Form 4: Farmer Mac Executive Zachary Carpenter Receives Stock Grants and Appreciation Rights

EVP Zachary Carpenter of Farmer Mac reports the acquisition of restricted stock units and stock appreciation rights under the company's incentive plan.

Summary

• Zachary Carpenter, EVP Chief Business Officer of Federal Agricultural Mortgage Corporation (Farmer Mac), reported the acquisition of 1,188 Class C Non-Voting Common Stock RSUs and 594 performance-based RSUs on March 6, 2025.
• The RSUs were granted under the Amended and Restated 2008 Omnibus Incentive Plan for no consideration.
• The time-vested RSUs will vest in three equal installments on March 31, 2026, March 31, 2027, and March 31, 2028, contingent upon continued employment.
• The performance-based RSUs will vest on March 31, 2028, if Farmer Mac meets specific performance objectives related to cumulative core earnings before credit during the period of January 1, 2025, to December 31, 2027, subject to certain gatekeepers.
• Carpenter also acquired 1,974 stock appreciation rights exercisable beginning March 31, 2026, March 31, 2027, and March 31, 2028, expiring on March 6, 2035.
• Following these transactions, Carpenter beneficially owns 10,861 Class C Non-Voting Common Stock RSUs and 11,455 performance-based RSUs, in addition to 1,974 stock appreciation rights.

Sentiment

Score: 7

Explanation: The document reflects a standard executive compensation practice, indicating a stable and ongoing operation. The sentiment is neutral to slightly positive as it suggests alignment of management interests with shareholder value.

Positives

• The grant of RSUs and stock appreciation rights aligns executive compensation with the company's performance and long-term value creation.
• The vesting schedules for the RSUs incentivize continued employment and achievement of performance goals.

Risks

• The vesting of performance-based RSUs is contingent on Farmer Mac achieving specific financial targets, which may not be met.
• The value of the stock appreciation rights is dependent on the future stock price of Farmer Mac, which is subject to market fluctuations.

Future Outlook

The document outlines future vesting dates for the granted RSUs and exercisable dates for the stock appreciation rights, contingent on continued employment and the achievement of performance targets.

Industry Context

This filing is a routine disclosure of executive compensation in the form of equity grants, which is a common practice in publicly traded companies to align management's interests with those of shareholders.

Comparison to Industry Standards

• Equity-based compensation is a standard practice among publicly traded companies, including Farmer Mac's peers in the financial services sector.
• Companies like AgFirst Farm Credit Bank and CoBank, which are also involved in agricultural lending, utilize similar incentive plans to reward and retain key executives.
• The vesting schedules and performance metrics associated with the RSUs are typical of those found in executive compensation packages designed to drive long-term value creation.

Stakeholder Impact

• Shareholders: The equity grants aim to align management's interests with shareholder value.
• Employees: The incentive plan can motivate employees through performance-based compensation.
• Management: The grants provide a direct financial incentive for executives to achieve company goals.

Next Steps

• The reporting person will continue to hold the RSUs and stock appreciation rights, subject to the vesting and exercisability terms outlined in the document.
• Farmer Mac will monitor its performance against the targets set for the performance-based RSUs.

Key Dates