FEDERAL AGRICULTURAL MORTGAGE CORP 8-K

What Happened

• On March 5, 2026, Farmer Mac’s Human Capital and Compensation Committee approved base salary increases, stock appreciation rights (SARs), restricted stock unit (RSU) grants, and cash bonus awards for senior executives and directors; the salary changes are effective retroactive to January 1, 2026.
• Notable changes: Zachary N. Carpenter (President — COO) base salary raised from $575,000 to $650,000; Marc J. Crady (SVP — Chief Credit Officer) raised from $425,000 to $435,000. SARs granted on March 5, 2026: Carpenter 2,778 SARs, Matthew M. Pullins 2,631 SARs, Marc J. Crady 1,227 SARs (grant price $162.15; vest in three equal annual installments on 3/31/27, 3/31/28, 3/31/29; expire 3/5/2036).
• RSU awards (time-based and performance-based) were granted to officers and directors. Officer RSU highlights: Bradford T. Nordholm 8,835 time-based RSUs; Carpenter 1,398 time-based + 699 target performance RSUs; Pullins 1,323 + 662 target; Crady 618 + 309 target. Directors received 471 RSUs each (vest 3/31/2027). The performance RSUs vest on 3/31/2029 subject to performance and gatekeeper capital/asset-quality metrics tied to 2026–2028 results.
• The Committee also confirmed vesting outcomes for prior performance awards: Mr. Nordholm’s 2023 special award vests at 164% resulting in 24,600 Shares to vest on March 31, 2026. Other 2023 performance RSUs vest at 200% producing: Nordholm 4,348 shares; Carpenter 1,450; Stephen Mullery 1,088; Crady 634.
• Cash bonuses approved (based on 2025 performance, except Pullins’ fixed amount): Nordholm $1,397,967.20; Carpenter $622,484.63; Pullins $275,000.00; Mullery $296,991.80; Crady $252,500.00. All awards remain subject to Farmer Mac’s Compensation Recovery (clawback) Policy.

Key Details

• Base salary increases effective Jan 1, 2026: Carpenter +$75,000 (to $650,000); Crady +$10,000 (to $435,000).
• SAR grants (3/5/2026): Carpenter 2,778; Pullins 2,631; Crady 1,227 — grant price $162.15; 3-year vesting schedule; 10-year term.
• RSU grants to officers (time-based / performance target): Nordholm 8,835 / 0; Carpenter 1,398 / 699; Pullins 1,323 / 662; Crady 618 / 309. Directors: 471 RSUs each.
• Cash bonuses paid for 2025 performance: total disclosed to five officers ≈ $2.8 million combined.

Why It Matters

• These actions increase Farmer Mac’s near-term compensation expense (salaries, cash bonuses, and recognized share‑based compensation under accounting rules) and may increase future share dilution if SARs are exercised or RSUs vest and settle in Shares.
• Performance-based RSUs and the 2023 special award vestings show pay is tied to multi-year earnings and relative performance metrics; gatekeeper tests link vesting to capital and asset-quality thresholds, which investors can watch as indicators of management incentives and risk discipline.
• All awards remain subject to the company’s clawback policy, which can reduce pay if later recovery conditions are met.