Independent
Tenure on this board
18.0 yrs
10 nominees · 3 ballot items.
Proposal 1: Election of ten directors (five elected by Class A holders and five by Class B holders); Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026; Proposal 3: Non-binding advisory (say-on-pay) vote to approve the compensation of Farmer Mac’s named executive officers as disclosed in the proxy statement.
Election of ten directors to one-year terms (five by Class A holders and five by Class B holders) using cumulative voting; nominees selected by the Board/Corporate Governance Committee.
Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for the fiscal year ending December 31, 2026.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of Farmer Mac’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narratives.
This management proposal requests a non-binding, advisory endorsement of the company’s named executive officer (NEO) compensation as disclosed in the proxy, commonly known as a 'say-on-pay' vote. Management is seeking shareholder approval to validate its pay framework, which mixes base salary, an annual cash incentive tied to a balanced scorecard (earnings, total revenues, business volume, and asset-quality metrics plus a substantial qualitative leadership component), and long-term equity incentives (time-based RSUs, performance-based RSUs with gatekeepers and 3‑year cumulative earnings goals, and stock appreciation rights). The Compensation Committee emphasizes alignment with a pay-for-performance philosophy, use of peer group benchmarking (public banks and GSE-like institutions), and risk controls including clawback provisions, stock ownership guidelines, and capped payouts to discourage excessive risk-taking. Notable context includes the CEO employment agreement with defined incentive targets and severance protections, transitional arrangements for senior hires, and historically strong shareholder support (over 99% support on the 2025 NEO compensation disclosure). The proposal is advisory only and does not compel changes, but the Board states it will consider the vote’s outcome when setting future compensation. From a governance perspective, the Compensation Committee engaged an independent compensation consultant (Aon), retained discretion over goals and payouts, and structures multi-year performance awards with “gatekeepers” tied to capital and asset-quality metrics to protect safety and soundness. For sophisticated evaluation, key issues are whether the performance metrics and gatekeepers are sufficiently rigorous and aligned with long-term stockholder value, whether equity and cash mixes appropriately incentivize desired behavior without encouraging undue risk, and how the CEO employment and severance provisions interact with retention incentives. The Board recommends a FOR vote on the basis that the program supports Farmer Mac’s mission, aligns management incentives with stockholder value, and includes governance safeguards appropriate to a regulated, mission-driven GSE.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 396,966 | $59M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.4% | 367,441 | $55M |
| 3 | THRIVENT FINANCIAL FOR LUTHERANS | 3.2% | 346,321 | $51M |
| 4 | BlackRock, Inc. | 3.1% | 332,209 | $49M |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.0% | 323,589 | $48M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.0% | 323,373 | $48M |
| 7 | BlackRock, Inc. | 2.7% | 295,778 | $44M |
| 8 | PRINCIPAL FINANCIAL GROUP INC | 2.6% | 276,853 | $41M |
| 9 | Capital World Investors | 2.5% | 275,768 | $41M |
| 10 | CAPTRUST FINANCIAL ADVISORS | 2.5% | 266,275 | $39M |
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