) the target amount of performance-based RSUs eligible to vest as determined by the Compensation Committee for each executive officer contingent on the achievement of performance objectives related to Earnings before Credit, subject to “gatekeeper” metrics related to capital and asset quality for the performance period of January 1, 2023 through December 31, 2025; and (iii) only for Mr. Nordholm, the target amount of the special one-time incentive equity award of 15,000 performance-based RSUs granted in March 2023 to incentivize his continued employment with Farmer Mac through March 31, 2026. The terms of the performance-based RSUs granted in March 2023 are described in more detail in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 15, 2023. For the RSUs scheduled to vest in March 2027: (i) vesting of one-third of each of the grants of time-based RSUs made in 2024; and (ii) the target amount of performance-based RSUs eligible to vest as determined by the Compensation Committee for each executive officer contingent on the achievement of performance objectives related to Earnings before Credit, subject to “gatekeeper” metrics related to capital and asset quality for the performance period of January 1, 2024 through December 31, 2026. The terms of the performance-based RSUs granted in March 2024 are described in more detail in "Executive Compensation Governance—Compensation Discussion and Analysis—Total Compensation Elements—Long-Term Incentive Compensation—Performance-Based RSUs Granted in 2024."
SARs Exercises and Stock Vested
SARs Exercises and Stock Vested The following table provides information about SARs exercised during 2024 by Ms. Ramesh, Mr. Carpenter, and Mr. Mullery, who were the only named executive officers to exercise SARs during the year. The value realized upon exercise of the SARs is the difference between (1) the fair market value of the Class C Non-Voting Common Stock on the date of exercise and (2) the SARs grant price, then multiplied by the number of SARs exercised, excluding the amounts retained by Farmer Mac to satisfy tax withholding requirements arising from the exercises.
SARs Exercises and Stock Vested
| Name | Number of SARs Exercised (#) | Number of Shares Acquired Upon Exercise (#)1 | Value Realized Upon Exercise ($)1 | | Aparna Ramesh | 3,104 | 797 | 169,052 | | Stephen P. Mullery | 12,735 | 5,650 | 1,123,075 | | Zachary N. Carpenter | 3,116 | 793 | 165,840 |
SARs Exercises and Stock Vested
1 The table above reflects shares and the value of shares (including cash paid for any fractional shares) that were delivered to the identified individuals during 2024 and does not include shares that were retained by Farmer Mac to satisfy tax withholding requirements arising from each SARs exercise. The following table provides information about RSUs that vested during 2024 and were issued to the named executive officers.
SARs Exercises and Stock Vested
| Name1 | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)2 | | Bradford T. Nordholm | 4,178 | 822,565 | | Aparna Ramesh | 1,381 | 271,891 | | Zachary N. Carpenter | 1,415 | 278,585 | | Stephen P. Mullery | 1,102 | 216,962 | | Marc J. Crady | 638 | 125,609 |
SARs Exercises and Stock Vested
1 The table above reflects shares and the value of shares (including cash paid for any fractional shares) that were delivered to the applicable named executive officer upon vesting and does not include shares that were retained by Farmer Mac to satisfy tax withholding requirements arising from the vesting of these shares. 2 The value realized upon vesting of the RSUs reflects the cash paid for any fractional shares and the number of shares vested multiplied by $196.88, which was the closing price of the Class C Non-Voting Common Stock on the business day before the vesting date as reported by the NYSE.
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table The Nonqualified Deferred Compensation Plan of the Federal Agricultural Mortgage Corporation ("NQDC Plan") is a nonqualified deferred compensation plan designed to comply with the provisions of Section 409A of the Code. It became effective on May 1, 2017 and was amended on November 15, 2023. The purpose of the NQDC Plan is to: •restore retirement contributions by Farmer Mac on behalf of designated highly compensated employees to the level those individuals would have otherwise been eligible to receive in employer contributions under Farmer Mac’s 401(k) retirement plan without the limits imposed by Section 401(a)(17) of the Code on the amount of annual compensation that can be considered in determining employer contributions under a qualified retirement plan; and •permit each designated highly compensated employee to elect to defer a portion of compensation without reference to the limitations in Farmer Mac’s 401(k) plan or those imposed by Section 415(c)(1)(A) of the Code for qualified defined contribution retirement plans. Under the NQDC Plan, Farmer Mac credits the account of each participant each calendar year with an amount equal to 18.9% of the difference between (i) the annual compensation limit under 401(a)(17) of the Code, which was $345,000 for 2024, and (ii) a participant’s annual base salary, which in calculating employer credits under the NQDC Plan is capped at $750,000 for all participants. This fixed contribution percentage is the same formula used for determining employer contributions to Farmer Mac’s 401(k) plan based on an employee’s annual base salary that is above the applicable Social Security wage base for that year. In addition to employer credits to the accounts of each participant and subject to applicable tax laws, participants in the NQDC Plan may elect to defer up to 80% of their base salary and up to 80% of any short-term incentive cash bonus scheduled to be received in any one year. A participant may elect to defer compensation until a fixed and determinable date that must be at least two years after the first day of the year in which the deferral election became effective. A participant will be fully vested in non-elective employer credits upon the earliest to occur of: (i) death, (ii) disability, or (iii) three years following the effective date of participation in the NQDC Plan. A participant will be immediately fully vested in all amounts credited attributable to elective deferrals of compensation. The earliest to occur of the following events will trigger the distribution of all amounts credited to a participant’s account, including both non-elective employer credits and elective deferrals: (i) death, (ii) disability, and (iii) the later to occur of the participant’s separation from service (as defined in Section 409A of the Code) or attaining the age of 65. A participant may elect to receive these payments in a single lump sum cash payment or in annual installments for a period of up to ten years, although account balances will become payable immediately in a single lump sum cash payment upon a participant’s death or disability. A participant also can request a distribution in the event of an unforeseen emergency (as defined in Section 409A of the Code). Account balances under the NQDC Plan earn or lose value based on the investment performance of one or more of the investment funds offered under the NQDC Plan and selected by the participants, which are generally similar to the investment options offered under Farmer Mac’s 401(k) retirement plan available to all employees. The returns on the funds in each current participant's account ranged from 5.8% to 15.4% for the year ended December 31, 2024. All amounts credited to a participant’s account under the NQDC Plan represent Farmer Mac’s contractual obligation to pay future benefits and will not be secured by any segregated assets, thereby putting NQDC Plan participants in a similar position to the unsecured general creditors of Farmer Mac. The following table shows the benefits accrued under the NQDC Plan by Farmer Mac's named executive officers that participated in the NQDC Plan as of December 31, 2024.
Nonqualified Deferred Compensation Table
| Name | Aggregate Balance at End of 2023 | Executive Contributions1 in 2024 | Farmer Mac's Contributions2 in 2024 | Aggregate Earnings3 in 2024 | Aggregate Withdrawals/Distributions | Aggregate Balance4 at End of 2024 | | Bradford T. Nordholm | $2,549,542 | $359,602 | $76,545 | $214,853 | $— | $3,200,542 | | Aparna Ramesh | $224,755 | $56,271 | $36,855 | $37,311 | $— | $355,192 | | Stephen P. Mullery | $238,564 | $— | $29,295 | $28,121 | $— | $295,980 | | Zachary N. Carpenter | $155,987 | $31,353 | $22,680 | $8,132 | $— | $218,152 | | Marc J. Crady | $13,230 | $— | $13,230 | $1,105 | $— | $27,565 |
Nonqualified Deferred Compensation Table
1 The amounts listed include voluntary deferments by three named executive officers under the NQDC Plan of non-equity incentive compensation awards for 2024 that were not determined until March 2025, as follows: (i) 50% for Mr. Nordholm; (ii) 5% for Ms. Ramesh; and (iii) 10% for Mr. Carpenter. The full amounts of these awards are reported in the "Summary Compensation Table" on page 48 in the "Non-Equity Incentive Compensation" column. Ms. Ramesh also voluntarily deferred 8% of her 2024 annual base salary under the NQDC Plan. 2 The amounts listed represent the amounts credited for 2024 by Farmer Mac to the accounts of the named executive officers under the NQDC Plan. These amounts are also reported in the "Summary Compensation Table" on page 48 in the "All Other Compensation" column. 3 The amounts listed represent the net amounts credited to the accounts of the named executive officers during 2024 under the NQDC Plan as a result of the performance of the investment vehicles in which their accounts were deemed invested, as more fully described in the narrative disclosure above. These amounts do not represent above-market or preferential earnings and therefore are not reported in the "Summary Compensation Table" on page 48. 4 The amounts listed represent the amounts of the NQDC Plan balances at the end of 2024 for each of the named executive officers. The following employer contribution amounts were previously reported as compensation for each named executive officer in the "Summary Compensation Table" in 2023: $79.380 for Mr. Nordholm; (ii) $36,855 for Ms. Ramesh; (iii) $22,680 for Mr. Carpenter; (iv) $29,295 for Mr. Mullery; and (v) $13,230 for Mr. Crady; and in 2022: $74,655 for Mr. Nordholm; (ii) $36,855 for Ms. Ramesh; (iii) $24,570 for Mr. Carpenter; and (iv) $30,240 for Mr. Mullery. The amounts shown reflect elective deferrals for 2024 by Mr. Nordholm, Ms. Ramesh, and Mr. Carpenter as described in footnote 1 above even though some of those amounts were not credited to their NQDC accounts until March 2025.
Potential Payments upon Termination and Change-in-Control
Potential Payments upon Termination and Change-in-Control Other than Mr. Crady, each of the current named executive officers would have been eligible to receive payments upon a termination without cause or upon a termination without cause due to disability, occurring as of December 31, 2024. None of these individuals would have been eligible to receive any payments upon resignation or retirement as of December 31, 2024. The following table shows the total that would be payable to each of Ms. Ramesh and Messrs. Nordholm, Carpenter, and Mullery upon a termination without cause occurring as of December 31, 2024:
Potential Payments upon Termination and Change-in-Control
| Name1 | Base Salary | Non-Equity Incentive Compensation | Total | | Bradford T. Nordholm | $800,000 | $800,000 | $1,600,000 | | Aparna Ramesh | $540,000 | $270,000 | $810,000 | | Zachary N. Carpenter | $465,000 | $348,750 | $813,750 | | Stephen P. Mullery | $500,000 | $200,000 | $700,000 |
Potential Payments upon Termination and Change-in-Control
1 As of December 31, 2024, each of Ms. Ramesh and Messrs. Nordholm, Carpenter, and Mullery would have also received all base salary accrued and unpaid as of the applicable date of termination and also would have been entitled to continuation of health care coverage under COBRA at Farmer Mac's expense for 12 months. The following table shows the total that would be payable to each of the current named executive officers upon a termination without cause due to disability occurring as of December 31, 2024:
Potential Payments upon Termination and Change-in-Control
| Name1 | Base Salary | Non-Equity Incentive Compensation | Total | | Bradford T. Nordholm | $800,000 | $0 | $800,000 | | Aparna Ramesh | $540,000 | $0 | $540,000 | | Zachary N. Carpenter | $465,000 | $0 | $465,000 | | Stephen P. Mullery | $500,000 | $0 | $500,000 |
Potential Payments upon Termination and Change-in-Control
1 In the event of a termination without cause due to a disability, Farmer Mac would pay each of Ms. Ramesh and Messrs. Carpenter and Mullery the difference between her or his current base salary and the amount of disability insurance payments received by her or him under Farmer Mac's long-term disability policy during the 12 months following termination. If Mr. Nordholm is not eligible for, or is otherwise not covered by, disability insurance, upon execution of a separation agreement, Farmer Mac would continue to pay Mr. Nordholm's then-current base salary during the 12 months following termination. None of the named executive officers are eligible to receive additional payments upon a change-in-control of Farmer Mac.
CEO Pay Ratio
CEO Pay Ratio Median Employee Under regulations implemented by the SEC under the Dodd-Frank Act, Farmer Mac must disclose the ratio of annual total compensation of its Chief Executive Officer to the median total compensation of all of Farmer Mac's employees (excluding the Chief Executive Officer) for the most recently completed fiscal year. Farmer Mac identified its median employee for 2024 by examining its payroll records for the year-to-date gross earnings of all individuals, excluding Farmer Mac's President and Chief Executive Officer, who were employed by Farmer Mac on December 13, 2024, the second to last pay date of the year ("determination date"), which consisted of both full-time and part-time permanent employees and temporary/seasonal employees such as paid interns. Farmer Mac is not using the same median employee in its pay ratio calculation from 2023 because that employee has already been used for three consecutive years. Excluding Farmer Mac's President and Chief Executive Officer, Farmer Mac employed 203 individuals as of the determination date. The year-to-date gross earnings consisted of the following for each individual employed by Farmer Mac as of the determination date: base salary, annual short-term incentive compensation received for service during 2024, the grant date fair value of any equity award granted during 2024, dividend equivalents paid in cash on RSUs that vested in 2024, and employer contributions for 2024 under Farmer Mac's nonqualified deferred compensation plan. Ratio of Annual Total Compensation of CEO to Median Employee Farmer Mac's President and Chief Executive Officer, Mr. Nordholm, served in that role for all of 2024, and his total annual compensation is set forth in the Summary Compensation Table in this proxy statement. The annual total compensation for the median employee has been calculated using the same methodology used for our named executive officers in the Summary Compensation Table in this proxy statement. The calculations of annual total compensation for Mr. Nordholm and Farmer Mac's median employee are $3,260,876 and $165,000, respectively. Thus, Farmer Mac's reasonable estimate of the 2024 CEO to median employee pay ratio is 20:1. In light of the many different methodologies, assumptions, adjustments, and estimates that companies may apply under the regulations implemented by the SEC under the Dodd-Frank Act, this information should not be used as a basis for comparison to other companies.
Pay Versus Performance
Pay Versus Performance As described in the CD&A, Farmer Mac's executive compensation program is based on a pay-for-performance approach, meaning that a significant portion of executive compensation is variable and closely tied to both individual performance and Farmer Mac's financial performance. The table below provides standardized data on executive compensation in a format prescribed by the SEC, which is intended to be easier to link to company performance than the amounts already disclosed in the Summary Compensation Table ("SCT") and CD&A. The table compares the total compensation from the SCT to the compensation actually paid ("CAP") for the principal executive officer ("PEO") and the average CAP paid to the other non-PEO named executive officers ("NEOs") during 2024 and the four previous years. CAP is based on the total compensation figures presented in the SCT, but adjusted to reflect the change in actual value of outstanding equity-based awards (e.g., SARs and RSUs). For comparative purposes, the table also includes for the same five-year period: (1) Farmer Mac's total shareholder return ("TSR") based on the performance of its Class C Non-Voting Common Stock; (2) the TSR of the selected peer group (the S&P 500 Financial Services Index); (3) Farmer Mac's results for GAAP net income; and (4) Farmer Mac's results for Core Earnings before Credit (a non-GAAP measure), which is Farmer Mac's company-selected metric for pay versus performance disclosures. The SCT amounts and the CAP amounts presented in the table below do not reflect the actual amount of compensation earned by or paid to Farmer Mac's named executive officers during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. See the CD&A above for a more complete description of how executive compensation relates to Farmer Mac's performance and how the Compensation Committee makes its decisions.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid to PEO1,2 | Average Summary Compensation Table Total for Non-PEO NEOs1 | Average Compensation Actually Paid to non-PEO NEOs1,2 | Value of Initial Fixed $100 Investment Based On: | | Net Income | Earnings5 | | | | | | | Farmer Mac's TSR3 | Peer Group TSR4 | | | | 2024 | $3,260,876 | $5,264,320 | $1,128,717 | $1,385,556 | $281 | $199 | $207,193,000 | $180,862,000 | | 2023 | $5,631,233 | $8,776,626 | $1,249,902 | $1,880,797 | $284 | $139 | $200,003,000 | $172,053,000 | | 2022 | $3,532,666 | $3,094,824 | $1,136,013 | $1,033,285 | $152 | $134 | $178,144,000 | $125,598,000 | | 2021 | $3,211,156 | $5,060,035 | $1,045,533 | $1,465,036 | $161 | $151 | $136,089,000 | $111,842,000 | | 2020 | $2,680,795 | $2,445,320 | $1,117,787 | $1,022,015 | $93 | $111 | $114,376,000 | $106,639,000 |
Pay Versus Performance
1 Mr. Nordholm served as the PEO in all five years presented. The Non-PEO NEOs included for 2021 through 2024 consisted of Ms. Ramesh, Mr. Carpenter, Mr. Crady, and Mr. Mullery. The Non-PEO NEOs included for 2020 consisted of Ms. Ramesh, Mr. Carpenter, Mr. Mullery, and former executive officer John C. Covington. 2 To calculate CAP, the amounts shown below were deducted from and added to total compensation shown in the SCT. Farmer Mac has no pension plans or other defined benefit programs that affect the recalculation of the compensation disclosed under the SCT. Dividend equivalents paid in cash on vested RSUs are already included in the SCT totals for the PEO and the other NEOs. Reconciliation of PEO's SCT Total to PEO's CAP:
Pay Versus Performance
| Year | SCT Total | Cumulative Deductions from SCT Totali | Cumulative Additions to SCT Totalii | CAP | | 2024 | $3,260,876 | $1,574,443 | $3,577,887 | $5,264,320 |
Pay Versus Performance
Reconciliation of Average Non-PEO NEO SCT Total to Average Non-PEO NEO CAP:
Pay Versus Performance
| Year | SCT Total | Cumulative Deductions from SCT Totali | Cumulative Additions to SCT Totalii | CAP | | 2024 | $1,128,717 | $377,414 | $634,253 | $1,385,556 |
Pay Versus Performance
i Represents the grant date fair value of equity-based awards granted. No change in pension value is reported for 2024. More detail about the specific deductions and additions to the SCT totals to arrive at the CAP totals is presented in the separate "Adjustments" table below. ii Reflects the value of equity calculated in accordance with the SEC's methodology for determining CAP. More detail about the specific deductions and additions to the SCT totals to arrive at the CAP totals is presented in the separate "Adjustments" table below.
Pay Versus Performance
| Adjustments | 2024 | | | | PEO | Average of Other NEOs | | SCT Amounts | $3,260,876 | $1,128,717 | | Adjustments for defined benefit and actuarial pension plans | | | | (Subtract): Aggregate change in actuarial present value included in SCT Amounts for the covered fiscal year | $— | $— | | Add: Service cost for the covered fiscal year | $— | $— | | Add: Prior service cost for the covered fiscal year | $— | $— | | Adjustments for stock and option awards | | | | (Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | $(1,574,443) | $(377,414) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $1,611,765 | $386,362 | | Add/(Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $1,928,475 | $237,668 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $— | $— | | Add/(Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $37,646 | $10,222 | | (Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $— | $— | | Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year | $— | $— | | CAP Amounts (as calculated) | $5,264,320 | $1,385,556 |
Pay Versus Performance
3 Farmer Mac's TSR is based on the performance of its Class C Non-Voting Common Stock. 4 Farmer Mac selected the companies included in the S&P 500 Financial Services Index as the peer group to show a peer group TSR compared to Farmer Mac's TSR. Farmer Mac has presented the performance of the S&P 500 Financial Services Index in the performance graphs included in its annual reports to stockholders since 2007. Farmer Mac's relative performance against the S&P 500 Financial Services Index is also one of the metrics used in the March 9, 2023 award of performance-based RSUs to Mr. Nordholm designed to retain him as Farmer Mac's PEO through early 2026 and to reward performance. 5 As described in more detail in the CD&A, "Earnings" (sometimes referred to as "Core Earnings Before Credit") is the non-GAAP financial measure of "core earnings" reported by Farmer Mac, excluding the after-tax effects of provisions for losses, gains or losses on fair value, or sale of REO property. See "Compensation Discussion and Analysis—Approach to Incentive Compensation—Short-Term Incentive Compensation." For a reconciliation of Farmer Mac's GAAP net income attributable to common stockholders to non-GAAP core earnings, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations" in Farmer Mac's Annual Report on Form 10-K for the year ended December 31, 2024. Most Important Measures to Determine 2024 CAP In Farmer Mac's assessment, the seven metrics listed below represent the most important financial performance measures that Farmer Mac used to link each NEO’s compensation to Farmer Mac's performance in 2024. Each of the listed financial measures was either used in the balanced "scorecard" to determine annual short-term incentive compensation awards for performance in 2024 or to determine the vesting of long-term performance-based RSUs that vested in 2024:
Pay Versus Performance
| Earnings (Core Earnings before Credit) | | Total Revenues | | Business Volume | | Ratio of Substandard Assets to Regulatory Capital | | Compliance with applicable capital requirements | | Net charge-offs | | 90-day delinquencies |
Pay Versus Performance
These measures are not listed or ranked in any particular order and are further described above in "Compensation Discussion and Analysis—Approach to Incentive Compensation," "—Total Compensation Elements—Annual Cash Incentive Compensation" and "—Total Compensation Elements—Long-Term Incentive Compensation." Although it is always a challenge to narrow down to a few measures, the Compensation Committee chose these measures because they most closely represent the business goals established by the Board and management for 2024 and balance the need for growth in business volume, earnings, and revenues; the maintenance of disciplined underwriting and high credit quality through prudent risk management; and continued financial stability with the enhancement of stockholder value. Farmer Mac believes that Earnings (sometimes referred to as Core Earnings before Credit) is the most important financial performance measure tied to executive compensation. Earnings is used to determine 25% of annual short-term incentive compensation awards and most appropriately reflects Farmer Mac's overall performance over the short-term. Cumulative three-year Earnings is also the primary measure used to determine the vesting of performance-based RSUs granted to the NEOs each year from 2022 through 2025. Description of Pay Versus Performance Relationships Company TSR versus Peer Group TSR. Farmer Mac's five-year cumulative TSR for 2020-2024 outperformed the companies included in the S&P 500 Financial Services Index selected as the peer group. The peer group TSR was higher than Farmer Mac's TSR in 2020, but Farmer Mac's TSR was higher in 2021 and 2022 and significantly higher in 2023 and 2024. CAP versus Company TSR. The CAP for the PEO and the average CAP for the non-PEO NEOs were aligned with Farmer Mac's TSR during 2020-2024, as fluctuations in the stock price of Farmer Mac's Class C Non-Voting Common Stock is a significant driver of the calculation of CAP. All those measures decreased in 2024 compared to 2023, following an increase in 2023 compared to 2022. All those measures also decreased from 2021 to 2022, after having increased in 2021 compared to 2020. During 2024, Farmer Mac experienced moderate price appreciation in the shares of its Class C Non-Voting Common Stock from about $191 at the end of 2023 to about $197 at the end of 2024. Farmer Mac experienced significant appreciation in its stock price in 2021 and 2023, increasing from about $74 at the end of 2020 to about $124 at the end of 2021 and from about $113 at the end of 2022 to about $191 at the end of 2023. In both 2020 and 2022, Farmer Mac's stock price decreased during the calendar year. Those changes in stock price during the five-year period were consistent with the changes in CAP to both the PEO and non-PEO NEOs. This relationship is by design, as the value of Farmer Mac’s equity-based incentive awards are tied directly to stock price in addition to the company’s financial performance. CAP versus Net Income and Earnings. As described in more detail in the CD&A, non-GAAP Earnings is derived from GAAP net income attributable to common stockholders (which is GAAP net income less dividends paid on preferred stock and any losses on the retirement of preferred stock), and Farmer Mac uses Earnings as a financial metric to determine payouts in both its short-term and long-term incentive programs. The CAP for the PEO and the average CAP for the non-PEO NEOs were not completely aligned with Farmer Mac's consistently improving GAAP net income and non-GAAP Earnings during 2020-2024. Both of those financial metrics increased each year during the five-year period, particularly from 2021-2023. In contrast, the PEO's and other NEOs' CAP varied each year during that period, increasing significantly from 2020 to 2021 but then decreasing from 2021 to 2022, then increasing again from 2022 to 2023, and then decreasing in 2024 compared to 2023. This is due in large part to the significant emphasis that Farmer Mac places on equity-based incentive compensation, which is sensitive to changes in stock price as discussed in the section above. Each of net income and Earnings may or may not have an overall impact on CAP as calculated in accordance with applicable rules for a variety of reasons, including: (1) short-term incentive performance payments, while at risk and connected to performance, are only one component of CAP, and the other components of CAP can, in the aggregate, have a greater influence on the result than any one metric; and (2) a substantial amount of the variation in year-over-year executive CAP is tied to changes in Farmer Mac’s stock price. Although Farmer Mac's stock price is often positively correlated with the company's profitability and core performance, that is not always the case. As a result, above-target performance on the financial measures evaluated by Farmer Mac’s short- and long-term performance programs may be otherwise negated by a negative trend in the share price of Farmer Mac’s Class C Non-Voting Common Stock in the calculation of CAP. Many factors can affect Farmer Mac's stock price that may not be directly, indirectly, or related at all to Farmer Mac's profitability and performance, including trading volume, the individual decisions of investors, and general economic and market conditions, all of which Farmer Mac and the NEOs have no control over.
Pay Versus Performance
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS |