FEDERAL AGRICULTURAL MORTGAGE NON (AGM)
Sector: Financials
2026 Annual Meeting Analysis
FEDERAL AGRICULTURAL MORTGAGE NON · Meeting: May 14, 2026
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured director (since 2008) with strong finance and capital markets credentials; AGM's 3-year return of +32.8% is well above zero and the gap versus the peer median is only -13.4pp, far below the 65pp threshold required to trigger a vote against for a strong-positive-TSR company, so no TSR flag applies.
New nominee with no prior board tenure at AGM; exempt from the TSR trigger, and brings 45+ years of commercial banking, capital markets, and public-company board leadership experience that is clearly relevant to Farmer Mac's business.
Director since February 2021 (approximately 5 years); AGM's 3-year TSR gap of -13.4pp versus the peer median is well below the 65pp trigger threshold for a strong-positive-TSR company, so no TSR concern applies, and McKissack brings deep institutional investment and finance expertise.
Director since May 2024 (less than 24 months as of the meeting date), making him exempt from the TSR underperformance trigger; his background as a community bank CEO, Iowa banking superintendent, and agricultural lender is directly relevant.
Director since May 2019 with solid tenure overlap; the 3-year TSR gap of -13.4pp versus the peer median is far below the 65pp threshold for a strong-positive-TSR company, and Ware brings relevant rural infrastructure, risk management, and cybersecurity oversight experience.
New nominee with no prior board tenure at AGM; exempt from the TSR trigger, and brings four decades of agricultural production, Farm Credit System governance, and audit/risk committee experience directly aligned with Farmer Mac's mission.
Director since May 2020; the 3-year TSR gap of -13.4pp versus the peer median is well below the 65pp trigger threshold for a strong-positive-TSR company, and Gales brings extensive agricultural finance and lending experience from CoBank and other institutions.
Director since May 2024 (less than 24 months as of the meeting date), making him exempt from the TSR underperformance trigger; his deep agricultural production and Farm Credit System governance background is highly relevant.
Director since May 2018 with meaningful tenure overlap; the 3-year TSR gap of -13.4pp versus the peer median is well below the 65pp trigger threshold for a strong-positive-TSR company, and Sexton brings agricultural production, Farm Credit System, and finance committee experience.
Director since March 2025 (less than 24 months as of the meeting date), making him exempt from the TSR underperformance trigger; he brings decades of agricultural production, Farm Credit System board leadership, and risk management experience.
Appointed director since September 2010; the 3-year TSR gap of -13.4pp versus the peer median is well below the 65pp trigger threshold for a strong-positive-TSR company, and Faivre contributes agtech, agricultural science, and strategic planning expertise.
Board Chair and longest-serving director (since 1996); the 3-year TSR gap of -13.4pp versus the peer median is well below the 65pp trigger threshold for a strong-positive-TSR company, and Junkins provides longstanding institutional knowledge and governmental affairs expertise critical for a government-sponsored enterprise.
Director since December 2020 and Audit Committee chair; the 3-year TSR gap of -13.4pp versus the peer median is well below the 65pp trigger threshold, and Stones brings 33 years of banking industry leadership and relevant financial oversight expertise.
Board Vice Chair and appointed director since December 2019; the 3-year TSR gap of -13.4pp versus the peer median is well below the 65pp trigger threshold, and Wilcher brings environmental regulatory, legal, and agricultural production experience relevant to Farmer Mac's mission.
All ten elected nominees and four appointed directors receive a FOR vote. AGM's absolute 3-year price return of +32.8% is solidly positive, and the company's underperformance versus the disclosed peer median is only -13.4pp — far below the 65pp threshold required to trigger a vote against directors of a strong-positive-TSR company. Directors who joined within the past 24 months (Plagge, Riel, Shaw, and new nominees Crawford and Logan) are additionally exempt from the TSR trigger. The board is 100% independent, attendance was strong across all committees in 2025, and the slate reflects a broad mix of agricultural finance, rural infrastructure, risk management, and regulatory expertise appropriate for a government-sponsored enterprise.
Say on Pay
✓ FORCEO
Bradford T. Nordholm
Total Comp
$4,025,608
Prior Support
99%%
The CEO received total compensation of approximately $4.03 million in 2025, which is reasonable for a ~$1.7 billion market-cap financial services company and consistent with benchmark expectations for that role and sector. The pay program is well-structured for performance alignment: roughly 80% of the CEO's compensation is variable (cash incentives plus equity awards), well above the 50-60% minimum threshold, with long-term equity split among time-based restricted stock awards, performance-based restricted stock awards tied to 3-year cumulative earnings goals with meaningful gatekeeper conditions, and stock appreciation rights that only pay out if the share price rises. The company earned 99% shareholder support on Say on Pay in 2025, a strong signal of investor approval, and the company maintains a robust clawback policy meeting SEC and NYSE requirements.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,000,000
Non-Audit Fees
$514,000
Non-audit fees (audit-related fees of $325,000 plus tax fees of $187,000 plus other fees of $2,000, totaling $514,000) represent approximately 25.7% of core audit fees of $2,000,000, well below the 50% threshold that would raise independence concerns. PricewaterhouseCoopers is a Big 4 firm appropriate for a $1.7 billion market-cap company, and the proxy does not disclose a material restatement. Auditor tenure is not disclosed, but the policy requires confirmed data to trigger a vote against, so no tenure flag applies.
Overall Assessment
Farmer Mac's 2026 annual meeting ballot presents three straightforward proposals, all warranting FOR votes. The director slate is fully independent with no overboarding, adequate attendance, and relevant expertise, and AGM's positive 3-year total return with a peer underperformance gap well below the policy trigger threshold means no TSR-based concerns apply to any nominee. The auditor and Say on Pay proposals also clear all policy screens cleanly, with non-audit fees well below the independence threshold, a well-structured performance-oriented pay program, and overwhelming 99% prior-year shareholder support for executive compensation.
Compensation Peer Group
36 companies disclosed in 2026 proxy filing