Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 5, 2024

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

(Exact name of registrant as specified in its charter)

Federally chartered instrumentality

of the United States

001-14951

52-1578738

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer Identification No.)

1999 K Street, N.W., 4th Floor,

20006

Washington,

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (202) 872-7700

No change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Exchange on which registered

Class A voting common stock

AGM.A

New York Stock Exchange

Class C non-voting common stock

AGM

New York Stock Exchange

6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C

AGM.PRC

New York Stock Exchange

5.700% Non-Cumulative Preferred Stock, Series D

AGM.PRD

New York Stock Exchange

5.750% Non-Cumulative Preferred Stock, Series E

AGM.PRE

New York Stock Exchange

5.250% Non-Cumulative Preferred Stock, Series F

AGM.PRF

New York Stock Exchange

4.875% Non-Cumulative Preferred Stock, Series G

AGM.PRG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensation Arrangements of Certain Officers

Base Salary Increases

On March 5, 2024, the Human Capital and Compensation Committee (“Committee”) of the Board of Directors (“Board”) of the Federal Agricultural Mortgage Corporation (“Farmer Mac”) approved the following changes to the annual base salaries of the executive officers named below, to be effective retroactively to January 1, 2024:

•Zachary N. Carpenter, Executive Vice President – Chief Business Officer: increase from $450,000 per year to $465,000 per year.

•Marc J. Crady, Senior Vice President – Chief Credit Officer: increase from $400,000 per year to $415,000 per year.

•Stephen P. Mullery, Executive Vice President – General Counsel: increase from $485,000 per year to $500,000 per year.

•Aparna Ramesh, Executive Vice President – Chief Financial Officer and Treasurer: increase from $525,000 per year to $540,000 per year.

Grants of Stock Appreciation Rights

On March 5, 2024 (“Grant Date”), the Committee approved grants of stock appreciation rights (“SARs”), as set forth below, to the following executive officers of Farmer Mac under Farmer Mac’s Amended and Restated 2008 Omnibus Incentive Plan (“2008 Plan”).


Name			Number of SARs Granted
Bradford T. Nordholm			6,660
Zachary N. Carpenter			2,067
Marc J. Crady			873
Stephen P. Mullery			1,380
Aparna Ramesh			2,067

Each SAR granted represents the right to receive, upon exercise, an amount equal to the excess, if any, of the fair market value of a share of Farmer Mac’s Class C non-voting common stock (each, a “Share”) over the grant price on the applicable date of exercise. Any amount received upon exercise of SARs is payable in Shares. In accordance with a policy adopted by the Board (“Equity Grant Policy”), the grant price for the SARs listed above is the closing price of a Share on the New York Stock Exchange (“NYSE”) on the Grant Date, resulting in a grant price of $198.54 per share for the SARs listed above. These SARs will vest in three equal annual installments on each of March 31, 2025, March 31, 2026, and March 31, 2027, and their expiration date is March 5, 2034 (“Expiration Date”), which is the tenth anniversary of the Grant Date.

For the SARs awarded on the Grant Date, upon a participant’s termination of employment for death or disability (as defined in the 2008 Plan), all unvested SARs will automatically vest and become exercisable and vested SARs will remain exercisable for one year or until the Expiration Date, whichever is earlier.

Upon a participant’s termination of employment for retirement, all unvested SARs will continue to vest as scheduled and vested SARs will remain exercisable for five years or until the Expiration Date, whichever is earlier. For these purposes, "retirement" is defined as the termination of employment without "cause" (as defined in the 2008 Plan, in Farmer Mac’s Amended and Restated Executive Officer Severance Plan, or in a participant’s employment agreement (if any), as applicable) after attaining age 55 and a combined age and years of employment at Farmer Mac of at least 65.

Upon a participant’s termination of employment for any reason other than death, disability, retirement, or for cause, all unvested SARs will be cancelled immediately and vested SARs will remain exercisable for one year or until the Expiration Date, whichever is earlier. Upon a participant’s termination for cause, any unexercised SARs, whether vested or unvested, will be cancelled immediately.

Under the Equity Grant Policy, the number of SARs awarded as equity-based compensation is based on a target long-term incentive value approved by the Committee for an individual divided by the Black-Scholes value as of the date that is seven calendar days before the date of grant based on assumptions consistent with the assumptions used by Farmer Mac for determining stock-based compensation expense under the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 718.

The 2008 Plan was previously filed as Exhibit 10.2 to Farmer Mac’s Quarterly Report on Form 10-Q filed on August 9, 2018. The current form of award agreement for SARs awarded under the 2008 Plan on the Grant Date was previously filed as Exhibit 10.1 to Farmer Mac’s Current Report on Form 8-K filed on April 3, 2015. Both of those Exhibits are incorporated in this report by reference.

Grants of Restricted Stock Units

On the Grant Date, the Committee also approved grants of restricted stock units of Farmer Mac’s Class C non-voting common stock (“RSUs”) to the following executive officers and directors of Farmer Mac under the 2008 Plan:


Executive Officers
Name	Number of Restricted Stock Units Granted (Time-Based Vesting)	Target Number of Restricted Stock Units Granted (Performance-Based Vesting)
Bradford T. Nordholm	3,915	1,958
Zachary N. Carpenter	1,215	608
Marc J. Crady	513	257
Stephen P. Mullery	810	405
Aparna Ramesh	1,215	608


Directors
Name			Number of Restricted Stock Units Granted (Time-Based Vesting)
Dennis L. Brack			373
Chester J. Culver			373
Richard H. Davidson			373
Everett M. Dobrinski			373
James R. Engebretsen			373
Sara L. Faivre			373
Amy H. Gales			373
Mitchell A. Johnson			373
Lowell L. Junkins			373
Eric T. McKissack			373
Robert G. Sexton			373
Charles A Stones			373
Roy H. Tiarks			373
Todd P. Ware			373
LaJuana S. Wilcher			373

Each RSU represents the contingent right to receive, upon vesting of the unit, one Share.

The RSUs listed above granted to directors will vest in full on March 31, 2025 or proportionately to the date of any director’s death, disability, or cessation of service on the Board without cause, including due to removal or replacement as a director by the President of the United States. All RSUs listed above granted to the executive officers as time-based vesting awards will vest in three equal annual installments on each of March 31, 2025, March 31, 2026, and March 31, 2027.

The RSUs listed above granted to the executive officers as performance-based vesting awards represent the target number of performance-based RSUs granted under the 2008 Plan and as specified in the related award agreement. The performance-based RSUs will be eligible to vest on March 31, 2027 based on performance objectives related to “Earnings before Credit,” subject to “gatekeeper” metrics related to capital and asset quality for the performance period of January 1, 2024 through December 31, 2026 (“Performance Period”). “Earnings before Credit” is defined as core earnings (a non-GAAP financial measure reported by Farmer Mac and as described in its Form 10-K and Form 10-Q filings with the SEC), excluding the after-tax effects of provisions for losses, gains or losses on fair value, or sale of real estate owned ("REO") property.

The “gatekeepers” for the performance-based RSUs require the Committee to determine that during the Performance Period: (1) Farmer Mac maintained compliance with all applicable regulatory capital requirements; and (2) Farmer Mac achieved (a) a three-year average ratio of net charge-offs to the average balance of total outstanding on- and off-balance sheet loans, guarantees, and commitments, including any subordinated or non-guaranteed tranches of securitized assets but excluding any assets held in Farmer Mac's liquidity investment portfolio ("Net Outstanding Business Volume") less than 20 basis points, and (b) a three-year average percentage of total 90-day delinquencies to the average balance of Net Outstanding Business Volume of less than 1%. For purposes of performing these calculations, “net charge-

offs” is defined as charge-offs to Farmer Mac’s allowance for losses net of actual recoveries plus any writedowns on REO properties and any gains or losses realized upon disposition of REO properties. Average balances are determined by calculating a simple average of reported balances as of the end of each calendar quarter.

If at the end of the Performance Period the Committee determines that Farmer Mac has satisfied the above-listed “gatekeepers,” the performance-based RSUs will be eligible to vest on March 31, 2027 in an amount determined by the Committee for each executive officer between 0% and 200% of the target number of RSUs granted to that executive officer, based on Farmer Mac's 3-year cumulative Earnings before Credit during the Performance Period. Performance at the target 3-year cumulative Earnings before Credit of $624.8 million will earn 100% of the target number of RSUs granted. Performance at a 3-year cumulative Earnings before Credit of $514.8 million is required for vesting of any performance-based RSUs and will earn the threshold level of 50% of the target number of RSUs granted. Performance at or above 3-year cumulative Earnings before Credit of $710.5 million will earn the maximum award of 200% of the target number of RSUs granted. Performance between the threshold 3-year cumulative Earnings before Credit and the target 3-year cumulative Earnings before Credit will earn RSUs in an interpolated amount between 50% and 100% of the target number of RSUs granted. Performance between the target 3-year cumulative Earnings before Credit and 3-year cumulative Earnings before Credit of $710.5 million will earn RSUs in an interpolated amount between 100% and 200% of the target number of RSUs granted.

Upon an executive officer’s termination of employment for any reason other than death, disability, or retirement, unvested RSUs will be cancelled immediately. Upon an executive officer’s death or disability, unvested RSUs will vest immediately. Upon retirement, unvested RSUs will continue to vest as scheduled. For these purposes, retirement has the same meaning used in the SARs award agreements described above.

Under the Equity Grant Policy, the number of RSUs awarded as equity-based compensation is based on a target long-term incentive value approved by the Committee for an individual divided by the average closing price of a Share on NYSE over the previous 30 calendar days ending seven calendar days before the date of grant.

The form of award agreement for the performance-based vesting RSUs listed above awarded to executive officers under the 2008 Plan on the Grant Date was previously filed as Exhibit 10.1 to Farmer Mac's Current Report on Form 8-K filed on March 10, 2020 and is incorporated in this report by reference. The form of award agreement for time-based vesting RSUs awarded to executive officers under the 2008 Plan on the Grant Date was previously filed as Exhibit 10.1 to Farmer Mac’s Current Report on Form 8-K filed on March 8, 2021 and is incorporated in this report by reference. The form of award agreement for RSUs awarded to directors under the 2008 Plan on the Grant Date was previously filed as Exhibit 10.2 to Farmer Mac’s Current Report on Form 8-K filed on March 8, 2021 and is incorporated in this report by reference.

Vesting of Performance-Based RSUs Granted in 2021

On March 5, 2024, the Committee reviewed the “gatekeeper” and performance metrics applicable to the performance-based RSUs awarded to Ms. Ramesh and Messrs. Nordholm, Carpenter, Crady, and Mullery in March 2021. The vesting of those awards was contingent on the achievement of performance objectives related to Net Outstanding

Business Volume (as defined in the award agreement), subject to “gatekeeper” metrics related to capital and asset quality for the performance period of January 1, 2021 through December 31, 2023, as described in more detail in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 8, 2021. The Committee determined that the specified gatekeeper metrics were satisfied and that Farmer Mac's Net Outstanding Business Volume was $28.471 billion as of December 31, 2023. That level of Net Outstanding Business Volume was between the target level of $28.181 billion (100% of target award) and the $35.863 billion level that would have earned the maximum 200% of target award, resulting in an interpolated amount of 103.7754% for actual performance. After applying that performance level to the target number of RSUs awarded in 2021, the chart below shows the actual number of shares from these awards that will vest on March 31, 2024:


Name	Target Number of Performance-Vested RSUs Granted in 2021	Performance Level Achieved for 3-Year Performance Period	Actual Number of Shares to Vest on March 31, 2024
Bradford T. Nordholm	3,098	103.7754%	3,215
Zachary N. Carpenter	1,054	103.7754%	1,094
Marc J. Crady	465	103.7754%	483
Stephen P. Mullery	775	103.7754%	805
Aparna Ramesh	1,007	103.7754%	1,046

Awards of Performance-Based Cash Bonuses

On March 5, 2024, the Committee approved the payment of performance-based cash bonuses to the five executive officers shown below. These bonuses were calculated based on targets for Farmer Mac’s core earnings, total revenues, outstanding business volume, and asset quality, as well as the Committee’s evaluation of the achievement of Farmer Mac’s strategic objectives and the leadership demonstrated by each individual and as a group for the period from January 1, 2023 through December 31, 2023.


Name			Cash Bonus Awarded
Bradford T. Nordholm			$1,498,155.20
Zachary N. Carpenter			$614,315.48
Marc J. Crady			$288,431.04
Stephen P. Mullery			$349,722.64
Aparna Ramesh			$473,207.18

All of the equity and cash compensation awards to executive officers described above are subject to Farmer Mac’s Compensation Recovery Policy, which was last amended by the Board in August 2023, and was previously filed as Exhibit 97.1 to Farmer Mac’s Annual Report on Form 10-K filed on February 23, 2024 and is incorporated in this report by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


104			Cover Page Inline Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document included as Exhibit 101

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

By: /s/ Stephen P. Mullery

Name: Stephen P. Mullery

Title: Executive Vice President – General Counsel

Dated: March 11, 2024

Cover Page	Mar. 05, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 05, 2024
Entity Registrant Name	FEDERAL AGRICULTURAL MORTGAGE CORPORATION
City Area Code	202
Local Phone Number	872-7700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity File Number	001-14951
Entity Central Index Key	0000845877
Entity Tax Identification Number	52-1578738
Entity Address, Address Line One	1999 K Street, N.W., 4th Floor,
Entity Address, Postal Zip Code	20006
Amendment Flag	false
Entity Incorporation, State or Country Code	X1
Entity Address, City or Town	Washington,
Entity Address, State or Province	DC
Entity Emerging Growth Company	false
Common Class A [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class A voting common stock
Trading Symbol	AGM.A
Security Exchange Name	NYSE
Common Class C [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class C non-voting common stock
Trading Symbol	AGM
Security Exchange Name	NYSE
Series C Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C
Trading Symbol	AGM.PRC
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	5.700% Non-Cumulative Preferred Stock, Series D
Trading Symbol	AGM.PRD
Security Exchange Name	NYSE
Series E Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	5.750% Non-Cumulative Preferred Stock, Series E
Trading Symbol	AGM.PRE
Security Exchange Name	NYSE
Series F Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	5.250% Non-Cumulative Preferred Stock, Series F
Trading Symbol	AGM.PRF
Security Exchange Name	NYSE
Series G Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	4.875% Non-Cumulative Preferred Stock, Series G
Trading Symbol	AGM.PRG
Security Exchange Name	NYSE