FEDERAL AGRICULTURAL MORTGAGE CORP
For the period ended Apr 16, 2025. Filed Apr 16, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 16, 2025 · Filed Apr 16, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| x | Filed by the Registrant | ¨ | Filed by a Party other than the Registrant |
|---|---|---|---|
| Check the appropriate box: | |||
| ¨ | Preliminary Proxy Statement | ||
| ¨ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) | ||
| x | Definitive Proxy Statement | ||
| ¨ | Definitive Additional Materials | ||
| ¨ | Soliciting Material Under Rule 14a-12 | ||
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| x | No fee required. |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
PROXY STATEMENT
Accelerating Rural Opportunities
2100 Pennsylvania Avenue, NW
Suite 450N
Washington, DC 20037
TO HOLDERS OF FARMER MAC
VOTING COMMON STOCK
Dear Farmer Mac Stockholder:
The Board of Directors of the Federal Agricultural Mortgage Corporation ("Farmer Mac") is pleased to invite you to attend Farmer Mac's 2025 Annual Meeting of Stockholders to be held on Thursday, May 15, 2025, at 8:00 a.m. eastern daylight time at the third floor conference center in Farmer Mac's headquarters located at 2100 Pennsylvania Avenue, NW, Washington, DC 20037. We request any stockholder who wants to attend the meeting in person to register by May 13, 2025 by sending an email to ir@farmermac.com with "Farmer Mac Meeting Registration" in the subject line. Individuals who attend the meeting in person should arrive early to allow time to get through security. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be transacted at the meeting.
We hope you will be able to attend the meeting and suggest you read the Notice of Annual Meeting and Proxy Statement for information about Farmer Mac and the Annual Meeting of Stockholders. We have also enclosed Farmer Mac's 2024 Annual Report. Although the Annual Report is not proxy soliciting material, we suggest you read it for more information about Farmer Mac. Please complete, sign, date, and return a proxy card at your earliest convenience to help us establish a quorum and avoid the cost of further solicitation. The giving of your proxy will not affect your right to vote your shares personally if you attend the meeting. If you plan to attend the meeting, please so indicate on the enclosed proxy card.
Sincerely,
Lowell L. Junkins
Board Chair
2025 PROXY STATEMENT
PROXY STATEMENT SUMMARY
Our Mission for Agriculture, Infrastructure, and Rural America
Farmer Mac proudly serves as a company driven by its mission to increase the accessibility of financing to provide vital liquidity for American agriculture and rural infrastructure. Created by Congress, Farmer Mac offers a secondary market that provides liquidity to our nation’s agricultural and infrastructure businesses, supporting a vibrant and strong rural America. We offer a wide range of solutions to help meet financial institutions’ growth, liquidity, risk management, and capital relief needs across markets, including agriculture, agribusiness, broadband infrastructure, power and utilities, and renewable energy. Farmer Mac also serves as a critical investment tool for states, counties, municipalities, pension funds, banks, public trust funds, and credit unions by offering investment opportunities that provide diversification in their investment portfolios, issuance structure flexibility, and a competitive return on their investment dollars.
Farmer Mac's record 2024 performance reflects our unique position to facilitate competitive access to financing that fuels growth, innovation, and prosperity in America's rural and agricultural communities. Our broad range of products and solutions addresses the sweeping scope and ever-changing needs of America's agricultural and infrastructure finance businesses.
| Financial Results1 | Capital | Quarterly Dividends |
| 17% Return on Equity in 2024 | $97.85 Book Value per Share (12/31/2024) | 7% Year-over-Year Dividend Increase | |||
|---|---|---|---|---|---|
| Meeting Agenda Voting Matters | Meeting and Voting Information | ||||
| Proposal 1 | ELECTION OF DIRECTORS | ☑ For | Page 11 | Date and Time 8:00 AM EDT May 15, 2025 | Webcast & Teleconference Information Dial-In: 1-800-836-8184Webcast: https://www.farmermac.com/investors/events-presentations/Record Date March 24, 2025 |
| Proposal 2 | SELECTION OF INDEPENDENT AUDITOR | ☑ For | Page 64 | ||
| Proposal 3 | ADVISORY VOTE TO APPROVE THE COMPENSATION OF FARMER MAC’S NAMED EXECUTIVE OFFICERS | ☑ For | Page 65 | Location Third Floor Conference Room Farmer Mac Headquarters 2100 Pennsylvania Avenue, NW Washington, DC 20037 | |
| 1 Core earnings and net effective spread are non-GAAP measures. For a reconciliation of core earnings to GAAP net income and a reconciliation of net effective spread to GAAP net interest income, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Farmer Mac’s Annual Report on Form 10-K filed with the SEC on February 21, 2025. | Even if you plan to attend our 2025 Annual Meeting of Stockholders in person, please read this Proxy Statement with care and vote right away by returning your proxy card by mail.This summary highlights information contained elsewhere in this Proxy Statement. The summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. | ||||
I
2025 PROXY STATEMENT
| Board Structure | ||
|---|---|---|
| 15 Members | 5 elected by Class A Stockholders (banks and other financial institutions) | |
| 5 elected by Class B Stockholders (Farm Credit System institutions) | ||
| 5 appointed by U.S. President (includes Board Chair) | ||
| Board Committee Structure & Composition | ||||||||
|---|---|---|---|---|---|---|---|---|
| Committee | Audit | Business Development & Business Strategy | Corporate Governance | Credit | Enterprise Risk | Finance | Human Capital & Compensation | Public Policy & Corporate Social Responsibility |
| Number of meetings Held in 2024 | 11 | 4 | 11 | 5 | 5 | 5 | 5 | 4 |
| % Attendance | 97% | 100% | 99% | 100% | 97% | 100% | 93% | 96% |
| Board Members | Engebretsen | Faivre* | Davidson | Davidson | Culver | Engebretsen* | Culver | Culver* |
| McKissack | Gales | Junkins* | Gales* | Junkins | Gales | Davidson** | Faivre | |
| Plagge | Johnson | McKissack | Plagge** | Plagge | Johnson | Engebretsen | Junkins | |
| Sexton** | Riel** | Sexton | Shaw | Shaw | McKissack** | Faivre | Riel | |
| Stones* | Shaw | Ware | Stones | Ware | Sexton | Riel | Stones** | |
| Wilcher** · Wilcher* · Ware* · Wilcher | ||||||||
| * Chair or Acting Chair | ** Vice Chair | |||||||
| Director Independence | Board Qualifications & Skills |
|---|
Farmer Mac seeks Board members who have the qualities, background, skills, and experience that reflect expertise related to the company's business, strategy, and material risks from a variety of perspectives. The variety of backgrounds, skills, experiences, and perspectives of the members enables the Board to provide effective oversight of the strategic direction, operations, and risk management of Farmer Mac and to establish effective governance practices.
II
2025 PROXY STATEMENT
Best Practices
| Our Board and management compensation is structured to align with stockholder interests | Farmer Mac is committed to creating a safe and supportive working environment | |||
| Executive officers and Board members receive Class C Non-Voting Common Stock as compensation | Equal employment opportunity and anti-harassment policy | |||
| Designed to foster a long-term, performance-oriented culture | Annual Code of Conduct training | Comprehensive Employee Manual | ||
| Executive officer incentive compensation tied to key performance metrics: | Whistleblower hotline | Cybersecurity policy | ||
| Core Earnings Before Credit | Business Volume | Generous benefit and employee welfare programs | ||
| Total Revenues | Net Charge-Offs | |||
| Our governance practices promote Board effectiveness and stockholder interests | ||||
| Ratio of Substandard Assets to Regulatory Capital | 90-Day Delinquencies | |||
| Compliance with Applicable Capital Requirements | ||||
| See "Compensation Governance Highlights" on page IV for more information | Annual election of 10 directors | |||
| Separate CEO and Board Chair roles to provide additional independent oversight | ||||
| Our Board reviews its composition for the right mix of experience and skills | Annual review of composition of all committees for relevant representation of backgrounds and skills | |||
| Directors complete annual self-evaluations of Board, and members of the Audit, Human Capital & Compensation, Corporate Governance, and Enterprise Risk Committees complete annual self-evaluations of those committees | ||||
| Focus on individuals with a variety of backgrounds and experiences who have a broad perspective | ||||
| 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 | Limited number of outside directorships for all Board members | |||
| Insider trading policy prohibits any director or employee from engaging in pledging and specified hedging activities in Farmer Mac’s securities | ||||
III
2025 PROXY STATEMENT
Compensation Governance Highlights
Farmer Mac’s stock ownership policy aligns the interests of officers and directors with those of Farmer Mac’s stockholders and promotes sound corporate governance and a long-term perspective in managing Farmer Mac.
Stock Ownership Policy for Company Officers and Directors
| Title | Minimum Ownership Requirement |
|---|---|
| Chief Executive Officer | 3 times annual salary |
| Executive Vice President | 2 times annual salary |
| Senior Vice President | annual salary base |
| Vice President | half of annual salary base |
| Non-Employee Director | 2 times annual cash retainer |
Clawback Policy for Executive Officers
Our clawback policy 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.
99% of the votes cast by Farmer Mac’s stockholders in 2024 supported the compensation of the named Executive Officers.
Compensation Philosophy adopted to maintain a compensation program that fosters a performance-oriented, results-based culture where compensation varies based on the business results achieved and is properly aligned with an acceptable risk profile, effective risk management, and stockholder returns.
Attract, retain, and reward employees with the skills required to accomplish Farmer Mac’s business objectives
Align with Farmer Mac’s business processes, such as business planning, performance management, succession planning, and risk management
Pay for performance by linking significant compensation to increased stockholder value and the attainment of established corporate performance goals
Provide accountability and incentives for achievement of those objectives
Properly balance Farmer Mac’s risk profile with both annual and long-term incentives
Reward employees for accomplishments in leadership and strategic performance in areas that can be significant drivers of long-term stockholder value
| Long-Term Incentive Compensation | ||||
|---|---|---|---|---|
| Below we describe the forms of long-term incentive compensation we use for our named executive officers, their weighting, performance periods, how the payouts are determined, and why we use them. | ||||
| Long-Term Incentive Form | Mix | Vesting / Performance Period | How Payouts Are Determined | Why We Use Them |
| Time-Based Restricted Stock Units (RSUs) | 50% | 1/3 of grant vests per year | Share Price | Ties RSU value directly to the share price |
| Performance–Based RSUs | 25% | 0% to 200% vested three years after grant | 3-year Cumulative Earnings subject to capital and asset quality | Aligns with our long-term objective of growing quality earnings while maintaining safety and soundness |
| Stock Appreciation Rights (SARs) | 25% | 1/3 of grant vests per year; expire ten years from grant date | Share Price Appreciation | Motivates share price appreciation over the long-termReinforces emphasis on long-term growth aligned with our objectives |
Pay-For-Performance Philosophy
Farmer Mac’s executive compensation program reflects a strong pay-for-performance philosophy that is consistent with the risk tolerance of Farmer Mac and reflects the long-term interests of stockholders. A large portion of the CEO and other Named Executive Officer (NEO) compensation is variable and performance-based so that the executives who are most responsible for overall performance and changes in stockholder value are held accountable for results.
20:1 CEO Pay Ratio
| 2024 CEO Target Compensation Mix | 20224 Target Composition Mix for other NEOs (Average) |
|---|
| Target Bonus | Base Salary | Target Long-term Incentive Value | At Risk |
|---|
IV
2025 PROXY STATEMENT
Lines of Business:
Our lines of business reflect how we are managing, evaluating, and serving our business based on the type of customer and market.
| Line of Business | % of Outstanding Volume | Segment | Business Volume | Customer/Market | 2024 Volume Growth |
|---|---|---|---|---|---|
| Agricultural Finance | 69% | Farm & Ranch | $18.6 Billion | Financing to traditional agricultural mortgage market | (1)% |
| Corporate AgFinance | $1.9 Billion | Financing to more complex farming operations, agribusinesses focused on food and fiber processing, and other supply chain production | 11% | ||
| Infrastructure Finance | 31% | Power & Utilities | $6.8 Billion | Financing to rural electric generation and transmission cooperatives, distribution cooperatives, as well as AgVantage securities secured by those type of loans | (2)% |
|---|---|---|---|---|---|
| Broadband Infrastructure | $0.8 Billion | Financing to rural fiber, cable/broadband, tower, wireless, local exchange carrier, and data center projects | 60% | ||
| Renewable Energy | $1.4 Billion | Financing to rural electric solar, wind, and gas projects | 191% | ||
| Our Customers | Agricultural Finance Loan Portfolio Diversification |
|---|
From small rural community banks to large financial institutions, Farmer Mac's customers reflect the wide range of America's rural landscape.
| COMMERCIAL & COMMUNITY BANKS | NON -BANK LENDERS | RURAL ELECTRIC COOPERATIVES | RURAL UTILITIES |
|---|---|---|---|
| AGRICULTURAL FUNDS | AGRIBUSINESSES | FARM CREDIT SYSTEM INSTITUTIONS |
By Commodity
| Crops | Southwest |
| Permanent Planting | Mid-North |
| Livestock | Mid-South |
| Ag. Storage and Processing | Northwest |
| Part-time Farm | Southeast |
| Northeast |
By Geography
V
2025 PROXY STATEMENT
A Champion for Rural America
| Farmer Mac has helped fund loans to over 95,000 rural borrowers in all 50 STATES. | LOCAL BANKS to LARGE INSTITUTIONS — Just like our customers, our transactions vary in size and scope from small agricultural mortgage purchases to large-scale renewable energy projects. |
|---|---|
| Farmer Mac’s highly skilled team has experience underwriting approximately 144 COMMODITIES from cattle to casaba melons and from permanent plantings to processing facilities. | 96% of our Farm & Ranch and USDA guaranteed loans went to family farms in 2024. |
| Farmer Mac’s STRENGTH and STABILITY enables us to effectively serve the growing financial needs of our customers in times of growth and just as consistently during market downturns. | We provide financing to rural electric cooperatives that power an estimated 16 MILLION residential customers. |
| Philanthropy | |
|---|---|
| MISSION STATEMENT: | We know that when agriculture and rural communities do well, our company does as well. Farmer Mac’s employees and Board are committed to supporting activities, programs, and causes that enhance the vitality of rural America and the communities in which they reside. |
We proudly engage in philanthropy to support our customers and communities. Our efforts begin in the communities in which we live and work, in providing aid and relief for disasters impacting agricultural and rural areas, and in supporting programs aimed at helping the next generation of agricultural professionals to grow and prosper.
| Provided financial support to 9 organizations in 2024, including: | |
|---|---|
| Meals from the Heartland | So Others Might Eat (SOME) |
| Donated $25,000 after our employees volunteered in a meal packaging event for food insecure children. Our donation provided over 86,000 meals, feeding 333 children for a year. | Assembled 1,400 sanitary kits for those in need at our end-of-year All-Hands meeting. |
Workplace Awards
We are committed to fostering a strong workplace and are proud to be recognized for our efforts on the national stage.
VI
NOTICE OF ANNUAL MEETING
Notice is hereby given that the 2025 Annual Meeting of Stockholders of the Federal Agricultural Mortgage Corporation ("Farmer Mac") will be held on Thursday, May 15, 2025, at 8:00 a.m. local time at the third floor conference center in Farmer Mac's headquarters located at 2100 Pennsylvania Avenue, NW, Washington, DC 20037.
As described in the attached Proxy Statement, the meeting will be held for the following purposes:
to elect ten directors, five of whom will be elected by holders of Class A Voting Common Stock and five of whom will be elected by holders of Class B Voting Common Stock, to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified;
to ratify the Audit Committee's selection of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for fiscal year 2025;
to approve, on an advisory basis, the compensation of Farmer Mac's named executive officers disclosed in the attached Proxy Statement; and
to consider and act on any other business that may properly be brought before the meeting or any adjournment or postponement of the meeting.
Please read the attached Proxy Statement for information about the matters to be considered and acted on at the meeting.
Eligible holders of record of Farmer Mac's Class A Voting Common Stock and Class B Voting Common Stock at the close of business on March 24, 2025 are entitled to notice of and to vote at the meeting and any adjournment or postponement of the meeting. For at least ten days before the meeting, a list of Farmer Mac's stockholders will be available for examination by any stockholder for any purpose germane to the meeting at the offices of Farmer Mac between the hours of 9:00 a.m. and 5:00 p.m. local time. We request any stockholder who wants to attend the meeting in person to register by May 13, 2025 by sending an email to ir@farmermac.com with "Farmer Mac Meeting Registration" in the subject line. Individuals who attend the meeting in person should arrive early to allow time to get through security.
Even if you intend to attend the meeting in person, please complete and date the enclosed proxy card, sign it exactly as your name appears on the card, and return it in the postage prepaid envelope. This will ensure the voting of your shares if you do not attend the meeting. The giving of your proxy will not affect your right to vote your shares personally if you attend the meeting. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF FARMER MAC.
By order of the Board of Directors,
Stephen P. Mullery
Secretary
TABLE OF CONTENTS
| PAGE | |
|---|---|
| GENERAL INFORMATION | 2 |
| Voting Rights | 2 |
| Record Date | 2 |
| Voting | 2 |
| Proposal 1 | 2 |
| Proposals 2 and 3 | 3 |
| Proxy Procedure | 3 |
| CORPORATE GOVERNANCE MATTERS | 4 |
| Director Independence | 4 |
| Board of Directors Meetings and Committees | 6 |
| Enterprise Risk Management | 8 |
| Code of Business Conduct and Ethics | 9 |
| Stockholder Proposals | 10 |
| Communications with the Board | 10 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 11 |
| Board Structure | 11 |
| Selection of Director Nominees by Board | 11 |
| Stockholder Director Nominations | 12 |
| Information about Nominees for Director | 13 |
| Class A Nominees | 14 |
| Class B Nominees | 17 |
| Directors Appointed by the President of the United States | 20 |
| Qualifications, Attributes, Skills, and Experience To Be Represented on the Board | 23 |
| Compensation of Directors | 24 |
| STOCK OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEES, NAMED EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS | 27 |
| Directors, Director Nominees, and Named Executive Officers | 27 |
| Policies on Employee, Officer, and Director Hedging of Farmer Mac Securities | 28 |
| Principal Holders of Voting Common Stock | 28 |
| EXECUTIVE OFFICERS | 29 |
| EXECUTIVE COMPENSATION GOVERNANCE | 31 |
| Overview of Executive Compensation Governance | 31 |
| Overview of Farmer Mac's Executive Compensation Practices | 32 |
| Compensation Discussion and Analysis | 33 |
| Compensation Philosophy | 33 |
| Peer Groups and Market Posture | 34 |
| Approach to Incentive Compensation | 36 |
| Total Compensation Elements | 38 |
| Payments in Connection with a Change-in-Control | 45 |
| Post-Employment Compensation | 45 |
|---|---|
| Impact of Accounting and Tax Treatment on Compensation Awards | 45 |
| Farmer Mac's Policies on Stock Ownership and Trading | 45 |
| Clawback Policy | 46 |
| Risk | 46 |
| Compensation Consultant Fees | 46 |
| Compensation Committee Interlocks and Insider Participation | 47 |
| Compensation Committee Report | 47 |
| Executive Compensation | 48 |
| Summary Compensation Table | 48 |
| Grants of Plan-Based Awards Table | 49 |
| Outstanding Equity Awards at Fiscal Year End | 50 |
| SARs Exercises and Stock Vested | 52 |
| Nonqualified Deferred Compensation Table | 52 |
| Agreements with Executive Officers | 53 |
| Potential Payments upon Termination and Change-in-Control | 56 |
| Equity Compensation Plans | 56 |
| CEO Pay Ratio | 57 |
| Pay Versus Performance | 58 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 61 |
| Review of Related Person Transactions | 61 |
| Transactions with Related Persons in 2024 | 61 |
| REPORT OF THE AUDIT COMMITTEE | 62 |
| AUDIT MATTERS | 63 |
| Audit Fees | 63 |
| Audit-Related Fees | 63 |
| Tax Fees | 63 |
| All Other Fees | 63 |
| Audit Committee Pre-Approval Policies | 63 |
| PROPOSAL 2: SELECTION OF INDEPENDENT AUDITOR | 64 |
| PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF FARMER MAC'S NAMED EXECUTIVE OFFICERS | 65 |
| SOLICITATION OF PROXIES | 66 |
| OTHER MATTERS | 66 |
2100 Pennsylvania Avenue, NW
Suite 450N
Washington, DC 20037
PROXY STATEMENT
For the Annual Meeting of Stockholders
to be held on May 15, 2025
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors ("Board") of the Federal Agricultural Mortgage Corporation ("Farmer Mac") of proxies from the holders of Farmer Mac's Class A Voting Common Stock and Class B Voting Common Stock (together, "Voting Common Stock"). Farmer Mac is not soliciting proxies from the holders of its Class C Non-Voting Common Stock. The proxies will be voted at Farmer Mac's 2025 Annual Meeting of Stockholders ("Meeting"), to be held on Thursday, May 15, 2025, at 8:00 a.m. local time at the third floor conference center in Farmer Mac's headquarters located at 2100 Pennsylvania Avenue, NW, Washington, DC 20037, and at any adjournment or postponement of the Meeting. The Notice of Annual Meeting, this Proxy Statement, and the enclosed proxy card are being mailed to holders of Voting Common Stock on or about April 16, 2025. In this Proxy Statement, "we," "us," and "our" refer to Farmer Mac except as the context otherwise requires or as otherwise noted.
At the Meeting, Farmer Mac's Board will present for a vote the election of ten members to the Board (Proposal 1) and the ratification of the appointment of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for fiscal year 2025 (Proposal 2). The Board will also present for a vote the approval, on an advisory basis, of the compensation of Farmer Mac's named executive officers disclosed in this Proxy Statement (Proposal 3). The Board is not aware of any other matter to be presented for a vote at the Meeting.
Important Notice Regarding the Availability of Proxy Materials for Farmer Mac's Annual Meeting of Stockholders to be held on May 15, 2025: the Proxy Statement, sample proxy cards, and Farmer Mac's 2024 Annual Report are available at www.farmermac.com/investors/financial-information/.
GENERAL INFORMATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.