DEF 14A of Federal Agricultural Mortgage Corp
Filed Apr 13, 2026 · FY20250000845877-26-000078
COMPENSATION OF THE NAMED
| 21:1 CEO PAY RATIO |
PROPOSALS 2 AND 3
PROPOSALS 2 AND 3 Other than the election of directors, the Class A Holders and Class B Holders vote together as a single class on any matter submitted to a vote of the holders of Voting Common Stock. The affirmative vote of a majority of the votes cast by the holders of shares of Farmer Mac's Voting Common Stock entitled to vote and represented in person or by proxy at the Meeting is required for the approval of Proposals 2 and 3. Farmer Mac's Amended and Restated By-Laws ("By- Laws") provide that "votes cast" do not include abstentions and broker non-votes (as defined below). Shares of Voting Common Stock represented by proxies marked "Abstain" for any proposal presented at the Meeting (other than Proposal 1 for the election of directors) will be counted to determine the presence of a quorum, but will not be voted for or against the proposal. Abstentions will not affect the outcome of the vote on Proposals 2 or 3. If a holder of Voting Common Stock holds shares through an account with a bank or broker, the voting of the shares by the bank or broker when the holder does not provide voting instructions is governed by the rules of the New York Stock Exchange ("NYSE"), which provides banks and brokers with discretionary voting authority to vote shares on certain matters for which their customers do not provide voting instructions. A "broker non-vote" occurs when a bank or broker holding the shares has not received voting instructions from its customer and either chooses not to vote those shares for which it has discretionary voting authority at a stockholders' meeting, or is not permitted to vote those shares because the bank or broker does not have discretionary voting authority. Broker non-votes will be counted as shares present at the Meeting to determine whether a quorum is present, but will not be voted for or against the related proposal. The ratification of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for fiscal year 2026 is likely a matter in which banks and brokers have discretionary voting authority. Thus, banks and brokers may vote shares on Proposal 2 if they have not received a customer's instructions, and there generally will be no broker non-votes on this proposal unless a bank or broker chooses not to vote shares on Proposal 2. For all other proposals in this Proxy Statement, banks and brokers will likely not have discretionary voting authority. Thus, stockholders must provide their banks or brokers with instructions on how to vote for their shares to be voted. Broker non-votes will not affect the outcome of the vote on Proposal 3 because broker non-votes will not be considered as "votes cast."
PROPOSALS 2 AND 3
| PROXY PROCEDURE |
PROPOSALS 2 AND 3
Any holder of Voting Common Stock will be afforded the right to vote through the proxy solicited by the Board. When a proxy is returned properly completed and signed, the shares it represents must be voted by the Proxy Committee (described below) as directed by the stockholder. If you sign and return your proxy card but do not specify how you want your shares voted, they will be voted as recommended by the Board. We urge stockholders to specify their choices by marking the appropriate boxes on the enclosed proxy card. Execution of a proxy will not prevent a stockholder from attending the Meeting, revoking a previously submitted proxy, and voting in person. Any stockholder who gives a proxy may revoke it at any time before it is voted by notifying Farmer Mac's Secretary in writing on a date later than the date of the proxy, by submitting a later dated proxy, or by voting in person at the Meeting. Mere attendance at the Meeting, however, will not constitute revocation of a proxy. Written notices revoking a proxy should be sent to Farmer Mac's Secretary at Farmer Mac Headquarters. The Proxy Committee consists of three executive officers of Farmer Mac—Geraldine I. Hayhurst, Bradford T. Nordholm, and Matthew M. Pullins—and will vote all shares of Voting Common Stock represented by proxies signed and returned by stockholders in the manner specified. The Proxy Committee will also vote the shares represented by proxies in accordance with its members' best judgment on any matters not known when this Proxy Statement was printed that may properly be presented for action at the Meeting. Corporate Governance Matters
PROPOSALS 2 AND 3
| DIRECTOR INDEPENDENCE |
PROPOSALS 2 AND 3
The Board has adopted a formal set of standards to form the basis for determinations of director independence prescribed by NYSE listing requirements. To be considered "independent" under these standards, the Board must affirmatively determine that a director does not have a material relationship with Farmer Mac or any of its affiliates (as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended, or "Securities Act") other than as a director of Farmer Mac, either directly or as a partner, stockholder, or officer of an organization that has a relationship with Farmer Mac. The Board broadly considers all relevant facts and circumstances in making an independence determination, including the independence criteria included in Farmer Mac's Corporate Governance Guidelines available on Farmer Mac's website, www.farmermac.com, in the "Corporate Governance" portion of the "Investors" section, as well as the guidance under the NYSE listing standards and any other factors that the Board may deem relevant, in determining whether a director lacks a material relationship with Farmer Mac and therefore is "independent". These criteria meet or exceed all standards for director independence under applicable rules of the Securities and Exchange Commission ("SEC") and NYSE. In March 2026, the Board considered all direct and indirect transactions and relationships between each director (either directly or as a partner, stockholder, officer, director, or employee of, or other significant relationship with, an entity that has a relationship with Farmer Mac) and Farmer Mac and its management to determine whether any of those transactions or relationships were inconsistent with a determination that the director is independent. As a result of its review, the Board affirmatively determined that each of the following current directors meets the criteria for director independence set forth above and thus is independent: Richard H. Davidson, James R. Engebretsen, Sara L. Faivre, Amy H. Gales, Mitchell A. Johnson, Lowell L. Junkins, Eric T. McKissack, Jeffrey L. Plagge, Kevin G. Riel, Robert G. Sexton, Daniel L. Shaw, Charles A. Stones, Todd P. Ware, and LaJuana S. Wilcher. Messrs. Johnson and Davidson are not standing for re-election at the Meeting. The Board also affirmatively determined that new director nominees Dale E. Crawford and Lyle Logan meet the criteria for director independence set forth above and thus are independent. In making its independence determinations, the Board considered that because financial institutions are required to own Voting Common Stock to participate in some of Farmer Mac's programs, transactions often occur in the ordinary course of business between Farmer Mac and companies or other entities at which some of the current directors or director nominees are or have been officers or directors. In particular, the Board evaluated for each of Messrs. Plagge and Sexton all transactions during the preceding three years between Farmer Mac and the company where each currently serves or recently served as a director. Those transactions included: (1) purchases by Farmer Mac of qualified agricultural mortgage loans and rural infrastructure loans (and participation interests in each); (2) entering into long-term standby commitments to purchase qualified loans by Farmer Mac; (3) purchases by Farmer Mac of USDA-guaranteed portions of loans; (4) purchases and guarantees of AgVantage securities by Farmer Mac secured by rural infrastructure loans; and (5) the annual amount of guarantee and commitment fees paid to Farmer Mac by the related company and any servicing or other fees received by that company from Farmer Mac. In each case, the transactions had terms and conditions comparable to those applicable to entities unaffiliated with Farmer Mac. The Board affirmatively determined that none of the relationships were material under the independence criteria.
PROPOSALS 2 AND 3
| BOARD OF DIRECTORS MEETINGS AND COMMITTEES |
PROPOSALS 2 AND 3
The Board held nine meetings in 2025. No member of the Board attended less than 75% of the aggregate number of Board meetings and meetings of the committees on which he or she served during 2025. All members of the Board are expected to attend the Meeting in-person. All directors who were then serving on the Board attended the 2025 Annual Meeting of Stockholders. The Board Chair generally presides over all meetings of the Board, including regularly scheduled executive sessions of the Board in which members of management do not participate. Farmer Mac's Corporate Governance Guidelines provide that the Board Chair or the majority of the Board may designate any other director to preside over executive sessions of non-management directors. The Board currently has eight standing committees to help the Board perform its responsibilities: Audit Committee, Business Development and Business Strategy Committee, Corporate Governance Committee, Credit Committee, Enterprise Risk Committee, Finance Committee, Human Capital and Compensation Committee, and Public Policy and Corporate Social Responsibility Committee. Each director serves on at least two committees. The Board also forms ad hoc committees from time to time. One such ad hoc committee is a dedicated cybersecurity subcommittee of the Enterprise Risk Committee that helps oversee Farmer Mac's cybersecurity programs and practices. The following table shows the standing committees on which each current member of the Board serves:
PROPOSALS 2 AND 3
| | Audit | Business Development and Business Strategy | Corporate Governance | Credit | Enterprise Risk | Finance | Human Capital and Compensation | Public Policy and Corporate Social Responsibility | | Davidson | | | | | | | C | | | Engebretsen | | | | | | VC | | | | Faivre | | C | | | | | | | | Gales | | | | C | | | | | | Johnson | | | | | | | | | | Junkins | | | C | | | | | | | McKissack | | | | | | C | | | | Plagge | | | | VC | | | | | | Riel | | | | | | | VC | | | Sexton | VC | | | | | | | | | Shaw | | VC | | | | | | | | Stones | C | | | | | | | AC | | Ware | | | | | C | | | | | Wilcher | | | VC | | VC | | | |
PROPOSALS 2 AND 3
| | Member | C | Chair | AC | Acting Chair | VC | Vice Chair |
PROPOSALS 2 AND 3
See "Class A Nominees," "Class B Nominees," and "Directors Appointed by the President of the United States" under "Proposal 1: Election of Directors—Information about Nominees for Directors" for more information about the current members of the Board who are standing for re-election at the Meeting. The following tables summarize the key responsibilities of each standing Board committee, as well as the number of meetings each committee held during 2025 (C = Chair, AC = Acting Chair, and VC = Vice Chair):
PROPOSALS 2 AND 3
| Audit Committee | | | | | 8 Number of Meetings Held in 2025 | Charles A. Stones C Robert G. Sexton VC Members •James R. Engebretsen •Eric T. McKissack •Jeffrey L. Plagge | Independence Each member of the committee is independent | Audit Committee Financial Expert •James R. Engebretsen | | Key Committee Responsibilities Oversees Farmer Mac's conduct and processes that relate to accounting and financial reporting, the integrity of consolidated financial statements, and systems of disclosure controls and procedures and internal control over financial reporting; assists the Board in oversight of legal and regulatory compliance and (in conjunction with Enterprise Risk, which has primary oversight responsibility), oversight of risk assessment and risk management policies; oversees qualifications, engagement, compensation, independence and performance of Farmer Mac's independent auditor as well as the annual audit; approves any non-audit services by this independent auditor; hires and oversees the work of the leader of Farmer Mac's internal audit function; and reviews the scope of audits as recommended by the independent auditor and internal audit function. | | | |
PROPOSALS 2 AND 3
| Business Development and Business Strategy Committee | | | | 4 Number of Meetings Held in 2025 | Sara L. Faivre C Daniel L. Shaw VC Members •Amy H. Gales •Mitchell A. Johnson •Kevin G. Riel | Independence Each member of the committee is independent | | Key Committee Responsibilities Oversees Farmer Mac's execution of the strategic plan established by the Board; policies and strategy for obtaining and maintaining customers to promote business development and growth; execution of the business and mission activities; marketing strategies; the loan servicing and operations functions and related relationships; exposure to customer reputational risks; and Farmer Mac's success in accomplishing strategic and business development goals in its strategic and business plans. | | |
PROPOSALS 2 AND 3
| Corporate Governance Committee | | | | 7 Number of Meetings Held in 2025 | Lowell L. Junkins C LaJuana S. Wilcher VC Members •Richard H. Davidson •Eric T. McKissack •Robert G. Sexton •Todd P. Ware | Independence Each member of the committee is independent | | Key Committee Responsibilities Assists the Board in developing and recommends to the Board corporate governance guidelines and principles; reviews the corporate governance of Farmer Mac and recommends improvements when necessary; identifies individuals qualified to serve as directors (including stockholder outreach) and recommends to the Board nominees for the directors to be elected at the annual meeting of shareholders; identifies and establishes a search committee to identify individuals qualified to serve as CEO and makes recommendations about those individuals to the Board; advises Human Capital and Compensation Committee on the CEO recommendations for executive officers and recommends their appointment to the Board; oversees development of corporate strategy, the overall strategic planning process and making recommendations to the Board about corporate strategy; oversees processes and procedures established to support and monitor compliance with Farmer Mac's code of business conduct and ethics and related corporate policies; meets at least quarterly with the leader of Farmer Mac's compliance function; resolves conflicts of interest; in consultation with any ad hoc crisis management committee, oversees Farmer Mac's response to any sudden crisis that threatens to substantially disrupt, damage or destroy Farmer Mac's operations, business, or reputation and requires an action to be taken before a meeting of the Board can be convened; and exercises certain powers of the Board during the intervals between meetings of the Board. | | |
PROPOSALS 2 AND 3
| Credit Committee | | | | 4 Number of Meetings Held in 2025 | Amy H. Gales C Jeffrey L. Plagge VC Members •Richard H. Davidson •Daniel L. Shaw •Charles A. Stones | Independence Each member of the committee is independent | | Key Committee Responsibilities Oversees all policy matters relating to changes to Farmer Mac's credit, collateral valuation, underwriting, credit risk concentrations, and loan diversification standards; assesses credit risk and assist Board in establishing credit risk appetite; reviews agreed-upon key performance indicators to monitor current credit-related risks and identify emerging risks; makes recommendations to the Board on credit matters; hires and oversees the work of Farmer Mac's director of internal credit review and reviews and approves the internal credit review function's work plan and results. | | |
PROPOSALS 2 AND 3
| Enterprise Risk Committee | | | | 5 Number of Meetings Held in 2025 | Todd P. Ware C LaJuana S. Wilcher VC Members •Lowell L. Junkins •Kevin G. Riel •Daniel L. Shaw | Independence Each member of the committee is independent | | Key Committee Responsibilities Oversees Farmer Mac's enterprise-wide risk management framework and risk across Farmer Mac as a whole and across all risk types; oversees Farmer Mac's corporate insurance program, and periodically reviews the information technology function and related risks; assists the Board and Farmer Mac's executive officers to identify, evaluate, monitor, and manage or mitigate major strategic, operational, financial, credit, liquidity and funding, market security, legal or regulatory, technology, cybersecurity, reputational, and emerging or other risks inherent to the business and from external sources; oversees the risk assessment and risk management policies; and considers and makes recommendations to the Board on matters related to enterprise-risk and risk areas not covered under jurisdiction of other committees. | | |
PROPOSALS 2 AND 3
| Finance Committee | | | | 5 Number of Meetings Held in 2025 | Eric T. McKissack C James R. Engebretsen VC Members •Amy H. Gales •Mitchell A. Johnson •Robert G. Sexton | Independence Each member of the committee is independent | | Key Committee Responsibilities Oversees Farmer Mac's finance policies and activities and financial affairs, including all policies and activities related to funding, pricing, capital, liquidity, interest rate risk, asset and liability management, investment and securitization (but not finance policies and activities overseen by other committees); reviews agreed-upon key performance indicators to monitor current finance-related risks and identify emerging risks; and considers and makes recommendations to the Board on finance matters. | | |
PROPOSALS 2 AND 3
| Human Capital and Compensation Committee | | | | 7 Number of Meetings Held in 2025 | Richard H. Davidson C Kevin G. Riel VC Members •James R. Engebretsen •Sara L. Faivre •Todd P. Ware | Independence Each member of the committee is independent | | Key Committee Responsibilities Oversees matters related to Farmer Mac's human capital and resources; supports search committees to negotiate with CEO candidates; acts upon recommendation of CEO of appointment of other executive officers and makes recommendations to the Board; establishes and reviews total compensation policy governing all executive compensation plans and programs, using compensation consultants as necessary or advisable; makes recommendations to the Board on the total compensation of the Board; approves the total compensation of executive officers; provides oversight of the human resources function; provides oversight of human resources policies, including those related to equal employment opportunity and the employee experience; in consultation with the Corporate Governance Committee, provides oversight on management succession planning process; and approves and/or makes recommendations to the Board on compensation and benefit plans for Farmer Mac's directors and designated executive officers. | | |
PROPOSALS 2 AND 3
| Public Policy and Corporate Social Responsibility Committee | | | | 4 Number of Meetings Held in 2025 | Charles A. Stones AC Members •Sara L. Faivre •Lowell L. Junkins •Jeffrey L. Plagge •Lajuana S. Wilcher | Independence Each member of the committee is independent | | Key Committee Responsibilities Oversees matters concerning public policy and corporate social responsibility, including: external policies affecting agriculture and rural infrastructure; legislation affecting Farmer Mac and its activities; Farmer Mac's relationship with Congress, governmental agencies, and other public stakeholders; exposure to political, regulatory, and reputational risks arising from those relationships; Farmer Mac's political action committee ("PAC"), including alignment of the PAC's objectives with Farmer Mac's congressional outreach efforts; the impact of corporate social responsibility policies on Farmer Mac's stakeholders; and the development of Farmer Mac's philanthropic strategy; also generally considers and makes recommendations to the Board on matters related to public and regulatory policy, legislative activity, and corporate social responsibility. | | |
PROPOSALS 2 AND 3
Each of these standing Committees oversees aspects of Farmer Mac's enterprise risk management as described below. See "Proposal 1: Election of Directors" for more information about the Corporate Governance Committee. See "Executive Compensation Governance" for more information about the Human Capital and Compensation Committee. See "Report of the Audit Committee" and "Proposal 2: Selection of Independent Auditor" for more information about the Audit Committee. See "Enterprise Risk Management" for more information about the Enterprise Risk Committee.
PROPOSALS 2 AND 3
| ENTERPRISE RISK MANAGEMENT |
PROPOSALS 2 AND 3
The Board oversees the risk management function of Farmer Mac and has established, maintained and periodically updated Farmer Mac's enterprise-wide risk management program. Farmer Mac's executive officers have the primary responsibility for identifying, measuring, managing, and reporting the risks associated with Farmer Mac's business, including strategic, operational, financial, credit, liquidity and funding, market, cybersecurity, human capital, legal or regulatory, compliance, technology, third party, reputational, political, and emerging and other risks. The Board currently oversees Farmer Mac's enterprise risk through the Enterprise Risk Committee and the delegation of specific areas of risk by the Board to the other Board committees, as well as through Farmer Mac's Chief Risk Officer and the compliance, internal audit, and internal credit review functions. The Enterprise Risk Committee assists the Board to oversee the adequacy and design of Farmer Mac's enterprise-wide risk management program. The Enterprise Risk Committee periodically assesses management's implementation of the enterprise-wide risk management program, recommends improvements and adjustments to the risk management program in accordance with the evolution, growth, and development of Farmer Mac's business, capital structure, risk allocation, complexity, and industry best practices. The Enterprise Risk Committee assists the Board to oversee risk across Farmer Mac as a whole and across all risk areas, and to oversee the mapping and allocation of certain specific risk-related oversight responsibilities to the appropriate Board committees in accordance with the allocation of risk oversight reflected in the charter of each committee. The other Board committees report on significant risks identified within their jurisdictions to the Enterprise Risk Committee, and the Enterprise Risk Committee provides a report on any identified risks to the full Board at each Board meeting. Farmer Mac's Chief Risk Officer regularly reports to the Board and the Enterprise Risk Committee regarding the enterprise-wide risk management program and conducts Board training sessions and facilitates discussions on risk-related topics and best practices. Farmer Mac's Chief Risk Officer is also responsible for assisting Farmer Mac's executive officers to develop and monitor a risk management program, policies, procedures, and controls in the context of Farmer Mac's strategic objectives and to identify, monitor, and report any current and emerging risks. Farmer Mac's Chief Risk Officer also has a reporting line to the Enterprise Risk Committee and regularly updates that committee on discussions with management and the other Board committees about Farmer Mac's risk management program and any current and emerging risks, risk management issues, or compliance concerns. The Board has also established a dedicated cybersecurity subcommittee of the Enterprise Risk Committee that helps oversee Farmer Mac's cybersecurity programs and practices, including the identification and mitigation of security and privacy risks. This subcommittee currently consists of two members of the Enterprise Risk Committee – Mr. Ware (acting chair of the subcommittee) and Mr. Shaw, with a third member expected to be added to that subcommittee in May 2026 after the Meeting. Farmer Mac's compliance function manages Farmer Mac's policies and procedures framework, operates the compliance program, and conducts compliance risk assessments to identify key compliance risks. Farmer Mac's internal audit function annually compiles a risk assessment and, under the oversight of the Audit Committee, conducts periodic audits of each of the various risk areas within Farmer Mac at least once every three years. The internal credit review function provides an independent assessment of credit risk and reports directly to the Credit Committee. The following table summarizes the key risk areas overseen by each Board committee:
PROPOSALS 2 AND 3
| Name of Board Committee | Risks Overseen by Board Committee | | Audit | Financial reporting and accounting practices of Farmer Mac, as well as primary oversight of whistleblower complaints related to accounting and auditing matters, allegations of fraud, and regulatory compliance | | Business Development and Business Strategy | Farmer Mac's exposure to customer reputational risks, risks related to the development and maintenance of Farmer Mac's customer relationships, and strategic execution risk | | Corporate Governance | Governance policies of Farmer Mac and compliance with Farmer Mac's code of business conduct and ethics and related corporate policies | | Credit | Credit risks related to Farmer Mac's business, including credit underwriting, loan servicing, loan documentation, and counterparty risk | | Enterprise Risk | Farmer Mac's overall enterprise-wide risk management program, risk governance structure, cybersecurity, security breaches, data governance, business continuity planning, model risk assessment, risk governance and management practices, and risk tolerance and risk appetite levels | | Finance | Farmer Mac's finance-related risks, including asset and liability management, funding risk, changes in asset values, investment quality, liquidity risk, and compliance with the Board's capital adequacy, investment, and interest rate risk policies | | Human Capital and Compensation | Alignment of Farmer Mac's compensation policies and plans with its overall risk tolerance, as well as oversight of all human resources issues such as employee benefits, employee development and retention, and staff turnover | | Public Policy and Corporate Social Responsibility | Farmer Mac's exposure to political, regulatory, and reputational risks arising from political or regulatory activities or relationships |
PROPOSALS 2 AND 3
| CODE OF BUSINESS CONDUCT AND ETHICS |
PROPOSALS 2 AND 3
Farmer Mac has adopted a code of business conduct and ethics ("Code of Conduct") that applies to all directors, officers, employees, and agents of Farmer Mac, including Farmer Mac's principal executive officer, principal financial officer, principal accounting officer, and other senior financial officers. The Code of Conduct was most recently amended in May 2025. A copy of the Code of Conduct is available on Farmer Mac's website, www.farmermac.com, in the "Corporate Governance" portion of the "Investors" section. Farmer Mac will post any amendment to, or waiver from, a provision of the Code of Conduct in that same location on its website. A print copy of the Code of Conduct is available free of charge upon written request to Farmer Mac's Secretary at Farmer Mac Headquarters.
PROPOSALS 2 AND 3
| STOCKHOLDER PROPOSALS |
PROPOSALS 2 AND 3
Each year, at the annual meeting, the Board submits to the stockholders its recommended nominees for election as directors. The Audit Committee's selection of an independent auditor for the year is also submitted for stockholder ratification at each annual meeting in accordance with Farmer Mac's By-Laws. The Board may, upon proper notice, also present other matters to the stockholders for action at an annual meeting, including presenting proposals such as those in this Proxy Statement for the approval, on an advisory basis, of the compensation of Farmer Mac's named executive officers. Besides those matters presented by the Board, the stockholders may be asked to act at an annual meeting upon proposals timely submitted by eligible holders of Voting Common Stock. Under Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act"), proposals of stockholders to be presented at the Meeting were required to be received by Farmer Mac's Secretary on or before December 17, 2025 for inclusion in this Proxy Statement and the accompanying proxy card. Other than the election of ten members to the Board, the ratification of the appointment of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for fiscal year 2026, and the approval, on an advisory basis, of the compensation of Farmer Mac's named executive officers disclosed in this Proxy Statement, the Board knows of no other matters to be presented for action at the Meeting. If any other matters not known when this Proxy Statement was printed are properly brought before the Meeting or any adjournment or postponement of the Meeting, the Proxy Committee intends to vote proxies in accordance with its members' best judgment. Only proper proposals under Rule 14a-8 under the Exchange Act that are timely received will be included in the Proxy Statement and related proxy card for Farmer Mac's 2027 Annual Meeting of Stockholders. If any stockholder eligible to do so intends to present a proposal for consideration at Farmer Mac's 2027 Annual Meeting of Stockholders under Rule 14a-8 under the Exchange Act, Farmer Mac's Secretary must receive the proposal on or before December 16, 2026 to be considered for inclusion in the 2027 Proxy Statement. Proposals should be sent to Farmer Mac's Secretary at Farmer Mac Headquarters. The By-Laws provide that stockholders who seek to bring other business before a meeting of stockholders, other than the election of directors, generally must provide notice of that intent 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, and, in that notice, provide Farmer Mac with relevant information about the proposal. Any stockholder proposal received by Farmer Mac's Secretary before January 14, 2027 or after February 13, 2027 will be considered untimely and, if presented at the 2027 Annual Meeting of Stockholders, the Proxy Committee, as then constituted, will have the right to exercise discretionary voting authority on that proposal to the extent authorized by Rule 14a-4(c) under the Exchange Act. For information about stockholders' nominations of individuals to stand for election as a director at an annual meeting, see "Proposal 1: Election of Directors— Stockholder Director Nominations."
PROPOSALS 2 AND 3
| COMMUNICATIONS WITH THE BOARD |
PROPOSALS 2 AND 3
Stockholders and other interested parties may communicate directly with members of the Board by writing to them at Federal Agricultural Mortgage Corporation, 2100 Pennsylvania Avenue, NW, Suite 450N, Washington, DC 20037.
PROPOSALS 2 AND 3
| 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. |
PROPOSALS 2 AND 3
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. Four of the five Class A nominees and four of the five 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 2027 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. One of the five Board seats for Appointed Members is currently vacant. After the election at the Meeting, the Board will consist of the four 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 before May 14, 2026) and the ten members who are elected by the holders of Farmer Mac's Voting Common Stock.
PROPOSALS 2 AND 3
| SELECTION OF DIRECTOR NOMINEES BY BOARD |
PROPOSALS 2 AND 3
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, 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. 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 Farmer Mac Headquarters. 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. Eight of the 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 Daniel L. Shaw be renominated for election to the Board and that Dale E. Crawford 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.
PROPOSALS 2 AND 3
| STOCKHOLDER DIRECTOR NOMINATIONS |
PROPOSALS 2 AND 3
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 2027 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 14, 2027 through February 13, 2027. Those submissions should be directed to Farmer Mac's Secretary at Farmer Mac Headquarters. 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. 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. Stockholders are encouraged to review Farmer Mac's By-Laws containing the requirements described in this section, which were included as Exhibit 3.1 to Farmer Mac's Current Report on Form 8-K filed with the SEC on February 2, 2026.
PROPOSALS 2 AND 3
| INFORMATION ABOUT NOMINEES FOR DIRECTOR |
PROPOSALS 2 AND 3
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.
PROPOSALS 2 AND 3
| CLASS A NOMINEES |
PROPOSALS 2 AND 3
| | JAMES R. ENGEBRETSEN, 70, has been a member of the Board of Directors of Farmer Mac since June 5, 2008 and serves as vice 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. | | James R. Engebretsen Director Since: June 5, 2008 Age: 70 | |
PROPOSALS 2 AND 3
| | LYLE LOGAN, 66, is a retired financial services executive and experienced public company director with more than 45 years of experience in commercial banking, asset management, capital markets, and credit management. He retired in 2025 as Vice Chairman of Northern Trust, where he served for 25 years in senior leadership roles, including Head of Global Strategic Relationship Management, Managing Director of Institutional Sales and Client Servicing, and Senior Vice President and Head of Chicago Private Banking. Earlier in his career, he held senior leadership positions at Bank of America (formerly Continental Bank) across capital markets, securities and commodities, private banking, and portfolio management. Mr. Logan brings more than 20 years of board experience, having served as Lead Director, Board Chair, Audit Committee Chair, Compensation Committee Chair, and Nominating and Governance Committee Chair for public companies and nonprofit organizations, including Adtalem Global Education, Heidrick & Struggles, and Impax Asset Management. He holds an M.B.A. in Finance from the University of Chicago and a B.A. in Accounting and Economics from Florida A&M University. | | Lyle Logan Director Nominee Age: 66 | |
PROPOSALS 2 AND 3
| \ | ERIC T. McKISSACK, 72, has been a member of the Board of Directors of Farmer Mac since February 23, 2021 and serves as 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 chair and independent trustee on the board of Morgan Stanley Pathway Funds. 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. | | Eric T. McKissack Director Since: February 23, 2021 Age: 72 | |
PROPOSALS 2 AND 3
| | JEFFREY L. PLAGGE, 70, 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 Public Policy and Corporate Social Responsibility Committee. Mr. Plagge has been a director of both Northwest Financial Corporation and Northwest Bank since September 2009 and currently serves as Chairman of the board audit committee and is a board member of the 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 vice chair of its technology committee and a member of its finance 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. | | Jeffrey L. Plagge Director Since: May 16, 2024 Age: 70 | |
PROPOSALS 2 AND 3
| | TODD P. WARE, 60, has been a member of the Board of Directors of Farmer Mac since May 9, 2019 and serves as chair of the Enterprise Risk Committee, chair of the Cybersecurity Subcommittee of the Enterprise Risk Committee, and as a member of the Human Capital and Compensation 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, risk management committee, and legislative 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 from 2016 to 2025, and Cardinal Operating Company since 2019. Mr. Ware received his Bachelor of Science in Accounting from The Ohio State University. | | Todd P. Ware Director Since: May 9, 2019 Age: 60 | |
PROPOSALS 2 AND 3
| CLASS B NOMINEES |
PROPOSALS 2 AND 3
| | DALE E. CRAWFORD, 69, is an experienced agricultural producer and board leader based in Sullivan, Illinois, with more than four decades of leadership in agricultural finance, cooperative governance, and rural community service. A multigenerational corn and soybean farmer since 1979, he brings deep, hands‑on expertise in production agriculture, risk management, capital investment, and long‑term land stewardship. Mr. Crawford has served extensively on boards within the Farm Credit System and related agricultural organizations, including as an elected director of AgriBank, FCB (2017–2025), where he held vice chair roles on both the Audit and Risk Committees, and as a long‑time director and vice chairman of Farm Credit Illinois (2005–2017). His governance experience also includes national‑level policy engagement through the Farm Credit Council in Washington, DC, as well as decades of leadership with local and regional cooperatives, education boards, and community institutions. He holds a Bachelor of Science in Agricultural Technology Systems from the University of Illinois at Urbana–Champaign and brings significant board‑level expertise in audit, risk, compliance, and fiduciary oversight in service of agriculture and rural America. | | Dale E. Crawford Director Nominee Age: 69 | |
PROPOSALS 2 AND 3
| | AMY H. GALES, 67, 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. | | Amy H. Gales Director Since: May 12, 2020 Age: 67 | |
PROPOSALS 2 AND 3
| | KEVIN G. RIEL, 60, has been a member of the Board of Directors of Farmer Mac since May 16, 2024 and serves as vice chair of the Human Capital and Compensation Committee and as a member of the Business Development and Business Strategy Committee and the Enterprise Risk 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 (chair since April 2025). 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. | | Kevin G. Riel Director Since: May 16, 2024 Age: 60 | |
PROPOSALS 2 AND 3
| | ROBERT G. SEXTON, 66, 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. | | Robert G. Sexton Director Since: May 5, 2018 Age: 66 | |
PROPOSALS 2 AND 3
| | DANIEL L. SHAW, 70, has been a member of the Board of Directors of Farmer Mac since March 26, 2025 and serves as vice chair of the Business Development and Business Strategy Committee and as a member of the Credit Committee, the Enterprise Risk Committee, and the Cybersecurity Subcommittee of 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. | | Daniel L. Shaw Director Since: March 26, 2025 Age: 70 | |
PROPOSALS 2 AND 3
| DIRECTORS APPOINTED BY THE PRESIDENT OF THE UNITED STATES |
PROPOSALS 2 AND 3
| | SARA L. FAIVRE, 61, 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 One More Cloud, an AI-enabled sponsored search technology company. She also sits on the advisory board of Harvest Returns, an ag and agtech investment platform. She has served as a board member, advisory board member for several agtech startups. Dr. Faivre is National Association of Corporate Directors Directorship Certified and was named to NACD's Directorship 100 in 2021. She has served on the board and in leadership positions in the Texas TricCities Chapter. Dr. Faivre is a partner in, and general manager of, Wild Type Ranch, LLC, a regenerative farm in Southern Wisconsin producing pastured meat and eggs. She was a principal operator of Wild Type Ranch LP, a grass-fed beef ranch in Texas from 2005 to 2024. As President of Sara Faivre, Inc., she provides executive consulting to emerging agtech and sustainable agricultural firms. Dr. Faivre held various executive positions, including Founder and President, in two agricultural biotech startups from 2000 to 2006. She was also the interim Chief Science and Technology officer from 2021 to 2022 for Earthwise Global, a seed-stage agtech. She 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. Dr. Faivre has earned certificates in Climate Governance, Digital Directorship, Sustainable Capitalism, and Executive Women Leadership. | | Sara L. Faivre Director Since: September 30, 2010 Age: 61 | |
PROPOSALS 2 AND 3
| | LOWELL L. JUNKINS, 82, 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. | | Lowell L. Junkins Director Since: June 13, 1996 Age: 82 | |
PROPOSALS 2 AND 3
| | | | | CHARLES A. STONES, 71, has been a member of the Board of Directors of Farmer Mac since December 22, 2020 and serves as chair of the Audit Committee, acting 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. | | Charles A. Stones Director Since: December 22, 2020 Age: 71 | |
PROPOSALS 2 AND 3
| | LAJUANA S. WILCHER, 71, has been a member of the Board of Directors of Farmer Mac since December 20, 2019, and currently serves as Board Vice Chair. She previously served as Board Chair from January 17, 2020 to March 30, 2022. Ms. Wilcher serves as vice 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 harvests 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. | | LaJuana S. Wilcher Director Since: December 20, 2019 Age: 71 | |
PROPOSALS 2 AND 3
| QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE TO BE REPRESENTED ON THE BOARD |
PROPOSALS 2 AND 3
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. Crawford, Junkins, Plagge, Riel, Sexton, and Shaw bring to the Board experience in agricultural production. Messrs. 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. Crawford, Engebretsen, Logan, McKissack, Plagge, Riel, Sexton, Shaw, Stones and Ware bring financial literacy to the Board. Dr. Faivre, Ms. Gales, and Messrs. Crawford, Junkins, Engebretsen, Logan, McKissack, and Ware have accounting training or financial reporting experience. Dr. Faivre, Ms. Gales, and Messrs. Crawford, Engebretsen, Junkins, Logan, 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. 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. Crawford, Logan, Plagge, Riel, 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. Crawford, Engebretsen, Junkins, Logan, McKissack, Plagge, Riel, Sexton, Shaw, Stones, and Ware have experience in strategic planning. •Dr. Faivre, Ms. Gales, and Messrs. Crawford, Engebretsen, Logan, Plagge, Riel, Sexton, and Shaw have experience in risk assessment, management, and control. •Messrs. Engebretsen, Logan, Plagge, Riel, Sexton, and Ware bring to the Board relevant cybersecurity oversight or information technology experience. •Dr. Faivre, Ms. Gales, Ms. Wilcher, and Messrs. Riel, Sexton, and Ware bring to the Board relevant experience in human capital management and talent development. •Dr. Faivre and Messrs. Engebretsen, and Plagge bring to the Board relevant marketing and public relations experience. •Dr. Faivre, Ms. Gales, Ms. Wilcher, and Messrs. Crawford, Engebretsen, Logan, 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. Crawford, Engebretsen, Junkins, Logan, 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.
PROPOSALS 2 AND 3
| 2026 BOARD QUALIFICATIONS AND SKILLS |
PROPOSALS 2 AND 3
| | Strategic Planning Experience | | Executive | | Service on Other Boards | | | Agricultural Finance, Capital Markets, Financial Investment, or Lending | | Accounting or Financial Reporting Experience | | Agricultural Production | | | Risk Assessment, Management, and Control | | Governmental, Political, or Public Policy | | Human Capital Management, including Talent Development | | | Cybersecurity Oversight or Information Technology | | Marketing or Public Relations | | |
PROPOSALS 2 AND 3
| COMPENSATION OF DIRECTORS |
PROPOSALS 2 AND 3
| Name | Fees Earned or Paid in Cash1 ($) | Stock Awards2 ($) | All Other Compensation3 ($) | Total ($) | | Chester J. Culver4 | 59,250 | 75,956 | 3,553 | 138,759 | | Richard H. Davidson | 78,437 | 75,956 | 2,648 | 157,041 | | James R. Engebretsen | 74,604 | 75,956 | 2,648 | 153,208 | | Sara L. Faivre | 79,000 | 75,956 | 2,648 | 157,604 | | Amy H. Gales | 79,000 | 75,956 | 2,648 | 157,604 | | Mitchell A. Johnson | 69,000 | 75,956 | 2,648 | 147,604 | | Lowell L. Junkins | 119,000 | 75,956 | 2,648 | 197,604 | | Eric T. Mc Kissack | 78,437 | 75,956 | 2,648 | 157,041 | | Jeffrey L. Plagge | 69,000 | 75,956 | 1,739 | 146,695 | | Kevin G. Riel | 69,000 | 75,956 | 1,739 | 146,695 | | Robert G. Sexton | 69,000 | 75,956 | 2,648 | 147,604 | | Daniel L. Shaw | 52,900 | 69,080 | — | 121,980 | | Charles A. Stones | 86,500 | 75,956 | 2,648 | 165,104 | | Roy H. Tiarks4 | 8,167 | — | 1,798 | 9,965 | | Todd P. Ware | 84,000 | 75,956 | 2,648 | 162,604 | | LaJuana S. Wilcher | 94,000 | 75,956 | 2,648 | 172,604 |
PROPOSALS 2 AND 3
(1)Includes amounts that the following directors earned during 2025 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 ($11,687), Mr. Engebretsen ($73,292), Ms. Gales ($78,628), Mr. Johnson ($16,501), Mr. Junkins ($5,422), Mr. McKissack ($12,446), Mr. Plagge ($24,643), Mr. Sexton ($32,893), and Mr. Ware ($15,893). 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, 2025 to December 31, 2025, as reported by the NYSE. (2)The grant date fair value of each RSU awarded to all sitting members of the Board on March 6, 2025 was $202.01 (the closing price of the Class C Non-Voting Common Stock on that date as reported by the NYSE). The 358 RSUs awarded to Mr. Shaw upon his appointment to the Board on March 26, 2025 was granted at a fair value of $192.96 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. Upon retirement from the Board on September 30, 2025, Mr. Culver vested in 201 shares valued at $33,957 based on a price of $168.94 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 175 RSUs awarded to him on March 6, 2025. (3)The amount received by each director during 2025 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 2024 that vested on March 31, 2025. Mr. Shaw did not receive this payment because he did not serve on the Board before March 2025 and therefore did not receive any RSUs that vested in 2025. The amount received by Mr. Tiarks, who served through his death on February 4, 2025, reflects the payment of $1,798 as cash in lieu of dividends that would have been paid on 321 shares related to RSUs granted in March 2024 that vested pro rata upon his death. The amount received by Mr. Culver, who served through September 30, 2025, also includes the payment of $904.50 as cash in lieu of dividends that would have been paid on 201 shares related to RSUs granted in March 2025 that vested pro rata in September 2025 upon his retirement from the Board. (4)Mr. Tiarks died on February 4, 2025. On September 30, 2025, Mr. Culver, a presidential appointee serving at the pleasure of the President of the United States, was informed by The White House that his position as a Farmer Mac Board member had ended effective immediately. In November 2025, the Board (1) approved an increase in the base annual cash retainer payable to each director from $69,000 to $70,000 for 2026; and (2) approved an increase to the targeted value for the annual equity award granted to each director from $75,000 to $80,000 for 2026. The overall targeted total compensation per director of $150,000 per year for 2026 represented a 4.2% increase compared to the overall targeted total compensation of $144,000 per year for 2025. The Board maintained the same level of incremental annual cash retainers payable to the Board Chair ($50,000) and the Board Vice Chair ($25,000) for 2026 but increased the annual cash retainers payable to the eight committee chairs for 2026 to the levels shown below:
PROPOSALS 2 AND 3
| Position | 2026 Incremental Retainer ($) | | Chair of the Audit Committee | $20,000 | | Chair of the Corporate Governance Committee | $17,500 | | Chair of the Enterprise Risk Committee | $17,500 | | Chair of the Finance Committee | $17,500 | | Chair of the Human Capital and Compensation Committee | $17,500 | | Chair of the Business Development and Business Strategy Committee | $11,000 | | Chair of the Credit Committee | $11,000 | | Chair of the Public Policy and Corporate Social Responsibility Committee | $11,000 |
PROPOSALS 2 AND 3
On March 5, 2026, each of the 14 sitting Board members was granted 471 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 $80,000 based on the average stock price over the previous 30 calendar days ending February 26, 2026 (seven calendar days before the grant date). Based on the stock price at the time of these grants, the actual value on March 5, 2026 was $76,373 to each sitting director. All of the RSUs granted to each director in March 2026 will vest on March 31, 2027 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. Stock Ownership of Directors, Director Nominees, Named Executive Officers, and Certain Beneficial Owners
PROPOSALS 2 AND 3
| DIRECTORS, DIRECTOR NOMINEES, AND NAMED EXECUTIVE OFFICERS |
PROPOSALS 2 AND 3
As of March 23, 2026, the sitting members of the Board, nominees for election as directors, and named executive officers of Farmer Mac listed in the table below may be considered to be "beneficial owners" of the indicated number of equity securities of Farmer Mac, as defined by SEC rules. Farmer Mac's Voting Common Stock may be held only by banks, insurance companies, and financial institutions and Farm Credit System institutions, and may not be held by individuals. Thus, no director, director nominee, or named executive officer owns, directly or indirectly, any shares of any class of Voting Common Stock. The Class C Non-Voting Common Stock has no ownership restrictions. For information about the beneficial owners of 5% or more of the Voting Common Stock, see "—Principal Holders of Voting Common Stock."
PROPOSALS 2 AND 3
| | Voting Common Stock | | Non-Voting Common Stock (1) | | | | Class A or Class B Shares (#) | Percent of Class | Class C Shares (#) | Percent of Class | | Bradford T. Nordholm | ___ | ___ | 67,073 | * | | Zachary N. Carpenter | ___ | ___ | 12,595 | * | | Matthew M. Pullins | ___ | ___ | — | * | | Brian M. Brinch | ___ | ___ | 10,908 | * | | Geraldine I. Hayhurst | ___ | ___ | — | * | | Gregory N. Ramsey | ___ | ___ | 2,682 | * | | Aparna Ramesh | ___ | ___ | 701 | * | | Stephen P. Mullery | ___ | ___ | 39,619 | * | | Dale E. Crawford | ___ | ___ | — | * | | Richard H. Davidson | ___ | ___ | 14,178 | * | | James R. Engebretsen | ___ | ___ | 16,172 | * | | Sara L. Faivre | ___ | ___ | 1,751 | * | | Amy H. Gales | ___ | ___ | 5,372 | * | | Mitchell A. Johnson | ___ | ___ | 8,108 | * | | Lowell L. Junkins | ___ | ___ | 10,447 | * | | Lyle Logan | ___ | ___ | — | * | | Eric T. McKissack | ___ | ___ | 2,389 | * | | Jeffrey L. Plagge | ___ | ___ | 819 | * | | Kevin G. Riel | ___ | ___ | 681 | * | | Robert G. Sexton | ___ | ___ | 13,699 | * | | Daniel L. Shaw | ___ | ___ | 1,387 | * | | Charles A. Stones | ___ | ___ | 1,970 | * | | Todd P. Ware | ___ | ___ | 3,975 | * | | LaJuana S. Wilcher | ___ | ___ | 3,096 | * | | All directors and current executive officers as a group (19 persons)(2) | ___ | ___ | 174,620 | 1.88% |
PROPOSALS 2 AND 3
*Less than 1%.
PROPOSALS 2 AND 3
| Stock Ownership of Directors, Director Nominees, Named Executive Officers, and Certain Beneficial Owners |
PROPOSALS 2 AND 3
(1)Does not include shares attributable to RSUs previously granted but scheduled to vest after May 22, 2026. For performance-based RSUs that vested on March 31, 2026, reflects the actual number of shares of Class C Non-Voting Common Stock earned after application of the applicable performance factor rather than the original target number of RSUs. Includes shares of Class C Non-Voting Common Stock underlying SARs that may be acquired within 60 days through the exercise of vested SARs as follows: Mr. Nordholm, 33,327 shares; Ms. Ramesh, 689 shares; Mr. Carpenter, 4,280 shares; Mr. Mullery, 21,801 shares; and Mr. Brinch, 2,462 shares. Each SAR represents the right to receive, upon exercise, an amount equal to the excess, if any, of the fair market value of a share of Farmer Mac’s Class C Non-Voting Common Stock on the date of exercise over the grant price. Because the future exercise date of vested SARs is not known, the fair market value of a share on the date of exercise is also not known, so the actual number of shares of Class C Non-Voting Common Stock that each person will receive upon exercise of SARs cannot be determined at this time. The number of shares of Class C Non-Voting Common Stock beneficially owned by each named executive officer reflected in the table above related to SARs is higher than the number of shares of Class C Non-Voting Common Stock that each named executive officer will actually receive upon exercise of any vested SARs. (2)Group does not include Dale E. Crawford and Lyle Logan, who are nominees for election to the Board but do not currently serve as directors of Farmer Mac. Group includes the following current executive officers of Farmer Mac: Brian M. Brinch, Zachary N. Carpenter, Geraldine I. Hayhurst, Bradford T. Nordholm, and Matthew M. Pullins. Group does not include the following named executive officers: Gregory N. Ramsey, Vice President – Chief Accounting Officer, who served as interim principal financial officer from July through December 2025 and retired from Farmer Mac in April 2026; Aparna Ramesh, who resigned as Executive Vice President – Chief Financial Officer and Treasurer in July 2025; and Stephen P. Mullery, who retired from Farmer Mac in April 2026. The number of shares of Class C Non-Voting Common Stock shown for the group includes shares underlying SARs that may be acquired within 60 days by the members of the group through the exercise of vested SARs.
PROPOSALS 2 AND 3
| POLICIES ON EMPLOYEE, OFFICER, AND DIRECTOR HEDGING OF FARMER MAC SECURITIES |
PROPOSALS 2 AND 3
Farmer Mac has a policy on insider trading applicable to all directors and employees (including named executive officers) that requires compliance with the federal securities laws and adherence to Farmer Mac's other policies and procedures (including "open windows" for sales of stock and the adoption of Rule 10b5-1 plans). Farmer Mac's insider trading policy prohibits any director or employee (including officers) from engaging in any short sales of, or purchases or sales of puts, calls, or other derivative securities based on, Farmer Mac's securities.
PROPOSALS 2 AND 3
| PRINCIPAL HOLDERS OF VOTING COMMON STOCK |
PROPOSALS 2 AND 3
To Farmer Mac's knowledge, as of March 23, 2026, the following institutions are the beneficial owners of either 5% or more of the outstanding shares of Farmer Mac's Class A Voting Common Stock or Class B Voting Common Stock, and/or 5% or more of the total number of outstanding shares of Farmer Mac's Voting Common Stock.
PROPOSALS 2 AND 3
| Name and Address | Number of Shares Beneficially Owned | Percent of Total Voting Shares Outstanding | Percent of Total Shares Held By Class | | AgFirst Farm Credit Bank 1901 Main Street, Columbia, SC 29201 | 84,024 shares of Class B Voting Common Stock | 5.49% | 16.79% | | AgriBank, FCB 30 E. 7th Street, Suite 1600, St. Paul, MN 55101 | 201,621 shares of Class B Voting Common Stock | 13.17% | 40.30% | | CoBank, ACB 6340 Fiddlers Green Circle, Greenwood Village, CO 80111 | 163,253 shares of Class B Voting Common Stock | 10.66% | 32.63% | | Farm Credit Bank of Texas 4801 Plaza on the Lake, Austin, TX 78746 | 38,503 shares of Class B Voting Common Stock | 2.51% | 7.70% | | Matthew 25 Management Corp. 122 East Butler Avenue, Suite 300, Ambler, PA 19002 | 98,477 shares of Class A Voting Common Stock | 6.43% | 9.55% | | National Rural Utilities Cooperative Finance Corporation 20701 Cooperative Way, Dulles, VA 20166 | 81,500 shares of Class A Voting Common Stock | 5.32% | 7.91% | | Zions Bancorporation, National Association One South Main Street, Salt Lake City, UT 84133 | 322,100 shares of Class A Voting Common Stock | 21.04% | 31.25% |
PROPOSALS 2 AND 3
| DELINQUENT SECTION 16(a) REPORTS |
PROPOSALS 2 AND 3
Section 16(a) of the Exchange Act requires Farmer Mac's officers and directors, and persons who beneficially own more than 10% of a registered class of Farmer Mac's equity securities, to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. Based solely on Farmer Mac's review of its corporate records, copies of reports filed by the reporting persons, and written representations from reporting persons that they were not required to file a Form 5 for 2025, Farmer Mac believes that all of its officers, directors, and beneficial owners of greater than 10% of any class of its equity securities complied with all Section 16(a) filing requirements and timely filed all reports applicable to them for transactions during 2025, with the exception of : (1) one late Form 3 was filed by Geraldine I. Hayhurst, Executive Vice President – Chief Legal Officer and Secretary, on October 1, 2025, due to a delay in obtaining EDGAR filing codes; and (2) one late Form 4 reporting the acquisition of RSUs on one date was filed by Matthew M. Pullins, Executive Vice President – Chief Financial Officer and Treasurer, on December 22, 2025, due to a delay in obtaining EDGAR filing codes. Executive Officers The following table sets forth the names and ages of the current executive officers of Farmer Mac, the principal positions held by them with Farmer Mac, and the officers' experience before joining Farmer Mac.
PROPOSALS 2 AND 3
| | Mr. Nordholm was first appointed as President and Chief Executive Officer in October 2018 and was reappointed as Chief Executive Officer in October 2025, with his current term extending through March 2027. Before his appointment as Farmer Mac's Chief Executive Officer, Mr. Nordholm was employed by Starwood Energy Group Global LLC (“Starwood Energy”), currently known as Lotus Infrastructure Partners, in various capacities from 2006 until September 2018, including serving as its first Chief Executive Officer & Managing Director from 2006 to 2016, its Co-Head & Senior Managing Director from 2016 to 2017, and its Vice Chairman & Senior Managing Director from 2017 to 2018. Before joining Starwood Energy, Mr. Nordholm served from 2002 to 2006 in dual capacities as the Co-Founder and Chief Executive Officer of Tyr Energy, an energy infrastructure management firm, and as the Co-Founder & Chairman of Tyr Capital, an asset management and capital investment firm. From 1995 to 1998, Mr. Nordholm served as the Chief Executive Officer of U.S. Central, which was a wholesale financial cooperative for corporate credit unions in the United States. Mr. Nordholm also served in senior-level positions at Aquila, which was later acquired by Kansas City Power & Light, from 1999 to 2002, and at National Cooperative Bank from 1984 to 1995. He was also employed in various capacities by Federal Land Bank of St. Paul (reorganized into AgriBank FCB) and Interregional Service Corporation of Minneapolis (acquired by an entity in the Farm Credit System) from 1980 to 1984. Mr. Nordholm currently serves on the boards of Carleton College, the Smithsonian Environmental Research Center, and the Anne Arundel Agriculture Commission. Mr. Nordholm received a Bachelor of Arts degree in Economics from Carleton College. | | Bradford T. Nordholm Chief Executive Officer Employee Since: 2018 Age: 70 | |
PROPOSALS 2 AND 3
| | Mr. Pullins was appointed Executive Vice President – Chief Financial Officer and Treasurer in December 2025. He brings more than two decades of experience in corporate finance, accounting, strategic planning, capital markets, and regulatory reporting, most recently serving as Senior Vice President, Chief Financial Officer – Capital Markets at PNC Financial Services Group, Inc. His career reflects a deep understanding of financial strategy, risk management, and enterprise reporting functions, developed through progressively senior leadership roles. Earlier in his career, Mr. Pullins served as Chief Financial Officer of PNC’s institutional asset management division. Raised on a family farm in western Ohio, Mr. Pullins holds a lifelong personal connection to American agriculture. He earned his bachelor’s degree in agribusiness and applied economics from The Ohio State University, where he later returned to complete his Master of Business Administration in corporate financial management. Mr. Pullins is a Certified Public Accountant. | | Matthew M. Pullins Executive Vice President – Chief Financial Officer and Treasurer Employee Since: 2025 Age: 47 | |
PROPOSALS 2 AND 3
| | Mr. Carpenter was appointed Executive Vice President – Chief Business Officer in May 2019, later appointed President and Chief Operating Officer in October 2025, and is scheduled to assume the role of Chief Executive Officer in or before 2027. Mr. Carpenter has devoted much of his career to facilitating dependable credit and financial solutions for American agriculture and rural communities and has accumulated deep expertise developing and innovating financial solutions across the agribusiness value chain while developing strong relationships with other providers of capital. Before joining Farmer Mac, Mr. Carpenter spent nearly a decade in various management positions at CoBank, ACB, most recently as a Managing Director and Sector Vice President of its Corporate Agribusiness Banking Group, and previously as Executive Director in its Capital Markets division. He has also served as a vice president in corporate finance at Goldman Sachs. Mr. Carpenter earned a Bachelor of Science degree in Economics with a concentration in corporate finance from the Wharton School of Business at the University of Pennsylvania, and a Master of Business Administration with specializations in corporate finance, accounting, and business law from the Stern School of Business at New York University. | | Zachary N. Carpenter President and Chief Operating Officer Employee Since: 2019 Age: 44 | |
PROPOSALS 2 AND 3
| | Ms. Hayhurst serves as Chief Legal Officer and Secretary and joined Farmer Mac in September 2025 with over two decades of experience practicing law. Most recently Ms. Hayhurst was employed by CoStar Group, Inc., a leading real estate technology and information services firm, where she served as Associate General Counsel, Corporate and Compliance. In that position, she supported the company in all aspects of corporate governance, including filings with the Securities and Exchange Commission (SEC), as well as, managing M&A transactions and the Compliance and Privacy teams. From July 2021 to November 2024, Ms. Hayhurst served as General Counsel and Secretary at NewPoint Real Estate Capital, a commercial real estate finance firm, providing strategic advice, developing products and executing corporate strategy, while implementing innovative and forward- looking solutions for the company’s financing products. In previous leadership roles at Federal Home Loan Mortgage Corporation (Freddie Mac) going back to 2015, Ms. Hayhurst provided counsel to the company’s President, CEO, Division Heads, and Board. | | Geraldine I. Hayhurst Executive Vice President – Chief Legal Officer and Secretary Employee Since: 2025 Age: 52 | |
PROPOSALS 2 AND 3
| Executive Officers |
PROPOSALS 2 AND 3
| | Mr. Brinch was appointed to serve as Executive Vice President – Chief Risk Officer in March 2025, after having served as Senior Vice President – Enterprise Risk Officer since March 2021. Mr. Brinch served as Senior Vice President – Rural Infrastructure from May 2019 to March 2021 and as Senior Vice President – Business Strategy and Financial Research for a year before that. Before Mr. Brinch’s appointment as a Senior Vice President in 2018, he served as Vice President – Financial Planning and Analysis starting in April 2014 and in multiple positions at Farmer Mac before that starting in 2000, including as Director – Financial Research, Manager – Financial Research, Senior Financial Research Associate, and Financial Research Associate. Mr. Brinch received a Bachelor of Science degree in Meteorology from The Pennsylvania State University and a Master of Science degree in Agricultural and Applied Economics from The Pennsylvania State University. Mr. Brinch is also a Chartered Financial Analyst® charterholder and holds a Financial Risk Manager® designation from the Global Association of Risk Professionals. | | Brian M. Brinch Executive Vice President – Chief Risk Officer Employee Since: 2000 Age: 49 | |
PROPOSALS 2 AND 3
Executive Compensation Governance
PROPOSALS 2 AND 3
| INTRODUCTION AND 2025 HIGHLIGHTS |
PROPOSALS 2 AND 3
The Human Capital and Compensation Committee of Farmer Mac's Board of Directors ("Compensation Committee") generally determines the salaries, incentive compensation, and other compensation and benefits of Farmer Mac's named executive officers ("NEOs"). For 2025, the Compensation Committee determined the compensation of seven of the eight NEOs and did not determine the compensation of Gregory N. Ramsey, Farmer Mac's Vice President – Chief Accounting Officer who also served as Farmer Mac's interim principal financial officer from August 1, 2025 through December 10, 2025. Mr. Ramsey's 2025 compensation was determined by Farmer Mac's Chief Executive Officer ("CEO") like all other Farmer Mac employees who are not executive officers (i.e., not appointed by the Board and with a title lower than Executive Vice President). The Compensation Committee also recommends the compensation of directors in consultation with the Corporate Governance Committee for approval by the Board. The members of the Compensation Committee who determined the 2025 compensation of Farmer Mac's directors and NEOs (other than Mr. Ramsey) varied during the year depending on when compensation decisions were made. From January through September 2025, the Compensation Committee consisted of Mr. Culver, Mr. Davidson, Mr. Engebretsen, Dr. Faivre, Mr. Riel, and Mr. Ware. Beginning September 30, 2025, the Committee was reduced to five members after Mr. Culver left the Board. Thus, only the five remaining Compensation Committee members determined: (1) the compensation of Matthew M. Pullins, who was hired as Farmer Mac's Executive Vice President – Chief Financial Officer and Treasurer in December 2025 and (2) the short-term incentive compensation of certain NEOs for performance in 2025. Other than the period from May 2024 through May 2025 (when Mr. Ware served as chair of the Compensation Committee), Mr. Davidson has served as the chair of the Compensation Committee since June 2012. No current member of Farmer Mac's Compensation Committee is or has been an officer or employee of Farmer Mac. As described in "Corporate Governance Matters—Director Independence," the Board has affirmatively determined that all members of the Compensation Committee are "independent" under: •Farmer Mac's Corporate Governance Guidelines, which prescribe independence criteria that meet or exceed all general standards for director independence under applicable SEC and NYSE rules; and •the added independence criteria prescribed by NYSE rules specifically for directors who serve on the Compensation Committee. The Compensation Committee and the Board review the Compensation Committee Charter annually and approve changes as appropriate. The complete text of the Compensation Committee Charter, which reflects standards in SEC and NYSE rules, is available on Farmer Mac's website (www.farmermac.com) in the "Corporate Governance" portion of the "Investors" section. A print copy of the Compensation Committee Charter is available free of charge upon written request addressed to Farmer Mac's Secretary at Farmer Mac Headquarters. The Compensation Committee determines and approves the total compensation of executive officers after evaluating current market compensation levels for comparable positions and assessing each executive officer's performance during the previous calendar year. The Compensation Committee also consults with the CEO in evaluating all other executive officers. Neither the CEO nor any other executive officer is present during deliberations on his or her compensation by the Compensation Committee or the Board. The Compensation Committee, in consultation with the Corporate Governance Committee, recommends to the Board the total levels of compensation for Farmer Mac's directors. The Compensation Committee does not delegate any of its authority to other persons. The Compensation Committee engaged Aon's Human Capital Solutions practice, a division of Aon plc ("Aon") and otherwise known as McLagan, as its independent compensation consultant during 2025. Aon is accountable to and reports directly to the Compensation Committee. The Compensation Committee asked Aon to provide market data on executive and director compensation and information about compensation trends. The Compensation Committee met with Aon during 2025 both in general committee session and in executive session with no members of management present. The chair of the Compensation Committee also met separately with Aon with the consent of the other Compensation Committee members. During 2025, some of the noteworthy developments related to executive compensation included: •extending the term of Bradford T. Nordholm's existing employment agreement by one year to serve as Farmer Mac's CEO (but no longer as President) through March 31, 2027, subject to earlier termination as provided in the agreement; •appointing Zachary N. Carpenter as President and Chief Operating Officer, designating Mr. Carpenter as Mr. Nordholm’s successor, and appointing Mr. Carpenter to serve as Farmer Mac’s CEO upon Mr. Nordholm’s last day of employment with Farmer Mac under the terms of an employment agreement with Mr. Carpenter; •hiring Matthew M. Pullins as Executive Vice President – Chief Financial Officer and Treasurer to replace Mr. Ramsey as interim principal financial officer; •entering into a transition agreement with former Executive Vice President – General Counsel and Secretary Stephen P. Mullery in connection with his retirement from Farmer Mac in April 2026; •hiring Geraldine I. Hayhurst as Executive Vice President – Chief Legal Officer and Secretary to replace Mr. Mullery; •promoting Brian M. Brinch from Senior Vice President – Enterprise Risk Officer to Executive Vice President – Chief Risk Officer; and •the Board's revision to Farmer Mac's By-Laws to define "executive officers" as officers having the rank of Executive Vice President or higher (formerly defined in the By-Laws as officers having the rank of Senior Vice President or higher), as part of a strategic reorganization of Farmer Mac’s senior management team in alignment with industry standards and the company's strategic goals.
PROPOSALS 2 AND 3
| OVERVIEW OF FARMER MAC'S EXECUTIVE COMPENSATION PRACTICES |
PROPOSALS 2 AND 3
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 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 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 other than Mr. Carpenter as the designated successor to the CEO. •We provide conservative severance provisions to our 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. •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.
PROPOSALS 2 AND 3
| COMPENSATION DISCUSSION AND ANALYSIS |
PROPOSALS 2 AND 3
This Compensation Discussion and Analysis ("CD&A") discusses our executive compensation program for 2025, mainly as it relates to eight individuals: our CEO; the three individuals who served as our principal financial officer during 2025; our three other most highly compensated executive officers who were serving at year-end 2025; and one former executive officer whose compensation would have placed him in the top three most highly compensated executive officers for 2025 if he had been serving as an executive officer at year‑end 2025 ("named executive officers" or "NEOs"):
PROPOSALS 2 AND 3
| Name | Title | | Bradford T. Nordholm | Chief Executive Officer for all of 2025 | | Matthew M. Pullins | Executive Vice President – Chief Financial Officer and Treasurer (hired December 11, 2025) | | Gregory N. Ramsey | Vice President – Chief Accounting Officer (Retired April 7, 2026), who also served as interim principal financial officer from August 1, 2025 when Ms. Ramesh resigned through December 10, 2025 when Mr. Pullins was hired | | Aparna Ramesh | Former Executive Vice President – Chief Financial Officer And Treasurer (Through July 31, 2025) | | Zachary N. Carpenter | President and Chief Operating Officer (starting September 25, 2025; Executive Vice President – Chief Business Officer before that promotion) | | Brian M. Brinch | Vice President – Chief Risk Officer (starting March 7, 2025; Senior Vice President – Enterprise Risk Officer before that promotion) | | Geraldine I. Hayhurst | Executive Vice President – Chief Legal Officer and Secretary (hired September 8, 2025) | | Stephen P. Mullery | Former Executive Vice President – General Counsel and Secretary (through September 7, 2025 and then continuing on as a legal advisor to Ms. Hayhurst until his retirement on April 3, 2026) |
PROPOSALS 2 AND 3
The number of NEOs for 2025 exceeded the typical number because: (1) three different individuals served as our principal financial officer during the year, all of whom must be identified as NEOs under SEC rules and (2) one former executive officer is required to be included due to the level of his 2025 compensation although he ceased serving as an executive officer before the end of the year. These circumstances are unusual and expected to be non‑recurring, so they do not indicate an ongoing increase in the size of our senior leadership team. The current list of our NEOs, our 2025 CD&A, and the related tabular disclosures reflect the leadership at Farmer Mac during 2025 as described above.
PEER GROUPS AND
PEER GROUPS AND
MARKET POSTURE
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 2025 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 2024, as part of its regular annual review of the peer group, to maintain the public banks and GSE segments of the peer group without significant changes to help inform executive compensation decisions for 2025. Specifically, the Compensation Committee: (1) made no changes to the GSE segment for 2025; (2) removed Northwest Bancshares, Inc. and Provident Financial Services, Inc. from the public banks segment for 2025; and (3) added Merchants Bancorp to the public banks segment for 2025. The Compensation Committee also continued to use CFC's executive compensation information in composite peer group data for 2025 executive compensation decisions. The Compensation Committee selected the organizations in the 2025 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 2025 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 2025 as part of its annual review and made the following adjustments to the peer group to help inform executive compensation decisions for 2026: •removed Heartland Financial USA, Inc. from the public banks segment of the peer group to reflect merger activity; and •split the currently combined GSE segment of the peer group into a separate FHLB group of 11 institutions and a separate FCS group of 10 institutions to provide additional insight into pay practice differences between the different relevant markets. 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 CEO 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 2025, 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 NEO other than Farmer Mac's CEO, the Compensation Committee considered recommendations of the CEO along with the above-described factors in establishing compensation for 2025.
Short-Term Incentive Compensation
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 2025, 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 NEO, as discussed on pages 43-44. 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 2025 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, 2025, but excluding REO property. Core earnings, as described in Farmer Mac's Annual Report on Form 10-K filed with the SEC on February 19, 2026, 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 19, 2026, 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 interest-earning assets and the related net funding costs, including any associated derivatives, whether or not they are designated in a hedge accounting relationship. Net effective spread differs from GAAP net interest income by including or excluding certain items that are not reflected in GAAP net interest income. In summary, the differences between the two measures are: •Farmer Mac excludes from net effective spread the interest income and interest expense associated with single-class consolidated trusts with beneficial interests owned by third parties and for which Farmer Mac guarantees all classes of securities issued. 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. This reclassification reflects Farmer Mac's view that the net interest income earned on sing-class consolidated trusts is effectively a guarantee fee. •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. •Farmer Mac also excludes the amortization of premiums and discounts on assets consolidated at fair value. •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 "(Losses)/gains on financial derivatives" on the consolidated statements of operations. •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.
Long-Term Incentive Compensation and
Long-Term Incentive Compensation and
Grant of Equity Awards
Grant of Equity Awards For long-term incentive compensation for executive officers, the Compensation Committee has historically granted 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 NEOs) 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 2025 are linked to Farmer Mac's performance so that the RSUs will vest on March 31, 2028 only if Farmer Mac achieves specified long-term performance goals for 3-year cumulative Earnings as of December 31, 2027, 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 NEOs in 2025.
2025 TARGET COMPENSATION LEVELS
| Name | Base Salary1 | Target Bonus1 | Target Total Cash Compensation2 | Target Long-Term Incentive Value3 | Target Total Direct Compensation4 | | Bradford T. Nordholm (CEO for entire year) | $800,000 | $800,000 (100% of base salary) | $1,600,000 | $1,575,000 | $3,175,000 | | Zachary N. Carpenter (promoted September 25, 2025) | $500,000 | $375,000 (75% of base salary) | $875,000 | $475,000 | $1,350,000 | | Matthew M. Pullins (hired December 11, 2025) | $32,083 | $275,000 (negotiated amount) | $307,083 | $250,000 | $557,083 | | Brian M. Brinch (promoted March 7, 2025) | $450,000 | $180,000 (40% of base salary) | $630,000 | $200,000 | $830,000 | | Geraldine I. Hayhurst (hired September 8, 2025) | $150,000 | $60,000 (40% of base salary) | $210,000 | $0 | $210,000 | | Gregory N. Ramsey (interim principal financial officer August 1 - December 10, 2025) | $387,163 | $135,507 (35% of base salary) | $522,670 | $80,000 | $602,670 | | Aparna Ramesh (resigned July 31, 2025) | $555,000 | $277,500 (50% of base salary) | $832,500 | $475,000 | $1,307,500 | | Stephen P. Mullery (assumed legal advisor transition role September 8, 2025) | $500,000 | $200,000 (40% of base salary) | $700,000 | $325,000 | $1,025,000 |
2025 TARGET COMPENSATION LEVELS
(1)Mr. Carpenter's annual base salary was increased from $475,000 to $575,000 effective September 25, 2025 in connection with his promotion to President and Chief Operating Officer, resulting in an effective annual base salary for the year of approximately $500,000. The 2025 target bonus shown for Mr. Carpenter was also adjusted to reflect his higher base salary for the last quarter of the year. The 2025 base salaries shown for Mr. Pullins and Ms. Hayhurst are the prorated portions of their starting base salaries adjusted to reflect their applicable employment start date. The 2025 target bonus shown for Mr. Pullins is the amount agreed upon in negotiating the terms of his employment. The 2025 target bonus shown for Ms. Hayhurst is a prorated amount for the full year based on her start date. (2)Target total cash compensation equals approved base salary plus target bonus. (3)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 March 2025 to Ms. Ramesh and Messrs. Nordholm, Carpenter, Brinch, and Mullery. Ms. Ramesh forfeited all of the equity awards granted to her in March 2025 upon her resignation in July 2025. For Mr. Pullins, the amount shown is the targeted value of time-based RSUs granted to him in December 2025 on his employment start date. For Mr. Ramsey, the amount shown is the targeted value of time-based RSUs granted to him in March 2025 in connection with his annual performance evaluation before his appointment as interim principal financial officer. For Mr. Mullery, the target long-term incentive value shown does not include the $200,000 targeted value of a special award of time-based RSUs in August 2025, which was provided as an incentive for Mr. Mullery to remain a full-time employee of Farmer Mac in the role of legal advisor until his agreed-upon retirement date in April 2026. The number of RSUs and SARs actually granted in 2025 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." (4)Target total direct compensation equals target total cash compensation plus the target long-term incentive value. In determining the target compensation levels for 2025, 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 2025, 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 NEO other than Mr. Ramsey during 2025. 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 NEO compensation for 2025 compared to 2024: •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 $125,000 compared to the 2024 grant of equity compensation. The cumulative effect of these actions was to increase Mr. Nordholm's total target direct compensation by 4.1% for 2025 compared to his targeted level for 2024. •Zachary N. Carpenter: Increased annual base salary first by $10,000 in March 2025 and then by an additional $100,000 in September 2025 in connection with his promotion to President and Chief Operating Officer. Maintained the fixed target percentage for target bonus at 75% of base salary at both salary levels. Increased the targeted value of 2025 long-term incentive awards (granted before promotion) by $25,000 compared to the 2024 grant of equity compensation. The cumulative effect of these actions was to increase Mr. Carpenter's total target direct compensation by 6.8% for 2025 compared to his targeted level for 2024. •Brian M. Brinch: Increased annual base salary by $50,000 and maintained the fixed target percentage for target bonus at 40% of base salary. Increased the targeted value of long-term incentive awards by $50,000 compared to the 2024 grant of equity compensation. The cumulative effect of these actions was to increase Mr. Brinch's total target direct compensation by 16.9% for 2025 compared to his targeted level for 2024 in connection with his promotion to Executive Vice President in March 2025. •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 $25,000 compared to the 2024 grant of equity compensation. The cumulative effect of these actions was to increase Ms. Ramesh's total target direct compensation by 3.8% for 2025 compared to her targeted level for 2024. Ms. Ramesh forfeited all of the equity awards granted to her in March 2025 upon her resignation in July 2025. •Stephen P. Mullery: Maintained annual base salary at $500,000 and maintained the fixed target percentage for target bonus at 40% of base salary. Increased the targeted value of long-term incentive awards by $25,000 compared to the 2024 grant of equity compensation (excluding the special one-time award of RSUs in August 2025, as described below). The cumulative effect of these actions was to increase Mr. Mullery's total target direct compensation by 2.5% for 2025 compared to his targeted level for 2024. Mr. Mullery assumed a transition role as legal advisor to Ms. Hayhurst on September 8, 2025. In connection with that arrangement, Mr. Mullery received a special transition-related award of time-based RSUs with a targeted value of $200,000. That award was provided as an incentive for Mr. Mullery to remain a full-time employee of Farmer Mac until April 2026 with the intent to support continuity and knowledge transfer within Farmer Mac's legal function. •Gregory N. Ramsey: Farmer Mac's CEO determined Mr. Ramsey's target total direct compensation for 2025 as follows: Increased annual base salary by $11,277 and maintained the fixed target percentage for target bonus at 35% of base salary. Increased the targeted value of long-term incentive awards by $5,000 compared to the 2024 grant of equity compensation. The cumulative effect of these actions was to increase Mr. Ramsey's total target direct compensation by 3.5% for 2025 compared to his targeted level for 2024. The Compensation Committee determined Ms. Hayhurst's and Mr. Pullins' 2025 initial compensation packages in August 2025 and December 2025, respectively, in connection with their appointments as new Executive Vice Presidents of Farmer Mac.
Base Salary
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 2025, the Compensation Committee determined the 2025 annual base salaries of Ms. Ramesh and Messrs. Nordholm, Carpenter, Brinch, and Mullery 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 and Mr. Mullery's annual base salary at $500,000 for 2025. The Compensation Committee approved increases to the annual base salaries of each of Ms. Ramesh and Messrs. Carpenter and Brinch as shown below, which were effective retroactively to January 1, 2025.
Annual Cash Incentive Compensation
Annual Cash Incentive Compensation We provide annual cash incentive compensation to motivate and reward performance by our 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 2025 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 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. The Compensation Committee adjusted the substandard assets ratio metric upward for 2025 (easier to achieve compared to the 2024 numeric goals) for both threshold and target to reflect the current credit cycle. These goals most closely represent the business strategies and objectives established by the Board and management in Farmer Mac's business plan for 2025 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 2025, each of the NEOs other than Mr. Pullins, Ms. Hayhurst, and Ms. Ramesh 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 2025 reflected Farmer Mac's attainment of the specified measures, which was the same for all NEOs who were paid a 2025 bonus. 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 NEOs as a group. Ms. Ramesh was not paid any cash incentive compensation for performance in 2025 because she resigned in July 2025. Mr. Pullins and Ms. Hayhurst received fixed amounts of cash incentive compensation for 2025 as determined by the Compensation Committee rather than a calculated amount based on corporate and individual performance. 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 2025, Farmer Mac met or exceeded: •the amounts set forth in the maximum column for "Earnings" and "Total Revenues"; •the amount set forth in the target column for "Business Volume"; and •the amount set forth in the threshold column for "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 NEO 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 2025 accomplishments and qualitatively judged, in its evaluation, the 2025 achievements by each of the NEOs (other than Mr. Pullins, Ms. Hayhurst, Mr. Ramsey, and Ms. Ramesh) and the NEOs 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; •successfully completing a sixth and seventh structured securitization transaction that decreased Farmer Mac's credit risk and improved its capital efficiency, while retaining rights to future recurring fee income; •effective transition in executive management during 2025; •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. When combined, the level of incentive achieved by each of the NEOs (other than Mr. Pullins, Ms. Hayhurst, Mr. Ramsey, and Ms. Ramesh) for 2025 ranged from 148.50% to 174.75% of the applicable target bonus. Mr. Ramsey's cash incentive compensation for performance in 2025 was determined by the CEO based on a formula that weighted the four corporate performance metrics at 50% and individual performance at 50%. After the application of that formula, Mr. Ramsey received an additional special cash bonus of $25,000 in recognition of his service as interim principal financial officer for the second half of 2025. Annual incentive compensation payments for 2025, which are disclosed in "Executive Compensation—Summary Compensation Table," were paid in March 2026.
Annual Cash Incentive Compensation
| Measure1 | Weight | Threshold (Pays 50%) | Target (Pays 100%)2 | Maximum (Pays 200%) | Result | Paid | | Earnings | 25% | $182.7 million | $191.8 million | $202.6 million | $210.0 million | 50.00% | | Total Revenues | 15% | $365.6 million | $383.7 million | $405.4 million | $410.3 million | 30.00% | | Business Volume | 10% | $29.0 billion | $30.4 billion | $32.1 billion | $30.7 billion | 11.47% | | Ratio of Substandard Assets to Regulatory Capital | 15% | less than 50% | less than 30% | less than 10% | 34.60% | 13.28% | | Leadership and Strategic Performance | 35% | evaluation by Compensation Committee of performance | evaluation by Compensation Committee of performance | evaluation by Compensation Committee of performance | leadership, strategic initiatives, risk management, and capital efficiency | varied by individual between 43.75% and 70% | | Total | 100% | | | | | varied by individual between 148.50% and 174.75%3 |
Annual Cash Incentive Compensation
(1)See pages 37-39 for more detailed descriptions of these measures. (2)2025 target levels were set above actual 2024 results for each measure. (3)Mr. Ramsey's annual compensation payment for 2025 was calculated by multiplying his target bonus amount for 2025 by 130.55% and then adding a special cash bonus of $25,000 in recognition of his service as interim principal financial officer for the second half of 2025. For short-term incentive compensation for performance in 2026, the Compensation Committee decided to maintain the essence of the design and metrics used to determine short-term incentive compensation for 2025 by maintaining three of the four metrics while calibrating the threshold, target, and maximum amounts with appropriate increases over 2025 results and consistent with Farmer Mac's 2026 business plan. The Compensation Committee decided to change the asset quality metric from the Ratio of Substandard Assets to Regulatory Capital used for 2025 to a new ratio for 2026: the Ratio of Nonaccrual Loans and Accruing Loans 90+ Days Past Due to Regulatory Capital. For 2026, each of Farmer Mac's executive officers will earn percentages of the components of his or her targeted cash bonus for 2026, determined formulaically according to the scorecard below:
Annual Cash Incentive Compensation
| Measure | Weight | Threshold (Pays 50%) | Target (Pays 100%) | Maximum (Pays 200%) | | Earnings | 25% | 2025 result | approximately 10% above 2025 result | approximately 18% above 2025 result | | Total Revenues | 15% | 2025 result | approximately 8% above 2025 result | approximately 16% above 2025 result | | Business Volume | 10% | average outstanding business volume for 2026 the same as the 2025 result | average outstanding business volume for 2026 approximately 8% higher than 2025 result | average outstanding business volume for 2026 approximately 16% higher than 2025 result | | Ratio of Nonaccrual Loans and Accruing Loans 90+ Days Past Due to Regulatory Capital | 15% | 18% or less (new metric for 2025) | 12% or less (new metric for 2025) | 6% or less (new metric for 2025) | | Leadership and Strategic Performance | 35% | evaluation by Compensation Committee of performance | evaluation by Compensation Committee of performance | evaluation by Compensation Committee of performance | | Total | 100% | | | |
Annual Cash Incentive Compensation
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
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 2025, 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 2025, the Compensation Committee granted time-based RSUs, performance-based RSUs, and SARs to Ms. Ramesh and each of Messrs. Nordholm, Carpenter, Brinch, and Mullery after the filing of Farmer Mac's Annual Report on Form 10-K for fiscal year 2024. In setting those 2025 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. In March 2025, the CEO granted Mr. Ramsey time- based RSUs in connection with Mr. Ramsey's annual performance evaluation (before he was appointed as interim principal financial officer in August 2025). That equity award had a targeted value of $80,000. Mr. Ramsey was not granted any other equity-based compensation during 2025.
Time-Based RSUs Granted in 2025
Time-Based RSUs Granted in 2025 The Compensation Committee granted each of Messrs. Nordholm, Brinch, Carpenter, and Mullery time-based RSUs in March 2025 that vest in three equal annual installments, the first of which vested on March 31, 2026. The second and third installments of those grants will vest on March 31, 2027 and March 31, 2028, 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 has already satisfied the retirement provisions of the award agreement for the 2025 grant of time-based RSUs, he will vest in the remaining RSUs as scheduled in 2027 and 2028 even if he is no longer employed by Farmer Mac on the vesting dates unless his employment is terminated for cause. The Compensation Committee also granted time-based RSUs to Ms. Ramesh in March 2025, but those RSUs were forfeited upon her resignation in July 2025. In March 2025, the CEO granted Mr. Ramsey 402 time-based RSUs that vest in three equal annual installments, the first of which vested on March 31, 2026. The second and third installments of that grant will vest as originally scheduled on March 31, 2027 and March 31, 2028 because Mr. Ramsey satisfied the retirement provisions of the award agreement before his retirement from Farmer Mac in April 2026. In August 2025, the Compensation Committee granted Mr. Mullery 1,137 time-based RSUs under a transition agreement designed to retain him as a full-time employee of Farmer Mac in the role of legal advisor until his agreed-upon retirement date in April 2026. Those RSUs will vest on May 2, 2026 because Mr. Mullery has satisfied the vesting conditions of that RSU award. In December 2025, the Compensation Committee granted Mr. Pullins 1,491 time-based RSUs upon the commencement of his employment as Farmer Mac's Executive Vice President – Chief Financial Officer and Treasurer. That award is scheduled vest in three equal annual installments on each of December 11, 2026, December 11, 2027, and December 11, 2028, subject to Mr. Pullins’ continued employment at Farmer Mac and the terms and conditions of the award. Ms. Hayhurst, who was appointed as Farmer Mac's Executive Vice President – Chief Legal Officer and Secretary in September 2025, was not granted any equity-based compensation during 2025.
Performance-Based RSUs Granted in 2025
Performance-Based RSUs Granted in 2025 The Compensation Committee granted performance- based RSUs to each of Messrs. Nordholm, Brinch, Carpenter, and Mullery in March 2025. Those awards will be eligible to vest on March 31, 2028 in an amount determined by the Compensation Committee for each individual between 0% and 200% of the target number of RSUs granted to that individual. Mr. Brinch and Mr. Carpenter are eligible to vest in those awards (subject to attainment of at least the specified threshold level of performance) only if they are still employed by Farmer Mac on the vesting date of March 31, 2028. Mr. Nordholm has already satisfied the retirement provisions of the award agreement for the 2025 grant of performance-based RSUs. Thus, Mr. Nordholm is eligible to vest in those RSUs as scheduled on March 31, 2028 (subject to attainment of at least the specified threshold level of performance), even if he is no longer employed by Farmer Mac on that date, unless his employment is terminated for cause. 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 the performance-based RSUs granted in 2025 will be based on Farmer Mac's 3-year cumulative Earnings as of December 31, 2027 as follows: •performance at a 3-year cumulative Earnings of $542.7 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 $610.5 million will earn 100% of the target number of RSUs granted; and •performance at or above 3-year cumulative Earnings of $683.7 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 2025 grants of performance-based RSUs are: •maintain compliance with all applicable regulatory capital requirements during the January 1, 2025 through December 31, 2027 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, including any subordinated or non-guaranteed tranches of securitized assets but 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 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. The Compensation Committee also granted performance- based RSUs to Ms. Ramesh in March 2025, but those RSUs were forfeited upon her resignation in July 2025. None of Mr. Pullins, Ms. Hayhurst, or Mr. Ramsey were granted performance-based RSUs in 2025.
2026 Equity Grants
2026 Equity Grants In March 2026, the Compensation Committee granted time-based RSUs, performance-based RSUs, and SARs to each of the current executive officers (Ms. Hayhurst and Messrs. Nordholm, Carpenter, Pullins, and Brinch) within two weeks after the filing of Farmer Mac's Annual Report on Form 10-K for fiscal year 2025. The Compensation Committee set 2026 equity awards in the same manner as it did in 2025 and in accordance with Farmer Mac's total compensation philosophy described above. These 2026 equity awards for Messrs. Nordholm, Carpenter, and Pullins are described in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 11, 2026.
Vesting of Special Incentive Equity Award to
Vesting of Special Incentive Equity Award to
CEO Granted in 2023
CEO Granted in 2023 On March 9, 2023, pursuant to the First Amendment to Amended Employment Agreement dated September 28, 2022 (previously filed as Exhibit 10.1 to Farmer Mac’s Current Report on Form 8-K filed October 4, 2022), the Compensation Committee granted Mr. Nordholm a one-time incentive equity award with a target amount of 15,000 performance-based RSUs. That award was designed to retain Mr. Nordholm as Farmer Mac’s President and Chief Executive Officer, as well as to promote the achievement of specified performance goals. The award agreement for that special grant set a vesting date of March 31, 2026, and the number of shares of Farmer Mac Class C Non-Voting Common Stock that would vest on that date within a range between 0% and 200% of the 15,000 RSU target amount depending on performance measured by two metrics during the performance period of January 1, 2023 through December 31, 2025: (1) Farmer Mac’s 3-year average core earnings return on common equity (as defined in the award agreement); and (2) Farmer Mac’s relative total stockholder return performance compared to the companies in the Standard & Poor’s 500 Diversified Financials Index. On March 5, 2026, the Committee determined that actual achievement for those two performance metrics equaled 164% and that Mr. Nordholm vested in 24,600 shares of Class C Non-Voting Common Stock on March 31, 2026.
Vesting of Other Performance-Based RSUs
Vesting of Other Performance-Based RSUs
Granted in 2023
Granted in 2023 On March 5, 2026, the Compensation Committee reviewed the “gatekeeper” and performance metrics applicable to the other performance-based RSUs awarded to Messrs. Nordholm, Carpenter, Brinch, and Mullery in March 2023. The vesting of those awards was contingent on the achievement of performance objectives related to 3‑year cumulative 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, as described in more detail in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 15, 2023. The Compensation Committee determined that the specified gatekeeper metrics were satisfied and that Farmer Mac's 3-year cumulative Earnings before Credit was $562.9 million as of December 31, 2025. That level of 3-year cumulative Earnings before Credit exceeded the maximum 200% of target award of $520.0 million. After applying that performance level to the target number of RSUs awarded in 2023, the chart below shows the actual number of shares of Farmer Mac Class C Non-Voting Common Stock from these awards that vested on March 31, 2026:
Granted in 2023
| Name | Target Number of Performance- Vested RSUs Granted in 2023 | Performance Level Achieved for 3-Year Performance Period | Actual Number of Shares Vested on March 31, 2026 | | Bradford T. Nordholm | 2,174 | 200% | 4,348 | | Zachary N. Carpenter | 725 | 200% | 1,450 | | Stephen P. Mullery | 544 | 200% | 1,088 | | Brian M. Brinch | 254 | 200% | 508 |
CHANGE-IN-CONTROL
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 NEOs in connection with any change- in-control, and no outstanding equity awards to the NEOs will vest upon a change-in-control.
COMPENSATION
COMPENSATION Mr. Nordholm has an employment agreement that provides for severance payments if the agreement is terminated by Farmer Mac other than for cause. Mr. Carpenter has a prospective employment agreement to succeed Mr. Nordholm as CEO, which similarly provides for severance payments if the agreement is terminated by Farmer Mac other than for cause. Ms. Hayhurst and Messrs. Brinch, Carpenter, and Pullins are currently the only participants 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."
COMPENSATION AWARDS
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 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 2025, Farmer Mac incurred an aggregate amount of $97,000 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 2024 and September 2025, the Compensation Committee consisted of six members: Mr. Culver, Mr. Davidson (chair from May 2025 to the present), Mr. Engebretsen, Dr. Faivre, Mr. Riel, and Mr. Ware (chair from May 2024 to May 2025). Beginning September 30, 2025, the Committee was reduced to five members after Mr. Culver left the Board. None of these current or former members of the Compensation Committee 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, 2025.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table provides information about the compensation awarded to, earned by, or paid to Farmer Mac's NEOs for the fiscal year ended December 31, 2025, 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 Chief Executive Officer | 2025 | $800,000 | $1,193,677 | $393,412 | $1,397,967 | $240,552 | $4,025,608 | | | 2024 | 800,000 | 1,166,025 | 408,418 | 719,203 | 222,825 | 3,316,471 | | | 2023 | 800,000 | 2,909,639 | 271,542 | 1,498,155 | 205,136 | 5,684,472 | | Matthew M. Pullins Executive Vice President – Chief Financial Officer and Treasurer | 2025 | 14,808 | 275,149 | — | 275,000 | 1,955 | 566,912 | | Zachary N. Carpenter President and Chief Operating Officer | 2025 | 498,577 | 359,982 | 118,691 | 622,485 | 120,821 | 1,720,556 | | | 2024 | 465,000 | 361,938 | 126,757 | 313,528 | 109,079 | 1,376,302 | | | 2023 | 450,000 | 293,925 | 90,595 | 614,315 | 105,931 | 1,554,766 | | Geraldine I. Hayhurst Executive Vice President – Chief Legal Officer and Secretary | 2025 | 129,808 | — | — | 250,000 | 17,135 | 396,943 | | Brian M. Brinch Executive Vice President – Chief Risk Officer | 2025 | 450,000 | 151,912 | 49,966 | 279,893 | 88,299 | 1,020,070 | | Stephen P. Mullery Senior Vice President – Legal Advisor | 2025 | 500,000 | 468,451 | 81,352 | 296,992 | 113,704 | 1,460,499 | | | 2024 | 500,000 | 241,226 | 84,627 | 179,801 | 108,259 | 1,113,913 | | | 2023 | 485,000 | 220,782 | 67,946 | 349,723 | 105,693 | 1,229,144 | | Gregory N. Ramsey Vice President and Chief Accounting Officer (interim principal financial officer from August – December 2025) | 2025 | 387,163 | 81,208 | — | 201,905 | 75,520 | 745,796 | | Aparna Ramesh former Executive Vice President – Chief Financial Officer and Treasurer (through July 31, 2025) | 2025 | 336,519 | 359,982 | 118,691 | — | 91,488 | 906,680 | | | 2024 | 540,000 | 361,938 | 126,757 | 242,731 | 122,352 | 1,393,778 | | | 2023 | 525,000 | 293,925 | 90,595 | 473,207 | 118,868 | 1,501,595 |
SUMMARY COMPENSATION TABLE
(1)Represents the aggregate grant date fair value of the performance-based and time-based RSUs awarded in 2025, 2024, and 2023 (including the value of Mr. Nordholm's special one-time incentive equity award of 15,000 performance-based RSUs granted in March 2023 to incentivize Mr. Nordholm to remain employed as Farmer Mac’s President and Chief Executive Officer through March 31, 2026). 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 2025 was $202.01 per RSU. 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 applicable fair value used for these stocks 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 2025, 2024, and 2023 calculated in accordance with FASB ASC Topic 718. Assumptions made in the calculation of these amounts in 2025 were: (i) risk-free interest rate of 4.1%; (ii) expected years until exercise of 6 years; (iii) expected stock volatility of 35.2%; and (iv) a dividend yield of 3.0%. SARs awarded to executive officers in March 2025 were granted at the fair value of $60.127222 per SAR. Assumptions made in the calculation of these amounts in 2024 were: (i) risk-free interest rate of 4.1%, (ii) expected years until exercise of 6 years, (iii) expected stock volatility of 36.0%; and (iv) a dividend yield of 2.8%. SARs awarded to executive officers in March 2024 were granted at the fair value of $61.324072 per SAR. Assumptions made in the calculation of these amounts in 2023 were: (i) risk-free interest rate of 4.1%; (ii) expected years until exercise of 6 years; (iii) expected stock volatility of 36.6%; and (iv) a dividend yield of 3.3%. SARs awarded to executive officers in March 2023 were granted at the fair value of $40.371934 per SAR. (3)For each of the NEOs, the amounts in this column are (i) the amounts paid in 2026 for amounts earned in 2025; (ii) the amounts paid in 2025 for amounts earned in 2024; and (iii) the amounts paid in 2024 for amounts earned in 2023. (4)For each of the NEOs, annual cash incentive awards earned for the business plan year ending on December 31, 2025 were calculated as described in "Compensation Discussion and Analysis—Total Compensation Elements—Annual Cash Incentive Compensation" on pages 43-44, and were paid in March 2026. (5)All other compensation includes amounts as described below. The amounts listed for each of the NEOs do not include: (i) the costs for health insurance paid on behalf of the NEOs 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); and (ii) premium payments made on behalf of the NEOs for the group term life insurance policy plan because they participate in this plan on the same terms as all other Farmer Mac employees.
SUMMARY COMPENSATION TABLE
| Name | Fiscal Year | Dividend Equivalents | Employer Nonqualified Deferred Compensation Contributions | Company Paid Life Insurance Premiums | Employer 401(k) Contributions | | Bradford T. Nordholm | 2025 | $108,840 | $75,600 | $— | $56,112 | | | 2024 | 90,685 | 76,545 | — | 55,595 | | | 2023 | 72,517 | 79,380 | — | 53,239 | | Matthew M. Pullins | 2025 | — | — | — | 1,955 | | Zachary N. Carpenter | 2025 | 36,628 | 28,081 | — | 56,112 | | | 2024 | 30,804 | 22,680 | — | 55,595 | | | 2023 | 30,012 | 22,680 | — | 53,239 | | Geraldine I. Hayhurst | 2025 | — | | — | 17,135 | | Brian M. Brinch | 2025 | 13,287 | 18,900 | — | 56,112 | | Stephen P. Mullery | 2025 | 28,904 | 28,350 | 338 | 56,112 | | | 2024 | 23,031 | 29,295 | 338 | 55,595 | | | 2023 | 22,821 | 29,295 | 338 | 53,239 | | Gregory N. Ramsey | 2025 | 12,384 | 7,024 | — | 56,112 | | Aparna Ramesh | 2025 | 37,485 | — | — | 54,033 | | | 2024 | 29,902 | 36,855 | — | 55,595 | | | 2023 | 28,774 | 36,855 | — | 53,239 |
GRANTS OF PLAN-BASED AWARDS TABLE
GRANTS OF PLAN-BASED AWARDS TABLE The table below provides, for each of the NEOs during 2025, more information about 2025 grants of RSUs and SARs under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan and the potential range of awards that were approved for 2025 under the annual incentive compensation plan. These awards are also described in the Summary Compensation Table above.
GRANTS OF PLAN-BASED AWARDS TABLE
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Option Awards: Number of Securities Underlying Options3 (#) | Exercise or Base Price of Option Awards4 ($/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 | | | | | | | | | 3/6/2025 | | | | — | 3,939 | 3,939 | | | $795,717 | | | 3/6/2025 | | | | 985 | 1,970 | 3,940 | | | $397,960 | | | 3/6/2025 | | | | | | | 6,543 | $202.01 | $393,412 | | | | $400,000 | $800,000 | $1,600,000 | 985 | 5,909 | 7,879 | 6,543 | | $1,587,089 | | Matthew M. Pullins | | $— | $275,000 | $— | | | | | | | | | 12/11/2025 | | | | — | 1,491 | 1,491 | | | $275,149 | | | | $— | $275,000 | $— | — | 1,491 | 1,491 | — | | $275,149 | | Zachary N. Carpenter | | $187,500 | $375,000 | $750,000 | | | | | | | | | 3/6/2025 | | | | — | 1,188 | 1,188 | | | $239,988 | | | 3/6/2025 | | | | 297 | 594 | 1,188 | | | $119,994 | | | 3/6/2025 | | | | | | | 1,974 | $202.01 | $118,691 | | | | $187,500 | $375,000 | $750,000 | 297 | 1,782 | 2,376 | 1,974 | | $478,673 | | Geraldine I. Hayhurst | | $— | $250,000 | $— | | | | | | | | | | | | | — | — | — | | | $— | | | | $— | $250,000 | $— | — | — | — | — | | $— | | Brian M. Brinch | | $72,000 | $180,000 | $360,000 | | | | | | | | | 3/6/2025 | | | | | 501 | 501 | | | $101,207 | | | 3/6/2025 | | | | 126 | 251 | 502 | | | $50,705 | | | 3/6/2025 | | | | | | | 831 | $202.01 | $49,966 | | | | $72,000 | $180,000 | $360,000 | 126 | 752 | 1,003 | 831 | | $201,878 | | Stephen P. Mullery | | $100,000 | $200,000 | $400,000 | | | | | | | | | 3/6/2025 | | | | — | 813 | 813 | | | $164,234 | | | 8/21/2025 | | | | — | 1,137 | 1,137 | | | $221,999 | | | 3/6/2025 | | | | 204 | 407 | 814 | | | $82,218 | | | 3/6/2025 | | | | | | | 1,353 | $202.01 | $81,352 | | | | $100,000 | $200,000 | $400,000 | 204 | 2,357 | 1,627 | 1,353 | | $549,803 | | Gregory N. Ramsey | | $67,754 | $135,507 | $271,014 | | | | | | | | | 3/6/2025 | | | | — | 402 | 402 | | | $81,208 | | | | $67,754 | $135,507 | $271,014 | — | 402 | 402 | — | | $81,208 | | Aparna Ramesh | | $— | $— | $— | | | | | | | | | 3/6/2025 | | | | — | 1,188 | 1,188 | | | $239,988 | | | 3/6/2025 | | | | 297 | 594 | 1,188 | | | $119,994 | | | 3/6/2025 | | | | | | | 1,974 | $202.01 | $118,691 | | | | $— | $— | $— | 297 | 1,782 | 2,376 | 1,974 | | $478,673 |
GRANTS OF PLAN-BASED AWARDS TABLE
(1)These columns show the range of potential payouts under the annual incentive compensation plan for all NEOs during 2025. The performance period covers January 1, 2025 through December 31, 2025. 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 2025 under non-equity incentive plan awards for Ms. Hayhurst and Messrs. Nordholm, Pullins, Ramsey, Mullery, Carpenter, and Brinch. Ms. Ramesh did not receive any payout for 2025 under the annual incentive compensation plan because she resigned as Farmer Mac's Executive Vice President – Chief Financial Officer and Treasurer in July 2025. (2)Represents the potential payout range of shares related to RSUs granted in 2025. The grants of time-based RSUs to Messrs. Nordholm, Ramsey, Mullery, Carpenter, and Brinch in March 2025 vest in three equal annual installments, the first of which vested on March 31, 2026. The second and third installments of those grants will vest on March 31, 2027 and March 31, 2028, 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 time-based RSUs to Mr. Mullery in August 2025 in connection with his transition agreement will vest on May 2, 2026. The grant of time-based RSUs to Mr. Pullins in December 2025 vest in three equal annual installments on December 11, 2026, December 11, 2027, and December 11, 2028, respectively, he is still employed by Farmer Mac on those dates. The grant of performance-based RSUs vesting on March 31, 2028 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 2025." Performance-based RSUs that vest are settled in shares of Farmer Mac's Class C Non-Voting Common Stock. Ms. Ramesh's unvested RSUs were forfeited as a result of her resignation in July 2025. (3)Represents the number of SARs granted during 2025. The SARs granted to Messrs. Nordholm, Mullery, Carpenter, and Brinch in March 2025 vest in three equal annual installments, the first of which vested on March 31, 2026. The second and third installments of those grants will vest on March 31, 2027 and March 31, 2028, respectively, if those individuals are still employed by Farmer Mac on those dates or satisfy the retirement provisions of the related award agreements. Ms. Ramesh's unvested SARs were forfeited as a result of her resignation in July 2025. (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 NEOs in 2025. 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 2025, the fair value on the grant date has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) risk-free interest rate of 4.1%; (ii) expected years until exercise of 6 years; (iii) expected stock volatility of 35.2%; and (iv) dividend yield of 3.0%, resulting in a value of approximately $60.127222 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, 2025. The table below provides information about unexercised SARs previously granted to Ms. Ramesh and Messrs. Nordholm, Carpenter, Brinch, and Mullery as of December 31, 2025. As of that date, Mr. Ramsey had no remaining unexercised SARs, and Mr. Pullins and Ms. Hayhurst had not yet been granted any SARs.
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 | 12,477 | — | $88.68 | March 2, 2031 | | | 7,503 | — | 120.38 | March 9, 2032 | | | 4,484 | 2,242 | 135.20 | March 31, 2033 | | | 2,220 | 4,440 | 198.54 | March 5, 2034 | | | — | 6,543 | 202.01 | March 6, 2035 | | Zachary N. Carpenter | 1,496 | 748 | $135.20 | March 31, 2033 | | | 689 | 1,378 | 198.54 | March 5, 2034 | | | — | 1,974 | 202.01 | March 6, 2035 | | Brian M. Brinch | 939 | — | $120.38 | March 9, 2032 | | | 524 | 262 | 135.20 | March 31, 2033 | | | 230 | 460 | 198.54 | March 5, 2034 | | | — | 831 | 202.01 | March 6, 2035 | | 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 | | | 2,064 | — | 120.38 | March 9, 2032 | | | 1,122 | 561 | 135.20 | March 31, 2033 | | | 460 | 920 | 198.54 | March 5, 2034 | | | — | 1,353 | 202.01 | March 6, 2035 | | Aparna Ramesh | 689 | — | $198.54 | July 31, 2026 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
(1)Unexercisable SARs with an exercise price of $202.01 per share vest in three equal annual installments, the first of which vested on March 31, 2026. The second and third installments will vest on March 31, 2027 and March 31, 2028, 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 $198.54. per share vest in three equal annual installments, the first and second of which vested on March 31, 2025 and March 31, 2026, respectively. The third installment will vest on March 31, 2027, if the applicable individuals are still employed by Farmer Mac on that date or satisfy the retirement provisions of the related award agreements. Unexercisable SARs with an exercise price of $135.20 per share vested in full on March 31, 2026 (with the previous two installments having already vested on March 31, 2024 and March 31, 2025). The following table provides information about unvested RSUs previously granted to Messrs. Nordholm, Carpenter, Pullins, Brinch, Ramsey, and Mullery as of December 31, 2025. As of that date, Ms. Ramesh had forfeited all unvested RSUs previously awarded to her, and Ms. Hayhurst had not yet been granted any RSUs.
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 | 21,241 | $3,729,282 | March 31, 2026 | | | 4,576 | 803,408 | March 31, 2027 | | | 3,283 | 576,396 | March 31, 2028 | | Matthew M. Pullins | 497 | $87,258 | December 11, 2026 | | | 497 | 87,258 | December 11, 2027 | | | 497 | 87,258 | December 11, 2028 | | Zachary N. Carpenter | 2,009 | $352,720 | March 31, 2026 | | | 1,409 | 247,378 | March 31, 2027 | | | 990 | 173,814 | March 31, 2028 | | Brian M. Brinch | 726 | $127,464 | March 31, 2026 | | | 505 | 88,663 | March 31, 2027 | | | 418 | 73,388 | March 31, 2028 | | Gregory N. Ramsey | 451 | $79,182 | March 31, 2026 | | | 269 | 47,228 | March 31, 2027 | | | 134 | 23,526 | March 31, 2028 | | Stephen P. Mullery | 1,448 | $254,225 | March 31, 2026 | | | 1,137 | 199,623 | May 2, 2026 | | | 946 | 166,089 | March 31, 2027 | | | 678 | 119,036 | March 31, 2028 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
(1)Calculated based on a price of $175.57 per share (the closing price for the Class C Non-Voting Common Stock on the last trading day of 2025 as reported by the NYSE). (2)For the RSUs that vested in March 2026: (i) vesting of one-third of each of the grants of time-based RSUs made in March 2023, 2024, and 2025; (ii) for Messrs. Nordholm, Carpenter, Brinch, and Mullery, the target amount of performance-based RSUs eligible to vest as determined by the Compensation Committee for each individual contingent on the achievement of performance objectives related to Earnings before Credit, subject to specified “gatekeeper” metrics for the performance period of January 1, 2023 through December 31, 2025; and (iii) only for Mr. Nordholm, the target amount of the special incentive equity award of 15,000 performance-based RSUs granted in March 2023. The terms of all the performance-based RSUs granted in March 2023 (including Mr. Nordholm's special award) are described in more detail in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 15, 2023. Target amounts are shown for the performance-based RSUs that vested on March 31, 2026 because the performance level achieved for those awards had not been reviewed and certified by the Compensation Committee as of December 31, 2025. In March 2026, the Compensation Committee determined that the performance level achieved for Mr. Nordholm's special incentive equity award was 164% and that the performance level achieved for the other performance-based RSUs granted in March 2023 was 200%, as described in more detail in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 11, 2026. Mr. Mullery will vest in 1,137 shares on May 2, 2026 because he has satisfied the vesting conditions of that equity award granted in connection with his August 2025 transition agreement. 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 March 2024 and 2025; and (ii) for Messrs. Nordholm, Carpenter, Brinch, and Mullery, 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 specified “gatekeeper” metrics 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 Farmer Mac's Current Report on Form 8-K filed with the SEC on March 11, 2024. For the RSUs scheduled to vest in March 2028: (i) vesting of one-third of each of the grants of time-based RSUs made in March 2025; and (ii) for Messrs. Nordholm, Carpenter, Brinch, and Mullery, 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 specified “gatekeeper” metrics for the performance period of January 1, 2025 through December 31, 2027. The terms of the performance-based RSUs granted in March 2025 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 2025." The RSUs scheduled to vest on December 11, 2026, 2027, and 2028, will vest on those dates if Mr. Pullins is still employed by Farmer Mac on those dates.
STOCK VESTED
STOCK VESTED The following table provides information about SARs exercised during 2025 by Mr. Nordholm, Ms. Ramesh, and Mr. Carpenter, who were the only NEOs 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.
STOCK VESTED
| Name | Number of SARs Exercised (#) | Number of Shares Acquired Upon Exercise (#)1 | Value Realized Upon Exercise ($)1 | | Bradford T. Nordholm | 23,205 | 7,364 | 1,501,741 | | Aparna Ramesh | 2,372 | 411 | 80,322 | | Zachary N. Carpenter | 851 | 182 | 37,494 |
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 2025 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 2025 and were issued to the NEOs. Mr. Pullins and Ms. Hayhurst did not vest in any RSUs during 2025.
STOCK VESTED
| Name1 | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)2 | | Bradford T. Nordholm | 4,224 | 796,562 | | Zachary N. Carpenter | 1,410 | 265,898 | | Brian M. Brinch | 505 | 95,233 | | Gregory N. Ramsey | 927 | 174,814 | | Aparna Ramesh | 1,439 | 271,367 | | Stephen P. Mullery | 1,137 | 214,415 |
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 NEO 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 $188.58, 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.
POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE-IN-CONTROL Other than Ms. Ramesh and Mr. Ramsey, each of the NEOs 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, 2025. None of these individuals would have been eligible to receive any payments upon resignation or retirement as of December 31, 2025. The following table shows the total that would be payable to each of Ms. Hayhurst and Messrs. Nordholm, Carpenter, Pullins, Brinch, and Mullery upon a termination without cause occurring as of December 31, 2025:
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 | | Zachary N. Carpenter | $575,000 | $431,250 | $1,006,250 | | Matthew M. Pullins | $550,000 | $275,000 | $825,000 | | Brian M. Brinch | $450,000 | $180,000 | $630,000 | | Geraldine I. Hayhurst | $450,000 | $60,000 | $510,000 | | Stephen P. Mullery | $500,000 | $200,000 | $700,000 |
POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE-IN-CONTROL
(1)As of December 31, 2025, each of Ms. Hayhurst and Messrs. Nordholm, Carpenter, Pullins, Brinch, 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 NEOs other than Ms. Ramesh and Mr. Ramsey upon a termination without cause due to disability occurring as of December 31, 2025:
POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE-IN-CONTROL
| Name1 | Base Salary | Non-Equity Incentive Compensation | Total | | Bradford T. Nordholm | $800,000 | $0 | $800,000 | | Zachary N. Carpenter | $575,000 | $0 | $575,000 | | Matthew M. Pullins | $550,000 | $0 | $550,000 | | Brian M. Brinch | $450,000 | $0 | $450,000 | | Geraldine I. Hayhurst | $450,000 | $0 | $450,000 | | 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. Hayhurst and Messrs. Carpenter, Pullins, Brinch, 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 NEOs are eligible to receive additional payments upon a change-in-control of Farmer Mac.
CEO PAY RATIO
CEO PAY RATIO
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 2025 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 | | | | 2025 | $4,025,608 | $3,377,507 | $973,922 | $669,428 | $277 | $197 | $207,415,000 | $209,975,000 | | 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 |
PAY VERSUS PERFORMANCE
(1)Mr. Nordholm served as the PEO in all five years presented. The Non-PEO NEOs included for 2025 consisted of former executive officers Aparna Ramesh and Stephen Mullery, current executive officers Mr. Brinch, Mr. Carpenter, Ms. Hayhurst, and Mr. Pullins, and former interim principal financial officer Gregory N. Ramsey. The Non-PEO NEOs included for 2021 through 2024 consisted of Ms. Ramesh, Mr. Carpenter, Chief Credit Officer Marc J. Crady, and Mr. Mullery. (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 | | 2025 | $4,025,608 | $1,899,173 | $1,251,072 | $3,377,507 |
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 | | 2025 | $973,922 | $494,041 | $189,547 | $669,428 |
PAY VERSUS PERFORMANCE
(i)Represents the grant date fair value of equity-based awards granted. No change in pension value is reported for 2025. 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 | 2025 | | | | PEO | Average of Other NEOs | | SCT Amounts | $4,025,608 | $973,922 | | 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 | $(1,587,089) | $(295,055) | | 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 | $1,251,072 | $189,547 | | 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 | $(77,612) | $(45,132) | | 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 | $(234,472) | $(37,069) | | (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 | $— | $(116,785) | | 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) | $3,377,507 | $669,428 |
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, 2025.