FEDERAL AGRICULTURAL MORTGAGE CORP
For the period ended Apr 15, 2026. Filed Apr 13, 2026.
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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 15, 2026 · Filed Apr 13, 2026
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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 | ||
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
(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. |
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 2026 Annual
Meeting of Stockholders to be held on Thursday,
May 14, 2026, at 8:00 a.m. Eastern Time at the
third floor conference center in Farmer Mac's
headquarters located at 2100 Pennsylvania
Avenue, NW, Washington, DC 20037 ("Farmer
Mac Headquarters"). Webcast: https://
www.farmermac.com/investors/events-
presentations/
We request any stockholder who wants to attend the
meeting in person to register by May 12, 2026 by
sending an email toir@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 2025 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. JUNKINSBoard Chair
I
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 2025 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
$112.77 Book Value per Share (12/31/2025)
QUARTERLY DIVIDENDS
7% Year-over-Year Dividend Increase
(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 19, 2026.
II
Farmer Mac 2026 Proxy Statement
MEETING AGENDA VOTING MATTERS
| Proposal 1 | ELECTION OF DIRECTORS | For | Page 13 |
|---|---|---|---|
| Proposal 2 | SELECTION OF INDEPENDENT AUDITOR | For | Page 74 |
| Proposal 3 | ADVISORY VOTE TO APPROVE THE COMPENSATION OF FARMER MAC’S NAMED EXECUTIVE OFFICERS | For | Page 75 |
MEETING AND VOTING INFORMATION
Date and Time
8:00 a.m. Eastern Time
May 14, 2026
Location
Third Floor Conference Center
Farmer Mac Headquarters
Webcast & Teleconference Information
Webcast: https://www.farmermac.com/investors/
events-presentations/
Dial-In: 1-800-836-8184
Record Date
March 23, 2026
Even if you plan to attend our 2026 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.
III
Proxy Statement Summary
BOARD STRUCTURE
| 15Members | ||
|---|---|---|
| 5 | 5 | 5 |
| elected by Class A Stockholders (banks and other financial institutions) | elected by Class B Stockholders (Farm Credit System institutions) | appointed by U.S. President (includes Board Chair) |
BOARD COMMITTEE STRUCTURE & COMPOSITION
| Committee · No. ofmeetingsHeld in 2025 · %Attendance · Board Members | ||||||||
|---|---|---|---|---|---|---|---|---|
| Audit | 8 | 100% | Engebretsen | McKissack | Plagge | Sexton • | Stones • | |
| Business Development& Business Strategy | 4 | 100% | Faivre • | Gales | Johnson | Riel | Shaw • | |
| Corporate Governance | 7 | 100% | Davidson | Junkins • | McKissack | Sexton | Ware | Wilcher • |
| Credit | 4 | 100% | Davidson | Gales • | Plagge • | Shaw | Stones | |
| Enterprise Risk | 5 | 97% | Junkins | Riel | Shaw | Ware • | Wilcher • | |
| Finance | 5 | 100% | Engebretsen • | Gales | Johnson | McKissack • | Sexton | |
| Human Capital & Compensation | 7 | 97% | Davidson • | Engebretsen | Faivre | Riel • | Ware | |
| Public Policy & Corporate Social Responsibility | 4 | 96% | Faivre | Junkins | Plagge | Stones • | Wilcher | |
| l | Chair | l | Vice Chair | l | Acting Chair |
|---|
BOARD QUALIFICATIONS & SKILLS
Director Independence100%
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.
IV
Farmer Mac 2026 Proxy Statement
BEST PRACTICES
| Our Board and Management Compensation is Structured to Align with Stockholder Interests | ||
| Executive officers and Board members receive Class C Non-Voting Common Stock as compensation | Designed to foster a long-term, performance-oriented culture | |
|---|---|---|
| Executive officer incentive compensation tied to key performance metrics:•Core Earnings Before Credit•Total Revenues•Ratio of Substandard Assets to Regulatory Capital•Business Volume•Net Charge-Offs•90-Day Delinquencies•Compliance with Applicable Capital Requirements | ||
| See "Compensation Governance Highlights" on page V for more information | ||
Our Board Reviews its Composition for the Right Mix of Experience and Skills
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
| Farmer Mac is Committed to Creating a Safe and Supportive Working Environment | ||
| Equal employment opportunity and anti-harassment policy | Generous benefit and employee welfare programs | |
|---|---|---|
| Annual Code of Conduct training | Comprehensive Employee Manual | |
| Whistleblower hotline | Cybersecurity policy |
| Our Governance Practices Promote Board Effectiveness and Stockholder Interests | ||
| Annual election of 10 directors | Limited number of outside directorships for all Board members | |
|---|---|---|
| Annual review of composition of all committees for relevant representation of backgrounds and skills | Separate CEO and Board Chair roles to provide additional independent oversight | |
| 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 | Insider trading policy prohibits any director or employee from engaging in pledging and specified hedging activities in Farmer Mac’s securities |
V
Proxy Statement Summary
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 | 3x annual salary |
| Executive Vice President | 2x annual salary |
| Senior Vice President | annual salary base |
| Vice President | half of annual salary base |
| Non-Employee Director | 2x 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
2025 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 (“NEOs”),
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 Core Earnings Before Credit 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-term Reinforces emphasis on long-term growth aligned with our objectives |
VI
Farmer Mac 2026 Proxy Statement
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 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.
21:1 CEO PAY RATIO
| 2025 CEO TARGET COMPENSATION MIX | 2025 TARGET COMPOSITION MIX FOR OTHER NEOS (AVERAGE) |
|---|
| l | Target Bonus | l | Base Salary | l | Target Long-term Incentive Value | l | At Risk |
|---|
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 · Q4 Net Effective Spread (%) · 2025Volume Growth | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Agricultural Finance | 65% | Farm & Ranch | $19.6 Billion | Traditional agricultural real estate mortgage liquidity and wholesale finance liquidity | 1.06% | 5% | |||||
| Corporate AgFinance | $2.0 Billion | More complex farming operations, agribusinesses focused on food, fuel, and fiber processing, and other agriculture supply chain production | 2.07% | 3% | |||||||
| Infrastructure Finance | 35% | Power & Utilities | $7.9 Billion | Rural electric generation and transmission cooperatives, distribution cooperatives, and wholesale finance liquidity | 0.34% | 15% | |||||
| Renewable Energy | $2.4 Billion | Renewable energy generation and storage projects | 1.74% | 72% | |||||||
| Broadband Infrastructure | $1.5 Billion | Rural telecommunication companies including broadband, fiber, wireless, data centers, etc. | 2.42% | 91% | |||||||
| Total | $33.4 Billion | 1.22% | 13% | ||||||||
- Results shown are as of and for the year ended December 31, 2025.
VII
Proxy Statement Summary
OUR CUSTOMERS
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 |
OUTSTANDING BUSINESS VOLUME
| l | Farm & Ranch | l | Corporate AgFinance | l | Power & Utilities | l | Renewable Energy | l | Broadband Infrastructure |
|---|
LOAN PORTFOLIO RISK PROFILE BY LINE OF BUSINESS*
AGRICULTURAL FINANCE LOAN PORTFOLIO
INFRASTRUCTURE FINANCE LOAN PORTFOLIO
*As of December 31, 2025. Special mention assets generally have potential weaknesses due to performance issues but are currently considered
to be adequately secured. Substandard assets have a well-defined weakness or weaknesses and there is a distinct possibility that some loss will
be sustained if deficiencies are not corrected.
VIII
Farmer Mac 2026 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 2025. |
| 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 agricultural 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 over two dozen organizations in 2025, including: | ||||
| MEALS FROM THE HEARTLAND | COMMON GOOD CITY FARM | TRIBAL AGRICULTURE FELLOWSHIP PROGRAM | ||
| 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. | Donated $25,000 after our employees participated in a financial literacy training for over 20 students enrolled in the organization's summer programming. | Donated $200,000 and created opportunities for 18 students to advance their education with the purpose of preserving and promoting the legacy of agriculture in Tribal communities. | ||
WORKPLACE AWARDS
We are committed to fostering a strong workplace and are proud to be recognized for our efforts on the national stage.
Noticeof Annual Meeting
Notice is hereby given that the 2026 Annual Meeting
of Stockholders of the Federal Agricultural Mortgage
Corporation will be held on Thursday, May 14, 2026,
at 8:00 a.m. Eastern Time at the third floor
conference center in Farmer Mac Headquarters
and via Webcast and Teleconference: Webcast:
https://www.farmermac.com/investors/events-
presentations Dial-In: 1-800-836-8184.
| Proposal 1 | Election of Directors | |
| FOR | Page 13 |
| Proposal 2 | Selection of Independent Auditor | |
| FOR | Page 74 |
| Proposal 3 | Advisory Vote to Approve theCompensation of Farmer Mac’sNamed Executive Officers | |
| FOR | Page 75 |
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 23, 2026 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 Farmer Mac
Headquarters between the hours of 9:00 a.m. and
5:00 p.m. Eastern Time. We request any stockholder
who wants to attend the meeting in person to register by
May 12, 2026 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 youattend the meeting. THIS PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS OF FARMER MAC.
By order of the Board of Directors,
GERALDINE I. HAYHURSTSecretary
Tableof Contents
| Proxy Statement | 1 | ||
|---|---|---|---|
| General Information | 2 | ||
| Voting Rights | 2 | ||
| Record Date | 2 | ||
| Voting | 2 | ||
| Proxy Procedure | 3 | ||
| Corporate Governance Matters | 4 | ||
| Director Independence | 4 | ||
| Board of Directors Meetings and Committees | 5 | ||
| Enterprise Risk Management | 10 | ||
| Code of Business Conduct and Ethics | 11 | ||
| Stockholder Proposals | 12 | ||
| Communications with the Board | 12 | ||
| Proposal 1 | Election of Directors | 13 | |
| Board Structure | 13 | ||
| Selection of Director Nominees by Board | 13 | ||
| Stockholder Director Nominations | 15 | ||
| Information about Nominees for Director | 15 | ||
| Class A Nominees | 16 | ||
| Class B Nominees | 18 | ||
| Directors Appointed by the President of the United States | 20 | ||
| Qualifications, Attributes, Skills, and Experience To Be Represented on the Board | 22 | ||
| 2026 Board Qualifications and Skills | 23 | ||
| Compensation of Directors | 23 | ||
| Stock Ownership of Directors, Director Nominees, Named Executive Officers, and Certain Beneficial Owners | 26 | ||
| Directors, Director Nominees, and Named Executive Officers | 26 | ||
| Policies on Employee, Officer, and Director Hedging of Farmer Mac Securities | 27 |
| Principal Holders of Voting Common Stock | 27 | |
| Delinquent Section 16(a) Reports | 28 | |
| Executive Officers | 29 | |
|---|---|---|
| Executive Compensation Governance | 32 | |
| Introduction and 2025 Highlights | 32 | |
| Overview of Farmer Mac's Executive Compensation Practices | 33 | |
| Compensation Discussion and Analysis | 34 | |
| Compensation Committee Interlocks and Insider Participation | 51 | |
| Compensation Committee Report | 52 | |
| Executive Compensation | 53 | |
| Certain Relationships and Related Person Transactions | 70 | |
| Review of Related Person Transactions | 70 | |
| Transactions with Related Persons in 2025 | 70 |
| Report of the Audit Committee | 71 | ||
|---|---|---|---|
| Audit Matters | 73 | ||
| Audit Fees | 73 | ||
| Audit-Related Fees | 73 | ||
| Tax Fees | 73 | ||
| All Other Fees | 73 | ||
| Audit Committee Pre-Approval Policies | 73 | ||
| Proposal 2 | Selection of Independent Auditor | 74 | |
| Proposal 3 | Advisory Vote to Approve the Compensation of Farmer Mac's Named Executive Officers | 75 | |
| Solicitation of Proxies | 76 | ||
| Other Matters | 76 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.