UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule (Rule 14a-101)

INFORMATION REQUIRED IN
PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12 FEDERAL AGRICULTURAL MORTGAGE CORPORATION (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. ¨ Fee paid previously with preliminary materials ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
xNo fee required.
¨Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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PROXY STATEMENT 2022 PROXY STATEMENT



¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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FEDERAL AGRICULTURAL MORTGAGE CORPORATION


1999 K Street, N.W.
Fourth Floor
Washington, D.C. 20006


TO HOLDERS OF FARMER MAC
VOTING COMMON STOCK
April 1, 2016
21, 2022 Dear Farmer Mac Stockholder:
The Board of Directors of the Federal Agricultural Mortgage Corporation ("(“Farmer Mac"Mac”) is pleased to invite you to attend Farmer Mac's 2016Mac’s 2022 Annual Meeting of Stockholders to be held on Thursday, May 5, 2016,19, 2022, at 8:00 a.m. local timeEastern Daylight Time at The Town Hall, 1999 K Street, N.W., First Floor, Washington, D.C. 20006. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be transacted at the meeting.
We intend to hold our annual meeting in person, but if it is not possible or advisable to do so due to COVID-19 restrictions, we will inform you prompt- ly, as described in the accompanying Notice of Annual Meeting. If you are planning to attend our Annual Meeting, please monitor our website at www.farmermac.com/investors/events-presentations/ for updated information. As always, we encourage you to vote your shares by proxy before the Annual Meeting even if you intend to attend in person. We hope you will be able to attend the meeting and suggest you read the enclosed Notice of Annual Meeting and Proxy Statement for information about Farmer Mac and the Annual Meeting of Stockholders. We have also enclosed Farmer Mac's 2015Mac’s 2021 Annual Report. Although the Annual Report doesis not constitute proxy soliciting material, we suggest you read it for additionalmore information about Farmer Mac. Please complete, sign, date, and return a proxy card at your earliest convenience to help us establish a quorum and avoid the cost of further solicitation. The giving of your proxy will not affect your right to vote your shares personally if you attend the meeting. If you plan to attend the meeting, please so indicate on the enclosed proxy card.


Sincerely,
            
Lowell L. Junkins Board Chair


Chairman


i Farmer Mac proudly serves as a mission-focused, purpose-driven company determined to improve the economic opportunity in rural America by increasing the availability and affordability of credit. Created by Congress, Farmer Mac is the nation’s secondary market for agricultural and rural infrastructure loans, providing a broad array of financial solutions to lenders that support flexible low-cost financing to farmers, ranchers, agribusi- nesses, renewable energy projects, rural utilities, and other institutions. Farmer Mac also serves as a critical investment tool for states, counties, municipalities, pension funds, banks, public trust funds, and credit unions by providing diversification in their investment portfolios, issuance structure flexibility, and a competitive return on their investment dollars. Farmer Mac’s record 2021 performance reflects the success of our continued focus on pursuing new channels and innovative ways to further our mission to help build a strong and vital rural America. 2022 PROXY STATEMENT PROXY STATEMENT SUMMARY Our Mission to Agriculture and Rural America Meeting Agenda Voting Matters PROPOSAL 1 ELECTION OF DIRECTORS FOR PAGE 10 PROPOSAL 2 SELECTION OF INDEPENDENT AUDITOR FOR PAGE 57 PROPOSAL 3 ADVISORY VOTE TO APPROVE THE COMPENSATION OF FARMER MAC’S NAMED EXECUTIVE OFFICERS FOR PAGE 58 Date and Time Webcast & Teleconference 8:00 AM EDT information May 19, 2022 Dial-In: (888) 346-2616 Location Webcast: https://www.farmermac.com/ The Town Hall investors/events-presentations/ 1999 K Street, N.W. First Floor Record Date Washington, D.C. 20006 March 25, 2022 Meeting and Voting information Even if you plan to attend our 2022 Annual Meeting of Stockholders in person, please read this Proxy Statement with care and vote right away by returning your proxy card by mail. This summary highlights information contained elsewhere in this Proxy Statement. The summary does not contain all of the Boardinformation you should consider, and you should read the entire Proxy Statement carefully before voting. Vote by mail 1 Core earnings is a non-GAAP measure. For a reconciliation of core earnings to GAAP net income, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Farmer Mac’s Form 10-K filed with the SEC on February 28, 2022. 75 84 93 102 111 120 20222021202020192018 19.5 20.5 21.5 22.5 23.5 24.5 2021202020192018 0.1 0.3 0.5 0.7 0.9 1.1 20222021202020192018 Core Earnings(1) ($ in millions) Outstanding Business Volume Quarterly Dividends per Share($ in billions) $0.10 $0.30 $0.50 $0.70 $0.90 $1.10 20222021202020192018 $75 $84 $93 $102 $111 $120 202120202019 $19.5 $20.5 $21.5 $22.5 $23.5 $24.5 202120202019 $ 2 1 .1 $ 2 1 .9 $ 0 .5 8 $ 0 .7 0 $ 0 .8 0 $ 0 .8 8 $ 9 3 .7 $ 1 0 0 .6 $23.6$113.6 $0.95


 


ii Our Mission to Agriculture and Rural America Board Structure Board Committee Structure & Composition 5 ELECTED BY CLASS A STOCKHOLDERS (banks and other financial institutions) 5 ELECTED BY CLASS B STOCKHOLDERS (Farm Credit System institutions) 5 APPOINTED BY U.S. PRESIDENTS (includes Board Chair) 15 MEMBERS 0 2 4 6 8 10 12 Rural Utilities Information Technology & Cybersecurity Risk Management Human Resources Marketing Lending Capital Markets Strategic Planning Government or Political Agriculture Production Finance & Accounting Rural Utilities Information Technology & Cybersecurity Risk Management Human Resources Marketing Lending Capital Markets Strategic Planning Government or Political Agriculture Production Finance & Accounting11 10 6 6 5 5 5 3 3 2 2 51-60 61-70 71-80 0-3 Years 3-10 Years 10-20 Years >20 Years RACIAL & GENDER DIVERSITY 5 10 33% 100% INDEPENDENCE 62 7 Ages 51-60 Ages 71-80 Ages 61-70 AGE Average Age: 69 years 3 4 7 1 4-10 years 11- 20 y ea rs >20 years 0- 3 ye ar s TENURE Average Tenure: 9 years Board Qualifications & Skills 2022 PROXY STATEMENT Farmer Mac’s Board committee structure promotes effective oversight and utilization of Board member competencies. The Board believes that its membership should reflect diversity in the broadest sense, including diversity of race, gender, ethnicity, age, geography, background, and experience and training from different disciplines and industries. Audit Compensation Corporate Governance Credit Risk Enterprise Risk Financial Risk Public Policy & Corporate Social Responsibility Strategy & Business Development Brack Davidson Junkins Gales Watts Engebretsen Wilcher Faivre Dobrinski Engebretsen Brack Brack Davidson Gales Dobrinski Johnson Engebretsen Faivre Davidson Sexton Junkins Johnson Faivre Stones Gales McKissack Dobrinski Stones Tiarks McKissack Junkins Tiarks McKissack Ware Ware Tiarks Wilcher Sexton Sexton Ware Stones Wilcher Watts Watts Names in bold type are committee chairs


iii Our Board and management compensation is structured to align with stockholder interests Best Practices Our Board reviews its composition for the right mix of experience, skills, and diversity Farmer Mac is committed to creating a safe and supportive working environment Executive officers and Board members receive Class C Non-Voting Common Stock as compensation Designed to foster a long- term performance-oriented culture Equal employment opportunity and anti-harassment policy Generous benefit and social welfare programs Annual Code of Conduct training Comprehensive Employee Manual Whistleblower hotline Cybersecurity policy Focus on individuals with a variety of backgrounds and experiences who have a broad perspective Annual election of 10 directors Separate CEO and Board Chair roles to provide additional independent oversight Annual review of all committee composition to ensure relevant representation of backgrounds and skillsets Directors complete annual self-evaluations of Board and members of the Audit, Compensation, Corporate Governance, and Enterprise Risk Committees complete annual self-evaluations of those committees Limited number of outside directorships for all Board members Insider trading policy prohibits any director or employee from engaging in pledging and specified hedging activities in Farmer Mac’s securities Talent, diversity, and inclusion contribute to Farmer Mac's strong financial performance for its stockholders and achievement of its mission in serving rural America Our governance practices promote Board effectiveness and stockholder interests Record of accomplishment as senior members of agricultural, rural utility, or other relevant business entities; as agricultural, rural utility, or commercial lenders; as accountants or auditors; or as entrepreneurs CORPORATE GOVERNANCE HIGHLIGHTS 2022 PROXY STATEMENT


iV Farmer Mac’s stock ownership policy aligns the interests of officers and directors with those of Farmer Mac’s stockholders and promotes sound corporate governance and a long-term perspective in managing Farmer Mac. OF THE VOTES CAST BY FARMER MAC’S STOCKHOLDERS IN 2021 SUPPORTED THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. A large portion of the CEO and other Named Executive Officer (NEO) target total direct compensation is variable, performance-based compensation. This is intended to ensure that the executives who are most responsible for overall performance and changes in stockholder value are held accountable for results. 99% 21:1 Farmer Mac’s executive compensation program reflects a strong pay-for-performance philosophy that is consistent with the risk tolerance of Farmer Mac and reflects the long-term interests of stockholders. Farmer Mac’s incentive compensation is based on balanced frameworks of metrics aligned with our mission that support our safety and soundness, and are subject to caps and specific performance minimums. We evaluate our executive compensation program regularly to ensure that it does not create incentives for employees to take material risks. TARGET LONG-TERM INCENTIVE VALUE TARGET BONUS BASE SALARY AT RISK STOCK OWNERSHIP POLICY FOR COMPANY OFFICERS AND DIRECTORS CLAWBACK POLICY FOR EXECUTIVE OFFICERS Compensation Governance Pay For Performance Philosophy CEO PAY RATIO 2022 PROXY STATEMENT 22% 2021 CEO TARGET COMPENSATION MIX 2021 TARGET COMPENSATION MIX FOR OTHER NEOS (AVERAGE) 31% 49% 29%31% 38% 69% AT RISK 51% AT RISK


V STRENGTHEN TALENT ACQUISITION, SELECTION, AND RETENTION PROCESSES During 2021, Farmer Mac’s Diversity, Equity & Inclusion (DE&I) council established a three-year DE&I strategic plan and identified five key strategic priorities for the company during the plan period. This year, we introduced a realignment of our lines of business and operating segments to reflect how we are managing and evaluating our business and serving rural America based on the type of customer and market. Diversity, Equity & inclusion 01 04 0502 03 Strategic Mission Agricultural Finance Rural infrastructure Finance Small and family farms and USDA-eligible borrowers Rural electric generation and transmission cooperatives, distribution cooperatives, and telecommunication providers Larger, more complex farming operations, agribusinesses focused on food and fiber processing, and other supply chain production Rural electric solar and wind energy projects Line of Business Segments Farm & Ranch Rural Utilities Corporate AgFinance Renewable Energy Customer/Market ESTABLISH A STRONG DE&I FOUNDATION ACROSS THE ORGANIZATION PROVIDE SERVICES TO FARMER MAC'S RURAL CUSTOMERS IN A FAIR AND EQUITABLE MANNER ENSURE ACCOUNTABILITY TO TRACKING, MONITORING, AND COMMUNICATING PROGRESS WITH TRANSPARENCY ENHANCE A CULTURE OF INCLUSION 2022 PROXY STATEMENT





FEDERAL AGRICULTURAL MORTGAGE CORPORATION

NOTICE OF ANNUAL MEETING

April 1, 2016
21, 2022 Notice is hereby given that the 20162022 Annual Meeting of Stockholders of the Federal Agricultural Mortgage Corporation ("(“Farmer Mac"Mac”) will be held on Thursday, May 5, 2016,19, 2022, at 8:00 a.m. local time at The Town Hall, 1999 K Street, N.W., First Floor, Washington, D.C. 20006.
As described in the attached Proxy Statement, the meeting will be held for the following purposes:
l  to elect ten directors, five of whom will be elected by holders of Class A Voting Common Stock and five of whom will be elected by holders of Class B Voting Common Stock, to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified;
l  to ratify the Audit Committee'sCommittee’s selection of PricewaterhouseCoopers LLP as Farmer Mac'sMac’s independent auditor for fiscal year 2016;
2022; l to approve, on an advisory basis, the compensation of Farmer Mac'sMac’s named executive officers disclosed in the attached Proxy Statement; and
l to consider and act uponon any other business that may properly be brought before the meeting or any adjournment or postponement of the meeting.

Please read the attached Proxy Statement for information onabout the matters to be considered and acted uponon at the meeting.
Eligible holders of record of Farmer Mac'sMac’s Class A Voting Common Stock and Class B Voting Common Stock at the close of business on March 17, 201625, 2022 are entitled to notice of and to vote at the meeting and any adjournment or postponement of the meeting.For at least ten days prior tobefore the meeting, a list of Farmer MacMac’s stockholders will be available for examination by any stockholder for any purpose germane to the meeting at the offices of Farmer Mac between the hours of 9:00 a.m. and 5:00 p.m. local time.
Whether We intend to hold our annual meeting in person, but we continue to monitor the effects that the ongoing COVID-19 pandemic may have on our ability to hold an in-person annual meeting. We are sensitive to the public health and travel concerns our stockholders may have and any protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold our annual meeting in person or we otherwise determine that alternative arrangements are necessary, we will announce those alternative arrangements as promptly as practicable. Any alternative arrangements may include supplementing the in-person meeting by holding the meeting by means of remote communication. If you are planning to attend our Annual Meeting, please monitor our annual meeting information available on our website at www.farmermac.com/investors/events- presentations/ for updated information. Even if you intend to be present atattend the meeting or not,in person, please complete and date the enclosed proxy card, sign it exactly as your name appears on the card, and return it in the postage prepaid envelope. This will ensure the voting of your shares if you do not attend the meeting. The giving of your proxy will not affect your right to vote your shares personally if you attend the meeting. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF FARMER MAC.


By order of the Board of Directors,
                            
Stephen P. Mullery Secretary


Secretary
TABLE OF CONTENTS PAGE GENERAL iNFORMATiON ............................................................................................................................................... 2 Voting Rights ................................................................................................................................................................................. 2 Record Date .................................................................................................................................................................................. 2 Voting ........................................................................................................................................................................................... 2 Proposal 1 ................................................................................................................................................................................. 2 Proposals 2 and 3 ...................................................................................................................................................................... 3 Proxy Procedure ............................................................................................................................................................................. 3 CORPORATE GOVERNANCE MATTERS ............................................................................................................................... 4 Director Independence ................................................................................................................................................................... 4 Board of Directors Meetings and Committees .................................................................................................................................... 5 Enterprise Risk Management ........................................................................................................................................................... 8 Code of Business Conduct and Ethics .............................................................................................................................................. 9 Stockholder Proposals .................................................................................................................................................................... 9 Communications with the Board ...................................................................................................................................................... 9 PROPOSAL 1: ELECTiON OF DiRECTORS ........................................................................................................................... 10 Board Structure ............................................................................................................................................................................. 10 Selection of Director Nominees by Board .......................................................................................................................................... 10 Stockholder Director Nominations .................................................................................................................................................... 11 Information about Nominees for Director .......................................................................................................................................... 12 Class A Nominees ....................................................................................................................................................................... 13 Class B Nominees ...................................................................................................................................................................... 15 Directors Appointed by the President of the United States ............................................................................................................... 17 Qualifications, Attributes, Skills, and Experience To Be Represented on the Board ................................................................................. 19 Compensation of Directors .............................................................................................................................................................. 20 STOCK OWNERSHiP OF DiRECTORS, DiRECTOR NOMiNEES, NAMED EXECUTiVE OFFiCERS, AND CERTAiN BENEFiCiAL OWNERS ........ 22 Directors, Director Nominees, and Named Executive Officers .............................................................................................................. 22 Policies on Employee, Officer, and Director Hedging of Farmer Mac Securities ...................................................................................... 23 Principal Holders of Voting Common Stock ........................................................................................................................................ 24 EXECUTiVE OFFiCERS .................................................................................................................................................................. 25 EXECUTiVE COMPENSATiON GOVERNANCE ....................................................................................................................... 27 Introduction and 2021 Highlights ..................................................................................................................................................... 27 Overview of Farmer Mac’s Executive Compensation Practices .............................................................................................................. 28 Compensation Discussion and Analysis ............................................................................................................................................ 28 Compensation Philosophy ............................................................................................................................................................ 29 Peer Groups and Market Posture .................................................................................................................................................. 29 Approach to Incentive Compensation ............................................................................................................................................ 31 Total Compensation Elements ...................................................................................................................................................... 32


Payments in Connection with a Change-in-Control .......................................................................................................................... 39 Post-Employment Compensation .................................................................................................................................................. 39 Impact of Accounting and Tax Treatment on Compensation Awards .................................................................................................. 39 Farmer Mac’s Policies on Stock Ownership and Trading ................................................................................................................... 39 Clawback Policy .......................................................................................................................................................................... 40 Risk .......................................................................................................................................................................................... 40 Compensation Consultant Fees .................................................................................................................................................... 40 Compensation Committee Interlocks and Insider Participation ............................................................................................................. 40 Compensation Committee Report .................................................................................................................................................... 41 Executive Compensation ................................................................................................................................................................. 42 Summary Compensation Table ..................................................................................................................................................... 42 CEO Pay Ratio ............................................................................................................................................................................ 43 Grants of Plan-Based Awards Table ............................................................................................................................................... 43 Outstanding Equity Awards at Fiscal Year End ................................................................................................................................ 45 SAR Exercises and Stock Vested .................................................................................................................................................. 47 Nonqualified Deferred Compensation Table .................................................................................................................................... 47 Agreements with Executive Officers ............................................................................................................................................... 49 Potential Payments upon Termination and Change-in-Control .......................................................................................................... 51 Equity Compensation Plans .......................................................................................................................................................... 52 CERTAiN RELATiONSHiPS AND RELATED PERSON TRANSACTiONS ................................................................................... 53 Review of Related Person Transactions ............................................................................................................................................. 53 Transactions with Related Persons in 2021 ....................................................................................................................................... 53 REPORT OF THE AUDiT COMMiTTEE ............................................................................................................................... 54 AUDiT MATTERS .......................................................................................................................................................... 56 Audit Fees ..................................................................................................................................................................................... 56 Audit-Related Fees ......................................................................................................................................................................... 56 Tax Fees ........................................................................................................................................................................................ 56 All Other Fees ................................................................................................................................................................................ 56 Audit Committee Pre-Approval Policies ............................................................................................................................................. 56 PROPOSAL 2: SELECTiON OF iNDEPENDENT AUDiTOR .................................................................................................... 57 PROPOSAL 3: ADViSORY VOTE TO APPROVE THE COMPENSATiON OF FARMER MAC’S NAMED EXECUTiVE OFFiCERS ........... 58 SOLiCiTATiON OF PROXiES ........................................................................................................................................... 59 OTHER MATTERS ......................................................................................................................................................... 60 TABLE OF CONTENTS





Table of Contents


Page

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ii



1 FEDERAL AGRICULTURAL MORTGAGE CORPORATION

1999 K Street, N.W.
Fourth Floor
Washington, D.C. 20006
PROXY STATEMENT
For the Annual Meeting of Stockholders
to be held on May 5, 2016
19, 2022 This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (“Board”) of the Federal Agricultural Mortgage Corporation ("(“Farmer Mac"Mac”) of proxies from the holders of Farmer Mac'sMac’s Class A Voting Common Stock and Class B Voting Common Stock (together, the "Voting“Voting Common Stock"Stock”). Farmer Mac is not soliciting proxies from the holders of its Class C Non-Voting Common Stock. The proxies will be voted at Farmer Mac's 2016Mac’s 2022 Annual Meeting of Stockholders (the "Meeting"(“Meeting”), to be held on Thursday, May 5, 2016,19, 2022, at 8:00 a.m. local time at The Town Hall, 1999 K Street, N.W., First Floor, Washington, D.C. 20006, and at any adjournment or postponement of the Meeting. The Notice of Annual Meeting, this Proxy Statement, and the enclosed proxy card are being mailed to holders of Voting Common Stock on or about April 1, 2016.21, 2022. In this Proxy Statement, “we,” “us,” and “our” refer to Farmer Mac except as the context otherwise requires or as otherwise noted, "we," "us," and "our" refer to Farmer Mac and its subsidiaries.
noted. At the Meeting, Farmer Mac'sMac’s Board of Directors (the "Board of Directors" or "Board") will present for a vote the election of ten members to the Board (Proposal 1) and the ratification of the appointmentappoint- ment of PricewaterhouseCoopers LLP as Farmer Mac'sMac’s independent auditor for fiscal year 20162022 (Proposal 2). The Board will also present for a vote the approval, on an advisory basis, of the compensation of Farmer Mac'sMac’s named executive officers disclosed in this Proxy Statement (Proposal 3). The Board is not aware of any other matter to be presented for a vote at the Meeting.
Important important Notice Regarding the Availability of Proxy Materials for Farmer Mac'sMac’s Annual Meeting of Stockholders to be held on May 5, 2016:19, 2022: the Proxy Statement, sample proxy cards, and Farmer Mac's 2015Mac’s 2021 Annual Report are available at www.farmermac.com/investors/financial-information/.




2 GENERAL INFORMATION

Voting Rights
One of the purposes of the Meeting is to elect ten members to the Board of Directors.Board. Title VIII of the Farm Credit Act of 1971, as amended (the "Act")(referred to as Farmer Mac’s charter), provides that Farmer Mac'sMac’s Class A Voting Common Stock may be held only by banks, insurance companies, and other financial institutions or entities that are not Farm Credit System institutions. The ActFarmer Mac’s charter also provides that Farmer Mac'sMac’s Class B Voting Common Stock may be held only by Farm Credit System institutions. Holders of Voting Common Stock who are not eligible holders of that stock may not vote the shares held and should dispose of their stock to eligible holders. Farmer Mac has the right, but not the obligation, to repurchase shares of Voting Common Stock from ineligible holders for book value.
The Act Farmer Mac’s charter provides that five members of the Board will be elected by the holders of the Class A Voting Common Stock (the "Class(“Class A Holders"Holders”) and that five members of the Board will be elected by the holders of the Class B Voting Common Stock (the "Class(“Class B Holders"Holders”). The remaining five members of the Board are appointed by the President of the United States, with the advice and consent of the United States Senate.

Record Date
The President of the United States designates the Board of Directors has fixed March 17, 2016 asChair from among the record date for the determination of stockholders entitled to receive notice of and to vote at the Meeting. At the close of business on that date, there were issued and outstanding 1,030,780 shares of Class A Voting Common Stock and 500,301 shares of Class B Voting Common Stock, which together constitute the only outstanding capital stock of Farmer Mac entitled to vote at the Meeting. See "Stock Ownership of Directors, Director Nominees, Named Executive Officers, and Certain Beneficial Owners—Principal Holders of Voting Common Stock."

1




Voting
five appointed Board members. The presence, in person or by proxy, of the holders entitled to vote at least a majority of Farmer Mac'sMac’s outstanding Voting Common Stock is required to constitutefor a quorum at the Meeting. Thus, 765,541 shares of Voting Common Stock must be represented by stockholders present at the Meeting or by proxy to have a quorum.

Proposal 1

Under the Act,Farmer Mac’s charter, the holders of Farmer Mac'sMac’s Voting Common Stock are entitled to one vote per share, with cumulative voting permitted at all elections of directors. Under cumulative voting, each stockholder is entitled to cast the number of votes equal to the number of shares of the class of Voting Common Stock owned by that stockholder, multiplied by the number of directors to be elected by that class. All of a stockholder'sstockholder’s votes may be cast for a single candidate for director or may be distributed among any number of candidates. Class A Holders are entitled to vote only for the five directors to be elected by Class A Holders, andHolders. Class B Holders are entitled to vote only for the five directors to be elected by Class B Holders.

A stockholder may withhold a vote from one or more nominees by marking the box to “WITHHOLD AUTHORITY FOR ALL NOMINEES” or marking the box “FOR ALL EXCEPT” and then filling in the circle next to the names of those nominees a stockholder wishes to withhold votes from in the space provided on the proxy card. Under those circumstances,circumstanc- es, unless other instructions are provided in writing, the stockholder'sstockholder’s votes will then be cast evenly among the remaining nominees for its class. StockholdersWe urge stockholders who intend to cumulate their votes for any nominee are urged to read the instructions on the proxy card and to indicate the manner in whichhow votes shall be cumulated in the space to the right of the applicable nominee name on the proxy card. The five nominees from each class who receive the greatest number of votes will be elected directors. If one or more of the nominees becomes unavailable for election, the Proxy Committee (described below) will cast votes under the authority granted by the enclosed proxy for any substitute or other nominee as the Board of Directors may designate. If proxies are signed and returned but no instructions are indicated on the proxies, the proxies represented by the Class A Voting Common Stock will be voted in favor offor the five nominees specified in this Proxy Statement as Class A nominees, with the votes being cast evenly among each of the Class A nominees, and the proxies represented by the Class B Voting Common Stock will be voted in favorfor the The Board has fixed March 25, 2022 as the record date to determine the stockholders entitled to receive notice of and to vote at the Meeting. At the close of business on that date, Farmer Mac had 1,030,780 shares of Class A Voting Common Stock outstanding and 500,301 shares of Class B Voting Common Stock outstanding, which together constitute the only shares of Farmer Mac’s outstanding capital stock entitled to vote at the Meeting. See “Stock Ownership of Directors, Director Nominees, Named Executive Officers, and Certain Beneficial Owners—Principal Holders of Voting Common Stock.” Voting Rights Record Date Voting GENERAL iNFORMATiON


3 five nominees specified in this Proxy Statement as Class B nominees, with the votes being cast evenly among each of the Class B nominees.

The election of directors shall be decided by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election of each class of directors. Votes to withhold from all nominees and broker non-votes (as defined below) will have no effect onnot affect the outcome of the vote of Proposal 1.

Proposals 2 and 3

Other than the election of directors, the Class A Holders and Class B Holders vote together as a single class on any matter submitted to a vote of the holders of Voting Common Stock. The affirmative vote of a majority of the votes cast by the holders of shares of Farmer Mac'sMac’s Voting Common Stock entitled to vote and represented in person or by proxy at the Meeting is required for the approval of Proposals 2 and 3. Farmer Mac'sMac’s Amended and Restated By-Laws (the "By-Laws"(“By-Laws”) provide that "votes cast"“votes cast” do not include abstentions and broker non-votes (as defined below).

Shares of Voting Common Stock represented by proxies marked "Abstain"“Abstain” for any proposal presented at the Meeting (other than Proposal 1 for the election of directors) will be counted for purposes of determiningto determine the presence of a quorum, but will not be voted for or against suchthe proposal. Abstentions will have no effect onnot affect the outcome of the vote of Proposals 2 or 3.

If a holder of Voting Common Stock holds shares through an account with a bank or broker, the voting of the shares by the bank or broker when the holder does not provide voting instructions is governed by the rules of the New York Stock Exchange ("NYSE"(“NYSE”), which allow banks and brokers to vote shares in their discretion on "routine"“routine” matters for which their customers do not provide voting instructions. On mattersmat- ters considered "non-routine,"“non-routine,” banks and brokers may not vote shares without a customer'scustomer’s instructions. A "broker non-vote"“broker non-vote” occurs when a bank or broker holding the shares has not received voting instructions from its customer and either chooses not to vote those shares on a routine matter at a stockholders'stockholders’ meeting, or is not permitted to vote those shares because a proposal is considered a non-routine matter. Broker non-votes will be counted as shares present at the Meeting for purposes of determiningto determine whether a quorum is present, but will not be voted for or against the related proposal.

The ratification of PricewaterhouseCoopers LLP as Farmer Mac's independentMac’s inde- pendent auditor for fiscal year 20162022 is considered a routine matter. Accordingly,Thus, banks and brokers may vote shares on Proposal 2 if they have not received a customer'scustomer’s instructions, and there generally will be no broker non-votes on this proposal unless a bank or broker chooses not to vote shares on Proposal 2.


2



All other proposals in this Proxy Statement are considered "non-routine" matters, so stockholders must provide their banks or brokers with instructions on how to vote for their shares to be voted. Broker non-votes will have no effect on the outcome of the vote on Proposal 3 because broker non-votes will not be considered as "votes cast."

Proxy Procedure
Any holder of Voting Common Stock who is unable to attend the Meeting in person will be afforded the right to vote by means ofthrough the proxy solicited by the Board of Directors.Board. When a proxy is returned properly completed and signed, the shares it represents must be voted by the Proxy Committee (described below) as directed by the stockholder.stock- holder. If you sign and return your proxy card but do not specify how you want your shares voted, they will be voted as recommended by the Board. Stockholders are urgedWe urge stockholders to specify their choices by marking the appropriate boxes on the enclosed proxy card.

Execution of a proxy will not prevent a stockholder from attending the Meeting, revoking a previously submitted proxy, and voting in person. Any stockholder who gives a proxy may revoke it at any time before it is voted by notifying Farmer Mac'sMac’s Secretary in writing on a date later than the date of the proxy, by submitting a later dated proxy, or by voting in person at the Meeting. Mere attendance at the Meeting, however, will not constitute revocation of a proxy. Written notices revoking a proxy should be sent to Farmer Mac'sMac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006.
The Proxy Committee is composedconsists of three executive officers of Farmer Mac – Timothy L. Buzby, R. Dale Lynch, and Stephen P. Mullery, Bradford T. Nordholm, and Aparna Ramesh – and will vote all shares of Voting Common Stock represented by proxiesprox- ies signed and returned by stockholders in the manner specified. The Proxy Committee will also vote the shares represented by proxies in accordance with its members'members’ best judgment on any matters not known at the timewhen this Proxy Statement was printed that may properly be presented for action at the Meeting. All other proposals in this Proxy Statement are considered “non- routine” matters, so stockholders must provide their banks or brokers with instructions on how to vote for their shares to be voted. Broker non-votes will not affect the outcome of the vote on Proposal 3 because broker non-votes will not be considered as “votes cast.” Proxy Procedure GENERAL iNFORMATiON




4 CORPORATE GOVERNANCE MATTERS

Director Independence
CORPORATE GOVERNANCE MATTERS The Board of Directors has adopted a formal set of standards to form the basis for determinations of director independence prescribed by NYSE listing requirements. To be considered "independent" for purposes of“independent” under these standards, the Board must affirmatively determine that a director does not have a material relationship with Farmer Mac or any of its affiliates (as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended, or the "Securities Act"“Securities Act”) other than as a director of Farmer Mac, either directly or as a partner, stockholder, or officer of an organization that has a relationshiprela- tionship with Farmer Mac. The Board broadly considers all relevant facts and circumstances in making an independence determination, includinginclud- ing the following criteria, as well as the guidance under the NYSE listing standards and any other factors that the Board may deem relevant, in determining whether a director lacks a material relationship with Farmer Mac and therefore is "independent"“independent”:
(a)the director is not, and has not been during the preceding three years, an employee of Farmer Mac, and the director has no immediate family member who is, or has been during the preceding three years, an executive officer of Farmer Mac;

(b)the director has not received, and has no immediate family member who has received, more than $120,000 in direct compensation from Farmer Mac during any twelve-month period within the preceding three years, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

(c) (a) the director is not, and has not been during the preceding three years, an employee of Farmer Mac, and the director has no im- mediate family member who is, or has been during the preceding three years, an executive officer of Farmer Mac; (b) the director has not received, and has no immediate family mem- ber who has received, more than $120,000 in direct compensa- tion from Farmer Mac during any twelve-month period within the preceding three years, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on con- tinued service); (c) the director is not currently an employee of, and has no immediate family member who is a current partner or executive officer of, any entity that has made payments to, or received payments from, Farmer Mac for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of (i) $1 million and (ii) 2% of such other entity's consolidated gross revenues;

(d)(i) the director is not a current partner or employee of a firm that is Farmer Mac's internal or external auditor; (ii) the director has no immediate family member who is a current partner of such a firm; (iii) the director has no immediate family member who is a current employee of such a firm and personally works on Farmer Mac's audit; and (iv) the director or an immediate family member was not within the last three years a partner or employee of such a firm and did not personally work on Farmer Mac's audit within that time;


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(e)the director or an immediate family member is not, and has not been during the preceding three years, employed as an executive officer of another company where any of Farmer Mac's present executive officers at the same time serves or served on that company's compensation committee;

(f)the director is not, and has not been during any of the preceding three fiscal years, affiliated with a tax-exempt organization that received within the preceding three years contributions from Farmer Mac that exceeded in any single fiscal year the greater of (i) $1 million and (ii) 2% of such other organization's consolidated gross revenues;

(g)the director is not an officer, partner, or employee of, and has no immediate family member who is an officer or partner of, any entity (or affiliate thereof) that (i) is doing business with Farmer Mac (which, for these purposes, includes the origination, or sale to Farmer Mac, of any loans or securities that are currently (A) held on Farmer Mac's balance sheet or (B) off-balance sheet obligations of Farmer Mac), or (ii) holds 5% or greater of Farmer Mac's Class A or Class B Voting Common Stock;

(h)the director does not hold, and is not a candidate to hold, an elected office of the Federal government;

(i)the director is not an employee of the Federal government who either is in a position to oversee Farmer Mac's business or is employed by an agency that oversees Farmer Mac's business; and

(j)the director does not have any other relationships, not described in (a) through (i), with Farmer Mac or the members of management of Farmer Mac or other activities that the Board has determined to be material.
For purposes of the foregoinglast three fiscal years, exceeds the greater of (i) $1 million and (ii) 2% of such other entity’s consolidated gross revenues; (d) (i) the director is not a current partner or employee of a firm that is Farmer Mac’s internal or external auditor; (ii) the director has no immediate family member who is a current partner of such a firm; (iii) the director has no immediate family member who is a current employee of such a firm and personally works on Farmer Mac’s audit; and (iv) the director or an immediate family member was not within the last three years a partner or employee of such a firm and did not personally work on Farmer Mac’s audit within that time; (e) the director or an immediate family member is not, and has not been during the preceding three years, employed as an executive officer of another company where any of Farmer Mac’s present executive officers at the same time serves or served on that com- pany’s compensation committee; (f) the director is not, and has not been during any of the preced- ing three fiscal years, affiliated with a tax-exempt organization that received within the preceding three years contributions from Farmer Mac that exceeded in any single fiscal year the greater of (i) $1 million and (ii) 2% of such other organization’s consolidated gross revenues; (g) the director is not an officer, partner, or employee of, and has no immediate family member who is an officer or partner of, any entity (or affiliate thereof) that (i) is doing business with Farmer Mac (which, for these purposes, includes the origination, or sale to Farmer Mac, of any loans or securities that are currently (A) held on Farmer Mac’s balance sheet or (B) off-balance sheet obliga- tions of Farmer Mac), or (ii) holds 5% or greater of Farmer Mac’s Class A or Class B Voting Common Stock; (h) the director does not hold, and is not a candidate to hold, an elected office of the Federal government; (i) the director is not an employee of the Federal government who either is in a position to oversee Farmer Mac’s business or is employed by an agency that oversees Farmer Mac’s business; and (j) the director does not have any other relationships, not described in (a) through (i), with Farmer Mac or the members of management of Farmer Mac that the Board has determined to be material. Under these independence criteria, the term "immediate“immediate family member"mem- ber” includes a person'sperson’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law,sisters- in-law, and anyone (other than domestic employees) who shares the person'sperson’s home.

The These independence criteria set forth above are included in Farmer Mac'sMac’s Corporate Governance Guidelines available on Farmer Mac'sMac’s website, www.farmermac.com, in the "Corporate Governance"“Corporate Governance” portion of the "Investors"“Investors” section. These criteria meet or exceed all standards for director independence under applicable rules of the Securities and Exchange Commission (the "SEC"(“SEC”) and NYSE. Director independence


 

In March 2016,2022, the Board considered all direct and indirect transactionstransac- tions and relationships between each director or director nominee (either directly or as a partner, stockholder, officer, director, or employee of, or other signif- icant relationship with, an entity that has a relationship with Farmer Mac) and Farmer Mac and its management to determine whether any of those transactions or relationships were inconsistent with a determinationdeter- mination that the director or director nominee is independent. As a result of its review, the Board affirmatively determined that each of the following current directors meets the criteria for director independence set forth above and therefore,thus is independent: Dennis L. Brack, Chester J. Culver, Richard H. Davidson, Everett M. Dobrinski, James R. Engebretsen, Dennis A. Everson, Sara L. Faivre-Davis, Douglas L. Flory,Faivre, Amy H. Gales, Mitchell A. Johnson, Lowell L. Junkins, Clark B. Maxwell, James B. McElroy, Bruce J. Sherrick, andEric T. McKissack, Robert G. Sexton, Charles A. Stones, Roy H. Tiarks, Todd P. Ware, Myles J. Watts. DuringWatts, and LaJuana S. Wilcher. In March 2021, the Board undertook the same review the Board determined that Thomas W. Hill and Douglas E. Wilhelm were not independent because they are each currently a party to a services agreement with an entity that holds more than 5% of Farmer Mac's Class B Voting Common Stock, under which each of them serves as an employee of the related stockholder. The Board also affirmatively determined that former director nominee Douglas A. Felton meetsDaniel L. Shaw met the criteria for director independence set forth above and therefore, isthus was independent.

In determining that each of the current directors other than Messrs. Hill and Wilhelm is independent of Farmer Mac,making its independence determinations, the Board considered that because financial institutions are required to own Voting Common Stock to participate in some of Farmer Mac'sMac’s programs, transactions often occur in the ordinary course of business between Farmer Mac and companies or other entities at which some of the current directors or director nominees are or have been officers or directors. In particular,particu- lar, the Board evaluated for each of Messrs. Brack, Sexton, and EversonWare all transactions between Farmer Mac and the company where each serves as a director. Those transactions included salesincluded: (i) purchases by Farmer Mac of qualified agricultural mortgage loans and rural utilities loans (and participation interests in each); (ii) entering into long-term standby commitments to purchase qualified loans by Farmer Mac; (iii) purchases by Farmer Mac of USDA-guaranteed portions of loans; (iv) purchases and guaranteeguarantees of AgVantage securities by Farmer Mac secured by rural utilities loans; and long-term standby purchase commitment transactions, as well as(v) the annual amount of guarantee and commitment fees paid to Farmer Mac by thatthe related company and any servicing or other fees received by that company from Farmer Mac. In each case, the transactions had terms and conditions comparable to those applicable to entities unaffiliated with Farmer Mac. The Board affirmatively determined that none of the relationships were material for purposes ofunder the independence criteria. For additionalmore information about transactionstrans- actions between Farmer Mac and entities affiliated with its current directors, see "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Related Party Transactions"Transactions” and Note 3 in Farmer Mac'sMac’s Annual Report on Form 10-K for the year ended December 31, 2015.

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2021 filed with the SEC on February 28, 2022. Board of Directors Meetings and Committees
In 2015, the The Board of Directors held a total of eight meetings.8 meetings in 2021. Each member of the Board attended 75% or more of the aggregate number of Board meetings and meetings of the committees on which he or she served during 2015. As Chairman2021. All members of the Board Lowell L. Junkinsare expected to attend the Meet- ing, which is held along with a regularly scheduled meeting of the Board. All current members of the Board attended the 2021 Annual Meeting of Stockholders virtually. The Board Chair generally presides over all meetings of the Board, of Directors, including regularly scheduled executiveexecu- tive sessions of the Board in which members of management do not participate. All membersFarmer Mac’s Corporate Governance Guidelines provide that the Board Chair or the majority of the Board may designate any other director to preside over executive sessions of Directors are expected to attend the Annual Meeting of Stockholders, which is held in conjunction with a regularly scheduled meeting of the Board of Directors. All current members of the Board of Directors attended the 2015 Annual Meeting of Stockholders.
non-management directors. The Board currently has seveneight standing committees to assisthelp the Board in performingperform its responsibilities: Audit Committee, Compensation Committee, Corporate Governance Committee, Credit and Business DevelopmentRisk Committee, FinanceEnterprise Risk Committee, Financial Risk Committee, Public Policy and Corporate Social Responsibility Committee, and RiskStrategy and Business Develop- ment Committee. Each director serves on at least two committees. The Board also has anforms ad hoc Diversity Committee that meets on an as needed basis and is comprised of the following members: Sara L. Faivre-Davis, Mitchell A. Johnson, Lowell L. Junkins, and Myles J. Watts.committees from time to time. CORPORATE GOVERNANCE MATTERS 5



The following table sets forthshows the standing committees on which each current member of the Board serves:

AuditCompensationCorporate GovernanceCredit and Business DevelopmentFinancePublic PolicyRisk
BrackX (Chair)XX
CulverXX (Chair)X
DavidsonX (Chair)XX
EngebretsenXX (Chair)X
EversonXX (Chair)X
Faivre-DavisXXXX
FloryXX
HillXX
JohnsonXX
JunkinsXX (Chair)X
MaxwellXXX
McElroyXXX
SherrickXXX
WattsXXX (Chair)
WilhelmXX

Audit Compensation Corporate Governance Credit Risk Enterprise Risk Financial Risk Public Policy and Corporate Social Responsibility Strategy and Business Development Brack C l l Davidson C l l Dobrinski l l l Engebretsen l l C Faivre l l C Gales l C l Johnson l l Junkins C l l McKissack l l l Sexton l l l Stones l l l Tiarks l l l Ware l l l Watts l C l Wilcher l l C l Member C Chair See "Class“Class A Nominees," "Class” “Class B Nominees," and "Directors“Directors Appointed by the President of the United States"States” under "Proposal“Proposal 1: Election of Directors—Information about Nominees for Directors"Directors” for more information about the current members of the Board who are standing for re-election at the Meeting. CORPORATE GOVERNANCE MATTERS 6




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The following table sets forthsummarizes the key responsibilities of each standing Board committee, as well as the number of meetings each committee held during 2015:
Name of Board CommitteeNumber of Meetings Held in 2015Key Committee Responsibilities
Audit7Engages an independent auditor to audit the financial statements and internal control over financial reporting of Farmer Mac; approves any non-audit services by this independent auditor; reviews the scope of audits as recommended by the independent auditor and Farmer Mac's2021: Name of Board Committee Number of Meetings Held in 2021 Key Committee Responsibilities Audit 9 Engages an independent auditor to audit the financial statements and internal control over financial reporting of Farmer Mac; approves any non-audit services by this independent auditor; reviews the scope of audits as recommended by the independent auditor and Farmer Mac’s internal audit function; and assists the Board in overseeing the integrity of financial statements and legal and compliance requirements
Compensation5Approves and/or makes recommendations to the Board of Directors on compensation and benefit plans of all directors and executive officers
Corporate Governance7Recommends nominees for election to the Board of Directors; reviews and approves corporate governance policies and corporate governance guidelines; resolves conflicts of interest; and exercises certain powers of the Board of Directors during the intervals between meetings of the Board
Credit and Business Development5
Makes recommendations to the Board of Directors on credit matters;
reviews and approves all policy matters relating to changes to Farmer Mac's credit, collateral valuation, underwriting, and loan diversification standards; develops and monitors Farmer Mac's lines of business and marketing plan; and makes recommendations to the Board of Directors about new business initiatives and related products
Finance6Determines Farmer Mac's financial policies and oversees its financial affairs
Public Policy5Considers matters of public policy related to Farmer Mac's business, including Farmer Mac's relationship with and policies regarding borrowers, Congress, and governmental agencies
Risk5Oversees Farmer Mac's enterprise-wide risk management framework and risk across Farmer Mac as a whole and across all risk types; assists Board of Directors and Farmer Mac's executive officers to identify, evaluate, monitor, and manage or mitigate risks related to Farmer Mac's business


Each of these standing Committees oversees aspects of Farmer Mac's enterprise risk management as described below. See "Proposal 1: Election of Directors" for more information about the Corporate Governance Committee. See "Executive Compensation Governance" for more information about the Compensation Committee. See "Report of the Audit Committee" and "Proposal 2: Selection of Independent Auditor" for more information about the Audit Committee. See "Enterprise Risk Management" for more information about the Risk Committee.

Enterprise Risk Management
Farmer Mac's executive officers have the primary responsibility for managing the risks associated with Farmer Mac's business, including strategic, operational, financial, credit, liquidity and funding, market, security, legal or regulatory, technology, reputational, political, and emerging and other risks. The Board of Directors currently oversees Farmer Mac's enterprise risk primarily through the Risk Committee and the delegation of specific areas of risk by the Board of Directors to the other Board committees, as well as through Farmer Mac's internal audit and internal credit review functions.

The Risk Committee assists the Board in overseeing the adequacyintegrity of financial statements and legal and compliance requirements Compensation 6 Approves and/or makes recommendations to the Board on compensation and benefit plans for Farmer Mac'sMac’s directors and designated executive officers Corporate Governance 9 Recommends nominees for election to the Board; reviews and approves corporate governance policies and corporate governance guidelines; reviews reports on processes and procedures established to support and monitor compliance with Farmer Mac’s code of business conduct and ethics and related corporate policies; resolves conflicts of interest; and exercises certain powers of the Board during the intervals between meetings of the Board Credit Risk 6 Oversees all policy matters relating to changes to Farmer Mac’s credit, collateral valuation, underwrit- ing, and loan diversification standards; makes recommendations to the Board on credit matters Enterprise Risk 6 Oversees Farmer Mac’s enterprise-wide risk management framework including the strategies, policies, procedures, and processes established by the Board and Farmer Mac's executive officers to identify, evaluate, monitor, and manage or mitigate major risks both in Farmer Mac's business and facing Farmer Mac from external sources. The Risk Committee also assists the Board in overseeing risk across Farmer Mac as a whole and across all risk areas,types; assists the Board and Farmer Mac’s executive officers to identify, evaluate, monitor, and manage or mitigate internal and external risks related to Farmer Mac’s business Financial Risk 6 Determines Farmer Mac’s financial policies and oversees its financial affairs Public Policy and Corporate Social Responsibility 5 Considers matters of public policy related to Farmer Mac’s business, including Farmer Mac’s relation- ship with and policies regarding borrowers, Congress, and governmental agencies; oversees policy matters relating to corporate social responsibility, including diversity, equity, and inclusion Strategy and Business Development 5 Oversees and makes recommendations to the Board on Farmer Mac’s overall business strategy, the development and monitoring of Farmer Mac’s lines of business, and the marketing strategies for Farmer Mac’s products and services; monitors Farmer Mac’s success in conjunctionaccomplishing business development goals in its business plan Each of these standing Committees oversees aspects of Farmer Mac’s enterprise risk management as described below. See “Proposal 1: Election of Directors” for more information about the Corporate Governance Committee. See “Executive Compensation Governance” for more information about the Compensation Committee. See “Report of the Audit Committee” and “Proposal 2: Selection of Independent Auditor” for more information about the Audit Committee. See “Enterprise Risk Management” for more information about the Enterprise Risk Committee. CORPORATE GOVERNANCE MATTERS 7


committees in accordance with the allocation of risk oversight reflected in the charter of each committee. The other Board committees report on significant risks identified within their jurisdictions to the Enterprise Risk Committee, and the Enterprise Risk Committee provides a report on any identified risks to the full Board at each Board meeting. Farmer Mac’s Enterprise Risk Officer regularly reports to the Board and the Enterprise Risk Committee regarding the enterprise-wide risk manage- ment program and conducts Board training sessions and facilitates discussions on risk-related topics and best practices. Farmer Mac’s Enterprise Risk Officer is also responsible for assisting Farmer Mac’s executive officers to develop and monitor a risk management program, policies, procedures, and controls in the context of Farmer Mac’s stra- tegic objectives and to identify, monitor, and report any current and emerging risks. Farmer Mac’s Enterprise Risk Officer also has a report- ing line to the Enterprise Risk Committee and regularly updates that oversee specific risk-related issuescommittee on discussions with management and areas, and in managing the division of risk-related responsibilities to these other Board committees. Thecom- mittees about Farmer Mac’s risk management program and any current and emerging risks, risk management issues, or compliance concerns. Farmer Mac’s compliance function manages Farmer Mac’s policies and procedures framework, operates the compliance program, and conducts compliance risk assessments to identify key compliance risks. Farmer Mac’s internal audit function annually compiles an enterprisea risk assessment and, under the oversight of the Audit Committee, conducts periodic audits of each of the various risk areas within Farmer Mac at least once every three years. The internal credit review function provides an independent assessment of credit risk

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reporting and reports directly to the Credit and Business DevelopmentRisk Committee. The committees report onBoard oversees the risk management function of Farmer Mac and has established, maintained and periodically updated Farmer Mac’s enterprise-wide risk management program. Farmer Mac’s executive officers have the primary responsibility for identifying, measuring, man- aging, and reporting the risks within their respective jurisdictions toassociated with Farmer Mac’s business, including strategic, operational, financial, credit, liquidity and funding, market, cybersecurity, human capital, legal or regulatory, compliance, technology, third party, reputational, political, and emerging and other risks. The Board currently oversees Farmer Mac’s enterprise risk through the Enterprise Risk Committee and the delegation of specific areas of risk by the Board to the other Board committees, as well as through Farmer Mac’s Enterprise Risk Officer and the compliance, internal audit, and internal credit review functions. The Enterprise Risk Committee provides a reportassists the Board to oversee the ade- quacy and design of Farmer Mac’s enterprise-wide risk management program, including the strategies, policies, procedures, and process- es established by the Board and Farmer Mac’s executive officers to identify, evaluate, monitor, and manage or mitigate major risks both in Farmer Mac’s business and facing Farmer Mac from external sources. The Enterprise Risk Committee periodically assesses management’s implementation of the enterprise-wide risk management program, recommends improvements and adjustments to the fullrisk management program in accordance with the evolution, growth, and development of Farmer Mac’s business, capital structure, risk allocation, complexi- ty, and industry best practices. The Enterprise Risk Committee assists the Board at eachto oversee risk across Farmer Mac as a whole and across all risk areas, and to oversee the mapping and allocation of certain specific risk-related oversight responsibilities to the appropriate Board meeting.

Enterprise Risk Management The following table describessummarizes the various risks thatkey risk areas overseen by each Board committee oversees:
Name of Board CommitteeRisks Overseen by Board Committee
Auditcommittee: Name of Board Committee Risks Overseen by Board Committee Audit Financial reporting and accounting practices of Farmer Mac, as well as oversight of whistleblower complaints, allegations of fraud, data integrity, business continuity planning, and regulatory compliance
CompensationAlignment of Farmer Mac's compensation policies and plans with its overall risk tolerance, as well as oversight of all human resources issues such as employee benefits, employee development and retention, and staff turnover
Corporate GovernanceGovernance policies of Farmer Mac and compliance with Farmer Mac's code of business conduct and ethics
Credit and Business DevelopmentCredit risks related to Farmer Mac's business, including credit underwriting, loan servicing, documentation, and counterparty risk; customer reputational risks and risks related to the development and maintenance of Farmer Mac's customer relationships
FinanceFarmer Mac's finance-related risk, including asset and liability management, compliance with the Board's capital adequacy, investment, and interest rate risk policies, funding risk, changes in asset values, investment quality, and liquidity
Public PolicyFarmer Mac's exposure to political and regulatory risks
RiskFarmer Mac's overall enterprise-wide risk management framework, risk governance structure, security breaches, risk assessment and management practices, and risk tolerance and risk appetite levels

Code of Business Conduct and Ethics
Farmer Mac, has adopted aas well as primary oversight of whistleblower complaints related to accounting and auditing matters, allegations of fraud, and regulatory compliance Compensation Alignment of Farmer Mac’s compensation policies and plans with its overall risk tolerance, as well as oversight of all human resources issues such as employee benefits, employee development and retention, and staff turnover Corporate Governance Governance policies of Farmer Mac and compliance with Farmer Mac’s code of business conduct and ethics (the "Code") that appliesand related corporate policies Credit Risk Credit risks related to all directors, officers, employees,Farmer Mac’s business, including credit underwriting, loan servicing, loan documentation, and agentscounterparty risk Enterprise Risk Farmer Mac’s overall enterprise-wide risk management program, risk governance structure, cybersecurity, security breaches, data governance, business continuity planning, model risk assessment, risk governance and management practices, and risk tolerance and risk appetite levels Financial Risk Farmer Mac’s finance-related risks, including asset and liability management, funding risk, changes in asset values, investment quality, liquidity risk, and compliance with the Board’s capital adequacy, investment, and interest rate risk policies Public Policy and Corporate Social Responsibility Farmer Mac’s exposure to political, regulatory, and reputational risks Strategy and Business Development Farmer Mac’s exposure to customer reputational risks, risks related to the development and maintenance of Farmer Mac, including Farmer Mac's principal executive officer, principal financial officer,Mac’s customer relationships, and principal accounting officer. The Code was most recently amended in April 2014. A copy of the Code is available on Farmer Mac's website, www.farmermac.com, in the "Corporate Governance" portion of the "Investors" section. Farmer Mac will post any amendment to, or waiver from, a provision of the Code in that same location on its website. A print copy of the Code is available free of charge upon written request to Farmer Mac's Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006.strategic execution risk CORPORATE GOVERNANCE MATTERS 8

Stockholder Proposals


 
Each year, at the annual meeting, the Board of Directors submits to the stockholders its recommended nominees for election as directors. In addition, the Audit Committee's selection of an independent auditor for the year is submitted for stockholder ratification at each annual meeting in accordance with Farmer Mac's By-Laws. The Board of Directors may, upon proper notice, also present other matters to the stockholders for action at an annual meeting, including presenting for a vote the approval, on an advisory basis, of the compensation of Farmer Mac's named executive officers. In addition to those matters presented by the Board of Directors, the stockholders may be asked to act at an annual meeting upon proposals timely submitted by eligible holders of Voting Common Stock.

Under Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), proposals of stockholders to be presented at the Meeting were required to be received by Farmer Mac's Secretary on or before December 26, 2015 for inclusion in this Proxy Statement and the accompanying proxy card. Other than the election of ten members to the Board of Directors, the ratification of the appointment of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for fiscal year 2016, and the approval, on an advisory basis, of the compensation of Farmer Mac's named executive officers disclosed in this Proxy Statement, the Board of Directors knows of no other matters to be presented for action at the Meeting. If any other matters not known at the time this Proxy Statement was printed are properly brought before the Meeting or any adjournment or postponement of the Meeting, the Proxy Committee intends to vote proxies in accordance with its members' best judgment.

Only proper proposals under Rule 14a-8 under the Exchange Act that are timely received will be included in the Proxy Statement and related proxy card for Farmer Mac's 2017Mac’s 2023 Annual Meeting of Stockholders. If any stockholder eligible to do so intends to presentpres- ent a proposal for consideration at Farmer Mac's 2017Mac’s 2023 Annual MeetingMeet- ing of Stockholders under Rule 14a-8 under the Exchange Act, Farmer Mac'sMac’s Secretary must receive the proposal on or before December 2, 201622, 2022 to be considered for inclusion

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in the 20172023 Proxy Statement. Proposals should be sent to Farmer Mac'sMac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006.

The By-Laws currently provide that stockholders who seek to bring other business before a meeting of stockholders, other than the election of directors, generally must provide notice of that intent not earlier than 120 calendarcalen- dar days nor later than 90 calendar days prior tobefore the first anniversary of the immediately preceding year'syear’s annual meeting of stockholders, and, in suchthat notice, provide Farmer Mac with relevant information about the proposal. Any stockholder proposal received by Farmer Mac'sMac’s Secretary before January 5, 201719, 2023 or after February 4, 201718, 2023 will be considered untimely and, if presented at the 20172023 Annual Meeting of Stockholders,Stockhold- ers, the Proxy Committee, as then constituted, will have the right to exercise discretionary voting authority on that proposal to the extent authorized by Rule 14a-4(c) under the Exchange Act.
For information about stockholders'stockholders’ nominations of individuals to stand for election as a director at an annual meeting, see "Proposal“Proposal 1: Election of Directors."

Directors—Stockholder Director Nominations.” Communications with the Board
Stockholders and other interested parties may communicate directly with members of the Board of Directors by writing to them at Federal Agricultural Mortgage Corporation, 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006. Code of Business Conduct and Ethics Stockholder Proposals Farmer Mac has adopted a code of business conduct and ethics (“Code of Conduct”) that applies to all directors, officers, employ- ees, and agents of Farmer Mac, including Farmer Mac’s principal executive officer, principal financial officer, principal accounting officer, and other senior financial officers. The Code of Conduct was most recently amended in May 2021. A copy of the Code of Conduct is available on Farmer Mac’s website, www.farmermac.com, in the “Corporate Governance” portion of the “Investors” section. Farmer Mac will post any amendment to, or waiver from, a provision of the Code of Conduct in that same location on its website. A print copy of the Code of Conduct is available free of charge upon written request to Farmer Mac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006. Each year, at the annual meeting, the Board submits to the stock- holders its recommended nominees for election as directors. The Audit Committee’s selection of an independent auditor for the year is also submitted for stockholder ratification at each annual meeting in accordance with Farmer Mac’s By-Laws. The Board may, upon proper notice, also present other matters to the stockholders for action at an annual meeting, including presenting proposals such as those in this Proxy Statement for the approval, on an advisory basis, of the com- pensation of Farmer Mac’s named executive officers. Besides those matters presented by the Board, the stockholders may be asked to act at an annual meeting upon proposals timely submitted by eligible holders of Voting Common Stock. Under Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), proposals of stockholders to be presented at the Meeting were required to be received by Farmer Mac’s Secretary on or before December 6, 2021 for inclusion in this Proxy Statement and the accompanying proxy card. Other than the election of ten members to the Board, the ratification of the appointment of PricewaterhouseCoopers LLP as Farmer Mac’s independent auditor for fiscal year 2022, and the approval, on an advisory basis, of the compensation of Farmer Mac’s named executive officers disclosed in this Proxy Statement, the Board knows of no other matters to be presented for action at the Meeting. If any other matters not known when this Proxy Statement was printed are properly brought before the Meeting or any adjournment or postponement of the Meeting, the Proxy Committee intends to vote proxies in accordance with its members’ best judgment. CORPORATE GOVERNANCE MATTERS 9




PROPOSAL 1:
ELECTION OF DIRECTORS

Board Structure

The ActFarmer Mac’s charter provides that five of Farmer Mac'sMac’s directors are elected by the Class A Holders and that five directors are elected by the Class B Holders. At the Meeting, ten directors will be elected for one-year terms. All five of the Class A nominees and fourall five of the five Class B nominees currently are members of the Board of Directors. Class B nominee Douglas A. Felton is the only nominee who does not currently serve on Farmer Mac's Board of Directors.are stand- ing for re-election. The directors elected by the Class A Holders and the Class B Holders at the Meeting will hold office until Farmer Mac's 2017Mac’s 2023 Annual Meeting of Stockholders, or until their respective successorssucces- sors have been duly elected and qualified.
The Act furthercharter also provides that the President of the United States appoints five members to the Board of Directors with the advice and consent of the United States Senate (the "Appointed Members"(“Appointed Members”). The AppointedAppoint- ed Members serve at the pleasure of the President of the United States. TheStates, who also designates one of the Appointed Members as the Board of Directors, afterChair. After the election at the Meeting, the Board will consist of the five Appointed Members named under "—“—Information about Nominees for Directors—Directors Appointed by the President of the United States"States” below (or such other Appointed Members aswho may be appointed by the President and confirmed by the Senate between March 17, 201629, 2022 and May 5, 2016)19, 2022) and the ten members who are elected by the holders of Farmer Mac'sMac’s Voting Common Stock.

PROPOSAL 1: ELECTION OF DIRECTORS Selection of Director Nominees by Board

Board Structure The Corporate Governance Committee facilitates the selection of director nominees. Farmer Mac'sMac’s By-Laws require the Corporate Governance Committee to be comprisedconsist of two Appointed Members (one of whom serves as the chairmanchair of the Corporate Governance Committee), two directors who have been elected by the holders of the Class A Voting Common Stock, and two directors who have been elected by the holders of the Class B Voting Common Stock. The Corporate Governance Committee Charter requires that both the Board Chair and the Board Vice Chair serve on the Corporate Governance Committee as long as each is determined to be “independent” under the independence criteria in Farmer Mac’s Corporate Governance Guidelines. The current members of the Corporate Governance Committee are: Appointed Members Junkins (chairman of the Corporate Governance Committee)(chair) and Watts;Wilcher; Class A directors Brack and Engebretsen;Ware; and Class B directors Davidson and McElroy.Dobrinski. As described in more detail under "Corporate“Corporate Governance Matters—Director Independence," the Board has determined that all of the current members of the Corporate Governance Committee are "independent"“independent” as defined under Farmer Mac'sMac’s Corporate Governance Guidelines, which prescribe independence criteria that meet or exceed all standards for director independence under applicable SEC and NYSE rules. The Corporate Governance Committee Charter and Farmer Mac'sMac’s Corporate Governance Guidelines are available on Farmer Mac'sMac’s website, www.farmermac.com, in the "Corporate Governance"“Corporate Governance” portion of the "Investors"“Investors” section. Print copies of the Corporate Governance Committee Charter and Farmer Mac'sMac’s Corporate Governance Guidelines are available free of charge upon written request to Farmer Mac'sMac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006.

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In identifying and evaluating potential director candidates, the Corporate Governance Committee adheres to the criteria set forth in the By-Laws and the Corporate Governance Guidelines, as well as a policy statement on directors adopted by the Board that expresses the general principlesprinci- ples that should govern director selection and conduct. The Corporate Governance Committee annually reviews on an annual basis, the appropriate qualifications, skills, and characteristics required of Board members in the context of the composition of the Board as a whole at that point in time and in accordance with the criteria set forth in the By-Laws. The Corporate Governance Committee'sCommittee’s assessment includes a Board member'smember’s qualification as to independence,indepen- dence, as well as issues of judgment, skills (such as understanding of relevant technologies)industries, technologies, or disciplines), and financial expertise, all in the context of an assessment of the perceived needs related to the effective operation of the Board and its committees at that point in time. The Corporate Governance Committee strives to identify and retain as members of the Board individuals who have the qualities, businessbusi- ness background, and experience that will enable them to contribute significantly to the development of Farmer Mac'sMac’s business and its future success.

The Board has determined that its elected members should be comprised of individuals with a variety of business backgrounds and experiences who have a broad perspective and good record of accomplishment as senior members of agricultural, rural utility, or other relevant business entities; as agricultural, rural utilities,utility, or commercial lenders; as accountants or auditors; or as entrepreneurs. The Board has also determinedbelieves that talent, diversity, and inclusion are sources of pride for Farmer Mac and contribute to its strong financial performance for its stockholders and achievement of its mission in serving rural America. The Board believes that its membership should reflect diversity in the broadest sense, including diversity of race, gender, ethnicity, age, geography, background, gender, race and ethnicity, age, and experience and training from different disciplines and industries. PROPOSAL 1: ELECTiON OF DiRECTORS 10



11 In recommending a nominee for director, the Corporate Governance Committee also considers an individual'sindividual’s ability to represent objectivelyobjec- tively all of Farmer Mac'sMac’s stockholders, as well as his or her character,charac- ter, judgment, fairness, and overall ability to serve Farmer Mac. Thus, in addition tobesides considering the current needs of the Board and the quality of an individual'sindividual’s professional background and experience, the Corporate Governance Committee seeks individuals who:
Ÿ  have integrity, independence, an inquiring mind, an ability to work with others, good judgment, intellectual competence, and motivation;
Ÿ  have the willingness and ability to represent all stockholders' interests,stockholders’ inter- ests, and not just the particular stockholders that elect the director to serve on the Board;
Ÿ  have an awareness of, and a sensitivity to, the statutory mandate of Farmer Mac;
Ÿ  are willing to commit the necessary time and energy to prepare for and attend Board and committee meetings; and
Ÿ  are willing and have the ability to present their views and opinions in a forthright manner, but, upon the conclusion of deliberations, to act in the best interests of Farmer Mac and all of its stockholders, and, once a decision is reached by a majority, to support the decision.

The Corporate Governance Committee and the Board exercise judgmentjudg- ment in applying these factors to select director nominees.

In identifying potential candidates for the Board, the Corporate Governance Committee considers suggestions from Board members,mem- bers, management, stockholders, and others. From time to time, the Corporate Governance Committee may retain a search firm to assist in identifyinghelp identify potential candidates and gatheringgather information about the background and experience of those candidates. The Corporate Governance Committee will consider all proposed nominees, including stockholder nominees, in light of the qualifications discussed above and the assessed needs of the Board at the time.

The Corporate Governance Committee recommended five individuals to be considered for election as Class A nominees and five individuals to be considered for election as Class B nominees, and the Board of Directors has approved these recommendations. The individuals recommended by the Corporate Governance Committee are referred to collectively as the "Nominees."“Nominees.” The Nominees will stand for election to serve for terms of one year each, or until their respective successors are duly elected and qualified. All of theten Nominees other than Douglas A. Felton are current members of the Board standing for re-election. AgriBank, FCB, the holder of approximately 40.3% of the Class B Voting Common Stock, recommended to the Corporate Governance Committee that Richard H. Davidson and Roy H. Tiarks be renominated and that Douglas A. Felton be nominated for election to the Board of Directors.Board. CoBank, ACB, the holder (along with its wholly-owned subsidiary CoBank, FCB) of approximately 32.6% of the Class B Voting Common Stock, recommended to the Corporate Governance Committee that Thomas W. HillEverett M. Dobrinski and Douglas E. WilhelmAmy H. Gales be nominatedrenominated for re-election. Noelection to the Board. Farmer Mac did not pay any fees were paid to any director search firms or other third parties to assist in identifyinghelp identify and evaluatingevaluate the Nominees.


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Stockholder Director Nominations

Farmer Mac'sMac’s By-Laws contain, among other provisions, an advance notice of director nomination provision to provide a process for the delivery of timely and proper notices for stockholder nominations. The exclusive means by which eligible holders of Farmer Mac'sMac’s Class A and Class B Voting Common Stock may nominate an individual to stand for election to the Board at an annual meeting of stockholders are set forth in Farmer Mac'sMac’s By-Laws and summarized below.

Timely Notice.Notice. Stockholders seeking to nominate persons for election to the Board at an annual meeting of stockholders must deliver a timely and proper advance written notice to Farmer Mac, which generally must be received by Farmer Mac'sMac’s Secretary not earlier than 120 calendar days nor later than 90 calendar days prior tobefore the first anniversary of the immediately preceding year'syear’s annual meeting of stockholders. For the 20172023 Annual Meeting of Stockholders, Farmer Mac must receive written nominations submitted by the holders of Farmer Mac'sMac’s Voting Common Stock may submit written nominations on or after January 5, 2017 until19, 2023 through February 4, 201718, 2023, and those submissions shall be directed to Farmer Mac'sMac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006.

Proper Notice.Notice. For a stockholder'sstockholder’s advance notice of director nominationnomina- tion to be proper, it must be in proper written form.form and be accompanied by the documentation prescribed in “Nominee Eligibility” below. The content of the advance notice for director nomination must include specified representations from the stockholder and provide detailed information about, among other things, the nominating person, stock ownership and related filing obligations under the Exchange Act, each proposed nominee, and certain compensation arrangements.

Nominee Eligibility.Eligibility. Prospective director nominees must satisfy specified requirements to be eligible for nomination by a stockholder for election as a director, including requirements to deliver a written questionnaire prescribed by Farmer Mac about the background and qualifications of the proposed nominee and a written representationrepresenta- tion and agreement in the form prescribed by Farmer Mac. Farmer Mac’s Secretary will provide the forms of written questionnaire, rep- resentation, and agreement described in this paragraph upon written request by the stockholder. Farmer Mac’s Secretary must receive these completed documents within the timeframe specified in this section to be provided by Farmer Mac's Secretary upon written request. The By-Laws also provide that, at a minimum, a proposed nominee must:considered timely notice. Stockholder Director Nominations PROPOSAL 1: ELECTiON OF DiRECTORS



12 Ÿ  be a natural person over 21 years of age;
Ÿ  be a U.S. citizen (which includes a naturalized citizen);
Ÿ  be financially literate (i.e., able to read and understand financialfinan- cial statements and comprehend general financial concepts);
Ÿ  have some knowledge about one or more areas of Farmer Mac'sMac’s business;
Ÿ  not (i) have been convicted of any criminal offense involving dishonesty or a breach of trust, (ii) have been found to have violated any provision of the Act, any banking laws, or any federal or state securities laws, including but not limited to, the Securities Act or the Exchange Act, or (iii) had a professional license suspended or revoked; and
satisfy such other criteria for service as may be imposed by applicable law, including, but not limited to, the rules and regulations of the SEC and any national securities exchange where Farmer Mac's shares are listed or traded.

Please see Farmer Mac's By-Laws containing the provisions described above, filed as Exhibit 3.1 to the Current Report on Form 8-K filed by Farmer Mac on June 9, 2014 with the SEC.

Informationtrust; information about Nominees for Director
Each of the Nominees has consented to being named in this Proxy Statement and to serve if elected. Each of the Nominees has been principally employed in his or her current position for the past five years unless otherwise noted. If any of the ten Nominees named below is unable or unwilling to stand as a candidate for the office of director on the date of the Meeting or at any adjournment or postponement of the Meeting, the proxies received to vote for that Nominee will be voted for any substitute or other nominee as the Board of Directors may designate. The Board of Directors has no reason to believe that any of the Nominees will be unable or unwilling to serve if elected.

The Board of Directors unanimously recommends that Class A Holders and Class B Holders vote FOR all of the Nominees, as applicable, listed below for election as directors. Stockholders are encouraged to review Farmer Mac’s By-Laws containing the requirements described in this section, which were included as Exhibit 3.1 to Farmer Mac’s Current Report on Form 8-K filed with the SEC on May 12, 2020. PROPOSAL 1: ELECTiON OF DiRECTORS Ÿ  not have been found to have violated any provision of the Farm Credit Act of 1971, any banking laws, or any federal or state securities laws, including but not limited to, the Securities Act or the Exchange Act; Ÿ  not have had a professional license suspended or revoked; and Ÿ  satisfy such other criteria for service as may be imposed by applicable law, including, but not limited to, the rules and regulations of the SEC and any national securities exchange where Farmer Mac’s shares are listed or traded. The By-Laws provide that, at a minimum, a proposed nominee must:

Class A Nominees


 

13 DENNIS L. BRACK,, 63, 69, has been a member of the Board of Directors of Farmer Mac since June 7, 2001 and serves as chairmanchair of the Audit Committee and as a member of the Corporate Governance Committee and the Credit Risk Committee. Mr. Brack served as President and Chief Executive Officer of Bath State Bank in Bath, Indiana, from 1988 to 2007. He has remained as a director of Bath State Bank and is currently a director of the board of Bath State Bancorp, the holding company for the bank. He becameserved as a member of the board of directors of Franklin County Community Foundation in Brookville, Indiana, from 2007 until his retirement from the board in 20072016 and served as a member of their Investment Committeeits investment committee from 1999 to 2009. Mr. Brack has recently worked on the steering committees for Comprehensive

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Plan Development in both Franklin and Union Counties, Indiana. He was also a director of the Indiana Bankers Association from 1994 to 1996 and previously served a three-year term on the Purdue University Dean'sDean’s Advisory Council.
Council for the College of Agriculture. Mr. Brack received his Bachelor of Science in Accounting from Miami University of Ohio. Class A Nominees DENNiS L. BRACK DiRECTOR SiNCE: JUNE 7, 2001 AGE: 69 DiRECTOR SiNCE: JUNE 5, 2008 AGE: 66 DiRECTOR SiNCE: JUNE 12, 1997 AGE: 80 JAMES R. ENGEBRETSEN,, 60, 66, has been a member of the Board of Directors of Farmer Mac since June 5, 2008 and serves as the chairmanchair of the FinanceFinancial Risk Committee and as a member of the Corporate GovernanceAudit Committee and the RiskCompensation Committee. Mr. Engebretsen currently serves as a member of the board of directors for Agreed, a software company in Utah that he joined in 2019. He has served as an advisor to Epic Ventures since January 2014, and several startup companies such as Divvy and Emersion Learning since 2016 and Freshlime since 2018. He serves as an advisor to SGT Capital and has also served as an advisor to XIO Group from June 2016 to 2018 and The RBL Group from October 2016 until 2019. Mr. Engebretsen is the former Assistant Dean of the Marriott School of Management at Brigham Young University, where he served as Professor of Finance from 2004 until August 2014. He formerly served as the Managing Director of the Peery Institute of Financial Services at the Marriott School from 2004 to 2006. He joined the Marriott School with nearly fifteen years of work experience at Lehman Brothers, JP Morgan, and Goldman Sachs in New York and Philadelphia. Mr. Engebretsen left Goldman Sachs in 1995 to set up his own hedge fund, Associates Capital Management. He is a registered investment advisor and earned his Master of Business Administration and Bachelor of Science in Economics from Brigham Young University.
DENNIS A. EVERSON, 65, has been a member of the Board of Directors of Farmer Mac since June 3, 2004 and serves as chairman of the Credit and Business Development Committee and as a member of the Compensation Committee and the Public Policy Committee. Mr. Everson currently serves on the board of directors of First Dakota National Bank. Mr. Everson served as Branch Administration Director of First Dakota National Bank from 2009 until his retirement in December 2012. Prior to that, he served as President and Manager of the First Dakota National Bank Agri-business Division starting in 2002. From 1984 until 2002, he was Vice President and Manager of the First Dakota National Bank Agri-business Division. From 2000 until 2002, Mr. Everson was a member of the Federal Home Loan Bank Committee of the American Bankers Association. During 1998, he served as Chairman of the Agricultural & Rural Bankers Committee of the American Bankers Association.
MITCHELL A. JOHNSON,, 74, 80, has been a member of the Board of Directors of Farmer Mac since June 12, 1997 and isserves as a member of the CompensationFinancial Risk Committee and the FinanceStrategy and Business Development Committee. Mr. Johnson is a financial consultant. He is also a trustee of, and during the past several years has served as director for the Advisors'Advisors’ Inner Circle Funds, the Advisors'Advisors’ Inner Circle Funds II, The Bishop Street Funds, and SEI Funds. Mr. Johnson formerly was President of MAJ Capital Management, Inc., an investment management firm that he founded in 1994 following his retirement from the Student Loan Marketing Association ("(“Sallie Mae"Mae”). During his 21 years with Sallie Mae, Mr. Johnson held numerous positions within that organization, including, for the seven years preceding his retirement, Senior Vice President, Corporate Finance. He has been a trustee of Citizens Funds, Rushmore Funds, and Diversified Funds. Mr. Johnson also served as a director of Eldorado Bancshares, Inc., the holding company for Eldorado and Antelope Valley Banks. JAMES R. ENGEBRETSEN MiTCHELL A. JOHNSON PROPOSAL 1: ELECTiON OF DiRECTORS


 

CLARK B. MAXWELL, 44,
14 ERIC T. McKISSACK, 68, has been a member of the Board of Directors of Farmer Mac since June 5, 2008February 23, 2021 and serves as a member of the FinanceAudit Committee, the AuditCompensation Committee, and the CompensationFinancial Risk Committee. Mr. MaxwellMcKissack is founder and former CEO of Channing Capital Management, LLC. He retired from Channing, an institutional investment advisory firm, in December 2019 after 16 years. Before founding Channing, Mr. McKissack was Vice Chairman and Co-Chief Investment Officer of Ariel Capital Management (now known as Ariel Investments). Before joining Ariel in 1986, Mr. McKissack worked for five years as a research analyst for First Chicago and First Chicago Investment Advisors. Mr. McKissack currently serves as chair of the Chief Operating Officer at Chatham Financial Corp.,board of FlexShares, a family of publicly-traded ETF funds managed by Northern Trust, and serves on the audit and governance committees. He is also an independent trustee on the board of Morgan Stanley Pathway Funds where he has held various positions since 2002. Chatham provides comprehensive interest rate, commodity, and currency hedging expertise to hundreds of financial institutions, real estate companies, and other institutional clients. From 1998 to 2002, Mr. Maxwell was a Manager at Ernst & Young LLP, where he specialized in audits of financial institutions and served as a derivatives and hedging subject matter expert. Mr. Maxwell was a Postgraduate Technical Assistant atchairs the Financial Accounting Standards Board from 1997 to 1998, where he workedgovernance committee. He also serves on the developmentboards of Statementdirectors of two related, privately-held engineering and design firms, McKissack & McKissack of Washington, and McKissack & McKissack Midwest. Mr. McKissack received a BS in Management from the Massachusetts Institute of Technology. He also holds an MBA from the University of California at Berkeley. He has also earned the Chartered Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities. Mr. Maxwell is a Certified Public Accountant andAnalyst® designation. Class A Nominees ERiC T. MCKiSSACK TODD P. WARE, 56, has been a member of the American InstituteBoard of Certified Public Accountants.Directors of Farmer Mac since May 9, 2019 and serves as a member of the Corporate Governance Committee, the Compensation Committee, and the Strategy and Business Development Committee. Mr. Ware has served as President and Chief Executive Officer of Licking Rural Electrification—The Energy Cooperative in Newark, Ohio, since January 2012. He previously served as its Vice President and Chief Financial Officer from 2001 until 2012 and Vice President – Finance from 1998 to 2000. From June 2015 to June 2021, Mr. Ware served on the board of directors of National Rural Utilities Cooperative Finance Corporation, during which time he served on that board’s audit, compensation, corporate relations, and loan committees. Mr. Ware has served as a member of the board of directors of Buckeye Power Cooperative since 2012. He currently serves as its Treasurer and as a member of its executive committee, rate committee, and risk management committee, and previously served on its reliability committee. He has also served as a member of the boards of directors of Altheirs Oil Corporation since 2002, National Gas & Oil Cooperative since 2002, The Ohio State University-Newark Regional Campus Advisory Board since 2016, and Cardinal Operating Company since 2019. Mr. Ware received his Bachelor of Science summa cum laude, and Masters in Accounting from Brigham YoungThe Ohio State University. TODD P. WARE DiRECTOR SiNCE: FEBRUARY 23, 2021 DiRECTOR SiNCE: MAY 9, 2019 AGE: 68 AGE: 56 PROPOSAL 1: ELECTiON OF DiRECTORS


Class B Nominees


 

15 RICHARD H. DAVIDSON,, 71, 77, has been a member of the Board of Directors of Farmer Mac since June 3, 2010, and serves as chairmanchair of the Compensation Committee and as a member of the Corporate Governance Committee and the Enterprise Risk Committee. Mr. Davidson is presently serving asalso the President of Davidson Farms, Inc. and Vice President of DSF, Inc., which consists of a grain farm, cow/calf herd, and beef cattle operation located south of Columbus, Ohio. Mr. Davidson has been operating Davidson Farms, Inc. since 1970 and, together with his son, operating DSF, Inc. since 2001. Mr. Davidson has served as a member of the AgriBank, FCB Boardboard of Directors sincedirectors from March 2005.2005 to March 2021. He currently serves on AgriBank's Finance Committee and its Enterprise Risk Management Committee. He also currently serves on the board of the Fayette County Charitable Foundation and was chairman of the Fayette County Planning Commission and the Fayette County Zoning Commission. Mr. Davidson has previously served on the board and as chairman of West Central Ohio Port Authority (railroad), Fayette Landmark, Inc. Co-op Supply Business, and Fayette County Farm Bureau. He has also previously served on the board of the Columbus Production Credit Association, the Southern Ohio Farm Credit Association, Southern State Community College, Robinson Seed Company, Inc. Stock Company, Fayette County Chamber of Commerce, and Royster Clark, Inc. Stock Company (fertilizer and agricultural supply). Mr. Davidson is a graduate of The Ohio State University with a degree in Agricultural Economics.


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DOUGLAS A. FELTON, 69, currently serves as President and owner of D&T Enterprises of Minnesota, Inc., a seed soybean and seed corn growing and harvesting operation in Minnesota that Mr. Felton has been operating since 1984. He also serves as Chief Executive Officer and owner of Doug Felton Farms, which he has operated since 1976, and participates in additional family farm operations. Mr. Felton also has served as President and Managing Partner of Great Western Industrial Park, LLC, a 250-acre light industrial park in Minnesota, since 2006 and became an owner of Kinnix Group, a blown-film plastic conversion company in Minnesota, in 2015. Mr. Felton served as a member of the AgriBank, FCB Board of Directors from 1996 until March 2016 and served as the Chairman of the Board of Directors of AgriBank from 2002 to 2004 and again from March 2014 until the end of his tenure on that board. He served as an executive member of all of its committees. He also previously served on the Board of Directors of AgStar Financial Services, ACA (or its predecessor organizations) from 1983 to 2007 and served as its Chairman six times. From 2005 to 2015, Mr. Felton served on the Board of Directors of the Farm Credit Council and also served as its Chairman. He has served on the AgriBank District Farm Credit Council since 2005. Mr. Felton is also a member of Al-Corn Clean Fuels, the National Corn Growers Association, the American Soybean Association, the Minnesota Irrigators and SE MN Irrigators Associations, the Minnesota Farm Bureau, and the American Angus Association. Mr. Felton also served in the Minnesota Army National Guard from 1967 to 1981 in the 682nd Engineering Battalion.

DOUGLAS L. FLORY, 76, Class B Nominees RiCHARD H. DAViDSON EVERETT M. DOBRINSKI, 75, has been a member of the Board of Directors of Farmer Mac since June 5, 2014May 9, 2019 and serves as a member of the Audit Committee, the Corporate Governance Committee, and the Public Policy and Corporate Social Responsibility Committee. Mr. FloryDobrinski operated Dobrinski Farm, a cereal grain and oilseed farm located in Makoti, North Dakota, from 1970 until his retirement in December 2018. Mr. Dobrinski served as onea member of the three membersCoBank, ACB’s board of the Farm Credit Administration Board after his appointment by President George W. Bushdirectors since 1999, and confirmation by the U.S. Senate from August 2002 through December 2006, during which time he became involved with a U.S. government project to establish Farm Credit Armenia, a farm credit system in Armenia similar to the U.S. Farm Credit System. Mr. Flory continued to work on this project as a consultant from December 2006 through June 2010 and from September 2012 through December 2013. While serving on the FCA Board, Mr. Flory also served as chairmana member of theits audit committee until his retirement in December 2019. He previously served as chair of CoBank, ACB’s board of the Farm Credit System Insurance Corporationdirectors and chair of its executive committee from December 20022008 through December 2006. From2017 and chair of its compensation committee from 2008 until 2010,through 2012. Mr. Flory alsoDobrinski has served on CoBank’s nominating committee since January 2022. Mr. Dobrinski previously served as an adjunct facultya member of the AgriculturalSt. Paul Bank for Cooperatives board of directors from 1990 through 1992 and Applied Sciences Department at the Virginia Polytechnic Institutefrom 1994 through 1999 and State University. Prior to his service on the FCA Board, Mr. Flory served as the Executive Vice President of Dominion Bank of the Shenandoah Valley, N.A.,board vice-chair in 1998 and 1999 before its merger with CoBank, ACB. He served as well as the President, Chief Executive Officer, and boarda member of Dominion Farm Loan Corporation, a wholly-owned subsidiary of the Dominion Bank of the Shenandoah Valley, N.A. from January 1976 through December 1989. From 1989 to 1993, Mr. Flory served as the Executive Vice President and Chief Operating Officer, and on the board of directors of WLR Foods, Inc., a publicly-traded turkeyThe Farm Credit Council since 2006 and broiler company, after which he was elected toof the board of directors of AgFirst Farm Credit Bankthe North Dakota Coordinating Council for Cooperatives since 1994 until his retirement on December 31, 2019. Mr. Dobrinski also previously served two terms in the North Dakota House of Representatives on the Tax and Farm CreditFinance Committee and on the boards of the Virginias, ACA and served until 2002.several cooperative organizations. Mr. Flory receivedDobrinski earned a Bachelor of ScienceBachelor’s degree from the Virginia Polytechnic Institute and State University and is also a graduate of the Maryland-Virginia School of Bank Management at the University of Virginia.
THOMAS W. HILL, 66,North Dakota. AMY H. GALES, 63, has been a member of the Board of Directors of Farmer Mac since June 7, 2012May 12, 2020 and serves as chair of the Credit Risk Committee and as a member of the Credit and Business DevelopmentAudit Committee and the FinanceFinancial Risk Committee. Mr. HillMs. Gales served until November 2010 as SeniorExecutive Vice President Chief Financialof CoBank, ACB, and Operations Officer of Farm Credit Bank of Texas. In that role, Mr. Hill was responsible for the financial management, operations and technology, and human resources departments within the finance division of Farm Credit Bank of Texas. In addition, he managed the bank's loan pricing, interest-rate risk management, financial planning, financial reporting, and accounting systems. Mr. Hill began his Farm Credit System career in 1974 in the finance and accounting department at the Federal Intermediate Credit Bank of Spokane. In 1987, he transferred to the Farm Credit System Capital Corporation to join the team that monitored the operations of distressed Farm Credit System banks. In 1988, he joined the Farm Credit Bank of Texas, where he was responsible for developing plans for implementing provisions of the Agricultural Credit Act of 1987. Mr. Hill has been a member of System Work Groups addressingCoBank’s management executive committee from 2016 to 2018. Ms. Gales also served at CoBank in the questionroles of howExecutive Vice President, Regional Agribusiness Banking Group, Central Region President, and Region Vice President, Minneapolis Banking Center, from 2007 to determine2016. Ms. Gales previously served as Vice President, Commercial Banking at Wells Fargo, N.A. from 2006 to 2007, as Vice President, Commercial Lending at Commerce Bank, N.A. from 2002 to 2006, the adequacyExecutive Director for Value-Added Agriculture Development Center from 1999 to 2002, and CEO and General Manager of capitalthe United Farmers Cooperative from 1997 to 1999. She began her career at St. Paul Bank for Cooperatives, where she served in various roles from 1981 to 1997, including as Vice President and Banking Center Manager. She has served on various boards during her career, including Farm Credit System institutions sinceLeasing (a wholly-owned subsidiary of CoBank). Ms. Gales earned a bachelor’s degree in business administration with an emphasis in finance from the introductionUniversity of capitalization regulations in the late 1980s. Within the Farm Credit System, he has also served as chairmanMinnesota’s Carlson School of the Capital Adequacy Work Group and was a charter member of the Accounting Standards Work Group. Mr. Hill is a graduate of Texas A&I University (Texas A&M University - Kingsville).Management. EVERETT M. DOBRiNSKi AMY H. GALES DiRECTOR SiNCE: JUNE 3, 2010 DiRECTOR SiNCE: MAY 9, 2019 DiRECTOR SiNCE: MAY 12, 2020 AGE: 77 AGE: 75 AGE: 63 PROPOSAL 1: ELECTiON OF DiRECTORS


 

DOUGLAS E. WILHELM, 66,
16 ROBERT G. SEXTON, 62, has been a member of the Board of Directors of Farmer Mac since June 7, 2012May 5, 2018 and serves as a member of the Credit and Business DevelopmentRisk Committee, the Financial Risk Committee, and the FinancePublic Policy and Corporate Social Responsibility Committee. Mr. Wilhelm servedSexton has operated a citrus growing and packing business since 1983 through a number of entities, including Sexton Grove Holdings, LLC, Sexton Citrus, LLC, Oslo, Inc., and Oslo Packing Company, Inc. He currently serves as Chief Risk Officer for CoBank, ACB from 2001 until 2012, during which time he managed all key risk areasPresident of CoBank, including credit risk, operational risk, asset/liability risk, market risk,the Oslo Citrus Growers Association and reputational risk. Prior to that, Mr. Wilhelm managed several areas within CoBank, including credit, financial planning, and capitalization functions. Mr. Wilhelm also served on CoBank's Management Executive Committee, Asset/Liability Committee, and Country Risk Committee and washas been a member of CoBank's Senior Leadership Team. From 1972 to 1988,this organization since 1983. He also serves as President of Oslo Packing Company and Sexton Inc., closely-held commercial real estate companies, since August 2019. Mr. Wilhelm held various financialSexton also co-owns Orchid Island Juice Company, which he and accounting management functions for the Texas Bank for Cooperatives (a predecessor to CoBank) and Farm Credit Bank of Texas, including chief financial officer of the Texas Bank for Cooperatives from 1980 to 1985. He served on the board of directors of the Food Bank of the Rockies from 2007 until 2013, including as chairman from 2009 until 2011. He alsohis wife founded in 1989. Mr. Sexton has served on the board of directors of Ogallala Commons, a rural community non-profit organization,Farm Credit of Florida since February 20142011 and has served as that organization'sits chairman offrom 2015 to 2017. He previously served on the board since February 2016.of directors of Farm Credit of South Florida from 1996 until 2010 and served as its chairman from 2003 to 2005. Mr. Wilhelm received hisSexton also previously served on the board of directors of AgFirst Farm Credit Bank from 2000 to 2011 and again from 2013 to 2016 and served as its chairman from 2007 to 2009. Mr. Sexton has also previously served on the boards of several other organizations, including the Indian River Citrus League, the Florida Citrus Packers Association, and Highland Exchange Service Cooperative. Mr. Sexton earned a Bachelor of Science in AccountingBusiness Administration and a Master of Business Administration from Texas A&M University.


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Directors Appointed by the PresidentUniversity of the United States
CHESTER J. CULVER, 50,Florida. Class B Nominees ROBERT G. SEXTON ROY H. TIARKS, 71, has been a member of the Board of Directors of Farmer Mac since April 4, 2012May 13, 2021 and serves as the chairman of the Public Policy Committee and as a member of the Credit Risk Committee, the Enterprise Risk Committee, and the Strategy and Business Development CommitteeCommittee. Mr. Tiarks has been an active self-employed farmer for the last 48 years. He has also served on various boards over the past 37 years, including: the board of directors of Federal Farm Credit Banks Funding Corporation from 2001 to 2013, where he served on the risk, governance, and compensation committees; the board of directors of AgriBank, FCB from 2003 to 2017, where he served on the finance, audit, risk, and compensation committees; the board of directors of AgAmerica, FCB from 1996 to 2003, where he served on the compensation, audit, and finance committees; the board of directors of PCA of the Midlands from 1986 to 1996, where he served on the finance and credit committees; and the Risk Committee. In 2006, Gov. Culver was elected andboard of directors of Agriculture PCA from 1981 to 1985, where he served as Governor ofon the State ofcredit committee. Mr. Tiarks graduated from Iowa from 2006 until 2010. Prior to that time, Gov. Culver served as Secretary of State for the State of Iowa from 1998 to 2006. A graduate of Virginia Polytechnic Institute and State University Gov. Culver began his career as an environmental and consumer advocatewith a two year degree in the Iowa Attorney General's Office. After receiving his Master of Arts in Teaching at Drake University in 1994, he taught government and history in Des Moines, Iowa, where he also coached football and basketball. Gov. Culver has served the National Governors Association as Chairman of both the Governors Wind Energy Coalition and Governors Biofuels Coalition. He was elected as the Federal Liaison to the U.S. Congress by the Democratic Governors Association, and served as a member of the Democratic Governors Executive Committee. Gov. Culver is the founder of the Chet Culver Group, a renewable energy and infrastructure consultancy firm.Farm Operations. ROY H. TiARKS DiRECTOR SiNCE: MAY 5, 2018 DiRECTOR SiNCE: MAY 13, 2021 AGE: 62 AGE: 71 PROPOSAL 1: ELECTiON OF DiRECTORS


 

17 SARA L. FAIVRE-DAVIS, 51,FAIVRE, 57, has been a member of the Board of Directors of Farmer Mac since September 30, 2010 and serves as a memberchair of the Audit Committee, the Compensation Committee, the CreditStrategy and Business Development Committee and as a member of the RiskCompensation Committee and the Public Policy and Corporate Social Responsibility Committee. As President of Sara Faivre, Inc, she provides executive consulting to emerging tech, agtech, and sustainable agricultural firms. Dr. Faivre-DavisFaivre serves on the advisory board of Harvest Returns, an online platform for investing in agricultural business, and is currently co-ownera limited partner in the GROW AgTech impact fund. Dr. Faivre has served on the board of One More Cloud, a technology company in Austin, TX, since 2018. From 2021 to March 2022, Dr. Faivre served as interim Chief Science and managing partner ofTechnology Officer for Earthwise Global, an agtech startup. Dr. Faivre co-owns Wild Type Ranch which she operates with her husband, Ralph Mitchell. She has operated Wild Type Ranch since 2005.Mitchell, and was the principal operator from 2005-2015. Dr. Faivre-DavisFaivre co-founded GenomicFX, a livestock genomics company, and served as Vice President of Bioinformatics and Vice President of Swine Business Development from 2000 to 2001. In 2001, she co-founded ViaGen, Inc., a livestock genetic improvement company, where she served in several capacities,held various executive positions, including President, in two agricultural biotech startups – GenomicFX and ViaGen, Inc. – from 2001 to 2006. Dr. Faivre-Davis has held research positions as2000-2006. She was a staff scientistresearcher and faculty member for livestock and human genome projects with the United States Department of Agriculture on the Bovine Genome Project and with theUSDA, University of Iowa, on the Human Genome Project. Her academic career also includes faculty appointments at the University of Illinois, and Texas A&M University.prior to becoming a biotech entrepreneur. Dr. Faivre-Davis also becameFaivre is a board leadership fellow in the National Association of Corporate Directors.Directors and was named to NACD’s Directorship 100 in 2021. She is co-chair of the Austin Chapter of Women Corporate Directors and incoming co-President of the Austin NACD advisory board. Dr. Faivre-Davis graduated with honors from Iowa State University withFaivre holds a Bachelor of ScienceB.S. in Agricultural Business and Animal Science in 1986,from Iowa State University and she earned hera Ph.D. in Genetics from Texas A&M&M. She has also earned certificates in 1991.
Executive Women Leadership, Sustainable Capitalism and ESG, and Digital Directorship. LOWELL L. JUNKINS,, 72, 78, has been a member of the Board of Directors of Farmer Mac since June 13, 1996 and Chairman of thehas served as Board Chair since SeptemberMarch 30, 2010.2022. He previously served as Board Chair from September 2010 to January 2020, Acting Board Chair from September 2008 to September 2010, and Board Vice Chairman of the BoardChair from December 5, 2002 to September 30, 2010 and from January 2020 to March 2022. Mr. Junkins also served as Farmer Mac’s Acting Chairman of the BoardPresident and Chief Executive Officer from September 15, 2008December 2017 to September 30, 2010.October 2018. Mr. Junkins serves as chairmanchair of the Corporate Governance Committee and isas a member of the CompensationPublic Policy and Corporate Social Responsibility Committee and the Public PolicyEnterprise Risk Committee. He was appointed to the Board of Directors by President Clinton in April 1996 while the Senate was in recess and was confirmed by the Senate on May 23, 1997, and was reconfirmed by the Senate onin June 3, 2003 and on September 30, 2010. Mr. Junkins workshas worked as a publicpolitical affairs consultant for Lowell Junkins & Associates in Des Moines, Iowa.Iowa, since 1987. He owns and operates Hillcrest Farms in Montrose, Iowa, where he served as Mayor from 1971 to 1972. From 1974 through 1986,1985, Mr. Junkins served as an Iowa State Senator, including as minority leader and majority leader from 1981 to 1986.
BRUCE J. SHERRICK, 52,1985. SARA L. FAiVRE LOWELL L. JUNKiNS Directors Appointed by the President of the United States CHARLES A. STONES, 67, has been a member of the Board of Directors of Farmer Mac since April 3, 2012December 22, 2020 and serves as a member of the Audit Committee, the Credit and Business DevelopmentRisk Committee, and the FinanceStrategy and Business Develop- ment Committee. Dr. Sherrick holdsMr. Stones retired from the MarjorieKansas Bankers Association in 2019 after serving 15 years as President and Jerry Fruin Professorship33 years overall, including roles as director of member relations, director of research, senior vice president, and is alsohead lobbyist. At the Directorstart of his career, he worked in the investment division of Fourth National Bank for seven years before joining the Kansas Bankers Association in 1986. Mr. Stones previously served on the boards of banking schools in Nebraska and Wisconsin. He graduated from Washburn University in Topeka, Kansas with a degree in Communications. CHARLES A. STONES DiRECTOR SiNCE: SEPTEMBER 30, 2010 DiRECTOR SiNCE: JUNE 13, 1996 DiRECTOR SiNCE: DECEMBER 22, 2020 AGE: 57 AGE: 78 AGE: 67 PROPOSAL 1: ELECTiON OF DiRECTORS


18 Directors Appointed by the President of the TIAA-CREF Center for Farmland Research in the Department of Agricultural and Consumer Economics at the University of Illinois. Dr. Sherrick teaches undergraduate and graduate courses in applied finance and financial modeling, and has experience in credit risk assessment, credit evaluation, farmland valuation, capital modeling, crop insurance, and development of computerized decision aids. He also has taught banking seminars and Basel-related sessions to international banking audiences and has developed and supported risk-based capital stress tests. Dr. Sherrick earned his Ph.D. from The Ohio State University with subject matter fields in Finance and Marketing. Dr. Sherrick is also currently managing partner of integrated Financial Analytics & Research (iFAR), a consulting firm that specializes in credit risk assessment and modeling of agricultural finance institutions.
United States MYLES J. WATTS,, 65, 71, has been a member of the Board of Directors of Farmer Mac since September 30, 2010 and serves as Vice Chairmanchair of the Board, chairman of theEnterprise Risk Committee and as a member of the Public PolicyCredit Risk Committee and the Public Policy and Corporate GovernanceSocial Responsibility Committee. Dr. Watts is a professor emeritus in the Department of Agricultural Economics and Economics at Montana State University, where he has been a member of the faculty since 1978 and previously served as the head of the Department Head for 17 years, and currentlyyears. He also servespreviously served as an actuary for Watts and Associates, Inc. He has also served in various editorial capacities for the Journal of Agricultural and Resource Economics and has advised many governments and private organizations, including large international reinsurance companies, on an array of financial issues, mostly focusing on agricultural insurance. He was one of the primary organizers of the International Institute for Agricultural Risk Management and currently serves as a board member or in other leadership positions for a variety of nonprofit economic education groups. He has substantial experience with large reinsurance companies in various capacities. Dr. Watts received his Ph.D. from the University of Nebraska in 1978.

13



In addition LAJUANA S. WILCHER, 67, has been a member of the Board of Directors of Farmer Mac since December 20, 2019, and currently serves as Board Vice Chair. She previously served as Board Chair from January 17, 2020 to March 30, 2022. Ms. Wilcher serves as the chair of the Public Policy and Corporate Social Responsibility Committee and as a member of the Corporate Governance Committee and Enterprise Risk Committee. Ms. Wilcher has owned and operated Scuffle Hill Farm in Alvaton, Kentucky since 2005, where she boards horses and grows hay, alfalfa, and fescue. She serves on the board of the Warren County Conservation District and is a Certified Crop Advisor, a Master Grazer, and a Master Cattleman. Ms. Wilcher has also been a partner at the law firm English, Lucas, Priest & Owsley, LLP since 2006, where she represents clients on complex environmental permitting, enforcement, and regulatory compliance matters. Ms. Wilcher’s extensive experience as a leader and manager of large federal and state government agencies includes stints at the United States Department of Agriculture (USDA), Environmental Protection Agency (EPA), and the Commonwealth of Kentucky. She was confirmed by the United States Senate in 1989 to be the senior regulatory official for water programs at the EPA, where she served until 1993. Ms. Wilcher also served as the Cabinet Secretary of Kentucky’s Environmental and Public Protection Cabinet from 2003 to 2006, which included Kentucky’s banking, securities, and insurance regulatory agencies, among other things. She currently serves on the executive committee of the Kentucky Chamber of Commerce as vice chair for public affairs. Ms. Wilcher received a Bachelor of Science degree from Western Kentucky University and a J.D. from Salmon P. Chase College of Law, Northern Kentucky University. Ms. Wilcher has also attained the CERT Cybersecurity Oversight Certification for Directors. MYLES J. WATTS LAJUANA S. WiLCHER Besides the affiliations set forthdescribed above, the Nominees and Appointed Members are active in many local and national trade, commodity, charitable, educational, and religious organizations. DiRECTOR SiNCE: SEPTEMBER 30, 2010 DiRECTOR SiNCE: DECEMBER 20, 2019 AGE: 71 AGE: 67 PROPOSAL 1: ELECTiON OF DiRECTORS

Qualifications, Attributes, Skills, and Experience To Be Represented on the Board as a Whole


 

19 The Corporate Governance Committee has identified particular qualifications, attributes, skills, and experience that are important to be represented on the Board as a whole in light of Farmer Mac'sMac’s current needs and business priorities. Farmer Mac'sMac’s business is focused primarily on agricultural, agri-business,agribusiness, and rural utilities lending. Therefore, the Corporate Governance Committee believes that the Board should include some directors who possess knowledge of the underlying industries, as well as experience in marketing and lending. Ms. Gales and Messrs. Brack, Everson, Felton, Flory, Hill,Engebretsen, Davidson, and WilhelmSexton bring to the Board the necessaryrelevant lending expertise; Dr. Faivre-DavisFaivre, Messrs. Brack, Engebretsen, Junkins, and Mr. EversonStones bring to the Board appropriate marketing experience; and Dr. Faivre-DavisFaivre, Ms. Gales, Ms. Wilcher, Dr. Watts, and Messrs. Brack, Davidson, Felton,Dobrinski, Junkins, Sexton, and JunkinsTiarks bring to the Board direct experience in agriculture.
agricultural production; and Messrs. Dobrinski and Ware bring to the Board experience working in or with rural utilities. Farmer Mac'sMac’s business also involves complicated financial transactions and complex accounting issues. Therefore, theThe Corporate Governance Committee therefore believes that the Board should include some directors with a high level of financial literacy or accounting training or experience.experience, as well as directors with knowledge of capital markets. Ms. Gales, Messrs. Brack, Davidson, Dobrinski, Engebretsen, Flory, Hill, Johnson, Maxwell,McKissack, Sexton, Tiarks and WilhelmWare, and Drs. Sherrick andDr. Watts bring to the Board thata high level of financial literacy or accounting training or experience.
Ms. Gales, and Messrs. Engebretsen, Johnson, McKissack, and Sexton have knowledge of capital markets. As a Congressionally chartered, highly regulated, government-sponsored enterprise, Farmer Mac is required tomust comply with a variety of regulatory and statutorystatu- tory requirements and be aware of developments in the political arena. Therefore, theThe Corporate Governance Committee therefore believes that governmental or political expertise should be represented on the Board. That governmental or political experience is brought to the Board by Drs. Faivre-DavisDr. Faivre, Ms. Wilcher, Mr. Junkins, and Watts and Messrs. Culver and Junkins,Mr. Stones, all four of whom were appointed to the Board by the President of the United States and confirmed by the Senate, as well as by Mr. Flory, who served onMessrs. Dobrinski and Sexton. As the Farm Credit Administrationlandscape of opportunities and risks facing Farmer Mac and its rural stakeholders changes over time, the Corporate Governance Committee believes that it is important for the Board for four years.
The fact thatto have members with experience in strategic planning and risk management. Ms. Wilcher, and Messrs. Brack, Engebretsen, Johnson, Junkins, and Stones have experience in strategic planning. Dr. Watts, and Messrs. Engebretsen and Sexton have experience in risk management. That a director is not named in the discussion of a particular attribute does not mean that the director does not possess that qualification or skill, but rather that it is not a specific area of focus or expertise on which the Board currently relies. Qualifications, Attributes, Skills, and Experience To Be Represented on the Board BOARD QUALiFiCATiONS AND SKiLLS PROPOSAL 1: ELECTiON OF DiRECTORS 0 2 4 6 8 10 12 Rural Utilities Information Technology & Cybersecurity Risk Management Human Resources Marketing Lending Capital Markets Strategic Planning Government or Political Agriculture Production Finance & Accounting Rural Utilities Information Technology & Cybersecurity Risk Management Human Resources Marketing Lending Capital Markets Strategic Planning Government or Political Agriculture Production Finance & Accounting11 10 6 6 5 5 5 3 3 2 2


 
Compensation of Directors

The directors of Farmer Mac are required to spend a considerable amount of time preparing for, as well as participating in, Board and committee meetings.20 In addition, they are often called upon for their counsel between meeting dates. In December 2014,November 2020, the Board approved the same level of director compensation for 2015 as had been in effect for the majority of 2014 in the form of annual cash retainer ($50,000), per diem amount for in-person attendance at a committee meeting on a day the Board did not meet ($1,200), and targeted value of equity grant ($50,000). The Board also adjusted the incremental annual retainer payable to selected chairmen effective January 1, 2015 as follows:

The incremental annual retainer payable to the Chairman of the Board was increased from $20,000 to $32,000, bringing his total annual retainer to $82,000.

The incremental annual retainer payable to the Chairman of the Audit Committee was increased from $10,000 to $12,000, bringing his total annual retainer to $62,000.

The incremental annual retainer payable to the Chairman of the Compensation Committee remained at $6,500, and his total annual retainer remained at $56,500.
In June 2015, the Board determined to make a limited change in the mix of director compensation from meeting fees to cash retainer. This shift in the mix of director compensation resulted in no change in the overall value of director compensation for 2015 from the levels described above ($108,400 per year for most directors), except for the changes to the incremental annual cash retainers for selected directors noted below. The Board's decision to increase the base annual cash retainer payable to each director by $8,400for 2021 as had been in effect for 2020 ($62,000) and approved an increase to the targeted value for the annual equity award granted to each director from $54,000 to $58,000 for 2021. The overall targeted total compensation per year was offset by the eliminationdirector of the payment of separate meeting fees of $1,200 per day, which totaled approximately $8,400$120,000 per year for most directors. As2021 represented a result in this shift3.4% increase compared to the overall targeted total compensation of $116,000 per year for 2020. In January 2021, the Board increased the incremental annual cash retainers payable to the chairs of some committees and added new incremental annual cash retainers payable to the chairs of the mix of director compensation, each director of Farmer Mac receivedfour committees who did not previously receive incremental cash retainers. The incremental annual cash retainers were set at the following compensation effective July 1, 2015:

The baselevels for 2021: Position 2021 incremental Retainer ($) Board Chair $40,000 Board Vice Chair $20,000 Chair of the Audit Committee $15,000 Chair of the Compensation Committee $12,000 Chair of the Corporate Governance Committee $12,000 Chair of the Credit Risk Committee $ 6,000 Chair of the Enterprise Risk Committee $12,000 Chair of the Financial Risk Committee $12,000 Chair of the Public Policy and Corporate Social Responsibility Committee $ 6,000 Chair of the Strategy and Business Development Committee $ 6,000 No director who serves as chair of a committee designated to receive an incremental annual cash retainer is entitled to receive it if that director is already receiving the incremental annual cash retainer payable to all directors was increased from $50,000 to $58,400 to offset the elimination of meeting fees.

The valueBoard Chair or the Board Vice Chair. Because the chair of the equity award grant to all directors remained unchanged at $50,000.


14



TheCorporate Governance Committee also serves as the Board Chair, the incremental annual cash retainer payable to:

the Chairman of the Board was increased from $32,000 to $40,000, bringing his total annual cash retainer to $98,400 based on the increase in annual retainer paid to all directors;

the Vice Chairman of the Board was established at $20,000, bringing his total annual cash retainer to $78,400 based on the increase in annual retainer paid to all directors;

the Chairman of the Audit Committee remained unchanged at $12,000, bringing his total annual cash retainer to $70,400 based on the increase in annual retainer paid to all directors; and

the Chairman of the Compensation Committee remained unchanged at $6,500, bringing his total annual cash retainer to $64,900 based on the increase in annual retainer paid to all directors.

for the chair of that committee is not Compensation of Directors paid. Because the chair of the Public Policy and Corporate Social Re- sponsibility Committee served as the Board Vice Chair during 2021, the incremental retainer for the chair of that committee was not paid in 2021. The aggregate amount of cash compensation (including payments in lieu of dividends paid on vested restricted stock) received by all persons who served on the Board of Directors in 20152021 was approximately $913,000.$1,082,000 for their service on the Board. This cash compensation amount includes cash payments made in lieu of dividends that would have been paid on shares of Class C Non-Voting Common Stock acquired during the year as a result of the vesting of restricted stock units (RSUs). In addition to the cash compensation, Farmer Mac also reimburses directors for expenses incurred in performing their duties as directors and pays for continuing education related to their service as directors on the Board. In lieu of all or a portion of their cash retainers, directors may elect to receive shares of Class C Non-Voting Common Stock on a quarterly basis based on the fair market value on the date of acquisition.
On April 1, 2015 and March 2, 2021, each of the 15 2016, each sitting Board membermembers was granted 1,544grant- ed 719 time-based RSUs representing shares and 1,575 shares, respectively, of restricted Class C Non-Voting Common Stock under Farmer Mac's 2008 Omnibus Incentive Compensation Plan.Stock. The number of sharesRSUs granted was calculated in accor- dance with the Board’s policy on equity compensation grants using a targeted value of $58,000 based on the average stock price over the previous 30 calendar days ending February 23, 2021 (seven calendar days before the grant date). Based on the stock price at the time of these grants, the actual value on March 2, 2021 was $63,761 to provide each sitting directordirector. Mr. Tiarks, who joined the Board during 2021 after the March 2, 2021 grant of RSUs to the then-sitting Board members, received a pro rata grant of RSUs, with the actual number of RSUs awarded based on the date he joined the Board. On May 13, 2021, the date on which Mr. Tiarks was elected to the Board, he received a grant of 468 RSUs with a fair market value on the date of grant equal to approximately $50,000.$47,502. All of the shares of restricted stockRSUs granted to each director in 2015March or May 2021 vested on March 31, 2016, and all2022 other than the RSUs granted to former director Shaw. On May 13, 2021, the date Mr. Shaw left the Board as a result of thenot standing for re-election, he vested in 133 shares of restricted stockClass C Non-Voting Common Stock based on the 719 RSUs granted to each directorhim in 2016 will vest on March 31, 2017 if2021, with the director is serving on the Board on that date.remaining shares forfeited. PROPOSAL 1: ELECTiON OF DiRECTORS



21 The following table sets forth the compensation awarded during 20152021 to each person who served on the Board during 2015:
Name
Fees Earned or Paid in Cash1
Restricted Stock Awards 2
All Other Compensation3
Total
Dennis Brack$68,400$50,010$856$119,266
Chester Culver59,30050,010856110,166
Richard Davidson62,20050,010856113,066
James Engebretsen56,90050,010856107,766
Dennis Everson55,70050,010856106,566
Sara Faivre-Davis56,90050,010856107,766
Douglas Flory56,90050,010775107,685
Thomas Hill52,10050,010856102,966
Mitchell Johnson55,70050,010856106,566
Lowell Junkins89,10050,010856139,966
Clark Maxwell56,90050,010856107,766
James McElroy56,90050,010856107,766
Bruce Sherrick56,90050,010856107,766
Myles Watts64,30050,010856115,166
Douglas Wilhelm52,10050,010856102,966

in 2021: Name Fees Earned or Paid in Cash1 Stock Awards2 All Other Compensation3 Total Dennis L. Brack $77,000 $63,761 $2,970 $143,731 Richard H. Davidson 74,000 63,761 2,970 140,731 Everett M. Dobrinski 62,000 63,761 2,970 128,731 James R. Engebretsen 74,000 63,761 2,970 140,731 Sara L. Faivre 68,000 63,761 2,970 134,731 Amy H. Gales 68,000 63,761 2,473 134,234 Mitchell A. Johnson 62,000 63,761 2,970 128,731 Lowell L. Junkins 82,000 63,761 2,970 148,731 Eric T. McKissack4 52,872 69,099 56 122,027 Robert G. Sexton 62,000 63,761 2,970 128,731 Daniel L. Shaw4 22,733 63,761 3,087 89,581 Charles A. Stones 62,000 63,761 170 125,931 Roy H. Tiarks4 39,267 47,502 — 86,769 Todd P. Ware 62,000 63,761 2,970 128,731 Myles J. Watts 74,000 63,761 2,970 140,731 LaJuana S. Wilcher 102,000 63,761 2,970 168,731 1 Includes amounts that the following directors earned during 2021 and voluntarily used to purchase, at market value, newly issued shares of Class C Non-Voting Common Stock in lieu of receiving some or all of their retainers in cash: Gov. CulverMr. Engebretsen ($1,840)54,647), Mr. EversonJohnson ($2,592)44,574), Ms. Gales ($33,759), Mr. McKissack ($13,087), Mr. Junkins ($5,792)3,864), and Dr. SherrickFaivre ($3,649)1,612). TheseThe amount of shares of Class C Non-Voting Common Stock were issued during 2015received by these directors was based on the closing price of the Class C Non-Voting Common stock,Stock, as reported by the NYSE, on the last business day of each quarter from March 31, 2021 to December 31, 2014 to September 30, 2015.

2021. 2 The grant date fair value of each share of restricted stockRSU awarded on April 1, 2015 to all sitting members of the Board on March 2, 2021 was $32.39, which was the$88.68 (the closing price of the Class C Non-Voting Common Stock on that date as reported by the NYSE.

NYSE). Upon retirement from the Board on May 13, 2021, Mr. Shaw vested in 133 shares valued at $12,785 based on a price of $96.13 per share (the closing price of the Class C Non-Voting Common Stock on the trading day preceding the vesting date as reported by the NYSE) and forfeited the remaining RSUs awarded to him on March 2, 2021. RSUs awarded to Mr. McKissack upon his appointment to the Board on February 23, 2021 and to Mr. Tiarks upon his election to the Board on May 13, 2021 were granted at a fair value of $83.41 and $101.50 per share, respectively (the closing price of the Class C Non-Voting Common Stock on the applicable date as reported by the NYSE). The amount shown for Mr. McKissack in this column reflects the value of a pro rata grant of RSUs upon initial appointment to the Board in February 2021 and the value of the annual grant of RSUs made to all sitting directors in March 2021. 3 The amount received by each director during 20152021 in the category "All“All Other Compensation"Compensation” consists of the payment of cash in lieu of dividends that would have been paid on restricted stock that wasshares related to RSUs granted in April 2014 andMarch 2020, May 2020, December 2020, or February 2021, as applicable, that vested on March 31, 2015.2021. Mr. Tiarks did not receive this payment because he did not serve on the Board before March 2021 and therefore did not receive any RSUs that vested in 2021. The amount received by Mr. Shaw, who served on the Board through May 13, 2021, also includes the payment of cash in lieu of dividends that would have been paid on shares related to RSUs granted in March 2021 that vested pro rata in May 2021 upon Mr. Shaw’s retirement from the Board. 4 Mr. Shaw retired from the Board effective May 13, 2021. Mr. McKissack was appointed to the Board on February 23, 2021 to fill a vacancy and was then re-elected to the Board on May 13, 2021. Mr. Tiarks was elected to the Board on May 13, 2021 at Farmer Mac’s Annual Meeting of Stockholders. In November 2021, the Board approved the same level of base annual cash retainer payable to each director for 2022 as had been in effect for 2021 ($62,000) and approved an increase to the targeted value for the annual equity award granted to each director from $58,000 to $62,000 for 2022. The overall targeted total compensation per director of $124,000 per year for 2022 represented a 3.3% increase compared to the overall targeted total compensation of $120,000 per year for 2021. The Board maintained the same level of incremental annual cash retainers payable to the Board Chair, the Board Vice Chair, and eight committee chairs for 2022 as in 2021. On March 9, 2022, each of the 15 sitting Board members was granted 504 RSUs. The number of RSUs granted was calculated in accordance with the Board’s policy on equity compensation grants using a targeted value of $62,000 based on the average stock price over the previous 30 calendar days ending March 2, 2022 (seven calendar days before the grant date). Based on the stock price at the time of these grants, the actual value on March 9, 2022 was $60,672 to each sitting director. All of the RSUs granted to each director on March 9, 2022 will vest on March 31, 2023 if the director is serving on the Board on that date. PROPOSAL 1: ELECTiON OF DiRECTORS


15



22 STOCK OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEES, NAMED EXECUTIVE OFFICERS,
AND CERTAIN BENEFICIAL OWNERS
Directors, Director Nominees, and Named Executive Officers

As of March 17, 2016,April 4, 2022, the sitting members of the Board, of Directors, nominees for election as directors, and named executive officers of Farmer Mac listed in the table below mightmay be deemedconsidered to be "beneficial owners"“beneficial owners” of the indicated number of equity securities of Farmer Mac, as defined by the rules of the SEC.SEC rules. Farmer Mac'sMac’s Voting Common Stock may be held only by banks, insurance companies, and financial institutions and Farm Credit System institutions, and may not be held by individuals. Accordingly,Thus, no director, director nominee, or named executive officer owns, directly or indirectly, any shares of any class of Voting Common Stock. Furthermore,Also, Appointed Members may not be officers or directors of financial institutions or Farm Credit System institutions and may not be beneficial owners (through affiliation) of Voting Common Stock. There are no ownership restrictions on theThe Class C Non-Voting Common Stock.Stock has no ownership restrictions. For information about the beneficial owners of 5% or more of the Voting Common Stock, see "—“—Principal Holders of Voting Common Stock."” Voting Common Stock Non-Voting Common Stock(1) Class A or Class B Shares (#) Percent of Class Class C Shares (#) Percent of Class Bradford T. Nordholm ___ ___ 39,119 * Aparna Ramesh ___ ___ 4,535 * Zachary N. Carpenter ___ ___ 4,428 * Stephen P. Mullery ___ ___ 50,408 * Marc J. Crady ___ ___ 785 * Dennis L. Brack ___ ___ 8,062 * Richard H. Davidson ___ ___ 12,443 * Everett M. Dobrinski ___ ___ 3,839 * James R. Engebretsen ___ ___ 12,579 * Sara L. Faivre ___ ___ 5,507 * Amy H. Gales ___ ___ 2,157 * Mitchell A. Johnson ___ ___ 12,588 * Lowell L. Junkins ___ ___ 8,583 * Eric T. McKissack ___ ___ 939 * Robert G. Sexton ___ ___ 8,651 * Charles A. Stones ___ ___ 912 * Roy H. Tiarks ___ ___ 468 * Todd P. Ware ___ ___ 1,989 * Myles J. Watts ___ ___ 13,584 * LaJuana S. Wilcher ___ ___ 1,604 * All directors and current executive officers as a group (23 persons)(2) ___ ___ 203,955 2.21% STOCK OWNERSHiP OF DiRECTORS, DiRECTOR NOMiNEES, NAMED EXECUTiVE OFFiCERS, AND CERTAiN BENEFiCiAL OWNERS
  Voting Common Stock 
Non-Voting Common Stock1,2
  
Class A or
Class B
 
Percent
of Class
 Class C 
Percent
of Class
Timothy L. Buzby   217,774 2.46%
R. Dale Lynch   31,646 *
J. Curtis Covington     4,230 *
Stephen P. Mullery   44,808 *
Tom D. Stenson   79,691 *
Dennis L. Brack   8,873 *
Chester J. Culver   5,329 *
Richard H. Davidson   7,215 *
James R. Engebretsen   8,184 *
Dennis A. Everson   2,658 *
Sara L. Faivre-Davis   7,597 *
Douglas L. Flory   2,880 *
Thomas W. Hill   3,024 *
Mitchell A. Johnson   16,775 *
Lowell L. Junkins   11,420 *
Clark B. Maxwell   23,367 *
James B. McElroy   5,404 *
Bruce J. Sherrick   8,229 *
Myles J. Watts   12,204 *
Douglas E. Wilhelm   7,124 *
Douglas A. Felton    
All directors and current executive officers as a group (19 persons)3
   428,741 4.84%


 

* Less
23 *Less than 1%.

1 Includes shares of Class C Non-Voting Common Stock that may be acquired within 60 days through the exercise of vested stock options as follows: Mr. Buzby, 51,177 shares; and Mr. Mullery, 7,000 shares. (1) Does not include shares of restricted stockattributable to RSUs previously granted but scheduled to vest after May 16, 2016.

2 June 3, 2022. Includes shares of Class C Non-Voting Common Stock underlying SARs that may be acquired within 60 days through the exercise of vested SARs as follows: Mr. Buzby, 133,383Nordholm, 23,059 shares; Ms. Ramesh, 3,197 shares; Mr. Lynch, 20,980 shares; Mr. Covington, 2,690Carpenter, 3,351 shares; Mr. Mullery, 30,93536,187 shares; and Mr. Stenson, 57,860Crady, 624 shares. Because each SAR 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 on the date of exercise over the grant price, the actual number of shares of Class C Non-Voting Common Stock that will be received by each person upon exercise of SARs cannot be determined at this time. Therefore, the number of shares of Class C Non-Voting Common Stock beneficially owned by each named executive officer reflected in the table above related to SARs may beis higher than the number of shares of Class C Non-Voting Common Stock that each named executive officer will actually receive upon exercise of any vested SARs.

3 (2) Group does not include Tom D. Stenson, who retired fromincludes the following current executive officers: Brian M. Brinch, Zachary N. Carpenter, Marc J. Crady, Robert J. Maines, Stephen P. Mullery, Bradford T. Nordholm, Aparna Ramesh, and Kerry T. Willie. Policies on Employee, Officer, and Director Hedging of Farmer Mac Securities Farmer Mac has a policy on insider trading applicable to all directors and employees, including named executive officers, that requires compliance with the federal securities laws and adherence to Farmer Mac’s other policies and procedures (including “open windows” for sales of stock and the adoption of Rule 10b5-1 plans). Farmer Mac’s insider trading policy prohibits any director or employee (including officers) from engaging in August 2015,any short sales of, or Douglas A. Felton, who does not currently serve as a directorpurchases or sales of puts, calls, or other derivative securities based on, Farmer Mac.Mac’s securities. STOCK OWNERSHiP OF DiRECTORS, DiRECTOR NOMiNEES, NAMED EXECUTiVE OFFiCERS, AND CERTAiN BENEFiCiAL OWNERS


16



24 Principal Holders of Voting Common Stock
To Farmer Mac'sMac’s knowledge, as of the date of this Proxy Statement,April 4, 2022, the following institutions are the beneficial owners of either 5% or more of the outstanding shares of Farmer Mac'sMac’s Class A Voting Common Stock or Class B Voting Common Stock, and/or 5% or more of the total number of outstanding shares of Farmer Mac'sMac’s Voting Common Stock. Name and Address Number of Shares Beneficially Owned Percent of Total Voting Shares Outstanding Percent of Total Shares Held By Class AgFirst Farm Credit Bank 1901 Main Street Columbia, SC 29201 84,024 shares of Class B Voting Common Stock (both5.49% 16.79% AgriBank, FCB1 30 E. 7th Street, Suite 1600 St. Paul, MN 55101 201,621 shares of Class B Voting Common Stock 13.17% 40.30% CoBank, ACB2 6340 Fiddlers Green Circle Greenwood Village, CO 80111 163,253 shares of Class B Voting Common Stock 10.66% 32.63% Farm Credit Bank of Texas 4801 Plaza on the Lake Austin, TX 78746 38,503 shares of Class B Voting Common Stock 2.51% 7.70% Matthew 25 Management Corp. 715 Twining Road, Suite #212 Dresher, PA 19025 77,412 shares of Class A andVoting Common Stock 5.06% 7.51% National Rural Utilities Cooperative Finance Corporation3 20701 Cooperative Way Dulles, VA 20166 81,500 shares of Class B).
Name and Address 
Number of Shares
Beneficially Owned
 
Percent of Total
Voting Shares
Outstanding
 
Percent of Total
Shares Held
By Class
AgFirst Farm Credit Bank
P.O Box 1499
Columbia, SC 29202
 
84,024 shares of Class B
Voting Common Stock
 5.49% 16.79%
AgriBank, FCB1
30 E. 7th Street, Suite 1600
St. Paul, MN 55101
 
201,621 shares of Class B
Voting Common Stock
 13.17% 40.30%
CoBank, ACB2
5500 S. Quebec Street
Greenwood Village, CO 80111
 
163,253 shares of Class B
Voting Common Stock
 10.66% 32.63%
Farm Credit Bank of Texas3
P.O. Box 202590
Austin, TX 78720-2590
 
38,503 shares of Class B
Voting Common Stock
 2.52% 7.70%
National Rural Utilities Cooperative
       Finance Corporation
20701 Cooperative Way
Dulles, VA 20166
 
81,500 shares of Class A
Voting Common Stock
 5.32% 7.91%
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355
 
53,995 shares of Class A
Voting Common Stock
 3.53% 5.24%
Zions First National Bank
One South Main Street
Salt Lake City, UT 84133
 
322,100 shares of Class A
Voting Common Stock
 21.04% 31.25%
A Voting Common Stock 5.32% 7.91% The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355 66,056 shares of Class A Voting Common Stock 4.31% 6.41% Zions Bancorporation, National Association One South Main Street Salt Lake City, UT 84133 322,100 shares of Class A Voting Common Stock 21.04% 31.25% 1 Richard H. Davidson iswas a member of the board of directors of AgriBank FCB, and isuntil March 2021. Roy H. Tiarks was a current member of the board of directors of AgriBank until 2017. Messrs. Davidson and Tiarks are current members of Farmer Mac'sMac’s Board of Directors and a Class B Nominee. Mr. Davidson doesNominees. They do not have beneficial ownership ofbeneficially own any shares held by AgriBank, FCB.

2 Including its affiliate, CoBank, FCB. Douglas E. Wilhelm served as Chief Risk Officer forEverett M. Dobrinski was a member of the board of directors of CoBank, ACB through December 2019. Although no longer a director of CoBank, Mr. Dobrinski currently serves on CoBank’s separate nominating committee that screens and interviews director candidates and recommends a slate of candidates for consideration by CoBank’s membership. Amy H. Gales was employed by CoBank from 2001 until 2012 and currently is a party2007 to a services agreement with CoBank under which he serves2018, most recently as an employee of CoBank.Executive Vice President. Mr. Wilhelm is aDobrinski and Ms. Gales are current membermembers of Farmer Mac'sMac’s Board of Directors and a Class B Nominee. Mr. Wilhelm doesNominees. They do not have beneficial ownership ofbeneficially own any shares held by CoBank, ACB or its affiliates.

3 Thomas W. Hill served until November 2010 as Senior Vice President, Chief Financial and Operations OfficerTodd P. Ware was a member of Farm Credit Bankthe board of Texas (FCBT) and currently is a party to a services agreement with FCBT under which he serves as an employeedirectors of FCBT.National Rural Utilities Cooperative Finance Corporation through June 2021. Mr. HillWare is a current member of Farmer Mac'sMac’s Board of Directors and a Class BA Nominee. Mr. HillHe does not have beneficial ownership ofbeneficially own any shares held by FCBT.National Rural Utilities Cooperative Finance Corporation. STOCK OWNERSHiP OF DiRECTORS, DiRECTOR NOMiNEES, NAMED EXECUTiVE OFFiCERS, AND CERTAiN BENEFiCiAL OWNERS


 

17



25 EXECUTIVE OFFICERS
The following table sets forth the names and ages of the current executive officers of Farmer Mac, the principal positions held by them with Farmer Mac, and the officers'officers’ experience priorbefore joining Farmer Mac. Name Age Farmer Mac Positions Held and Professional Experience Bradford T. Nordholm 66 Mr. Nordholm was appointed to serve as President and Chief Executive Officer in October 2018. Before his appoint- ment as Farmer Mac’s Chief Executive Officer, Mr. Nordholm was employed by Starwood Energy Group Global LLC (“Starwood Energy”), an affiliate of Starwood Capital Group, in various capacities since 2006, including serving as its first Chief Executive Officer & Managing Director from 2006 to 2016, its Co-Head & Senior Managing Director from 2016 to 2017, and its Vice Chairman & Senior Managing Director since 2017. Before joining Starwood Energy, Mr. Nordholm served from 2002 to 2006 in dual capacities as the Co-Founder and Chief Executive Officer of Tyr Energy, an energy infrastructure management firm, and as the Chairman of Tyr Capital, a capital investment firm. From 1995 to 1998, Mr. Nordholm served as the Chief Executive Officer of U.S. Central, which was a wholesale financial cooperative for corporate credit unions in the United States. Mr. Nordholm also served in senior-level positions at Aquila, which was later acquired by Kansas City Power & Light, from 1999 to 2002, and at National Cooperative Bank from 1984 to 1995. He was also employed in various capacities by Federal Land Bank of St. Paul (reorganized into AgriBank FCB) and Interregional Service Corporation of Minneapolis (acquired by an entity in the Farm Credit System) from 1980 to 1984. Mr. Nordholm currently serves on the board of directors of WETA. Mr. Nordholm received a Bachelor of Arts degree in Economics from Carleton College. Aparna Ramesh 47 Ms. Ramesh was appointed to serve as Executive Vice President – Chief Financial Officer in January 2020. Ms. Ramesh joined Farmer Mac with over two decades of financial experience, most recently with the Federal Reserve Bank of Boston, where she served in increasingly complex and senior finance roles culminating in her appointment as Senior Vice President & Chief Financial Officer. She also served as the Chief Administrative Officer and member of the management committee for the FedNowSM real-time payment and settlement service that was launched in 2019. In previous leadership roles at the Boston Fed, Ms. Ramesh drove transformative finance initiatives for the entire Federal Reserve System. In 2017, she was one of only 22 executives globally to be selected for the distinguished Aspen Institute Finance Leaders Fellowship for enlightened leadership in finance and society-at-large. Before joining the Boston Fed, Ms. Ramesh spent ten years in commercial banking at M&T Bank and Cambridge Savings Bank in roles spanning product management, asset-liability management, and profitability. Ms. Ramesh holds a Master of Business Administration degree from the Massachusetts Institute of Technology, Sloan School of Management; a Master’s degree in Finance from the Rochester Institute of Technology; and integrated Master’s degrees in Economics, Management, and Engineering from the Birla Institute of Technology and Science. Zachary N. Carpenter 40 Mr. Carpenter was appointed to serve as Executive Vice President – Chief Business Officer in May 2019. Mr. Carpenter has devoted much of his career to facilitating dependable credit and financial solutions for American agriculture and rural communities and has accumulated deep expertise developing and innovating financial solutions across the agri- business value chain while developing strong relationships with other providers of capital. Before joining Farmer Mac, Mr. Carpenter spent nearly a decade in various management positions at CoBank, ACB, most recently as a Managing Director and Sector Vice President of its Corporate Agribusiness Banking Group, and previously as Executive Director in its Capital Markets division. He has also served as a vice president in finance and corporate strategy at Goldman Sachs. Mr. Carpenter earned a Bachelor of Science degree in Economics with a concentration in corporate finance from the Wharton School of Business at the University of Pennsylvania and a Master of Business Administration with special- izations in corporate finance, accounting, and business law from the Stern School of Business at New York University. Stephen P. Mullery 55 Mr. Mullery was appointed to serve as General Counsel and Secretary in June 2012. He was promoted to Executive Vice President from Senior Vice President in April 2018. Before Mr. Mullery’s appointment as General Counsel in 2012, he served as Farmer Mac’s Assistant General Counsel starting in 2000 and then Deputy General Counsel starting in 2009. From 1995 to 2000, Mr. Mullery was an associate in the Washington, D.C. office of the law firm Cadwalader, Wickersham & Taft, where he focused on matters involving securitization, corporate finance, commercial real estate, and GSE regulation. Mr. Mullery received his undergraduate degree from Harvard College and graduated summa cum laude from Notre Dame Law School. EXECUTiVE OFFiCERS


26 Brian M. Brinch 45 Mr. Brinch was appointed to serve as Senior Vice President – Enterprise Risk Officer in March 2021, after having served as Senior Vice President – Rural Infrastructure since May 2019. Mr. Brinch served as Senior Vice President – Business Strategy and Financial Research for a year before that. Before Mr. Brinch’s appointment as Senior Vice President – Business Strategy and Financial Research, he served as Vice President – Financial Planning and Analysis starting in April 2014. Before that, Mr. Brinch served in multiple positions at Farmer Mac, including as Director – Financial Research, Manager – Financial Research, Senior Financial Research Associate, and Financial Research Associate, starting in 2000. Mr. Brinch received a Bachelor of Science degree in Meteorology from The Pennsylvania State University and a Master of Science degree in Agricultural and Applied Economics from The Pennsylvania State University. Mr. Brinch is also a Chartered Financial Analyst® charterholder and holds a Financial Risk Manager® designation from the Global Association of Risk Professionals. Marc J. Crady 52 Mr. Crady was appointed to serve as Senior Vice President – Chief Credit Officer in March 2021. Before that, he worked for Fifth Third Bank, where he was a Managing Director and spent more than a decade in its Food & Agribusiness and Leveraged Finance groups. He held roles across the commercial bank, including relationship management, business development, sponsor coverage, underwriting, and portfolio management. He led the Leveraged Finance Portfolio Management group starting at the onset of and through the depths of the recession caused by COVID-19. Mr. Crady earned a Bachelor of Science degree in finance from Indiana University and an MBA in management & strategy from the Kellogg School of Management at Northwestern University. Robert J. Maines 53 Mr. Maines was appointed to serve as Senior Vice President – Operations in March 2021, after having served as Vice President – Enterprise Risk Officer since joining Farmer Mac in December, 2018. Mr. Maines has over 30 years of experience in Financial Services in a variety of Executive Positions. Prior to joining Farmer Mac.Mac, Mr. Maines served as President and CEO of Outer Banking, Inc., a retail services company. From 2008 to 2016, Mr. Maines served as Executive Vice President – Chief Risk / Operations Officer at Beneficial Bank. In this role, Mr. Maines over- saw Enterprise Risk, Credit, Loan Operations, Deposit Operations, Compliance, Bank Secrecy Act (BSA), Security, Information Security, IT and Call Center Operations for the Bank. While at Beneficial Bank Mr. Maines chaired the Credit Risk Committee, was a member of the Asset / Liability Committee, Community Reinvestment Committee and Disclosure Committee. Mr. Maines spent two years prior to his time at Beneficial Bank as a Director at Accume Partners overseeing Audit and Risk Management engagements at a variety of Community Banks and Credit Unions in the Mid-Atlantic and Northeast Regions. Previously, Mr. Maines spent the 16 years at MBNA America and Bank of America in a variety of management roles in Credit, Workout, Loan Review, Internal Control, Audit, Information Security and Compliance. Mr. Maines graduated from the University of Delaware with a Bachelor of Science degree in Economics. Kerry T. Willie 57 Ms. Willie was appointed to serve as Senior Vice President – Chief Human Resources Officer in February 2022 after having served as Vice President – Human Capital since June 2018. Ms. Willie has over 20 years of human resources and operations experience, serving as Director, Human Resources Business Partner at Blackboard Inc. from 2015 to 2018. Before joining Blackboard, Ms. Willie served from 2007 to 2015 in several roles, most recently as Corporate Director of Human Resources at Northrop Grumman Corporation, where she provided talent management strategies for up to 3,000 employees. Before that, Ms. Willie served as Executive Vice President, Administration for SBLI USA, where she led human resources, customer operations, and facilities during a time of transformational growth. Ms. Willie’s early human resources career includes work at the Boston Public Health Commission and Hertz Car Rental. Ms. Willie holds a Master of Business Administration from Fairleigh Dickinson University, New Jersey, and a Bachelor of Science from Ithaca College, New York. Name Age Farmer Mac Positions Held and Professional Experience EXECUTiVE OFFiCERS


 

NameAgeFarmer Mac Positions Held and Professional Experience
Timothy L. Buzby47President and Chief Executive Officer. Mr. Buzby was appointed Chief Executive Officer on October 3, 2012. Prior to October 2012, Mr. Buzby was Farmer Mac's Senior Vice President – Chief Financial Officer beginning April 2009 and Treasurer beginning October 2009. Prior to April 2009, Mr. Buzby was Vice President – Controller of Farmer Mac from June 2003 through April 2009 and Acting Treasurer from October 2008 through April 2009. Mr. Buzby graduated from James Madison University with a Bachelor of Business Administration in Accounting in 1991, earned his Certified Public Accountant license, and began his career as an auditor and financial services consultant with KPMG.  After leaving KPMG in 1997, Mr. Buzby served as the Chief Financial Officer for two regional residential mortgage companies prior to joining Farmer Mac.
R. Dale Lynch49Executive Vice President – Chief Financial Officer and Treasurer. Mr. Lynch was appointed to serve as Chief Financial Officer and Treasurer on February 6, 2013. Mr. Lynch was promoted to Executive Vice President from Senior Vice President on February 3, 2015. Prior to his appointment as Farmer Mac's Chief Financial Officer, Mr. Lynch served as Vice President of Finance at U.S. Silica Holdings, Inc. from 2011 to 2012. Prior to that, he served as Executive Vice President of Finance of Allied Capital Corporation from 2004 to 2010. From 1989 to 2004, Mr. Lynch held various investment banking and analyst positions with Lehman Brothers, Deutsche Bank, and Merrill Lynch.
J. Curtis Covington60Senior Vice President – Agricultural Finance. Prior to becoming an executive officer of Farmer Mac on January 26, 2015, Mr. Covington served as the Managing Director for the Ag and Rural Banking division at Bank of the West, where he was responsible for managing the growth and performance of Bank of the West’s regional agricultural loan portfolio. Prior to joining Bank of the West in 2006, Mr. Covington worked in various loan production and management roles in the Farm Credit System and as a credit administrator at Rabobank, N.A. Since 1984, Mr. Covington has served as an adjunct faculty member in the Department of Agricultural Economics and Craig School of Business at California State University. Mr. Covington earned a Bachelor of Science degree in Finance from the University of Southern California and a Masters degree in Agribusiness from Santa Clara University. Mr. Covington served as the past Chairman of the Agricultural & Rural Bankers Committee of the American Bankers Association and serves as the the current Chairman of the Risk Management Association's Agriculture & Agribusiness Credit & Risk Management Round Table.
Stephen P. Mullery49Senior Vice President – General Counsel and Secretary. Mr. Mullery was appointed Senior Vice President – General Counsel and Secretary on June 8, 2012. Prior to that appointment, he served as Farmer Mac's Assistant General Counsel starting in 2000 and then Deputy General Counsel starting in 2009. Mr. Mullery was an associate in the Washington, D.C. office of the law firm Cadwalader, Wickersham & Taft from 1995 to 2000.



18



EXECUTIVE COMPENSATION GOVERNANCE

Introduction

27 The Compensation Committee determines and approves the total compensation of executive officers after evaluating current market compensation levels for comparable positions and assessing each executive officer’s performance during the previous calendar year. The Compensation Committee also consults with the chief execu- tive officer in evaluating all other executive officers. Neither the chief executive officer nor any other executive officer is present during delib- erations on his or her compensation by the Compensation Committee or the Board. The Compensation Committee, in consultation with the Corporate Governance Committee, recommends to the Board the total levels of compensation for Farmer Mac’s directors. The Compensation Committee does not delegate any of its authority to other persons. The Compensation Committee engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”) and otherwise known as McLagan, as its independent compensation consultant during 2021. Aon is accountable to and reports directly to the Compensation Committee. The Compensation Committee asked Aon to provide market data on executive and director compensation and information about compensation trends. The Compensation Committee met with Aon during 2021 both in general committee session and in executive session with no members of management present. The chair of the Compensation Committee also met separately with Aon with the consent of the other Compensation Committee members. Some of the noteworthy developments related to executive compen- sation for 2021 were: Ÿ  We approved an amended employment agreement with President and Chief Executive Officer Bradford T. Nordholm to extend the term of his employment and increase his 2021 target total direct compensation (see “Executive Compensation Governance— Executive Compensation—Agreements with Executive Officers”). Ÿ  We hired Marc J. Crady as Senior Vice President – Chief Credit Officer in March 2021 and determined his compensation for the year. The Compensation Committee of Farmer Mac'sMac’s Board of Directors (the "Compensation Committee"(“Compensation Committee”) determines the salaries, incentive compensation,com- pensation, and other compensation and benefits of Farmer Mac'sMac’s named executive officers. The Compensation Committee also recom- mends the compensation of directors and executive officers, subject to ratificationin consultation with the Corporate Governance Committee for approval by the Board of Directors in the case of compensation for directors.Board. The members of the Compensation Committee who determined the 20152021 compensation of Farmer Mac'sMac’s directors and named executive officers arevaried during the year depending on when compensation decisions were made. From January through May 2021, the Compensation Committee consisted of Mr. Davidson, Mr. Engebretsen, Dr. Faivre-DavisFaivre, and Messrs.Ms. Wilcher. During that time, the Committee determined executive officers’ base salaries, short- term incentive targets, and grants of long-term equity awards for 2021, as well as director compensation for 2021. Since May 2021, the Com- pensation Committee has consisted of Mr. Davidson, Everson, Johnson, Junkins,Mr. Engebretsen, Dr. Faivre, Mr. McKissack, and Maxwell.Mr. Ware. During that time, the Committee determined final short-term incentive payouts to execu- tives for performance in 2021. Mr. Davidson has served as chairmanchair of the Compensation Committee since June 7, 2012. No current member of Farmer Mac'sMac’s Compensation Committee is or has been an officer or employee of Farmer Mac. As described in more detail in "Corporate“Corporate Governance Matters—Director Independence," the Board has affirmatively determined that all members of the Compensation Committee are "independent"“independent” under:

Ÿ  Farmer Mac'sMac’s Corporate Governance Guidelines, which prescribe independence criteria that meet or exceed all general standards for director independence under applicable SEC and NYSE rules; and
Ÿ  the additionaladded independence criteria prescribed by NYSE rules specificallyspecifi- cally for directors who serve on the Compensation Committee.
During 2015,2021, the Compensation Committee reviewed and recommended reaffirmationrecom- mended approval of thea revised Compensation Committee Charter, which reaffirmation wasthe Board approved by the full Board on August 6, 2015.12, 2021. The complete text of the Compensation Committee Charter, which reflects standards set forth in SEC and NYSE rules, is available on Farmer Mac'sMac’s website (www.farmermac.com)(www.farmermac. com) in the "Corporate Governance"“Corporate Governance” portion of the "Investors"“Investors” section. A print copy of the Compensation Committee Charter is available free of charge upon written request addressed to Farmer Mac'sMac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006. EXECUTIVE COMPENSATION GOVERNANCE EXECUTiVE COMPENSATiON GOVERNANCE introduction and 2021 Highlights


 
The Compensation Committee determines and approves the total levels of compensation of all named executive officers (either as a committee or together with the other independent directors on the Board for the CEO's compensation) after evaluating current market compensation levels for comparable positions and assessing each officer's performance during the previous calendar year, including, for all other named executive officers, through discussions with the Chief Executive Officer. Neither the Chief Executive Officer nor any other named executive officer is present during deliberations on his compensation by the Compensation Committee or the Board. The Compensation Committee, after consultation with the Corporate Governance Committee, recommends to the Board of Directors the total levels of compensation to be awarded to Farmer Mac's directors. The Compensation Committee does not delegate any of its authority to other persons.

The Compensation Committee engaged Pay Governance LLC ("Pay Governance") to serve as its independent compensation consultant for 2015. Pay Governance is accountable to and reports directly to the Compensation Committee. The Compensation Committee asked Pay Governance to provide market data on executive and director compensation and information regarding compensation trends. The Compensation Committee met with Pay Governance during 2015 both in general committee session and in executive session without management present. The chairman of the Compensation Committee also held discussions with Pay Governance with the consent of the other Compensation Committee members.

Overview of Farmer Mac's Executive Compensation Practices

Farmer Mac's executive compensation program is designed to be consistent with good governance practices and is based on our philosophy that:

pay should be aligned with our business objectives, effective risk management, and stockholder interests; and
incentive compensation should be based on company and individual performance without encouraging undue risk-taking.

Under the oversight of our Compensation Committee from design to payout, our executive compensation program is based on a pay-for-performance approach (both short-term and long-term), as well as on executive retention. Our executive compensation program has the following key features consistent with sound governance:

Our short- and long-term incentive compensation is based upon balanced frameworks of metrics that are aligned with our mission and support the safety and soundness of Farmer Mac.

19



Over the last several years, we adjusted our executive compensation program to provide for more fixed compensation and less leverage, as evidenced by a higher percentage of total compensation in the form of base salary and cash bonus and fewer grants of stock appreciation rights ("SARs") as part of a smaller targeted value of equity grants overall for each executive officer. During that time, we shifted our long-term incentive compensation to a conservative, balanced mix of SARs, shares of performance-based restricted stock, and shares of time-based restricted stock, placing less emphasis on SARs in the mix of long-term incentive compensation.
Although the targeted value of equity grants now comprises a smaller percentage of the targeted value of overall compensation for our executive officers, we continue to use equity grants to remain competitive with our market for executive talent.
A significant amount of the long-term incentive compensation we award is contingent on long-term performance through our grants of SARs and shares of performance-based restricted stock.
Incentive awards under our performance-based cash and equity plans are subject to caps and specific performance minimums. The shares of performance-based restricted stock we grant are capped at the number of shares of restricted stock representing the targeted value at the time of grant and may not be increased by exceeding the established performance metrics.
Our dilution rate for shares of stock awarded through grants of equity-based compensation is low compared to the typical practices of other public companies.
28 Ÿ  We do not provide any pension or supplemental executive retirement plans ("SERPs")perquisites to our executive officers. Executive officers participate in our defined contribution retirement plan on the same terms available to all employees.
We have an employment agreement with our CEO that is a fixed term contract.
We provide conservative severance provisions, which are limited to the CEO, and we do not provide any additional benefits under a change-in-control (no "golden parachutes").
We do not provide executive perquisites such as club memberships, company cars, or car allowances. The onlyWe offer limited perquisites provided to executive officers above and beyond the benefits providedpro- vided to all other employees, are limited tosuch as paid parking and supplemental disability and life insurance, and, in limited circumstances, use of a corporate apartment during an executive officer's relocation process.
parking. Ÿ  Our insider trading policy prohibits any director or employee from engaging in hedgingpledging and pledgingspecified hedging activities in Farmer MacMac’s securities.
Ÿ  We have a stock ownership policy to better align the interests of officers and directors with those of Farmer Mac’s stockholders. Ÿ  We have a “clawback” policy that allows us to recover incentive compensation from current or former executive officers for an accounting restatement, termination of employment for “cause,” or an incorrect calculation of a financial measure used to determine the value or amount of incentive compensation. Ÿ  We evaluate our executive compensation program regularly to ensure that it does not create incentives for employees to take material risks.

Farmer Mac has designed its executive compensation program to align with good governance practices. The program reflects our philosophy that: Ÿ  pay should be aligned with appropriate business objectives, effective risk management, and stockholder interests; and Ÿ  incentive compensation should depend on company and individual performance without encouraging undue risk-taking. Under the oversight of our Compensation Committee from design to payout, our executive compensation program is based on a pay-for- performance approach (both short-term and long-term) and executive retention. Our executive compensation program has the following key features consistent with sound governance: Ÿ  Our short-term and long-term incentive compensation is based on balanced frameworks of metrics that are aligned with our mission and support the safety and soundness of Farmer Mac. Ÿ  We continue to use equity grants to remain competitive with our market for executive talent. Our long-term incentive compensation maintains a balanced mix of stock appreciation rights (“SARs”), per- formance-based restricted stock units (“RSUs”), and time-based RSUs, placing less emphasis on SARs in the mix of long-term incen- tive compensation. Ÿ  Much of the long-term incentive compensation we award is con- tingent on increased stockholder value and long-term performance through our grants of SARs and performance-based RSUs. Ÿ  Incentive awards under our performance-based cash and equity plans are subject to caps and specific performance minimums. Ÿ  We do not provide our executive officers with any pension or sup- plemental executive retirement plans (“SERPs”) that include an enhanced contribution formula compared to the formula used for contributions made by Farmer Mac on behalf of other employees. Executive officers participate in our defined contribution qualified retirement plan available to all employees. Our “make-whole” or “restoration” nonqualified deferred compensation plan offered to some executive officers uses the same contribution formula used to determine Farmer Mac’s contributions to the retirement accounts of all employees. Ÿ  We have an employment agreement with our CEO that is a fixed term contract. None of our other executive officers have employ- ment contracts. Ÿ  We provide conservative severance provisions to some executive officers, and we do not provide any additional benefits upon a change-in-control (no “golden parachutes”). Overview of Farmer Mac’s Executive Compensation Practices Compensation Discussion and Analysis

This Compensation Discussion and Analysis ("(“CD&A"&A”) discusses our executive compensation program, primarilymainly as it relates to our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers (the "namedduring 2021 (“named executive officers"officers”) whose compensation was determined by the Compensation Committee during 2015:

Timothy L. Buzby,: Ÿ Bradford T. Nordholm, President and Chief Executive Officer;

R. Dale Lynch, Ÿ Aparna Ramesh, Executive Vice President – Chief Financial Officer and Treasurer;

Tom D. Stenson,Officer; Ÿ  Zachary N. Carpenter, Executive Vice President and Chief Operating Officer through August 7, 2015, at which time he retired from Farmer Mac;

John Curtis "Curt" Covington, Senior Vice President – Agricultural Finance beginning January 26, 2015; and

Business Officer; Ÿ  Stephen P. Mullery, SeniorExecutive Vice President – General Counsel and Secretary.

These five individuals were the only people who served asSecretary; and Ÿ Marc J. Crady, Senior Vice President – Chief Credit Officer. This list of named executive officers has changed since our CD&A for 2020. The current list of named executive officers, our 2021 CD&A, and the related tabular disclosures reflect the hiring of Mr. Crady in March 2021. EXECUTiVE COMPENSATiON GOVERNANCE


29 Peer Groups and Market Posture Farmer Mac is a federally chartered corporation created to establish a secondary market for agricultural and rural loans designed to: Ÿ  increase the availability and affordability of credit for agricultural producers, rural utilities, and generators of renewable energy; Ÿ  provide greater liquidity and lending capacity for agricultural and rural lenders; and Ÿ  facilitate intermediate-term and long-term agricultural and rural funding across business cycles. Farmer Mac is unique because it is a government-sponsored enter- prise regulated by the Farm Credit Administration, but is also a publicly- traded financial services company. It is therefore difficult to iden- tify “peer” companies for comparison purposes. However, the Com- pensation Committee has worked with Aon to identify a blend of comparably-sized publicly-traded financial services companies and other mission-focused financial institutions whose business and risk profiles align with Farmer Mac’s. The result is a peer group that includes public banks, Farm Credit System institutions, Federal Home Loan Banks, and National Rural Utilities Cooperative Finance Corporation (“CFC”), a mis- sion-focused, financially-oriented cooperative based in the Washington, D.C. metropolitan area focused on financing rural infrastructure. The Compensation Committee uses a peer group to assess competi- tive practices. Any peer group used by Farmer Mac is selected based on criteria approved by the Compensation Committee and is designed to align the peer group with the unique attributes of Farmer Mac during 2015.Mac. The Compensation Committee evaluated the peer group in August 2020 as part of its annual review and, based on data and advice from Aon, approved Farmer Mac’s peer group for 2021. The 2021 peer group, like the peer group used for 2020 executive compensation decisions, includes three segments that groups similar types of organizations for analysis – one segment composed of 20 public banks, one segment composed of 13 Farm Credit System institutions, and one segment composed of 12 Federal Home Loan Banks. The one change to the peer group for 2021 was to add the compensation paid to Mr. Covington during 2015 was affectedexecutives at CFC to the composite peer group data reviewed by the timingCompensation Committee. The Compensation Committee selected the organizations in the 2021 peer group to balance traditional asset comparisons with total employee headcount, operating expense, complexity of his first dayoperations, number of employment atproducts, and realistic career opportunities. The Compensa- tion Committee believes that this approach to the peer group: Ÿ remains relevant to Farmer Mac being afterin business and organizational focus; Ÿ provides valuable information about relevant but distinct labor markets; Ÿ  is of sufficient size to buffer against the first dayeffects of the year.removals due to acquisitions and mergers; and Ÿ is robust enough to ensure statistical reliability of benchmarking data. Compensation Philosophy The compensation paid to Mr. Stenson during 2015 was affected by the timing of his last day of employment at Farmer Mac being before the last day of the year.


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General Compensation Goals and Pay Elements
The Board, of Directors, through the Compensation Committee, has adopted a total compensation philosophy for Farmer Mac. Farmer Mac'sMac’s total compensationcompen- sation philosophy is designed to maintain a compensation program that fosters a performance-oriented, results-based culture where compensationcompen- sation varies based on the business results achieved and is properly aligned with an acceptable risk profile, effective risk management, and stockholder returns. At the 20152021 Annual Meeting of Stockholders to approve the compensation of Farmer Mac'sMac’s named executive officers disclosed in Farmer Mac's 2015Mac’s 2021 Proxy Statement, approximately 99% of the votes cast by Farmer Mac'sMac’s stockholders (excluding broker non-votes and abstentions) were voted in support ofsupported the compensation of the named executive officers.officers. The Board considered the results of this advisory vote and in light of these results,determined that Farmer Mac'sMac’s compensation policies and decisions explained in detail in this CD&A,should continue to be focused on emphasizing Farmer Mac's aforementionedemphasize the total compensation philosophy. Specifically, theFarmer Mac’s compensation program is designedaims to:

attract, Attract, retain, and reward employees with the skills required to accomplish Farmer Mac'sMac’s business objectives;
provideobjectives Provide accountability and incentives for achievement of those objectives;
payobjectives Pay for performance by linking a significant amount of compensation to increased stockholder value and the attainment of established corporate performance goals;
properlygoals Properly balance Farmer Mac'sMac’s risk profile withwith both annual and long-term incentives; and
be integrated with Farmer Mac'sincentives Align with Farmer Mac’s business processes, includingsuch as business planning, performance management, succession planning, and risk management.

management Reward employees for accomplishments in leadership and strategic performance in areas that can be significant drivers of long-term stockholder value, such as progress on strategic initiatives involving environmental, social, and governance (“ESG”) issues Farmer Mac'sMac’s total compensation philosophy seeks to achieve the appropriate balance among market-based salaries, variable incentivevariable incen- tive compensation, and benefits collectivelycollectively designed to motivate our executivesthe named executive officers to achieve Farmer Mac'sMac’s current and long-termlong- term business objectivesobjectives and thereby enhance long-termlong-term stockholder value. value. This philosophy also seeks to encourage effective risk managementman- agement and prudent risk-taking within Board-establishedBoard-established parameters with the proper balance between short-term and long-term business performance. Farmer Mac strives to deliver a significant portion of total compensation for executive officers through both short-term and long-term incentives that vary with actual business and personal personal performance. EXECUTiVE COMPENSATiON GOVERNANCE


 
Peer Groups, Market Posture, and Compensation Philosophy

Farmer Mac was created by the United States Congress to establish a secondary market for agricultural and rural housing mortgages and rural utilities loans designed to:

increase the availability of credit for agricultural producers and rural utilities;
provide greater liquidity and lending capacity for agricultural and rural lenders; and
facilitate intermediate- and long-term agricultural and rural funding across business cycles.

Farmer Mac is unique because it is a government-sponsored enterprise that is regulated by the30 Ÿ   GreenStone Farm Credit Administration, but is also a publicly-traded financial services institution. Therefore, it is difficult to identify "peer" companies for comparison purposes. However, the Compensation Committee has worked with Pay Governance to identify a blend of comparably-sized publicly-traded financial services institutions and mission-focused cooperative financial institutions (including some other government-sponsored enterprises) whose business and risk profiles are aligned with Farmer Mac's. The result is a peer group that includes regional banks,Services, ACA Ÿ   Northwest Farm Credit System institutions,Services, ACA Federal Home Loan Banks and other financially-oriented cooperatives.

The Compensation Committee uses the peer group to assess competitive practices. This peer group was selected based on criteria approved by the Compensation Committee and is designed to align the peer group with the unique attributes of Farmer Mac. As a result, the peer group has representation from relevant talent competitors such as mortgage and thrift institutions, financial entities with a significant agricultural focus, Farm Credit System institutions, and other government-sponsored enterprises. In addition, the peer group includes organizations with significant mortgage operations and that are close in asset size to Farmer Mac. The peer group used by the Compensation Committee for determining the competitive market for 2015 executive compensation decisions consisted of:

AgFirst Farm Credit Bank
AgriBank Farm Credit Bank
BancorpSouth, Inc.

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CVB Financial Corp.
Farm Credit East
Federal Farm Credit Funding Corp.
Ÿ   Federal Home Loan Bank Office of Finance
Atlanta Ÿ   Federal Home Loan Bank of Boston
Ÿ   Federal Home Loan Bank of Chicago Ÿ   Federal Home Loan Bank of Cincinnati Ÿ   Federal Home Loan Bank of Dallas
Ÿ   Federal Home Loan Bank of Des Moines Ÿ   Federal Home Loan Bank of Indianapolis Ÿ   Federal Home Loan Bank of New York Ÿ   Federal Home Loan Bank of Pittsburgh
First Financial Bancorp.
First Midwest Bancorp Inc.
Flushing Financial Corp.
F.N.B. Corporation
Fulton Financial Corporation
Investors Bancorp
Ÿ   Federal Home Loan Bank of San Francisco Ÿ   Federal Home Loan Bank of Topeka Ÿ   FHLBanks Office of Finance Other Relevant Organization Used in Composite Data Ÿ   National Rural Utilities Cooperative Finance Corporation
NBT Bancorp
Northwest Bancshares, Inc.
Old National Bancorp
Provident Financial Services, Inc.
Susquehanna Bancshares, Inc.
TFS Financial
UMB Financial Corporation
Washington Federal

The Compensation Committee reviewedevaluated this peer group in October 2015August 2021 as part of its annual review and decided to remove Susquehanna Bancshares, Inc. fromkeep the peer group in connection withthe same to help inform executive compensation decisions for 2016 due to the merger of that entity into a larger financial institution during the latter half of 2015.

2022. The Compensation Committee believes that thethese peer group remains agroups are useful tooltools to assist the Compensation Committee in assessing Farmer Mac'sMac’s executive compensation program. However, due to the uniquenessprogram but provide only one perspective. Because of Farmer Mac'sMac’s unique business model and the importance of multiple factors that should be considered in makingmak- ing compensation decisions, the Compensation Committee has also concluded that competitive market data from theany peer group should not be the primary consideration in determining specific pay levels.levels, especially for positions that are not the Chief Executive Officer or the Chief Financial Officer. Our compensation program is designedaims to reward individualsindi- viduals for achieving our goals and to attract, retain, and motivate our executive team, whose skills are critical to the current and long-term success of Farmer Mac. In establishing compensation for 2015,2021, the Compensation Committee examined pay data from thethese peer groupgroups to stay current with market pay practices and design trends and to assess the competitiveness of overall compensation, but the CommitteeCommit- tee did not rely solelyonly on this data. We use data from the peer groupgroups for reference and informational purposes but also consider factors such as proprietary broader market survey data provided by our compen- sation consultants and our executive officers'officers’ individual performance, experience, and scope of role given the uniqueness of our unique strategy and mission. We do not specifically weight any of these criteria in making compensation decisions, nor do we target a specific percentile of the peer group. We manage total compensation to be competitive and vary the specific components of compensation to achieve our total compensation philosophy. For each named executive officer other than the Chief Executive Officer, the Compensation Committee considered recommendations of the Chief Executive Officer in addition to the above-described factors.

The performance measures under the short-term incentive plan are established each year in an effort to balance business volume and earnings growth with prudent risk management objectives. The Compensation Committee has established four performance measuresused this peer group to quantify these objectives:help determine the competitive market for 2021 executive compensation decisions: Public Banks Ÿ   BancorpSouth Bank Ÿ   Commerce Bancshares, Inc. Ÿ   First Financial Bankshares, Inc. Ÿ   First Interstate BancSystem, Inc. Ÿ   First Merchants Corporation Ÿ   First Midwest Bancorp Inc. Ÿ   Fulton Financial Corporation Ÿ   Glacier Bancorp, Inc. Ÿ   Great Western Bancorp, Inc. Ÿ   Heartland Financial USA, Inc. Ÿ   Northwest Bancshares, Inc. Ÿ   Old National Bancorp Ÿ   Pinnacle Financial Partners, Inc. Ÿ   Prosperity Bancshares, Inc. Ÿ   Provident Financial Services, Inc. Ÿ   Simmons First National Corporation Ÿ   Trustmark Corporation Ÿ   UMB Financial Corporation Ÿ   Umpqua Holdings Corporation Ÿ   United Community Banks, Inc. Farm Credit System Institutions Ÿ   AgCountry Farm Credit Services, ACA Ÿ   AgriBank, FCB Ÿ   AgFirst Farm Credit Bank Ÿ   American AgCredit, ACA Ÿ   Compeer Financial, ACA Ÿ   Farm Credit Bank of Texas Ÿ   Farm Credit East, ACA Ÿ   Farm Credit Mid-America, ACA Ÿ   Farm Credit Services of America, ACA Ÿ   Farm Credit West, ACA Ÿ   Federal Farm Credit Banks Funding Corporation EXECUTiVE COMPENSATiON GOVERNANCE



Net Program Volume;
Earnings;
Ratio of Substandard Assets to Regulatory Capital; and
Net Charge-offs.
In addition, the Compensation Committee has included a discretionary "Leadership and Strategic Performance" measure for each named executive officer, which is discussed in further detail on page 32.


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For purposes of determining whether the targets are met, the Compensation Committee defines the performance measures as follows:

"Net Program Volume": aggregate amount of Farmer Mac's on- and off-balance sheet assets attributable to Farmer Mac's four lines of business (Farm & Ranch, USDA Guarantees, Rural Utilities, and Institutional Credit).
"Earnings": core earnings (a non-GAAP financial measure reported by Farmer Mac described below) excluding the after-tax31 effects of provisions for losses,fair value fluctuations and the effects of specified infrequent or unusual transactions. In summary, the non-GAAP reconciling items between the two measures are: Ÿ   gains or losses on undesignated financial derivatives due to fair value or sale of real estate owned ("REO") property.
"Substandard Assets" and "Regulatory Capital": as reported in Farmer Mac's Annual Report on Form 10-K as of December 31, but excluding REO property.
"Net Charge-offs": net charge-offs against the allowance for losses and losses on REO property.

Core earnings principally differs from GAAP net income by excluding the after-tax effects of the following: unrealizedchanges; Ÿ   gains or losses on financial derivatives and hedging activities;activities due to fair value changes; Ÿ   unrealized gains or losses on trading assets;securities; Ÿ   amortization of premiums or discounts and deferred gains on assets consolidated at fair value; Ÿ   the net effects of terminations or net settlements on agency forward contracts;financial derivatives; and Ÿ   the lowerexclusion of costthe effects of specified infrequent or fair value adjustmentunusual trans- actions that Farmer Mac believes are not indicative of future operat- ing results and that may not reflect the trends and economic financial performance of Farmer Mac’s core business, such as the recognition of deferred issuance costs on loans held for sale. The Compensation Committeethe retirement of preferred stock. Farmer Mac believes that core earnings is a better measure than GAAP net income to evaluate the accomplishment of Farmer Mac's missionMac’s economic performance, transac- tion economics, and business trends because GAAP net income can be affected significantly by marketperiodic fluctuations thatin the fair value of the assets held by Farmer Mac. Those fluctuations are not related to Farmer Mac's mission.

Mac’s fundamental business and are not expected to have a cumulative net impact on Farmer Mac’s financial condition or results of operations over time because those assets are generally held to maturity. The Compensation Committee measures achievement against each of these performance measures as of year-end. Each performance measuremea- sure is weighted based on the Compensation Committee'sCommittee’s expectations, and the Compensation Committee establishes thresholds within each performance measure to determine the actual levels of attainment necessarynec- essary for payout. Although it is always a challenge to narrow down to a small number offew measures, the Compensation Committee chose these measures because they most closely represent the business goals established by the Board and management for each year and balance the need for business volume growth, earnings, disciplined underwriting, and continuedcontin- ued financial stability with the enhancement of stockholder value.

Long-Term Incentive Compensation. For long-term incentive compensationcompen- sation for executive officers, the Compensation Committee awards grants of equity-based compensation in the form of stock appreciation rights (SARs), shares of performance-based restricted stock,SARs, perfor- mance-based RSUs, and shares of time-based restricted.RSUs. All grants of equity-based compensation are required to comply with a policy approved by Farmer Mac'sMac’s Board of Directors and designed toto: Ÿ   create a framework for a consistent process for granting equity-based awards that preventsawards; Ÿ   prevent the backdating of awards, prohibitsawards; Ÿ   prohibit the manipulation of the timing of the public release of material information or of an award with the intent to benefit an award recipient,recipient; and ensuresŸ   ensure the overall integrity and efficiency of Farmer Mac’s award process. We do not specifically weight any of these criteria in making compen- sation decisions, nor do we target a specific percentile of any peer group. We manage total compensation to be competitive and vary the specific components of compensation to achieve our total com- pensation philosophy. For each named executive officer other than Farmer Mac’s Chief Executive Officer, the Compensation Committee considered recommendations of the Chief Executive Officer along with the above-described factors in establishing compensation for 2021. Approach to Incentive Compensation Farmer Mac strives to deliver a significant portion of total compen- sation for executive officers through both short-term and long-term incentives that vary with actual business and personal performance. Short-Term Incentive Compensation. The Compensation Committee establishes performance measures under the short-term incentive plan each year in an effort to balance business volume and earn- ings growth with prudent risk management objectives. For 2021, the Compensation Committee established three performance measures to quantify these objectives: Ÿ   Business Volume Ÿ   Earnings Ÿ   Ratio of Substandard Assets to Regulatory Capital The Compensation Committee has also included a discretionary “Leadership and Strategic Performance” measure for each named executive officer, as discussed on page 35. In determining whether the targets are met, the Compensation Committee defines the performance measures as follows: Ÿ   “Business Volume”: as of any date of determination, the total out- standing amount of Farmer Mac’s on- and off-balance sheet pro- gram assets attributable to Farmer Mac’s lines of business, including any subordinated or non-guaranteed tranches of securitized assets but excluding any assets held in Farmer Mac’s liquidity investment portfolio. Farmer Mac formerly reported four lines of business (Farm & Ranch, USDA Guarantees, Rural Utilities, and Institutional Credit) but recast those as two lines of business (Agricultural Finance and Rural Infrastructure Finance) starting in fourth quarter 2021. The Business Volume performance measure used to determine short- term incentive compensation for 2021 used an average of month- end balances during the calendar year. Ÿ   “Earnings”: core earnings (a non-GAAP financial measure reported by Farmer Mac described below) excluding the after-tax effects of provi- sions for losses, gains or losses on fair value, or sale of real estate owned (“REO”) property. Ÿ   “Substandard Assets” and “Regulatory Capital”: as reported in Farmer Mac’s Annual Report on Form 10-K as of December 31, but excluding REO property. Core earnings, as described in Farmer Mac’s Annual Report on Form 10-K filed with the SEC on February 28, 2022, differs from GAAP net income attributable to common stockholders by excluding the EXECUTiVE COMPENSATiON GOVERNANCE


32 incentive performance goals to reward achievements directly related to Farmer Mac’s strategic plan to grow its outstanding business volume while maintaining safety and soundness. The Compensation Committee continues to believe that grants of SARs provide a valuable way to link the executives’ long-term incentive compensation to the interests of Farmer Mac’s stockholders. SARs only have realizable value to the extent that the stockholders have received an increase in value while the SARs are outstanding. See “Executive Compensation Governance—Compensation Discussion and Analysis—Total Compensation Elements—Long-Term Incentive Compensation” for more information about the equity-based grants to named executive officers in 2021. Total Compensation Elements The total compensation package for the named executive officers con- sists of four elements to offer a balanced compensation package: Ÿ   base salary; Ÿ   annual (short-term) cash incentive compensation; Ÿ   long-term, equity-based incentive compensation; and Ÿ   retirement and other benefits, most of which are similarly provided to all other full-time employees. The Compensation Committee believes that this reflects its philos- ophy of promoting a performance-oriented, results-based culture where compensation varies based on business results achieved and is properly aligned with an acceptable risk profile, effective risk man- agement, and stockholder returns. Consistent with Farmer Mac’s total compensation philosophy, much of the named executive officers’ total compensation is performance-based. Under this policy, for grants of equity-based compensation awards in the form of shares of restricted stock,RSUs, the number of shares of restricted stockRSUs awarded is based on a target long-term incentive value approved by the Compensation Committee for the individual divided by the average closing price of Farmer Mac’s Class C common stockNon-Voting Common Stock over the previous 30 calendar days ending one weekseven calendar days before the date of grant.grant date. For grants of equity-based compensation awards in the form of SARs, the number of SARs awarded is based on a target long-term incentive value approved by the Compensation Committee for the individual divided by the Black-Scholes value as of one weekending seven calendar days before the grant date of grant based on assumptions consistent with the assumptions used by Farmer Mac uses for determining stock-based compensation expense under the Financial Accounting Standards Board’s Accounting Standards CodificationCodi- fication (ASC) Topic 718. The Board policy requires the exercise price or grant price of any SAR to be the fair value of Farmer Mac’s Class C common stockNon-Voting Common Stock on the date of grant which isdate, defined as the closing price of suchthat stock onas reported by the NYSE on the grant date.

Grants of equity-based compensation are generally made to our named executive officers on an annual basiseach year shortly after the filing of Farmer Mac'sMac’s Annual Report on Form 10-K with the Securities and Exchange Commission.SEC. Awards to executive officers may also be made in special circumstances such as the commencementstart of employment, exceptional performance, promotion, or assumption of additional duties. Mr. Covington and Mr. Lynch were awarded this latter type of equity-based compensation in early 2015 as described in more detail in "Total Compensation Elements—Long-Term Incentive Compensation." For the annualThe equity grants made to all five named executive officers in April 2015:

are generally allocated as follows: Ÿ   50% of the applicable targeted value for long-term incentive compensation was grantedcom- pensation in the form of shares of time-based restricted stock;
RSUs; Ÿ   25% of the applicable targeted value for long-term incentive compensation was grantedcom- pensation in the form of shares of performance-based restricted stock;RSUs; and
Ÿ   25% of the applicable targeted value for long-term incentive compensation was grantedcom- pensation in the form of SARs.


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The shares of time-based restricted stockperformance-based RSUs granted in April 2015 vest in three equal annual installments,March 2021 are linked to Farmer Mac’s performance so that the first of which vested on March 31, 2016, and the second and third of whichRSUs will vest on March 31, 2017 and March 31, 2018, respectively. The shares of performance-based restricted stock granted in April 2015 have been linked to Farmer Mac's performance so that they2024 only vest at the end of approximately three years if Farmer Mac achieves specified long-term performance goals focusedfor Business Volume as of December 31, 2023, subject to “gatekeeper” metrics related to capital and asset quality. These performance-based RSUs may increase or decrease above or below the targeted value at the time of grant, depending on capital adequacy and credit quality.actual per- formance. The Compensation Committee established the long-term incentive performance goals to reward certain achievements directly related to Farmer Mac's safety and soundness such as the enhancement of Farmer Mac's capital position and the maintenance of Farmer Mac's strong asset quality. The specific vesting targets established for the April 2015 grants of shares of performance-based restricted stock are:EXECUTiVE COMPENSATiON GOVERNANCE



50% of the shares of restricted stock will vest on March 31, 2018 if the Compensation Committee determines that Farmer Mac maintained compliance with all applicable regulatory capital requirements between January 2, 2015 and December 31, 2017, with the Compensation Committee retaining discretion to vest 0% to 100% of this portion of the award based on the Board’s subjective measurement of Farmer Mac’s capital adequacy over that three-year period; and

50% of the shares of restricted stock will vest on March 31, 2018 if the Compensation Committee determines that Farmer Mac achieved:

an annual rate of net charge-offs to the average balance of outstanding guarantees, loans, and commitments less than or equal to 20 basis points for the period starting on January 2, 2015 and ending on December 31, 2017, and
an average percentage of total 90-day delinquencies to the average balance of outstanding guarantees, loans, and commitments of not greater than 2.5% for the period starting on January 2, 2015 and ending on December 31, 2017.

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, and average balances are determined by calculating a simple average of reported balances as of the end of each calendar quarter.

The SARs granted in April 2015 vest in three equal annual installments, the first of which vested on March 31, 2016, and the second and third of which will vest on March 31, 2017 and March 31, 2018, respectively. Although the Compensation Committee has decreased the emphasis on SARs in recent years consistent with competitive practices in Farmer Mac's peer group and the broader financial services industry, the Compensation Committee continues to believe that the grants of SARs provide a valuable way to link the executives' long-term incentive compensation to the interests of Farmer Mac's stockholders. SARs only have realizable value to the extent that the stockholders have received an increase in value over the period that the SARs are outstanding.

Total Compensation Elements

The total compensation package for named executive officers consists of the following elements, provided with a view towards offering a balanced compensation package:

base salary;
annual (short-term) cash incentive compensation;
long-term, equity-based incentive compensation; and
retirement and other benefits, most of which are similarly provided to all other full-time employees.

The Compensation Committee believes this is consistent with its philosophy of promoting a performance-oriented, results-based culture where compensation varies based on business results achieved and is properly aligned with an acceptable risk profile, effective risk management, and stockholder returns.


24



33 The Compensation Committee approved the 20152021 target compensation levels for the five named executive officers as set forthdescribed in the table below:

2015below. 2021 Target Compensation Levels
NameBase SalaryTarget Bonus
Target Total Cash Compensation1
Target Long-Term Incentive Value2
Target Total Direct Compensation3
Timothy L. Buzby$675,000$540,000 (80% of base salary)$1,215,000$625,000$1,840,000
R. Dale Lynch$425,000$191,250 (45% of base salary)$616,250$340,000$956,250
Tom D. Stenson$444,729None$444,729$350,000$794,729
J. Curtis Covington$310,000$108,500 (35% of base salary)$418,500$287,000$705,500
Stephen P. Mullery$352,863$123,502 (35% of base salary)$476,365$200,000$676,365

Name Base Salary Target Bonus Target Total Cash Compensation1 Target Long-Term incentive Value2 Target Total Direct Compensation3 Bradford T. Nordholm $800,000 $800,000 (100% of base salary) $1,600,000 $1,000,000 $2,600,000 Aparna Ramesh $515,000 $206,000 (40% of base salary) $ 721,000 $ 325,000 $1,046,000 Zachary N. Carpenter $425,000 $265,625 (62.5% of base salary) $ 690,625 $ 340,000 $1,030,625 Stephen P. Mullery $450,000 $180,000 (40% of base salary) $ 630,000 $ 250,000 $ 880,000 Marc J. Crady4 $375,000 $150,000 (40% of base salary) $ 525,000 $ 150,000 $ 675,000 1 Target total cash compensation equals approved base salary plus target bonus.
2 Includes the targeted value of shares of time-based restricted stock, shares ofRSUs, performance-based restricted stock,RSUs, and SARs, with a target of approximatelyallocated at 50%, 25%, and 25%, respectively, for each type of the total equity award granted in April 2015 to each executive officer.2021. The number of shares of restricted stockRSUs and SARs actually granted in April 2015March 2021 was determined in accordance with the Board policy on grants of equity-based compensation described above in "Peer Groups, Market Posture, and Compensation Philosophy."
“Approach to Incentive Compensation—Long-Term Incentive Compensation.” 3 Target total direct compensation equals target total cash compensation plus the target long-term incentive value.

4 Mr. Crady’s actual 2021 base salary, annual cash incentive award earned for performance in 2021, and target total cash compensation for 2021 were prorated based on the number of days he was employed at Farmer Mac during 2021 starting March 3, 2021. Mr. Crady received long-term incentive equity awards in March 2021 based on the full $150,000 target value indicated. In determining the target compensation levels for 2021, the Compensation Committee reviewed peer group market informationinforma- tion provided by Pay GovernanceAon for the compensation elements of base salary, target total cash compensation, and target total direct compensation for each position. The Compensation Committee also reviewed otheroth- er market information related to trends in the broader banking and financial services industry provided by Pay GovernanceAon to provide additionalmore context. In determining each element of target compensation for 2015,2021, the Compensation Committee considered the applicable market informationinforma- tion in relation to Farmer Mac'sMac’s performance as well asand the relevant posi- tion in the peer group. The Compensation Committee also considered factors unique to each individual, such as an individual'sindividual’s: Ÿ   performance, expertise, experience, competencies, skills,and skills; Ÿ   contribution to Farmer Mac's performance,Mac’s performance; Ÿ   tenure at Farmer Mac,Mac; Ÿ   future potential,potential; Ÿ   scope of responsibility and accountability within Farmer Mac,Mac; Ÿ   ethics and integrity,integrity; and Ÿ   other leadership attributes and accomplishments, and job responsibilities, all compared to the relevant position in the peer group.accomplishments. The Compensation Committee does not target a specific percentile in the peer group for each element of total direct compensation and considerscon- siders the variety of factors described above in considering the range of competitiveness for target total direct compensation.

In February 2015, the The Compensation Committee reevaluatedevaluated the total compensation package for each executive officer with a title of Farmer Mac's executive officers.Senior Vice President and higher during first quarter 2021 (including approving the initial compensation package for Mr. Crady described in the table above). Based on the Compensation Committee’s review of peer group and other market data related to the broader banking and financial services industry, the Compensation Committee determined to make limitedapproved the following changes to the level of target total directnamed executive officer compensation for 20152021 compared to 2014 other than for Mr. Lynch, who was promoted from Senior Vice President to Executive Vice President2020: Ÿ   Bradford T. Nordholm: Increased annual base salary by $50,000 and assumed responsibility for Farmer Mac’s information technology and loan administration functions in February 2015. The Compensation Committee increased the totalfixed target direct compensation of Mr. Buzby and Mr. Mullery by approximately 3.2% and 2.4%, respectively,percentage for 2015 compared to their targeted levels for 2014, which was attributable to increases in base salary and target bonus that is a fixed percentagefrom 80% to 100% of base salary. Increased the targeted value of long- term incentive awards by $175,000 compared to 2020 grant of equity compensation. The Compensation Committee increasedcumulative effect of these actions was to increase Mr. Lynch'sNordholm’s total target direct compensation by approximately 17.6%19.5% for 20152021 compared to his targeted level for 2014 in recognition of his promotion and increased responsibilities. This increase was attributable to an increase in all three components of target total direct compensation2020. Before these increases for 2021, Mr. Lynch – an increase inNordholm’s base salary an increaseand target bonus had not increased since he was appointed as Farmer Mac’s President and CEO in October 2018. EXECUTiVE COMPENSATiON GOVERNANCE


34 Ÿ   Aparna Ramesh: Increased annual base salary by $15,000 and maintained the fixed target percentage for target bonus at 40% of base salary used to determine his target bonus, and an increase insalary. Increased the targeted value of his long-term incentive awards.incen- tive awards by $25,000 compared to 2020 grant of equity com- pensation. The cumulative effect of these actions was to increase Ms. Ramesh’s total target direct compensation by 4.6% for 2021 compared to her targeted level for 2020. Ÿ   Zachary N. Carpenter: Increased annual base salary by $15,000 and increased the fixed target percentage for target bonus from 50% to 62.5% of base salary. Increased the targeted value of long-term incentive awards by $25,000 compared to 2020 grant of equity compensation. The cumulative effect of these actions was to increase Mr. StensonCarpenter’s total target direct compensation by 10.8% for 2015 was significantly lower2021 compared to his targeted level for 2014 because Mr. Stenson did not have a2020. Ÿ   Stephen P. Mullery: Increased annual base salary by $15,000 and maintained the fixed target percentage for target bonus at 40% of base salary. Increased the targeted value of long- term incentive awards by $10,000 compared to 2020 grant of equity compensation. The cumulative effect of these actions was to increase Mr. Mullery’s total target direct compensation by 3.7% for 2015 based on2021 compared to his planned retirement from Farmer Mac before the end of the year. Mr. Covington's employment with Farmer Mac started in January 2015 under the compensation terms described in the table above, so the Compensation Committee did not revisit those terms during its evaluation of the total compensation packagetargeted level for each of Farmer Mac's executive officers in February 2015.

2020. Base Salary.Salary. We pay base salary to provide current and prospective executives with a predictable core amount of annual compensation, regardless of Farmer Mac'sMac’s financial results, so long as the executives performper- form their duties in a competent,

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professional manner. The Compensation Committee sets this pay element at a level that, by itself, would provide executives with a level of financial security commensurate with the competitive market, but not at a level expected to be adequate alone to retain executives or motivate outstanding performance. The Compensation Committee strives to balance the annual base salary with the opportunity for executives to realize value in the form of both short-termshort- term and long-term incentive compensation, while remaining competitivecompeti- tive relative to the peer group. The Compensation Committee reviews the base salaries of Farmer Mac'sMac’s executive officers annually shortly after the end of the calendar year, as well as at the time of executive promotions or other changes in responsibilities. Increases in salary normally take effect on January 1 unless a promotion or new hire necessitatesrequires a different timing.

In February 2015,connection with the Board’s approval of Mr. Nordholm’s amend- ed employment agreement in December 2020, the Compensation Committee approved a $50,000 increase in his annual base sal- ary for 2021, increasing it to $800,000 from $750,000 in 2020, a 6.7% increase. That decision was based on an evaluation of Mr. Nordholm’s outstanding performance during 2020 and peer group market data provided by Aon. Mr. Nordholm had not received a base salary increase since he first joined Farmer Mac in October 2018. Un- der Mr. Nordholm’s amended employment agreement, the Compen- sation Committee will review his base salary periodically for potential increases in the Committee’s sole discretion, but no increase in base salary will be required during the term of the amended employment agreement through March 31, 2024. In March 2021, the Compensation Committee determined the 20152021 annual base salaries for the named executive officersof Ms. Ramesh and Messrs. Carpenter and Mullery based on an evaluation of each executive'sindividual’s performance, experience, level of responsibilities, level of base salary, and peer group market data provided by Pay Governance.Aon. The Compensation Committee approved increases to the annual base salaries of those three individuals, which were effective retroactively to January 1, 2021: Ÿ   Ms. Ramesh – increase from $500,000 to $515,000; Ÿ   Mr. Carpenter – increase from $410,000 to $425,000; and Ÿ   Mr. Mullery – increase from $435,000 to $450,000. The annual merit increases of $15,000 each to Ms. Ramesh and Messrs. Carpenter and Mullery resulted in base salary increases of 3.0%, 3.7%, and 3.4%, respectively. The Compensation Committee determined Mr. Crady’s starting base salary of $375,000 per year in January 2021 before his appointment in March 2021. In March 2022, the Compensation Committee approved the following changes to the 2022 annual base salaries for the four non-CEO named executive officers, which were effective retroactively to January 1, 2015:

Mr. Buzby2022: Ÿ Ms. Ramesh – increase from $643,750$515,000 to $675,000;
$525,000; Ÿ Mr. LynchCarpenter – increase from $375,950$425,000 to $425,000;
Mr. Stenson – increase from $429,690 to $444,729;
Mr. Covington – maintain at $310,000 starting salary; and
$435,000; Ÿ Mr. Mullery – increase from $340,930$450,000 to $352,863.

These increases$465,000; and Ÿ Mr. Crady – increase from $375,000 to $385,000 Mr. Nordholm’s annual base salary reflectfor 2022 remained at $800,000, which is the Compensation Committee’s determinationbase salary agreed to grant anin his amended employment agreement signed in December 2020. The annual merit increaseincreases of 3.5%$10,000 each to Ms. Ramesh and Messrs. Carpenter and Crady and of $15,000 to Mr. Mullery resulted in base salary for eachincreases of the executive officers other than Mr. Covington, who began his employment with Farmer Mac in January 2015. Mr. Buzby received an additional increase in base salary above the annual merit increase, which reflects the Compensation Committee’s decision to more competitively align Mr. Buzby’s base salary with the base salaries received by chief executive officers in the peer group. The Compensation Committee also approved an additional increase to Mr. Lynch’s salary above the annual merit increase in connection with his promotion1.9%, 2.4%, 2.7%, and assumption of additional responsibilities.

In January 2016, the Compensation Committee determined the 2016 annual base salaries for the named executive officers based on the same factors considered in 2015. The Compensation Committee approved the following changes to annual base salaries of the four executive officers named below (Mr. Stenson was not employed by Farmer Mac after August 7, 2015)3.3%, which were effective retroactively to January 1, 2016:

Mr. Buzby – increase from $675,000 to $700,000;
Mr. Lynch – increase from $425,000 to $437,750;
Mr. Covington – increase from $310,000 to $319,300; and
Mr. Mullery – increase from $352,863 to $363,449.
These increases to base salary reflect the Compensation Committee’s determination to grant an annual merit increase of 3.7% in base salary for Mr. Buzby and an annual merit increase of 3.0% in base salary for each of the other three executive officers.

respectively. Annual Cash Incentive Compensation.Compensation. We provide annual cash incentiveincen- tive compensation as a means of motivatingto motivate and rewardingreward performance by the executiveexecu- tive officers. We measure this performance by comparing Farmer Mac'sMac’s results against specified short-term goals established by the CompensationCom- pensation Committee and reviewed by the Board. In determining the performance goals and weightings for the year, the Compensation Committee considers competitive practices for incentive design and seeks to encourage prudent risk-taking within Board-established parameters by balancing growth in business volume and earnings with risk management objectives. Consistent with this philosophy, the CompensationCom- pensation Committee chose performance goals and weightings for 20152021 that it believed struck the appropriate balance among the corporatecor- porate goals of earnings (25% weight), business volume (25% weight), and asset quality (two separate measures totaling a 25%(15% weight), as well as an individual'sindividual’s leadership and strategic performance (25%(35% weight). Achievement against eachThese are the same metrics and weightings used to determine short-term incentive compensation EXECUTiVE COMPENSATiON GOVERNANCE


35 for 2020 and use the same methodology for some of thesethe specific goals is measuredas first adopted for the design of the 2020 annual cash incentive com- pensation program: Ÿ   the result for the Business Volume metric for 2021 continued to be determined based on an average of monthly balances during the calendar year rather than as of year-end.the last day of the calendar year; Ÿ   the specified levels for the maximum payout of 200% for the Earnings and Business Volume metrics continued to reflect the “stretch” goals for those metrics for 2021 in Farmer Mac’s strategic plan; and Ÿ   the specified levels for the ratio of substandard assets to regulatory capital metric for 2021 remained more difficult to achieve compared to the years before 2020. These goals most closely represent the business strategies and objectives established by the Board and management in Farmer Mac'sMac’s business plan for 20152021 and seek to reward responsible growth by balancing the need for growth in business volume and earnings, disciplineddisci- plined underwriting, and continued financial stability with enhancement of stockholder value. The Compensation Committee believes that these short-term goals are consistentalign with Farmer Mac'sMac’s long-term goals and public mission. In 2015,2021, the Compensation Committee further aligned thecontinued its prac- tice of aligning business strategies and objectives established by the Board and management in Farmer Mac'sMac’s business plan for 2015the year by linking the threshold, target, and maximum amounts for each of the "Earnings"“Earnings” and "Net Program Volume"“Business Volume” components directly to projections made in Farmer Mac'sMac’s business plan for 2015,2021, instead of to fixed percentage increases over the prior year results. Also, asAs described in more detail below, Farmer Mac must also achieve certain pre-established financial and business thresholds before any annual cash incentive compensation will be paid.

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For 2015,2021, each of the named executive officer other than Mr. Stensonofficers earned the percentagespercent- ages of the components of his or her annual targeted cash incentive compensation as described in the table below. Mr. Stenson did not receive a cash bonus for 2015 due to his retirement from Farmer Mac before the end of the year, as planned. For 2015, the Compensation Committee decided to decrease the weight for the "Net Charge-off" component to 10% (down from 15% for 2014) and to increase the weight for the "Leadership and Strategic Performance" component to 25% (up from 20% for 2014). Thus, a total of 75%65% of each individual'sindividual’s incentive compensation for 2015 was based on2021 reflected Farmer Mac'sMac’s attainment of the specified measures, which was the same for all named executive officers. The remaining 25%other 35% of an individual'sindividual’s cash incentive compensation was based onreflected the Compensation Committee'sCommittee’s qualitative evaluation of the achievements toward the strategic initiatives of Farmer Mac by each of the named executive officersindividual and the named executive officers as a group. Mr. Crady’s annual cash incentive award earned in 2021 was prorated based on the number of days he was employed at Farmer Mac during 2021. For actual performance between threshold, target, and maximum amounts, the annual incentive award earned is interpolated on a straight-line basis. If performance falls below the threshold amount, no payment is made. For 2021, Farmer Mac met or exceeded: Ÿ   the amount set forth in the maximum column for “Ratio of Substandard Assets to Regulatory Capital”; and Ÿ   the amounts set forth in the threshold column for both “Earnings” and “Business Volume.” The Compensation Committee places the most weight in the short-term incentive “scorecard” on the “Leadership and Strategic Performance” component (weighted at 35%) because the Commit- tee believes that some accomplishments in this area that are more subjective and not easily quantified can be significant drivers of long- term stockholder value. Some of the factors considered by the Compensation Committee considers in its qualitative evaluation of each named executive officer were an individual'sindividual’s professional skills, leadership, responsibility, work organization, initiative, creativity, dedication, resourcefulness, and level of contribution to the attainment of business plan objectives.objectives and strategic initiatives. The Compensation Committee also considered the quality and adequacy of Farmer Mac's capital and the effectiveness of risk management as significant factors in evaluating the strategic accomplishments of the named executive officers in 2015.

For actual performance between threshold, target, and maximum amounts, the annual incentive award earned is interpolated on a straight-line basis. To the extent that performance falls below the threshold amount, no payment is made. For 2015, each named executive officer other than Mr. Stenson earned the percentages of the components of his annual targeted cash incentive compensation as described in the table below. For 2015, Farmer Mac met or exceeded the amounts set forth in the maximum column for "Ratio of Substandard Assets to Regulatory Capital" and "Net Charge-offs," the amount set forth in the target column for "Net Program Volume," and the amount set forth in the threshold column for "Earnings." For the Leadership and Strategic Performance component weighted at 25%, the Compensation Committee reviewed Farmer Mac's 2015Mac’s 2021 accomplishments and qualitatively judged, in its evaluation,evalua- tion, the 2021 achievements toward the strategic initiatives of Farmer Mac by each of the named executive officers and the named executive officers as a group, with particular focus on: Ÿ achieving strong earnings and excellent credit performance while strengthening Farmer Mac’s capital position through retained earnings and the issuance of preferred stock at a favorable long- term fixed rate; Ÿ   maintaining strong liquidity and uninterrupted access to the debt capital markets at favorable rates; Ÿ   successfully completing a securitization transaction using a unique structure that decreased Farmer Mac’s credit risk, improved its cap- ital efficiency, and achieved a gain-on-sale while retaining rights to future recurring fee income; Ÿ   completing a successful strategic acquisition of loan servicing rights and know-how that enhanced Farmer Mac’s operations by expand- ing its internal loan servicing capabilities; Ÿ   continued progress on the qualitystrategic initiatives involving environmental, social, and quantity ofgovernance (“ESG”) and diversity, equity, and inclusion (“DE&I”) issues; Ÿ   developing a strategic alliance with a leader in agricultural data collection and analytics; Ÿ   further enhancing Farmer Mac's capital maintained during 2015Mac’s long-term strategic planning and progress made on enhancing the effectiveness of risk managementmanagement; Ÿ   continued progress on developing the talent and infrastructure to handle more complex commercial loans; Ÿ   the outstanding leadership demonstrated by Farmer Mac’s executives in the face of the disruptions caused by the COVID-19 pandemic as Farmer Mac continued to provide needed liquidity and lending capacity to lenders serving rural America; Ÿ   effectively managing a 26% increase in the workforce in a primarily remote environment while also accomplishing other important strategic objectives.maintaining an operating efficiency below 30%; and Ÿ   Farmer Mac’s continued compliance with applicable regulatory requirements. EXECUTiVE COMPENSATiON GOVERNANCE


36 Besides these 2021 achievements, the Committee considered anoth- er factor as part of its qualitative evaluation of each named executive officer and determination of the “Leadership and Strategic Perfor- mance” component of the short-term incentive scorecard for each individual. The Committee noted that the decision to issue preferred stock at a favorable long-term fixed rate in May 2021 had the effect of reducing the 2021 result for “Earnings” due to higher than fore- casted expenses for preferred stock dividends that were not originally contemplated in Farmer Mac’s 2021 business plan. The Committee concluded that this decision was in the long-term best interests of stockholder value despite the dampening effect on “Earnings” in 2021, and the Committee adjusted the discretionary portion of the short-term incentive awards accordingly. When combined, the level of incentive achieved forby each of Messrs. Buzby, Lynch, Covington, and Mullerythe named executive officers for 2015 was 135.54%2021 ranged from 117% to 143% of each individual'sthe applicable target bonus.bonus (prorated for Mr. Crady). Annual incentive compensation payments for 20152021, which are disclosed in “Executive Compensation— Summary Compensation Table,” were paid in March 2016.

Measure Weight 
Threshold
(Pays 50%)
 
Target
(Pays 100%)
 
Maximum
(Pays 200%)
ResultPaid
Earnings 25% $47.0 million $52.3 million $57.5 million$47.2 million12.80%
Net Program Volume 25% $14.9 billion $15.2 billion $17.5 billion$15.9 billion32.74%
Ratio of Substandard Assets to Regulatory Capital 15% less than 100% less than 60% less than 40%18.30%30%
Net Charge-offs 10% 
0.12%
$18.2 million
 
0.08%
$12.1 million
 
0.05%
$7.9 million
0.02% $3.9 million20%
Leadership and Strategic Performance 25% Evaluation by Compensation Committee of Performance Evaluation by Compensation Committee of Performance Evaluation by Compensation Committee of Performancemaintenance of quality and quantity of capital and progress on effective risk management40%
Total 100%       135.54%

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2022. Measure1 Weight Threshold (Pays 50%) Target (Pays 100%) Maximum (Pays 200%) Result Paid Earnings 25% $106.6 million $112.7 million $125.1 million $111.8 million 23.24% Business Volume 25% $21.70 billion $22.67 billion $24.15 billion $22.29 billion 20.04% Ratio of Substandard Assets to Regulatory Capital 15% less than 50% less than 40% less than 30% 20.27% 30.00% Leadership and Strategic Performance 35% Evaluation by Compensation Committee of Performance Evaluation by Compensation Committee of Performance Evaluation by Compensation Committee of Performance leadership, strategic initiatives, risk management, and capital efficiency Varied by individual between 125% and 200% Total 100% Varied by individual between 117% and 143% 1 See page 31 for more detailed descriptions of these measures. For 2015,2021, no annual incentive compensation would have been paid unless both of the followingtwo criteria were met:

Ÿ  Farmer Mac has positive core earnings of at least $5.0$20.0 million after the provision for losses and preferred stock dividends; and
Farmer Mac is not Ÿ  the subjectCompensation Committee’s satisfactory evaluation of any regulatory enforcement action.regu- latory actions taken during the year. For short-term incentive compensation for performance in 2022, the Compensation Committee decided to maintain the essence of the methodology used to determine short-term incentive compensation for 2021 while incorporating some new features: Ÿ  adding a new metric (Total Revenues); Ÿ  adjusting the weightings of the metrics to reflect the addition of the new Total Revenues metric; Ÿ  setting the threshold, target, and maximum amounts for each of the Earnings, Total Revenues, and Business Volume metrics based on varying fixed percentage increases that are consistent with Farmer Mac’s business plan for 2022; and Ÿ  making the asset quality metric more difficult to achieve compared to 2020 and 2021. EXECUTiVE COMPENSATiON GOVERNANCE



37 For 2022, each of the named executive officers will earn percentages of the components of his or her targeted cash bonus for 2022, determined formulaically according to the revised scorecard below: Measure Weight Threshold (Pays 50%) Target (Pays 100%) Maximum (Pays 200%) Earnings 25% approximately 1% above 2021 result approximately 7% above 2021 result approximately 16% above 2021 result Total Revenues 15% approximately 1% above 2021 result approximately 7% above 2021 result approximately 16% above 2021 result Business Volume 10% average outstanding business volume for 2022 approximately 1% higher than 2021 year-end number average outstanding business volume for 2022 approximately 6% higher than 2021 year-end number average outstanding business volume for 2022 approximately 12% higher than 2021 year-end number Ratio of Substandard Assets to Regulatory Capital 15% less than 40% less than 25% less than 10% Leadership and Strategic Performance 35% Evaluation by Compensation Committee of Performance Evaluation by Compensation Committee of Performance Evaluation by Compensation Committee of Performance Total 100% The Compensation Committee retains discretion to award no annualannu- al cash incentive pay in appropriate circumstances regardless of the achievement against corporate performance targets.

For 2016, the Long-Term Incentive Compensation. The Compensation Committee maintained the weightsis keenly aware of the measures usedneed to discourage excessive risk taking by Farmer Mac’s executives while rewarding growth in determining the award of cash incentive compensation the previous year. Accordingly, each named executive officer other than Mr. Stenson will earn percentages of the components of his targeted cash bonus for 2016, determined formulaically according to the table below. As in 2015, a total of 75% of each individual's incentive compensation for 2016 will be based on Farmer Mac's attainment of the specified measures and 25% will be discretionary based on the Compensation Committee's evaluation. In evaluating the individual accomplishments of the named executive officers in 2016 and determining the discretionary portion of 2016 cash incentive compensation, thestockholder value. The Compensation Committee will consider capital, risk management, leadership, and strategic initiatives as the most significant factors.

Measure Weight 
Threshold
(Pays 50%)
 
Target
(Pays 100%)
 
Maximum
(Pays 200%)
Earnings 25% 90% of Business Plan forecast 100% of Business Plan forecast 110% of Business Plan forecast
Net Program Volume 25% 50% of difference between year-end 2015 level and Business Plan forecast 100% of Business Plan forecast 115% of Business Plan forecast
Ratio of Substandard Assets to Regulatory Capital 15% 100% 60% 40%
Net Charge-offs 10% 0.12% 0.08% 0.05%
Leadership and Strategic Performance 25% Evaluation by Compensation Committee of Performance Evaluation by Compensation Committee of Performance Evaluation by Compensation Committee of Performance
Total 100%      
For 2016, no annual incentive compensation will be paid unless both of the following criteria are met:

Farmer Mac has positive core earnings of at least $5.0 million after the provision for losses and preferred stock dividends; and
Farmer Mac is not the subject of any regulatory enforcement action.

Mr. Lynch's target bonus for 2015 was increased to 45% of base salary (from 40% for 2014) in recognition of his promotion and assumption of new responsibilities in February 2015. Although the specified percentage of annual base salary for purposes of targeted annual (short-term) cash incentive compensation or bonus has not changed for 2016 from 2015 for any named executive officer, the actual targeted annual (short-term) cash incentive compensation or bonus for 2016 will increase for each named executive officer in 2016 due to the increase in base salary of each named executive officer described above under "—Base Salary."

Long-Term Incentive Compensation. The Compensation Committeetherefore uses a mix of equity compensationcompen- sation for executive officers that is designed to reward performance and properlyprop- erly align the interests of executive officers with the long-term interests of stockholders through a balance of stockstock-based awards. In 2015,2021, long-term incentive compensation consisted of grants of shares of

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time-based restricted stock, shares ofRSUs, performance-based restricted stock,RSUs, and SARs with an exercise price equal to the fair market value of Farmer Mac'sMac’s Class C Non-Voting Common Stock on the date of grant. Competitive long-term incentive awards also serve tohelp retain executives over the longer term. The CompensationCompen- sation Committee considers the annual value of all components of the total compensation package, including base salary, annual incentive cash compensation, long-term incentive pay, and retirement benefits and perquisites when determining the form and level of long-term equity grants. Although there is no formula for allocation, the long-term incentive grants are considered as part of the overall compensation package. When considering the competitive market, the Compensation Committee looks at the annual value of long-term grants. The annual values granted reflect the intended compensation for that year, so prior grants are considered only to the extent thatif there is a concern with maintaining market competitiveness. The Compensation Committee is also keenly aware of the need to discourage excessive risk taking by Farmer Mac's executives while rewarding growth in stockholder value. The Compensation Committee changed the allocation of the total compensation elements in February 2014 for the named executive officers to further align Farmer Mac's total compensation package with its peer group by further shifting compensation opportunity in favor of cash compensation. The Compensation Committee did not alter this approach for 2015. The Compensation Committee believes that Farmer Mac's current compensation program, including this shift to more emphasis on cash compensation that began in 2014, strikes an appropriate balance in meeting the Compensation Committee's goals described above.

In January 2015, Mr. Covington was awarded 4,000 SARs in connection with the commencement of his employment. The exercise price of those SARs is the closing price on the grant date, and they will all “cliff” vest three years from the date of grant on January 26, 2018 if Mr. Covington is employed by Farmer Mac at that time. In February 2015, Mr. Lynch was awarded 6,778 shares of time-based restricted stock in connection with his promotion to Executive Vice President and assumption of additional duties. Those shares of restricted stock had a targeted value of $200,000 and will all "cliff" vest three years from the date of grant on February 3, 2018 if Mr. Lynch is employed by Farmer Mac at that time.

In April 2015,March 2021, the Compensation Committee granted shares of time-based restricted stock, shares ofRSUs, performance-based restricted stock,RSUs, and SARs to theall five named executive officers at the first Board meeting held after the filing of Farmer Mac'sMac’s Annual Report on Form 10-K for fiscal year 2014. The exercise price of those SARs is the closing price on the grant date.2020. In setting 20152021 equity awards, the Compensation Committee determined a targeted value for the awards to each individual that was competitive and reasonable when compared to Farmer Mac'sMac’s peer group and the practices of the broaderbroad- er banking and financial services industry, as well as consistent with Farmer Mac'sMac’s performance and compensation philosophy. Consistent with Farmer Mac's total compensation philosophy, a significant portion of the named executive officers' total compensation is performance-based. The shares of performance-based restricted stock granted to officers in April 2015 will vest on March 31, 2018 if Farmer Mac attains the performance targets identified on page 29. The shares of time-based restricted stock and SARs granted to officers in April 2015 vest ratably in installments over three years, with the first installment having vested on March 31, 2016.Ÿ   The overall targeted value for the April 2015March 2021 equity awards to Mr. Buzby ($625,000), Mr. Stenson ($350,000), and Mr. Mullery ($200,000) wereNordholm of $1,000,000 increased $175,000 compared to the sametargeted value of his 2020 equity awards, as agreed in his amended employment agreement. Ÿ   The overall targeted values used for the grant ofMarch 2021 equity awards to those individuals in 2014.Ms. Ramesh ($325,000) and to Mr. Carpenter ($340,000) in- creased by $25,000 each compared to the targeted values of their respective 2020 equity awards. Ÿ   The overall targeted value for the April 2015March 2021 equity awards to Mr. Lynch ($340,000) represented an increase fromMullery of $250,000 increased by $10,000 compared to the targeted value used for the award of Mr. Lynch'shis 2020 equity awards in 2014 ($287,000) and was not adjusted to reflect the prior grant of shares of restricted stock to Mr. Lynch in February 2015 as described above.awards. Ÿ   The overall targeted value for the April 2015March 2021 equity awards to Mr. Covington ($287,000) was not adjusted to reflect the prior grantCrady of SARs to Mr. Covington in January 2015 as described above.

In March 2016,$150,000 reflected his initial compensation package approved by the Compensation Committee before he joined Farmer Mac. Time-Based RSUs Granted in 2021 The Compensation Committee granted each of the named executive officers time-based RSUs in March 2021 that vest in three equal annual installments, the first of which vested on March 31, 2022. The second and third installments of those grants will vest on March 31, 2023 and March 31, 2024, respectively, if the individuals are still employed by Farmer Mac on those dates (or have satisfied the retirement provisions of the related award agreement). Because Mr. Nordholm and Mr. Mullery have already satisfied the retirement provisions of the award agreements for the 2021 grants of time-based RSUs, they will EXECUTiVE COMPENSATiON GOVERNANCE


38 vest in the remaining RSUs as scheduled in 2023 and 2024 even if they are no longer employed by Farmer Mac on the vesting dates unless either’s employment is terminated for cause. Performance-Based RSUs Granted in 2021 The performance-based RSUs granted to the named executive offi- cers in March 2021 will be eligible to vest on March 31, 2024 in an amount determined by the Compensation Committee for each exec- utive officer between 50% and 200% of the target number of RSUs granted to that executive officer. Subject to satisfaction of the “gate- keepers” described below, the number of shares of time-based restricted stock,Farmer Mac Class C Non-Voting Stock to be awarded for the vesting of these perfor- mance-based RSUs will be based on Farmer Mac’s Business Volume as of December 31, 2023 as follows: Ÿ performance at a Business Volume of $21.924 billion is required for vesting of any RSUs and will earn the threshold level of 50% of the target number of RSUs granted; Ÿ performance at the target Business Volume of $28.181 billion will earn 100% of the target number of RSUs granted; and Ÿ performance at or above the “stretch” goal for Business Volume included in Farmer Mac’s 5-year strategic plan of $35.863 billion will earn the maximum award of 200% of the target number of RSUs granted. Performance between these Business Volume goals will earn shares in an interpolated amount of the target number of RSUs granted (50% to 100% of the target number for performance between the threshold goal and target goal and 100% to 200% of the target number for performance between the target goal and “stretch” goal). The “gatekeepers” for the March 2021 grants of performance-based restricted stock,RSUs are: Ÿ  maintain compliance with all applicable regulatory capital require- ments during the January 1, 2021 through December 31, 2023 performance period; Ÿ  achieve a three-year average ratio of net charge-offs to the average balance of total outstanding on- and off-balance sheet loans, guar- antees, and commitments excluding any assets held in Farmer Mac’s liquidity investment portfolio (“Net Outstanding Business Volume”) less than 20 basis points (0.2%); and Ÿ  achieve a three-year average percentage of total 90-day delinquen- cies to the average balance of Net Outstanding Business Volume of less than 1%. In performing the calculations for the “gatekeepers,” “net charge-offs” means charge-offs to Farmer Mac’s allowance for losses net of actual recoveries plus any writedowns on real estate owned (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. SARs Granted in 2021 The SARs granted to the named executive officers (other thanin 2021 vest in three equal annual installments, the first of which vested on March 31, 2022. The second and third installments of those grants will vest on March 31, 2023 and March 31, 2024, respectively, if the individuals are still employed by Farmer Mac on those dates (or have satisfied the retirement provisions of the related award agreement). Because Mr. Stenson)Nordholm and Mr. Mullery have already satisfied the retirement provisions of the award agreements for the 2021 grants of SARs, they will vest in the remaining SARs as scheduled in 2023 and 2024 even if they are no longer employed by Farmer Mac on the vesting dates unless either’s employment is terminated for cause. 2022 Equity Grants In March 2022, the Compensation Committee granted time-based RSUs, performance-based RSUs, and SARs to each of the named executive officers at the first Committee meeting held after the filing of Farmer Mac'sMac’s Annual Report on Form 10-K for fiscal year 2015. The exercise price of those SARs is the closing price on the grant date.2021. The Compensation Committee set 20162022 equity awards in the same manner as it did in 20152021 and in accordance with Farmer Mac'sMac’s total compensation philosophy described above.

These 2022 equity awards are described in Farmer Mac’s Current Report on Form 8-K filed with the SEC on March 15, 2022. Retirement Plans.Plans. During 2015,2021, Farmer Mac provided retirement benefits for all employees through a 401(k) plan that contains an employer-funded defined contribution element under whichelement. Farmer Mac annuallyannual- ly contributes 13.2% of each employee'semployee’s base compensation up to the Social Security wage base ($118,500142,800 in 2015),2021) and 18.9% of each employee'semployee’s base compensation above the Social Security wage base, up to the compensation limit set by the Internal Revenue Service ($265,000290,000 in 2015)2021). Based on these contribution formulas and applicableappli- cable limits, Farmer Mac contributed $43,331$46,670 for 2021 to the 401(k) accounts of each of the named executive officer's 401(k) account for 2015 except for Mr. Stenson, for whomofficers. Farmer Mac contributed $35,621 to his 401(k) account for 2015. Farmer Mac'sMac’s 401(k) plan also permits employees to make their own retirement contributions, subject to applicable limits set by the Internal Revenue Service. Farmer Mac has offered a nonqualified deferred compensation plan to executive officers with a title of Executive Vice President or higher since May 2017. The plan is designed to restore employer retirement contributions for participants to the levels they would have otherwise been eligible to receive in employer contributions under the 401(k) plan absent the limits imposed by the Internal Revenue Code (“Code”) on the amount of compensation that can be considered under a qual- ified retirement plan. Under this nonqualified deferred compensation plan, Farmer Mac credits the account of each participant with an amount equal to 18.9% of the difference between (i) the annual com- pensation limit under 401(a)(17) of the Code, described above, and (ii) the participant’s annual base salary. In calculating employer cred- its, a participant’s annual base salary is capped at $700,000 for Farmer Mac’s President and Chief Executive Officer and $500,000 for all other participants. For 2021, Farmer Mac credited the accounts of Ms. Ramesh and Messrs. Nordholm, Carpenter, and Mullery in the EXECUTiVE COMPENSATiON GOVERNANCE


39 amounts of $39,690, $77,490, $25,515 and $30,240, respec- tively. Farmer Mac did not credit any amount under the nonqualified deferred compensation plan for Mr. Crady in 2021 because, as a Senior Vice President, he does not maintain any supplemental retirement planparticipate in that plan. See “Executive Compensation Governance—Executive Compensation—Nonqualified Deferred Compensation Table” for executive officers.

more information about Farmer Mac’s nonqualified deferred compensation plan. Other Benefits.Benefits. Farmer Mac provides a term life insurance policy with a face amount approximately equal to one year's base compensation for each of the named executive officers (other than for Mr. Stenson who retired fromparticipation in Farmer Mac in August 2015), as well as paid parking in the garage beneath Farmer Mac's headquarters and additional long-term disability insurance above the level provided to other employees. The named executive officers other than Mr. Stenson also participate in Farmer

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Mac's otherMac’s standard employee benefit plans on the same terms as other employees. These plans includeemployees, which include: Ÿ   medical, dental, and vision insurance coverage with all premiums paid by Farmer Mac,Mac; Ÿ   funding of an employee health savings account by Farmer Mac,Mac; and Ÿ   a $50,000 group term life insurance policy.policy that provides a benefit equal to one year’s base salary up to $300,000. Farmer Mac also makes available to its executive officers paid parking in the garage beneath Farmer Mac’s headquarters. In limited circumstances, Farmer Mac also reimburses for reasonable relocation expenses. Farmer Mac reimbursed Mr. Nordholm $41,072 in 2021 for some of his moving expenses related to the completion of the relocation of his household to the Washington, D.C. metropolitan area, which had been delayed due to the COVID-19 pandemic. Instead of reimbursing Mr. Crady for relocation expenses in 2021, Farmer Mac paid him a one-time sign-on cash bonus of $100,000 and provides usea relat- ed tax reimbursement “gross-up” amount of a corporate apartment during an executive officer's relocation process, a benefit$72,007 related to that bonus. Those payments to Mr. Covington received during 2015.

Nordholm and to Mr. Crady are reported in the “Summary Compensation Table” on page 42 in the “All Other Compensation” column. Payments in Connection with a Change-in-Control
Farmer Mac'sMac’s multi-class capital structure established by its statutory charter is written in a way that substantially precludes any change-in-control through voting rights associated with its Voting Common Stock. Accordingly,Thus, no provision is made for payments to named executive officers in connection with any change-in-control, and no outstanding equity awards to the named executive officers will vest upon a change-in-control.

Post-Employment Compensation
Mr. BuzbyNordholm has an employment agreement that provides for severancesever- ance payments in the eventif the agreement is terminated by Farmer Mac other than for cause. See "Executive Compensation—Employment Agreements with Executive Officers." Mr. Stenson was the only named executive officer who participatedMs. Ramesh and Messrs. Carpenter and Mullery cur- rently participate in Farmer Mac'sMac’s Amended and Restated Executive Officer Severance Plan during 2015, and that participation ended on August 7, 2015 upon Mr. Stenson's retirement from Farmer Mac.Plan. That severance plan provides for severance payments in the eventif Farmer Mac terminates employment other than for cause. See "Executive“Executive Compensation Governance—Executive Compensation—Potential Payments upon Termination or Change-in-Control— Agreements with Executive Officer Severance Plan."

Officers.” Impact of Accounting and Tax Treatment on Compensation Awards

In general, Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), places a limit of $1 million on the amount of compensation that Farmer Mac may deduct in any one year per person for Farmer Mac's Chief Executive Officer and the three other most highly compensatedcertain executive officers other than the Chief Financial Officer. There is an exception to the limitation for "performance-based compensation" meeting certain requirements.of Farmer Mac. Farmer Mac has not historically made compensation decisions based solely on the effect of the tax deductibility or accounting treatment of compensationcompensa- tion to named executive officers, although the Compensation CommitteeCommit- tee does balance tax deductibility with other business considerations. To the extent practicable, the Compensation Committee intends to preserve the tax deductibility of compensation paid to executive officers but will not necessarily limit executive compensation to what is deductible under Section 162(m) of the Code if necessary to attract, retain, and reward high-performing executives. Therefore, itIt is therefore possible that portions of compensation awards will not qualify as "performance-based compensation," and, when combined with salary and other compensation,for executive officers may exceed the per person $1 million limitation for deductibility in any particular year.

The And the deductibility of some types of compensation depends uponon the timing of an executive’s vesting or exercise of previously-grantedpreviously granted equity awards. Farmer Mac had $384 of non-deductible amounts related to Section 162(m) of the Code on the compensation paid to Farmer Mac's executive officers for the 2015 tax year.

Farmer Mac'sMac’s Policies on Stock Ownership and Trading
Farmer Mac does not have a policy in effect that requires a particular level of stock ownership by named executive officers. However, Farmer Mac has Stock Ownership Policy In March 2019, the Board approved a policy on insider tradingstock ownership applicable to allFarmer Mac’s officers and directors and employees, including named executive officers, that requires compliance with the federal securities laws and adherence(each, a “covered person”) to Farmer Mac's pre-clearance and other policies and procedures (including "open windows" for sales of stock and the adoption of Rule 10b5-1 plans). Farmer Mac's insider trading policy prohibits any director or employee from any pledging activitiesencourage them to maintain a meaningful ownership interest in Farmer Mac, securities,help align their interests with those of Farmer Mac’s stockholders, and from any short salespromote sound corporate governance and a long-term perspective in managing Farmer Mac. Under the policy, each covered person is expected to beneficially own a specified amount of Farmer Mac’s Class C Non-Voting Common Stock, calculated as a multiple of the covered person’s annual base salary or purchases or sales of puts, calls, or other derivative securities based on, Farmer Mac securities.

30



Policiesannual cash retainer, as described in the Eventtable below: Title Minimum Ownership Requirement Chief Executive Officer 3 times annual base salary Executive Vice President 2 times annual base salary Senior Vice President annual base salary Vice President half of annual base salary Non-Employee Director 2 times annual cash retainer In determining satisfaction of the applicable minimum ownership requirement for a Restatementcovered person, the policy includes the following shares and equity rights: Ÿ   shares directly owned or beneficially owned indirectly (such as through family trusts, immediate family members, or retirement accounts); Ÿ   shares of unvested time-based restricted stock; and Ÿ   shares attributable to unvested time-based RSUs. EXECUTiVE COMPENSATiON GOVERNANCE


 

40 All cash or equity incentive compensation awards granted since 2012 have been subject to Farmer Mac’s “clawback” policy. The Compensation Committee intends to adopt a formal "clawback" policy once relatedpro- vides that if final rules or regulations are issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"(“Dodd-Frank Act”). Any cash or equity incentive compensation awards granted since 2012 will be subject to any "clawback" policy adopted by, the Compensation Committee.
Committee will amend the policy to reflect and comply with these new rules and regulations. Risk
Farmer Mac has considered the extent to whichhow much its compensation policies and practices influence the behaviors of our executives and other employeesemploy- ees in taking business risks that could affect Farmer Mac.the company. We believe that our compensation policies and practices, either individually or in the aggregate, are not reasonably likely to have a material adverse effect on Farmer Mac.

Compensation Consultant Fees
The Compensation Committee has engaged Pay GovernanceAon to serve as the Compensation Committee'sCommittee’s independent compensation consultant from June 30, 2014 until June 30, 2015 and again from June 30, 2015 until June 30, 2016. Pay Governance wassince April 2019. Aon is accountable to and reportedreports directly to the CompensationCompen- sation Committee. Farmer Mac'sMac’s management had no role in selecting Aon in the Compensation Committee'sCommittee’s engagement of the firm or the individuals who serve as the Compensation Committee’s independent compensation advisors, although management did consult with other Aon advisors about compensation benchmarking for non-executive officer employees during 2020 (but not in 2021). Consistent with its compensa- tion consultant and had no relationindependence policy, the Compensation Committee pre- approved these additional advisory services provided to that consultant.management in 2020 ($26,750). For 2015,2021, Farmer Mac paidincurred an aggregate amount of $53,673 to Pay Governance$77,000 in fees for these consulting services (not including reimbursement for travel-related expenses). In 2015, Pay Governance did not provide any services to Farmer Mac other than the executive and director compensation advisory services that Aon provided directly to the Compensation Committee. Under its compensation consultant independence policy, the Compensation Committee will consider and pre-approve, as appropriate, any additional services provided by the Compensation Committee's consultant to Farmer Mac.

The Compensation Committee has assessed the independence of Pay Governance pursuant toAon under SEC rules and NYSE listing standards and concluded that no conflict of interest exists that would have prevented or would prevent Pay GovernanceAon from independently representing the Compensation Committee.

The shares and equity rights that do not count toward satisfaction of the applicable minimum ownership requirement for a covered per- son include: unexercised vested or unvested stock options or SARs; shares of unvested performance-based restricted stock; and shares attributable to unvested performance-based RSUs. The stock owner- ship policy requires covered persons to satisfy the applicable minimum ownership requirement within five years of March 13, 2019, or within five years from the date of hire, promotion, initial election to the Board, or initial appointment to the Board, as applicable. The Compensation Committee Interlocksadministers this policy and may make exceptions to the applicable minimum ownership requirement based on personal cir- cumstances or hardship of a covered person. For more information on the stock ownership of our named executive officers and directors, see “Stock Ownership of Directors, Director Nominees, Named Executive Officers, and Certain Beneficial Owners.” Insider Participation
Currently, directors Davidson, Everson, Faivre-Davis, Johnson, Junkins,Trading Policy Farmer Mac has a policy on insider trading applicable to all direc- tors and Maxwell compriseemployees, including named executive officers, that requires compliance with the federal securities laws and adherence to Farmer Mac’s pre-clearance and other policies and procedures (including “open windows” for sales of stock and adopting Rule 10b5- 1 plans). Farmer Mac’s insider trading policy prohibits any director or employee (including officers) from engaging in (1) any pledging activi- ties in Farmer Mac’s securities and (2) any short sales of, or purchases or sales of puts, calls, or other derivative securities based on, Farmer Mac’s securities. Clawback Policy Under Farmer Mac’s compensation recoupment or “clawback” policy, the Compensation Committee.Committee has the full power and authority and sole and exclusive discretion to construe, interpret, and administer the policy. The policy provides that Farmer Mac may recover from any current or former executive officer or controller and any other designated employee all or a portion of previously granted incentive compensation as follows: Ÿ  If Farmer Mac is required to prepare an accounting restatement, an amount, if any, (a) in excess of what would have been paid under the accounting restatement during the preceding three-year period, or (b) that constitutes a reasonable estimate of the effect of the accounting restatement if the excess amount described in (a) of this bullet cannot be determined directly from the information in the related accounting restatement. Ÿ  If an individual subject to the policy is terminated for “cause,” an amount up to 100% of the incentive compensation received during the preceding three-year period before the date of termination, with the amount to be determined by the Compensation Committee in its sole discretion based on the conduct involved. Ÿ  During the preceding three fiscal years, if a financial measure used to determine the value or amount of incentive compensation received from Farmer Mac was calculated incorrectly, any amount of the incentive compensation in excess of what would have been received based on the recalculated measure. Compensation Committee interlocks and insider Participation From January 2021 through May 2021, the Compensation Committee consisted of Mr. Davidson, Mr. Engebretsen, Dr. Faivre, and Ms. Wilcher. Since May 2021, the Compensation Committee has consisted of Mr. Davidson, Mr. Engebretsen, Dr. Faivre, Mr. McKissack, and Mr. Ware. None of these current directors is, or has been, a Farmer Mac officer or employee, and noneemployee. None of the current or former members of the Com- pensation Committee had any relationship requiring disclosure by Farmer Mac as a "related“related person transaction"transaction” under SEC rules. None of Farmer Mac'sMac’s current executive officers has served as a member of the Board or the Compensation Committee (or other Board commit- tee performing equivalent functions) or as a director of another SEC-reporting entity.SEC- reporting entity during the last completed fiscal year. EXECUTiVE COMPENSATiON GOVERNANCE



41 Compensation Committee Report
The following report of the Compensation Committee shall not be deemed to be "soliciting“soliciting material," or to be "filed"“filed” with the SEC, and will not be deemed to be incorporated by reference into any filing by Farmer Mac under the Securities Act or the Exchange Act, except to the extent thatunless Farmer Mac specifically requests that suchthe information be treated as soliciting material or specifically incorporates the report by reference into a document.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management, and, based on that review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. This report of the Compensation Committee shall be deemed "furnished"“furnished” in Farmer Mac'sMac’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.2021. Compensation Committee Richard H. Davidson, Chair James R. Engebretsen Sara L. Faivre Eric T. McKissack Todd P. Ware EXECUTiVE COMPENSATiON GOVERNANCE


 
Compensation Committee

Richard H. Davidson, ChairmanDennis A. Everson
Sara L. Faivre-DavisMitchell A. Johnson
Lowell L. JunkinsClark B. Maxwell


31



42 Executive Compensation
Summary Compensation Table
The following table sets forth certainprovides information about the compensation awarded to, earned by, or paid to Farmer Mac'sMac’s named executive officers for the fiscal year ended December 31, 20152021, as well as the two previous fiscal years, if applicable.
Name and
Principal Position
 
Fiscal
Year
 Salary 
Restricted
Stock
Awards1
 
SAR
Awards2
 
Non-Equity
Incentive
Compensation 3,4
 
All Other
Compensation 5,6
 Total
Timothy L. Buzby 2015 $675,000
 $489,737
 $186,146
 $731,916
 $20,151
 $2,102,950
President and CEO 2014 643,750
 469,854
 190,285
 879,260
 12,726
 2,195,875
  2013 500,000
 566,673
 130,862
 566,800
 15,761
 1,780,096
              

R. Dale Lynch 2015 425,000
 466,265
 101,187
 259,220
 8,995
 1,260,667
Executive Vice President – CFO 2014 375,950
 217,638
 87,638
 256,744
 7,245
 945,215
and Treasurer7
 2013 275,692
 233,355
 321,947
 181,376
 3,605
 1,015,975
              

J. Curtis Covington 2015 283,769
 224,463
 122,814
 147,061
 62,235
 840,342
Senior Vice President –              
Agricultural Finance7
              
               
Stephen P. Mullery 2015 352,863
 157,415
 59,503
 167,395
 7,243
 744,419
Senior Vice President – 2014 340,930
 151,533
 61,007
 203,724
 6,189
 763,383
General Counsel and Secretary 2013 307,413
 150,003
 138,569
 152,505
 5,466
 753,956
               
Tom D. Stenson 2015 311,021
 274,019
 104,369
 
 9,845
 699,254
Former Executive Vice President 2014 429,690
 265,437
 106,521
 440,166
 16,284
 1,258,098
and COO7
 2013 417,057
 233,355
 215,528
 354,682
 19,396
 1,240,018
Stock Awards Name and Principal Position Fiscal Year Salary RSU Awards1 SARs Awards2 Non-Equity incentive Compensation3,4 All Other Compensation5 Total Bradford T. Nordholm President and Chief Executive Officer 2021 $800,000 $824,103 $270,999 $1,146,238 $169,816 $3,211,156 2020 750,000 658,627 194,321 993,515 84,332 2,680,795 2019 750,000 610,107 211,115 1,049,737 79,380 2,700,339 Aparna Ramesh Executive Vice President – Chief Financial Officer6 2021 515,000 268,080 88,096 280,736 42,440 1,194,352 2020 500,000 227,960 83,281 327,672 231,710 1,370,623 Zachary N. Carpenter Executive Vice President — Chief Business Officer7 2021 425,000 280,495 92,136 361,993 28,404 1,188,028 2020 410,000 239,460 87,433 339,451 23,625 1,099,969 2019 260,822 — — 216,751 181,844 659,417 Stephen P. Mullery Executive Vice President – General Counsel and Secretary 2021 450,000 206,270 67,766 239,003 46,435 1,009,474 2020 435,000 182,564 66,624 282,029 76,872 1,043,089 2019 425,000 196,224 67,889 282,551 46,926 1,018,590 Marc J. Crady Senior Vice President – Chief Credit Officer8 2021 307,212 123,709 40,660 146,688 172,007 790,276 1 Represents the aggregate grant date fair value of the shares of performance-based and time-based restrictedRSUs awarded in February 20152021, 2020, and April 2015, excluding the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 9 to the financial statements on page 183 of Farmer Mac's Annual Report on Form 10-K for the year ended December 31, 2015.2019. The grant date fair value of the performance-based restricted stockRSUs assumes 100% as the probable outcome of the performance metrics over the three-year performance period. The grant date fair value for each share of the restricted stock awardedRSU awards in March 2021 was $88.68 per RSU. The grant date fair value for RSU awards in March 2020 was $75.16 per RSU. The grant date fair value for RSU awards in February 2015 and April 20152019 was $29.51 and $32.39, respectively, which in each case was$82.76 per RSU. The applicable fair value used for these RSU awards is the closing price of the stockFarmer Mac’s Class C Non-Voting Common Stock on the date of the RSU grant as reported by the NYSE. The grant date fair value for each share of the restricted stock awarded in 2014 and 2013 was $33.90 and $30.20, respectively, which in each case was the closing price of the stock on the date of grant, as reported by the NYSE.

2 Represents the aggregate grant date fair value of the SARs awarded in 2015, 2014,2021, 2020, and 2013, excluding the effect of estimated forfeitures.2019. Assumptions made in the calculation of these amounts are included in Table 9.5 of Note 9 to the financial statements on page 183 ofin Farmer Mac'sMac’s Annual Report on Form 10-K for the year ended December 31, 2015.2021. SARs awarded to Mr. Covington for his appointment as Senior Vice President – Agricultural Financeexecutive officers in January 2015March 2021 were granted at the fair value of $9.30$21.719909 per share, whileSAR. SARs awarded to executive officers in April 2015March 2020 were granted at the fair value of $10.61$15.04616 per share.SAR. SARs awarded to executive officers in April 2014February 2019 were granted at the fair value of $16.14$20.51651 per share. SARs awarded to Mr. Lynch for his appointment as CFO in February 2013 were granted atSAR. 3 For each of the fair value of $26.60 per share, while SARs awarded tonamed executive officers, in April 2013 were granted at the fair value of $21.17 per share.

3 The amounts in this column wereare (i) the amounts paid in 20162022 for amounts earned in 2015,2021; (ii) the amounts paid in 20152021 for amounts earned in 2014,2020, if applicable; and (iii) the amounts paid in 20142020 for amounts earned in 2013.

2019, if applicable. Mr. Carpenter’s annual cash incentive award earned in 2019 was prorated based on the number of days he was employed at Farmer Mac during 2019. Mr. Crady’s annual cash incentive award earned in 2021 was prorated based on the number of days he was employed at Farmer Mac during 2021. Mr. Nordholm elected to defer $573,119 (50%) of his non-equity incentive compensation award for 2021 under Farmer Mac's Nonqualified Deferred Compensation Plan, as shown below in “Nonqualified Deferred Compensation Table.” 4 AnnualFor each of the named executive officers, annual cash incentive awards earned for the business plan year ending on December 31, 20152021 were calculated as described in the Compensation“Compensation Discussion and AnalysisAnalysis—Total Compensation Elements—Annual Cash Incentive Compensation” on pages 31-32,34–36, and were paid in March 2016.

2022. 5 The amounts listed for each of the named executive officers includes:include: (i) dividend equivalents paid in cash on restricted stockRSUs that vested (a) in 20152021 in the amount of $11,914$51,254 for Mr. Buzby, $2,393Nordholm, $2,750 for Ms. Ramesh, $2,889 for Mr. Lynch, $8,964Carpenter, and $15,857 for Mr. Stenson, and $1,467 for Mr. Mullery,Mullery; (b) in 20142020 in the amount of $4,489$5,897 for Mr. Buzby, $644Nordholm and $15,491 for Mr. Lynch, $3,569 for Mr. Stenson, and $414 for Mr. Mullery,Mullery; and (c) in 20132019 in the amount of $8,700$18,873 for each of Messrs. Buzby and Stenson;Mr. Mullery; (ii) amounts paid on behalf of the named executive officers for life insurance premiums, to the extent that they previously elected to receive additional life insurance offered by Farmer Mac; and (iii) employer contributions under Farmer Mac’s nonqualified deferred compensation plan for 2021 in the amount of $77,490 for Mr. Nordholm, $39,690 for Ms. Ramesh, $25,515 for Mr. Carpenter, and $30,240 for Mr. Mullery; for 2020 in the amount of $78,435 for Mr. Nordholm, $40,635 for Ms. Ramesh, $23,625 for Mr. Carpenter, and $28,350 for Mr. Mullery; and for 2019 in the amount of $79,380 for Mr. Nordholm and $27,405 for Mr. Mullery. For Mr. Nordholm, the amount listed for 2021 EXECUTiVE COMPENSATiON GOVERNANCE


43 CEO Pay Ratio Median Employee Under regulations implemented by the SEC under the Dodd-Frank Act, Farmer Mac must disclose the ratio of annual total compensation of its Chief Executive Officer to the median total compensation of all of Farmer Mac’s employees (excluding the Chief Executive Officer) for the most recently completed fiscal year. Farmer Mac identified its median employee for 2021 by examining its payroll records for the year-to-date gross earnings of all individuals, excluding Farmer Mac’s President and Chief Executive Officer, who were employed by Farmer Mac on December 17, 2021, the second to last pay date of the year (“determination date”), all of whom were working on a full-time basis at that time. Farmer Mac is not using the same median employee in its pay ratio calculation from the prior fiscal year because that employee has already been used for three consecutive years. Excluding Farmer Mac’s President and Chief Executive Officer, Farmer Mac employed 153 individuals as of the determination date. The year-to-date gross earnings consisted of the following for each individual employed by Farmer Mac as of the determination date: base salary, annual short- term incentive compensation received for service during 2021, and the grant date fair value of any equity award granted during 2021. Ratio of Annual Total Compensation of CEO to Median Employee Farmer Mac’s President and Chief Executive Officer, Mr. Nordholm, served in that role for all of 2021 and his total annual compensation has been set forth in the Summary Compensation Table in this proxy statement. The annual total compensation for the median employ- ee has been calculated using the same methodology used for our named executive officers in the Summary Compensation Table in this proxy statement. The calculations of annual total compensation for Mr. Nordholm and Farmer Mac’s median employee are $3,211,156 and $153,000, respectively. Thus, Farmer Mac’s reasonable estimate of the 2021 CEO to median employee pay ratio is 21:1. In light of the many different methodologies, assumptions, adjustments, and esti- mates that companies may apply under the regulations implemented by the SEC under the Dodd-Frank Act, this information should not be used as a basis for comparison to other companies. Grants of Plan-Based Awards Table The table below provides, for each of the named executive officers during 2021, more information about 2021 grants of RSUs and SARs under Farmer Mac’s Amended and Restated 2008 Omnibus Incentive Plan and the potential range of awards that were approved for parking at2021 under the annual incentive compensation plan. These awards are also described in the Summary Compensation Table above. includes $41,072 in expenses paid by Farmer Mac's headquarters; and (iii) amounts paid on behalfMac to reimburse Mr. Nordholm for some of eachhis moving expenses related to the completion of the named executive officers for disability and life insurance premiums.relocation of his household to the Washington, D.C. metropolitan area, which had been delayed due to the COVID-19 pandemic. For Mr. Covington,Carpenter, the amount listed also includesfor 2019 is for expenses paid by Farmer Mac for Mr. Covington'sCarpenter’s relocation in January 2015 from California to the Washington, D.C., metropolitan area, which consisted of a reimbursement of $100,000 of Mr. Covington'sCarpenter’s moving expenses and Farmer Mac's paymenta related income tax reimbursement “gross-up” amount of rent$81,844 related to those expenses. For Ms. Ramesh, the amount listed for 2020 includes a sign-on cash bonus of $100,000, in lieu of relocation expenses, and incidental costsa related income tax reimbursement “gross-up” amount of $91,075 related to that bonus. For Mr. Mullery, the amount listed for 2020 includes an accrued vacation payout of $32,692. For Mr. Covington's temporary housingCrady, the amount listed for 2021 includes a sign-on cash bonus of $100,000, in an apartment located near Farmer Mac's main office.

6lieu of relocation expenses, and a related income tax reimbursement “gross-up” amount of $72,007 related to that bonus. The amounts listed for each of the named executive officers do not include: (i) the costs for health insurance paid on behalf of the named executive officers because they are the same as amounts paid for health insurance costs on behalf of other employees who elected similar coverage (e.g., single, married, or family coverage); (ii) premium payments made on behalf of the named executive officers for the $50,000 group term life insurance policy plan because they participate in this plan on the same terms as all other Farmer Mac employees; and (iii) employer contributions to Farmer Mac'sMac’s 401(k) retirement plan on behalf of the named executive officers because they participate in this plan on the same terms as all other Farmer Mac employees.

7 Mr. Lynch succeeded Mr. Buzby as 6 Ms. Ramesh was appointed Executive Vice President – Chief Financial Officer and Treasurer effective February 15, 2013.in January 2020. 7 Mr. Stenson retired from Farmer Mac on August 7, 2015.Carpenter was appointed Executive Vice President – Chief Business Officer in May 2019. 8 Mr. Covington commenced his employment at Farmer Mac on January 26, 2015.Crady was appointed Senior Vice President – Chief Credit Officer in March 2021. EXECUTiVE COMPENSATiON GOVERNANCE

32




Grants of Plan-Based Awards Table

 

The table below provides, for each
44 Estimated Future Payouts Under Non-Equity incentive Plan Awards1 Estimated Future Payouts Under Equity incentive Plan Awards2 All Other Option Awards: Number of the named executive officers, additional information about 2015 grantsSecurities Underlying Options3 (#) Exercise Price of sharesOption Awards4 ($/Sh) Grant Date Fair Value of restricted stockStock and SARs under Farmer Mac's 2008 Omnibus Incentive Plan and the potential range of awards that were approved for 2015 under the annual incentive compensation plan. These awards are further described in the SummaryOption Awards5 ($) Name Grant Date Board or Compensation Table above.
      
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards1
 
Estimated Future 
Payouts
Under Equity
Incentive Plan
Awards2
 
All Other
SARs
Awards:
Number of
Securities
Underlying
SARs3
(#)
 
Exercise
Price of
SARs
Awards4
($/Sh)
 
Grant
Date Fair
Value of
Stock
and
SARs
Awards5
($)
Name 
Grant
Date
 Compensation Committee Approval Date 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Threshold
(#)
Maximum
(#)
   
Timothy L. Buzby     $270,000
 $540,000
 $1,080,000
         
  4/1/2015 3/31/2015  
  
  
 10,080     $326,491
  4/1/2015 3/31/2015  
  
  
 5,040     163,246
  4/1/2015 3/31/2015          17,550 $32.39
 186,146
      $270,000
 $540,000
 $1,080,000
 15,120 17,550   $675,883
                    
R. Dale Lynch     $95,625
 $191,250
 $382,500
         
  2/3/2015 2/3/2015       6,778     $200,019
  4/1/2015 3/31/2015       5,490     177,821
  4/1/2015 3/31/2015        2,730     88,425
  4/1/2015 3/31/2015  
  
  
    9,540 $32.39
 101,187
      $95,625
 $191,250
 $382,500
 14,998 9,540   $567,452
                    
J. Curtis Covington 1/26/2015 12/2/2014 $54,250
 $108,500
 $217,000
    4,000 $28.17
 $37,219
  4/1/2015 3/31/2015        4,620     149,642
  4/1/2015 3/31/2015        2,310     74,821
  4/1/2015 3/31/2015          8,070 $32.39
 85,595
      $54,250
 $108,500
 $217,000
 6,930 12,070   $347,277
                    
Stephen P. Mullery     $61,751
 $123,502
 $247,004
       
  
  4/1/2015 3/31/2015       3,240     $104,943
  4/1/2015 3/31/2015       1,620     52,472
  4/1/2015 3/31/2015          5,610 $32.39
 59,503
      $61,751
 $123,502
 $247,004
 4,860 5,610   $216,918
                    
Tom D. Stenson     $
 $
 $
         
  4/1/2015 3/31/2015       5,640     $182,679
  4/1/2015 3/31/2015  
  
  
 2,820     91,340
  4/1/2015 3/31/2015  
  
  
    9,840 $32.39
 104,369
      $
 $
 $
 8,460 9,840   $378,388
Committee Approval Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Bradford T. Nordholm $400,000 $800,000 $1,600,000 3/2/2021 3/2/2021 — 6,195 6,195 $ 549,373 3/2/2021 3/2/2021 1,549 3,098 6,196 $ 274,731 3/2/2021 3/2/2021 12,477 $88.68 $ 270,999 $400,000 $800,000 $1,600,000 1,549 9,293 12,391 12,477 $1,095,103 Aparna Ramesh $103,000 $206,000 $ 412,000 3/2/2021 3/2/2021 — 2,016 2,016 $ 178,779 3/2/2021 3/2/2021 504 1,007 2,014 $ 89,301 3/2/2021 3/2/2021 4,056 $88.68 $ 88,096 $103,000 $206,000 $ 412,000 504 3,023 4,030 4,056 $ 356,176 Stephen P. Mullery $ 90,000 $180,000 $ 360,000 3/2/2021 3/2/2021 — 1,551 1,551 $ 137,543 3/2/2021 3/2/2021 388 775 1,550 $ 68,727 3/2/2021 3/2/2021 3,120 $88.68 $ 67,766 $ 90,000 $180,000 $ 360,000 388 2,326 3,101 3,120 $ 274,036 Zachary N. Carpenter $132,813 $265,625 $ 531,250 3/2/2021 3/2/2021 — 2,109 2,109 $ 187,026 3/2/2021 3/2/2021 527 1,054 2,108 $ 93,469 3/2/2021 3/2/2021 4,242 $88.68 $ 92,136 $132,813 $265,625 $ 531,250 527 3,163 4,217 4,242 $ 372,631 Marc J. Crady $ 75,000 $150,000 $ 300,000 3/2/2021 3/2/2021 — 930 930 $ 82,472 3/2/2021 3/2/2021 233 465 930 $ 41,236 3/2/2021 3/2/2021 1,872 $88.68 $ 40,660 $ 75,000 $150,000 $ 300,000 — 1,395 1,860 1,872 $ 164,368 1 These columns show the range of potential payouts under the annual incentive compensation plan.plan for all named executive officers during 2021. The performance period covers January 1, 20152021 through December 31, 2015.2021. For actual performance between threshold, target, and maximum, the annual incentive award earned is interpolated on a straight-line basis. See "—“Executive Compensation Governance—Compensation Discussion and Analysis—Total Compensation Elements—Annual Cash Incentive Compensation"Compensation” for a discussion of the material terms of the total payout for 20152021 under non-equity incentive plan awards.

awards for Ms. Ramesh and Messrs. Nordholm, Mullery, Carpenter, and Crady. 2 Represents the potential payout range of shares of restricted stockrelated to RSUs granted in 2015.2021. The grants of shares of time-based restricted stockRSUs to Ms. Ramesh and Messrs. Nordholm, Carpenter, Mullery, and Crady in February 2015 will "cliff" vest on February 3, 2018. The grants of shares of time-based restricted stock in April 2015 willMarch 2021 vest in three equal annual installments, the first of which vested on March 31, 2016, and the2022. The second and third installments of whichthose grants will vest on March 31, 20172023 and March 31, 2018, respectively. For 50%2024, respectively, if those individuals are still employed by Farmer Mac on those dates or satisfy the retirement provisions of the related award agreements. The grant of shares of performance-based restricted stock,RSUs vesting on March 31, 20182024 is contingent on Farmer Mac maintaining compliance with all applicable regulatorythe achievement of performance objectives related to business volume, subject to “gatekeeper” metrics related to capital requirements betweenand asset quality for the performance period of January 2, 2015 and1, 2021 through December 31, 2017, with2023 (“Performance Period”). If at the end of the Performance Period the Compensation Committee retaining discretiondetermines that Farmer Mac has satisfied the “gatekeepers,” the performance-based RSUs will be eligible to vest on March 31, 2024 in an amount determined by the Compensation Committee for each execu- tive officer between 0% and 200% of the target number of RSUs granted to that executive officer, based on Farmer Mac’s total outstanding on- and off-balance sheet loans, guarantees, and commitments excluding any assets held in Farmer Mac’s liquidity investment portfolio (“Net Outstanding Business Volume”) as of December 31, 2023. Performance at the target Net Outstanding Business Volume of $28.181 billion will earn 100% of this portionthe target number of RSUs granted. Performance at a Net Outstanding Business Volume of $21.924 billion is required for vesting of any performance-based RSUs and will earn the award based on the Board’s subjective measurementthreshold level of Farmer Mac’s capital adequacy over that three-year period. For the remaining 50% of the granttarget number of sharesRSUs granted. Performance at or above Net Outstanding Business Volume of performance-based restricted stock, vesting is contingent on Farmer Mac attaining:

33




A.an annual rate of net charge-offs to the average balance of outstanding guarantees, loans, and commitments less than or equal to 20 basis points for the period starting on January 2, 2015 and ending on December 31, 2017; and

B.an average percentage of total 90-day delinquencies to the average balance of outstanding guarantees, loans, and commitments of not greater than 2.5% for the period starting on January 2, 2015 and ending on December 31, 2017.

Performance and payouts are determined independently for each metric and awards$35.863 billion will earn the maximum award of shares200% of performance-based restricted stockthe target number of RSUs granted. Performance-based RSUs that vest are settled in shares of Farmer Mac'sMac’s Class C Non-Voting Common Stock at the end of the three-year performance period if the applicable metric is attained in its entirety. No partial settlements are permitted for any metric.Stock. EXECUTiVE COMPENSATiON GOVERNANCE



45 3 Represents the number of SARs granted during 2015.2021. The SARs granted to Ms. Ramesh and Messrs. Nordholm, Carpenter, Mullery, and Crady in January 2015 "cliff" vest on January 26, 2018. The SARs granted in April 2015March 2021 vest in approximately three equal annual installments, the first of which vested on March 31, 2016, and the2022. The second and third installments of whichthose grants will vest on March 31, 20172023 and March 31, 2018, respectively.

2024, respectively, if those individuals are still employed by Farmer Mac on those dates or satisfy the retirement provisions of the related award agreements. 4 The exercise price is the closing price for a share of Class C Non-Voting Common Stock on the date of grant as reported by the NYSE.

5 Amounts shown represent the grant date fair valuevalues of the equity awardawards granted to the named executive officers in 2015. The values in this column exclude the effect of estimated forfeitures.2021. For grants of shares of restricted stock,RSUs, the fair value is the market value of the underlying stock on the grant date (which is the same price as the exercise price for SARs). For SARs granted on January 26, 2015,in March 2021, the fair value aton the grant date has been estimated using the Black-Scholes option pricing model with the following assumptions: a dividend yieldassumptions set forth in Table 9.5 of 1.988%; an expected volatility of 43.68%; a risk-free interest rate of 1.355%; and an expected life of five years, resulting in a value of approximately $9.30 per share. For SARs granted on April 1, 2015, the fair value at grant date has been estimated using the Black-Scholes option pricing model with the following assumptions: a dividend yield of 1.976%; an expected volatility of 43.32%; a risk-free interest rate of 1.32%; and an expected life of five years, resulting in a value of approximately $10.61 per share. See Note 9 to the financial statements on page 183 ofin Farmer Mac'sMac’s Annual Report on Form 10-K for the year ended December 31, 2015.

2021, resulting in a value of approximately $21.72 per SAR. Outstanding Equity Awards at Fiscal Year End
The following table sets forth certain information as of December 31, 2015 relating to There were no unexercised stock options previously granted to the named executive officers. All outstanding options are fully vested:
Name 
Number of
Shares
Underlying
Unexercised
Options
#
Exercisable
 
Number of Shares
Underlying
Unexercised Options
#
Unexercisable
 
Option 
Exercise Price
 
Option
Expiration Date
Timothy L. Buzby 23,043  26.36 June 1, 2016
  28,134  29.33 June 7, 2017
         
R. Dale Lynch    
         
J. Curtis Covington    
         
Stephen P. Mullery 5,000  24.98 October 3, 2016
  2,000  32.77 October 3, 2017
         
Tom D. Stenson 56,058  29.33 June 7, 2017
         
         



34



The following table sets forth certain informationofficers as of December 31, 2015 relating to2021. The table below provides information about unexercised SARs previously granted to the named executive officers:
Name 

Unexercised SARs
#
Exercisable
 

Unexercised SARs
#
Unexercisable1
 
SARs
Exercise Price
 
SARs
Expiration
Date
Timothy L. Buzby 19,509  $28.94 June 5, 2018
  45,000  12.20 April 1, 2020
  20,000  18.77 April 7, 2021
  20,000  21.69 April 5, 2022
  8,983  32.85 December 6, 2022
  4,120 2,061 30.20 April 3, 2023
  3,930 7,860 33.90 April 2, 2024
   17,550 32.39 April 1, 2025
         
R. Dale Lynch  4,000 37.17 February 15, 2023
  6,786 3,394 30.20 April 3, 2023
  1,810 3,620 33.90 April 2, 2024
    9,540 32.39 April 1, 2025
         
J. Curtis Covington  4,000 28.17 January 26, 2025
   8,070 32.39 April 1, 2025
         
         
Stephen P. Mullery 4,000  7.35 October 2, 2018
  5,000  7.78 October 7, 2019
  5,000  10.43 October 1, 2020
  3,000  18.14 October 4, 2021
  3,000  21.69 April 5, 2022
  4,363 2,182 30.20 April 3, 2023
  1,260 2,520 33.90 April 2, 2024
   5,610 32.39 April 1, 2025
         
Tom D. Stenson 42,617  28.94 June 5, 2018
  20,000  18.77 April 7, 2021
  20,000  21.69 April 5, 2022
  6,786 3,394 30.20 April 3, 2023
  2,200 4,400 33.90 April 2, 2024
   9,840 32.39 April 1, 2025
Ms. Ramesh and Messrs. Nordholm, Carpenter, Mullery, and Crady as of December 31, 2021. SAR Awards Name Number of Securities Underlying Unexercised SARs # Exercisable Number of Securities Underlying Unexercised SARs # Unexercisable1 SARs Exercise Price SARs Expiration Date Bradford T. Nordholm 6,860 3,430 $82.76 February 27, 2029 4,305 8,610 75.16 March 3, 2030 — 12,477 88.68 March 2, 2031 Aparna Ramesh — 3,690 $75.16 March 3, 2030 — 4,056 88.68 March 2, 2031 Stephen P. Mullery 6,545 — $30.20 April 3, 2023 3,780 — 33.90 April 2, 2024 5,610 — 32.39 April 1, 2025 7,125 — 35.75 March 15, 2026 3,381 — 60.84 March 14, 2027 2,445 — 86.15 March 13, 2028 2,206 1,103 82.76 February 27, 2029 1,476 2,952 75.16 March 3, 2030 — 3,120 88.68 March 2, 2031 Zachary N. Carpenter 1,937 3,874 $75.16 March 3, 2030 — 4,242 88.68 March 2, 2031 Marc J. Crady — 1,872 $88.68 March 2, 2031 1 Unexercisable SARs that expire in April 2025with an exercise price of $88.68 per share vest in three equal annual installments, the first of which vested on March 31, 2016, and the2022. The second and third of whichinstallments will vest on March 31, 20172023 and March 31, 2018, respectively; unexercisable2024, respectively, if the applicable individuals are still employed by Farmer Mac on those dates or satisfy the retirement provisions of the related award agreements. Unexercisable SARs that expire in January 2025 "cliff" vest on January 26, 2018;unexercisable SARs that expire in April 2024with an exercise price of $75.16 per share vest in three equal annual installments,install- ments, the first and second of which vested on March 31, 20152021 and March 31, 2016,2022, respectively, and the third of which will vest on March 31, 2017; unexercisable2023 if the applicable individuals are still employed by Farmer Mac on those dates or satisfy the retirement provisions of the related award agreements. Unexercisable SARs that expirewith an exercise price of $82.76 per share vested in April 2023full on March 31, 2022 (with the previous two installments having already vested on March 31, 2016; unexercisable SARs that expire in February 2023 vested on January2020 and March 31, 2016.2021). EXECUTiVE COMPENSATiON GOVERNANCE


35



46 The following table sets forth certainprovides information about unvested RSUs previously granted to Ms. Ramesh and Messrs. Nordholm, Carpenter, Mullery, and Crady as of December 31, 2015 relating to shares2021. Stock Awards Name Number of unvested restricted stock previously granted to the named executive officers:
Name 
Number of
Unvested Shares of
Restricted Stock
 
Market Value of
Unvested Shares of
Restricted Stock1
 
Vesting Date2
Timothy L. Buzby 18,950 $598,252
 March 31, 2016
  11,060 349,164
 March 31, 2017
  8,400 265,188
 March 31, 2018
       
R. Dale Lynch 8,402 265,251
 March 31, 2016
  5,410 170,794
 March 31, 2017
  6,778 213,981
 February 3, 2018
  4,560 143,959
 March 31, 2018
       
J. Curtis Covington 1,540 48,618
 March 31, 2016
  1,540 48,618
 March 31, 2017
  3,850 121,545
 March 31, 2018
       
Stephen P. Mullery 5,382 169,910
 March 31, 2016
  3,570 112,705
 March 31, 2017
  2,700 85,239
 March 31, 2018
       
Tom D. Stenson 8,762 276,616
 March 31, 2016
  6,250 197,313
 March 31, 2017
  4,700 148,379
 March 31, 2018

Shares or Units of Stock that Have Not Vested Market Value of Shares or Units of Stock that Have Not Vested1 Vesting Date2 Bradford T. Nordholm 7,734 $958,475 March 31, 2022 5,997 743,208 March 31, 2023 5,163 639,851 March 31, 2024 Aparna Ramesh 1,346 $166,810 March 31, 2022 2,357 292,103 March 31, 2023 1,679 208,078 March 31, 2024 Stephen P. Mullery 2,374 $294,210 March 31, 2022 1,866 231,253 March 31, 2023 1,292 160,118 March 31, 2024 Zachary N. Carpenter 1,411 $174,865 March 31, 2022 2,473 306,479 March 31, 2023 1,757 217,745 March 31, 2024 Marc J. Crady 310 $ 38,418 March 31, 2022 310 38,418 March 31, 2023 775 96,046 March 31, 2024 1 Calculated based on a price of $31.57$123.93 per share which was the(the closing price for the Class C Non-Voting Common Stock on the last trading day of 2015,2021 as reported by the NYSE.

NYSE). 2 For the shares of restricted stockRSUs vesting in 2016:on March 31, 2022: (i) vesting of one-third of each of the grants of shares of time-based restricted stockRSUs made in 2013, 2014,2019, 2020, and 2015;2021 (only grants made in 2020 and 2021 for Ms. Ramesh and Mr. Carpenter and only the grant made in 2021 for Mr. Crady); (ii) with respect to 50% of the grant of shares of performance-based restricted stockRSUs made in 2013,2019 to Messrs. Nordholm and Mullery, vesting iswas contingent on Farmer Mac maintaining compliance with all applicable regulatory capital requirements between January 1, 20132019 to December 31, 2015,2021, with the Compensation Committee retaining discretion to vest 0% to 100% of this portion of the award based on the Board'sCommittee’s subjective measurementevaluation of the efficiency of Farmer Mac'sMac’s use of capital adequacy over that three-year period and (iii) with respect to 50% of the grant of shares of performance-based restricted stockRSUs made in 2013,2019 to Messrs. Nordholm and Mullery, vesting iswas contingent on Farmer Mac attaining:

A.an annual rate of net charge-offs to the average balance of outstanding guarantees, loans, and commitments equal to or less than 20 basis points for the period from January 1, 2013 to December 31, 2015, measured at those two dates; and

B.the average percentage of total non-performing assets (exclusive of delinquencies of not more than 90 days) to the average balance of outstanding guarantees, loans, and commitments of not greater than 2.5% for the period from January 1, 2013 to December 31, 2015.

A. annual rate of net charge-offs in the Farm & Ranch line of business to the average balance of outstanding guarantees, loans, and commitments in the Farm & Ranch line of business less than or equal to 20 basis points for the period starting on January 1, 2019 and ending on December 31, 2021; and B. an average percentage of total 90-day delinquencies in the Farm & Ranch line of business to the average balance of outstanding guarantees, loans, and commitments in the Farm & Ranch line of business of not greater than 2.5% for the period starting on January 1, 2019 and ending on December 31, 2021. The Compensation Committee determined that the performance goals set forth underin the preceding clauses (ii) and (iii) in this footnote 2 were met, so 100% of the shares of performance-based restricted stock vestingRSUs granted in 20162019 vested on March 31, 2016. 

2022 for Messrs. Nordholm and Mullery. For the shares of restricted stockRSUs vesting in 2017:March 2023: (i) vesting of one-third of each of the grants of shares of time-based restricted stockRSUs made in 20142020 and 2015; (ii) with respect to 50% of2021 (only the grant of sharesmade in 2021 to Mr. Crady); and (ii) the target amount of performance-based restricted stock made in 2014, vesting is contingent on Farmer Mac maintaining compliance with all applicable regulatory capital requirements between January 1, 2014RSUs eligible to December 31, 2016, withvest as determined by the Compensation Committee retaining discretion to vest 0% to 100% of this portion of the award basedfor each executive officer contingent on the Board's subjective measurementachievement of performance objectives related to business volume, subject to “gatekeeper” metrics related to capital and asset quality for the performance period of January 1, 2020 through December 31, 2022, as described in more detail in Farmer Mac's capital adequacy over that three-year period and (iii)Mac’s Current Report on Form 8-K filed with respect to 50% of the grant of shares of performance-based restricted stock made in 2014, vesting is contingentSEC on Farmer Mac attaining:

A.annual rate of net charge-offs to the average balance of outstanding guarantees, loans, and commitments less than or equal to 20 basis points for the period starting on January 1, 2014 and ending on December 31, 2016; and

B.an average percentage of total 90-day delinquencies to the average balance of outstanding guarantees, loans, and commitments of not greater than 2.5% for the period starting on January 1, 2014 and ending on December 31, 2016.

March 10, 2020. For the shares of restricted stock vesting in February 2018, all shares of the time-based restricted stock will "cliff" vest on February 3, 2018. For the shares of restricted stockRSUs vesting in March 2018:2024: (i) vesting of one-third of each of the grant of sharesgrants of time-based restricted stockRSUs made in March 2015;2021; and (ii) with respect to 50% of the grant of sharestarget amount of performance-based restricted stock made in 2015, vesting is contingent on Farmer Mac maintaining compliance with all applicable regulatory capital requirements between January 2, 2015RSUs eligible to December 31, 2017, withvest as determined by the Compensation Committee retaining discretion to vest 0% to 100% of this portion of the award basedfor each executive officer contingent on the Board's subjective measurementachievement of Farmer Mac'sperformance objectives related to busi- ness volume, subject to “gatekeeper” metrics related to capital adequacy over that three-yearand asset quality for the performance period of January 1, 2021 through December 31, 2023, as described in more detail in “Executive Compensation Governance—Compensation Discussion and (iii) with respect to 50% of the grant of shares of performance-based restricted stock madeAnalysis—Total Compensation Elements—Long Term Incentive Compensation — Performance-Based RSUs Granted in 2015, vesting is contingent on Farmer Mac attaining:2021.” EXECUTiVE COMPENSATiON GOVERNANCE


36




A.annual rate of net charge-offs to the average balance of outstanding guarantees, loans, and commitments less than or equal to 20 basis points for the period starting on January 2, 2015 and ending on December 31, 2017; and

B.an average percentage of total 90-day delinquencies to the average balance of outstanding guarantees, loans, and commitments of not greater than 2.5% for the period starting on January 2, 2015 and ending on December 31, 2017.

Option and47 SAR Exercises and Stock Vested
The following table sets forth certainprovides information relating to optionsabout SARs exercised during 20152021 by Ms. Ramesh and Mr. Mullery, who were the only named executive officers includingto exercise SARs during the number of shares of Class C Non-Voting Common Stock acquired upon exercise. The value realized upon exercise of the options is the difference between the fair market value of the Class C Non-Voting Common Stock acquired upon exercise and the exercise price for the stock options.
Name 
Number of Shares
Acquired
on Exercise
(#)
 
Value
Realized on
Exercise
($)
Timothy L. Buzby 19,203 $199,519
R. Dale Lynch  
J. Curtis Covington  
Stephen P. Mullery  
Tom D. Stenson 41,143 256,143

The following table sets forth certain information relating to SARs exercised during 2015 by the named executive officers.year. The value realized upon exercise of the SARs is the difference between (i) the fair market value of the Class C Non-Voting Common Stock on the date of exercise and (ii) the SARs grant price, then multiplied by the number of SARs exercised.

Name Number of SARs Exercised (#) Number of Shares Acquired Upon Exercise (#) Value Realized Upon Exercise ($)
Timothy L. Buzby 13,334 10,939 $361,096
R. Dale Lynch   
J. Curtis Covington   
Stephen P. Mullery   
Tom D. Stenson   

exercised, excluding the amounts retained by Farmer Mac to satisfy tax withholding requirements arising from the exercises. Name Number of SARs Exercised (#) Number of Shares Acquired Upon Exercise (#)1 Value Realized Upon Exercise ($)1 Aparna Ramesh 1,845 257 $ 25,751 Stephen P. Mullery 3,000 1,220 $123,928 1 The table above reflects shares and the value of shares (including cash paid for any fractional shares) that were delivered to the identified individuals during 2021 and does not include shares that were retained by Farmer Mac to satisfy tax withholding requirements arising from each SARs exercise. The following table sets forth certainprovides information relating to shares of restricted stockabout RSUs that vested during 20152021 and waswere issued to the named executive officers.officers, other than Mr. Crady, who did not vest in any RSUs during 2021. Name1 Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($)2 Bradford T. Nordholm 4,580 $461,959 Aparna Ramesh 375 37,831 Zachary N. Carpenter 366 36,918 Stephen P. Mullery 1,115 112,476 1 The table above reflects shares and the value of shares (including cash paid for any fractional shares) that were delivered to the applicable named executive offi- cer upon vesting and does not include shares that were retained by Farmer Mac to satisfy tax withholding requirements arising from the vesting of these shares. 2 The value realized upon vesting of the RSUs reflects the cash paid for any fractional shares of restricted stock reflectsand the number of shares vested multiplied by $27.97,$100.86, which was the closing market price of the Class C Non-Voting Common Stock on the business day priorbefore the vesting date as reported by the NYSE. Nonqualified Deferred Compensation Table The Nonqualified Deferred Compensation Plan of the Federal Agricultural Mortgage Corporation (“NQDC Plan”) is a nonqualified deferred compensation plan designed to comply with the provisions of Section 409A of the Code and became effective on May 1, 2017. The purpose of the NQDC Plan is to: Ÿ   restore retirement contributions by Farmer Mac on behalf of each of its current executive officers with the title of Executive Vice President or higher to the vesting date.level those individuals would have otherwise been eligible to receive in employer contributions under Farmer Mac’s 401(k) retirement plan without the limits imposed by Section 401(a)(17) of the Code on the amount of annual compensation that can be considered in determining employer contributions under a qualified retirement plan; and Ÿ  permit each of Farmer Mac’s current executive officers with the title of Executive Vice President or higher to elect to defer a portion of compensation without reference to the limitations in Farmer Mac’s 401(k) plan or those imposed by Section 415(c)(1)(A) of the Code for qualified defined contribution retirement plans. Under the NQDC Plan, Farmer Mac credits the account of each par- ticipant each calendar year with an amount equal to 18.9% of the dif- ference between (i) the annual compensation limit under 401(a)(17) of the Code, which was $290,000 for 2021, and (ii) a participant’s annual base salary, which in calculating employer credits under the NQDC Plan is capped at $700,000 for Farmer Mac’s Chief Executive Officer and $500,000 for all other participants. This fixed contribu- tion percentage is the same formula used for determining employer contributions to Farmer Mac’s 401(k) plan based on an employee’s annual base salary that is above the applicable Social Security wage base for that year. In addition to employer credits to the accounts of each participant and subject to applicable tax laws, participants in the NQDC Plan may elect to defer up to 80% of their base salary and up to 80% of any short-term incentive cash bonus scheduled to be received in any one year. A participant may elect to defer compensation until a fixed and determinable date that must be at least two years after the first day of the year in which the deferral election became effective. A participant will be fully vested in non-elective employer credits upon the earliest to occur of: (i) death, (ii) disability, or (iii) three years following the effective date of participation in the NQDC Plan. A participant will be immediately fully vested in all amounts credited attributable to elective deferrals of compensation. The earliest to occur of the following events will trigger the distribu- tion of all amounts credited to a participant’s account, including both non-elective employer credits and elective deferrals: (i) death, (ii) dis- ability, and (iii) the later to occur of the participant’s separation from service (as defined in Section 409A of the Code) or attaining the age of 65. A participant may elect to receive these payments in a single lump sum cash payment or in annual installments for a period of up to ten years, although account balances will become payable immediately in a single lump sum cash payment upon a participant’s death or disability. A participant also can request a distribution in the event of an unfore- seen emergency (as defined in Section 409A of the Code). Account balances under the NQDC Plan earn or lose value based on the investment performance of one or more of the investment funds offered under the NQDC Plan and selected by the participants, which are generally similar to the investment options offered under Farmer Mac’s 401(k) retirement plan available to all employees. The returns on the funds in each current participant’s account ranged from 5.62% to 19.30% for the year ended December 31, 2021. EXECUTiVE COMPENSATiON GOVERNANCE


 

Name 
Number of Shares
Acquired on Vesting
(#)
 
Value
Realized on Vesting
($)
Timothy L. Buzby 10,707 $299,475
R. Dale Lynch 2,708 75,743
J. Curtis Covington  
Stephen P. Mullery 1,818 50,849
Tom D. Stenson 7,518 210,278
48 All amounts credited to a participant’s account under the NQDC Plan represent Farmer Mac’s contractual obligation to pay future benefits and will not be secured by any segregated assets, thereby putting NQDC Plan participants in a similar position to the unsecured general creditors of Farmer Mac. The following table shows the benefits accrued under the NQDC Plan by Farmer Mac’s named executive officers that participated in the NQDC Plan as of December 31, 2021. Name Aggregate Balance at End of 2020 Executive Contributions1 in 2021 Farmer Mac’s Contributions2 in 2021 Aggregate Earnings3 in 2021 Aggregate Withdrawals/ Distributions Aggregate Balance4 at End of 2021 Bradford T. Nordholm $158,976 $573,119 $77,490 $16,954 $— $826,539 Aparna Ramesh 40,635 — 39,690 7,692 — $ 88,017 Stephen P. Mullery 129,653 — 30,240 19,092 — $178,985 Zachary N. Carpenter 23,625 — 25,515 1,303 — $ 50,443 1 Mr. Nordholm elected to defer 50% of his non-equity incentive compensation award for 2021, which was not determined until March 2022, under the NQDC Plan. The full amount of this award is reported in the “Summary Compensation Table” on page 42 in the “Non-Equity Incentive Compensation” column. 2 The amounts listed represent the amounts credited for 2021 by Farmer Mac to the accounts of the named executive officers under the NQDC Plan. These amounts are also reported in the “Summary Compensation Table” on page 42 in the “All Other Compensation” column. 3 The amounts listed represent the net amounts credited to the accounts of the named executive officers during 2021 under the NQDC Plan as a result of the perfor- mance of the investment vehicles in which their accounts were deemed invested, as more fully described in the narrative disclosure above. These amounts do not represent above-market or preferential earnings and therefore are not reported in the “Summary Compensation Table” on page 42. 4 The amounts listed represent the amounts of the NQDC Plan balances at the end of 2021 for each of the named executive officers other than Mr. Crady, who does not participate in the NQDC Plan. The following employer contribution amounts were previously reported as compensation for each named executive officer in the “Summary Compensation Table” in 2020: (i) $78,435 for Mr. Nordholm; (ii) $40,635 for Ms. Ramesh; (iii) $23,625 for Mr. Carpenter; and (iv) $28,350 for Mr. Mullery; and in 2019: (i) $79,380 for Mr. Nordholm and (ii) $27,405 for Mr. Mullery. For Mr. Nordholm, the amount shown reflects his elective deferral of 50% of his non-equity incentive compensation award for 2021 even though that amount was not credited to his NQDC account until March 2022. EXECUTiVE COMPENSATiON GOVERNANCE




37



Employment49 Agreements with Executive Officers

On December 3, 2014, Farmer Mac's Board of Directors approved a new Mr. Nordholm is the only current executive officer who is party to an employment agreement (the "Agreement")with Farmer Mac. Ms. Ramesh and Messrs. Carpenter and Mullery participate in the Amended and Restated Executive Officer Severance Plan. Farmer Mac’s Board revised this Severance Plan in January 2020 and designated Ms. Ramesh and Messrs. Carpenter and Mullery for continued participation in that Plan. Mr. Buzby to continue to serve asCrady does not participate in the Amended and Restated Executive Officer Severance Plan. Employment Agreement with Farmer Mac’s President and Chief Executive Officer ofMr. Nordholm, Farmer Mac. The term of Mr. Buzby’s previousMac’s President and Chief Executive Officer, is party to an amended employment agreement expired ondated December 6, 2014. The Agreement is intended to provide Mr. Buzby23, 2020 (“Agreement”) with a reasonable level of job security, while limiting Farmer Mac's ultimate financial exposure upon his departure from Farmer Mac. Significant terms of the Agreement address Mr. Buzby's scope of authority and employment, base salary and incentive compensation, benefits, conditions of employment, termination of employment, and the term of employment. The Agreement provides for a term of December 7, 2014Mac through April 7, 2016,March 31, 2024, subject to earlier termination as provided in the Agreement. The Agreement may be renewed following the expiration of thisthe initial term for two successive one-year periods upon a vote of the Board. In March 2016, the Board affirmatively votedand Mr. Nordholm’s agree- ment in writing to renew Mr. Buzby's employment agreement for another successive one-year period ending on April 7, 2017. Messrs. Lynch, Covington, and Mullery are not currently party to an employment agreement with Farmer Mac. Prior to his retirement fromany such renewal. The Agreement requires Farmer Mac in August 2015,and Mr. Stenson wasNordholm to provide at least 180 days’ notice before the expiration of the initial term (and of any renewal term) about whether the parties intend to seek to negotiate a participant underrenewal of the Agreement, which is designed to promote effective planning for a smooth transition to a successor executive at the end of Mr. Nordholm’s term as Farmer Mac’s President and Chief Executive Officer Severance Plan adopted in 2012, as further described under "—Potential Payments upon Termination and Change-in-Control."

Employment Agreement with Mr. Buzby

Officer. Under the Agreement, Farmer Mac and Mr. BuzbyNordholm have agreed to the following terms, among other things:

others: Ÿ   Base Salary.Salary. Mr. Buzby’sNordholm’s annual base salary under the Agreement was initially setremained at $643,750 (Mr. Buzby’s base salary for 2014 determined by Farmer Mac’s Board Compensation Committee in February 2014),$750,000 through December 31, 2020 and increased to $800,000 starting January 1, 2021, less applicable withholdingwithhold- ing for taxes and similar items. This base salary will be reviewed by Farmer Mac at the beginning of each year starting in 2022 and may be increased in the sole discretion of the Board or the Compensation Committee of the Board, although no increase in the base salary will be required during the remainder of the initial term after the increase to $800,000 on January 1, 2021. Mr. Nordholm’s annual base salary may not be decreased below $800,000. Ÿ   Annual Incentive Compensation. For work performed in 2020, Mr. Nordholm’s target annual cash incentive payment remained at 80% of his base salary. Mr. Nordholm’s target annual cash incentive payment increased to 100% of his base salary for work performed starting January 1, 2021. The target amount for annual cash incen- tive payments will be reviewed periodically by Farmer Mac and may be modified in the sole discretion of the Board or the Compensation Committee of the Board, which was done in 2015 and 2016. See "—Compensation Discussion and Analysis—Total Compensation Elements—Base Salary" for more information on the changes to Mr. Buzby's base salary made in 2015 and 2016.

Incentive Compensation. Mr. Buzby will be eligible for an annual cash incentive payment with a target of 80% of his base salary for work performed by Mr. Buzby during the preceding calendar year, or portion thereof.

Board. Ÿ   Long-Term Incentive Compensation.Compensation. Mr. BuzbyNordholm will be eligible to receive awards of long-term incentive compensation from time to time in a form, and subject to such conditions, as determined by the Board andor the Compensation Committee of the Board in its sole discretion.

On March 9, 2022 (when 2022 long-term incentive awards were made to other senior executives of Farmer Mac), the Board granted Mr. Nordholm long-term equity compensation valued at approximately $1,000,000 under the methodology prescribed in Farmer Mac’s policy on grants of equity-based compensation and subject to similar terms and conditions as apply to similar 2022 annual long-term incentive grants made to other senior executives of Farmer Mac. This target amount for the value of annual long-term incentive compensation awarded in future years will be reviewed periodically by Farmer Mac and may be modified in the sole dis- cretion of the Board or the Compensation Committee of the Board. Besides the $1,000,000 of long-term incentive compensation in the form of RSUs and SARs granted to Mr. Nordholm on March 9, 2022, the Compensation Committee granted Mr. Nordholm 1,626 shares of Farmer Mac’s Class C Non-Voting Common Stock as incentive compensation in recognition of his outstanding perfor- mance during 2021 (of which Farmer Mac retained 782 shares to satisfy tax withholding requirements). This additional incentive award was not required by the terms of the Agreement. Ÿ   Expense Reimbursement.Reimbursement. Farmer Mac will reimburse actual reasonablereason- able and necessary business expenses incurred by Mr. BuzbyNordholm in carrying out his duties under the Agreement, in each case in accordance with Farmer Mac'sMac’s policies as in effect from time-to-timetime-to- time and subject to Mr. Buzby'sNordholm’s compliance with the terms of those policies.

Benefits. Ÿ   Benefits. Mr. Buzby will beNordholm is eligible for allto participate in the welfare benefit plans and programs, incentive, savings, and retirement compensa- tion programs, and other employee benefits regularly providedgenerally available to other senior executives of Farmer Mac and the followingon terms no less favor- able than for other (or upgraded) benefits: an annual medical examination; paid parking in the parking garage associated withsenior executives of Farmer Mac's headquarters building; life insurance in an amount approximately equal toMac. Mr. Buzby's base salary; and disability benefits at least equal to statutory benefits in the District of Columbia. Mr. Buzby willNordholm is also be entitled to five weeks of paid vacation eachper year.

Ÿ   Events of Termination.Termination. Mr. Buzby'sNordholm’s employment will terminate upon his death or disability and may be terminated at any time by Farmer Mac with or without "cause"“cause” (as defined in the Agreement), or by Mr. BuzbyNordholm voluntarily or if Farmer Mac materially breaches, and fails to cure, its obligations under the Agreement.

Ÿ   Payment of Accrued Compensation.Compensation. If Mr. Buzby'sNordholm’s employment is terminated (i) byfor any reason (including upon expiration of the term of the Agreement), Farmer Mac otherwill pay to Mr. Nordholm all base salary and expense reimbursements as of the date of termination. These accrued and unpaid amounts shall not include any amount related to accrued vacation pay or annual cash incentive payments (other than amounts earned but not yet paid for "cause"Mr. Nordholm’s service during a prior entire completed fiscal year). Ÿ   Payments Upon Disability. Upon the termination of Mr. Nordholm’s employment due to a “disability” (as defined in the Agreement), or (ii) by Mr. Buzby in connection with an uncured material breach by Farmer Mac, Farmer Mac will pay to Mr. Buzby all base salary, incentive compensation, expense and reimbursements, vacation pay, and similar amounts accrued and unpaid as of the date of termination. If Mr. Buzby is terminated for "cause" or if Mr. Buzby voluntarily resigns other than in connection with an uncured material breachNordholm is not eligible for, or is otherwise not covered by, Farmer Mac, Farmer Mac shall pay such unpaid compensation as have accrued up to the date of termination, excluding incentive compensation.

Payments Upon Death or Disability. Upon the termination of Mr. Buzby's employment due to death or other incapacity or disability, Farmer Mac will,dis- ability insurance and if Mr. BuzbyNordholm (or his estate or heirs, as the case may be) executes and does not revoke a separation agreement, includingheirs) exe- cutes a full release of claims in favor of Farmer Mac and its affiliates,substantial- ly in the form and substance acceptableattached to the Agreement (the “Release”), Farmer Mac within 30 days (or such longer period as required for a valid release under applicable law)

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following such termination,will continue to pay Mr. BuzbyNordholm (or his estate or heirs, as the case may be),heirs) for the shorter of (i) 12 months, or (ii) the period ending when Mr. Buzby ceases to receive or be eligible for disability insurance payments, the difference between the currenthis then-current base salary and the amount of disability insurance payments received by Mr. Buzby under insurance policies provided by Farmer Mac in accordance with the Agreement.

salary. Ÿ   Severance Pay.Pay. If Farmer Mac terminates Mr. Buzby's employmentNordholm’s employ- ment other than for "cause"“cause” (as defined in the Agreement), or Mr. BuzbyNordholm terminates his employment in connection with an uncured material breach of the Agreement by Farmer Mac, subject to Mr. Buzby'sNordholm’s execution of a separation agreement and release of claims,Release, Farmer Mac shall, to the extent permitted by law and regulation, pay Mr. BuzbyNordholm the EXECUTiVE COMPENSATiON GOVERNANCE


50 following severance benefits: (i) an aggregate lump sum amount in cash equal to the sum of (a) Mr. Buzby'sNordholm’s base salary and (b) his base salary multiplied by the incentive compensation target which is currently 80%(current- ly 100%), and (ii) continuation of health care coverage pursuant to COBRA, and other insurance and fringe benefits, at Farmer Mac'sMac’s expense, until the earlier of (a) the date that is one year from the date of termination of his employment or (b) the date that he becomes eligible for medical insurance coverage through another employer.

employer, which obligation shall not be affected by Mr. Nordholm’s eligibility for Medicare. Any severance pay received by Mr. Nordholm from Farmer Mac under the Agreement will not be mitigated by any subsequent earnings by Mr. Nordholm from any other source. Mr. Nordholm shall not be entitled to severance pay under the Agreement due to the termination of employment upon the expiration of the term. Ÿ   Constructive Termination. Mr. Nordholm’s ability to terminate his employment and receive severance pay in connection with an uncured material breach of the Agreement by Farmer Mac does not include the ability to do so for a diminution of scope of authority due to the appointment of a successor CEO during a CEO succession process initiated by the Board as long as Mr. Nordholm’s compensation owing under the Agreement is not reduced. Ÿ   Post-Termination Restrictive Covenants.Covenants. In connection with any terminationter- mination of employment of Mr. BuzbyNordholm for any reason pursuant tounder the Agreement, he has agreed (i) not to compete with Farmer Mac, other than with Farmer Mac'sMac’s written permission, for a period of one year, andtwo years; (ii) not to solicit any of Farmer Mac's "membersMac’s “members of management"manage- ment” (as defined in the Agreement) or employees for two years following hisyears; (iii) not to disclose or use Farmer Mac’s “confidential information” (as defined in the Agreement); and (iv) not to disparage or dimin- ish the reputation of Farmer Mac, its products, services, officers, directors, or employees. Upon the termination for any reason.

Potential Payments upon Termination and Change-in-Control
The named executive officers,of Mr. Nordholm’s employment other than for cause, Farmer Mac has agreed that its Board shall instruct its officers not to make any public statement or publish on behalf of Farmer Mac any statement that disparages or tends to diminish the reputation of Mr. BuzbyNordholm. Ÿ   Service on Outside Boards. Farmer Mac has consented to Mr. Nordholm continuing to serve as a member of certain outside boards of directors so long as the Board does not determine, in its sole discretion at any time, that any such role interferes with Mr. Nordholm’s job duties at Farmer Mac or that any such role presents a conflict of interest to serv- ing as an employee or officer of Farmer Mac. Ÿ  Arbitration. Farmer Mac and Mr. Stenson (who retired fromNordholm have agreed to resolve all legally actionable disputes that arise under the Agreement by binding arbitration before a panel of three arbitrators experienced in employment law. Any arbitration will be conducted in accordance with the rules applicable to employment disputes of the Model Employment Rules of the American Arbitration Association and the laws applicable to the claim. Ÿ   Indemnification. Farmer Mac in August 2015has agreed that it will not amend Article VIII of its By-Laws (indemnification provisions) or reduce Farmer Mac’s Directors’ and therefore is not included in this discussion), would not be eligible to receive any payments upon a termination without cause or upon a termination without cause due to disability, occurring as of December 31, 2015. None of the named executive officers would be eligible to receive any payments upon resignation or retirement as of December 31, 2015.

The following table shows the total that would be payable to Mr. Buzby upon a termination without cause or in connection with an uncured material breach by Farmer Mac, occurring as of December 31, 2015:

Name Base Salary Non-Equity Incentive Compensation Total
Timothy L. Buzby1
 $675,000 $540,000 
$1,215,000


1 Mr. Buzby would also receive all base salary, incentive compensation, expense and reimbursements, vacation pay, and similar amounts accrued and unpaid as of the date of termination. Mr. Buzby would also be entitled to continuation of health care coverage pursuant to COBRA and other life, accidental death, and disability insurance benefit plans or programs, at Farmer Mac's expense, until the earlier of (a) the date that is one year from the date of termination of his employment or (b) the date that he becomes eligible for medicalOfficers’ insurance coverage, through another employer. See "—Employment Agreements with Executive Officers—Employment Agreement within either case in a manner disproportionately adversely affecting Mr. Buzby."

The following table shows the total that would be payable to the Mr. Buzby upon a terminationNordholm without cause due to disability occurring as of December 31, 2015:

Name Base Salary Non-Equity Incentive Compensation Total
Timothy L. Buzby1
 $675,000 $0 $675,000

1 In the event of a termination without cause due to a disability, Farmer Mac would pay Mr. Buzby the difference between his current base salaryprior written consent. Amended and the amount of disability insurance payments received by Mr. Buzby for the shorter of (i) 12 months, or (ii) the period ending when Mr. Buzby ceases to receive or be eligible for disability insurance payments.

None of the named executive officers are eligible to receive additional payments upon a change-in-control of Farmer Mac.


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Restated Executive Officer Severance Plan

On In June 7, 2012, theFarmer Mac’s Board of Directors of Farmer Mac adopted an Executive Officer Severance Plan (the "Plan"(“Original Plan”). The primary purpose of the Original Plan iswas to provide executive officers with reasonable compensation in the event of their termination of employment with Farmer Mac. TheIn November 2016, Farmer Mac’s Board adopted an Amended and Restated Executive Officer Severance Plan became effective June 30, 2012,(“2016 Plan”). On January 16, 2020, Farmer Mac’s Board approved revisions to the Amended and Restated Executive Officer Severance Plan (“Current Plan”), which retained most of the only participant insubstantive provisions of the 2016 Plan, during 2015 was Mr. Stenson, who retired from Farmer Mac in August 2015. There are currently no participants inbut revised the Plan.

Participation in“Cause” definition to more closely track the Plan is limited to certain executive officersemployment agreement of Farmer Mac who are designated byMac’s Chief Executive Officer, clarified the plan administrator (Farmer Mac's President) and approved by the Compensation Committee, and who are not parties to individualterms under which an executive may terminate employment agreements with Farmer Mac. To become a participant in the Plan (a "Participant"), the designated executive officers must execute a participation agreement ("Participation Agreement"), which sets forth the conditions for receipt of payments and benefits under the Plan. The Participation Agreement includes:

an agreement not to compete for a period of one year following termination of employment;
an agreement not to use confidential or proprietary information;
an agreement not to solicit, for a period of one year following termination of employment, certain employees of Farmer Mac to engage in certain activity;
an agreement not to solicit for employment any current or former Farmer Mac employee, unless the employee has ceased to be employed by Farmer Mac for at least six months and is not subject to non-compete covenants similar to those contained in the Participation Agreement;
an agreement not to solicit customers for a period of one year following termination of employment; and
an agreement not to disparage Farmer Mac following termination of employment.
Under the Plan, in the event of termination by Farmer Mac other than for cause (as defined in the Plan) or by the Participant afteron an adverse change in conditions of employment, removed payment of accrued vacation and accrued annual incentive pay from the severance payment, and made other administrative and modernizing changes. Farmer Mac’s Board also approved a new form of participation agreement with enhanced and clarified restrictions on competition, solicitation, and disparagement, made other procedural changes, and updated the form of release attached to the participation agreement. Of the named executive officers, Ms. Ramesh and Messrs. Carpenter and Mullery are the only participants in the Current Plan. Under the Current Plan, if Farmer Mac terminates a Participant’s employment other than for “Cause” (as defined in the Current Plan) or if the Participant terminates his or her employment with Farmer Mac after an “Adverse Change in Conditions of Employment” (as defined in the Current Plan), upon execution of a valid release agreement that becomes effective and irrevocable, the Participant will be entitled to:

Ÿ   an amount equal to the sum of the Participant'sParticipant’s annual base salary and annual target bonus, payable in one lump sum;
Ÿ   for 12 months, (a) Farmer Mac's coverageMac’s payment of the cost of premiums for the Participant and the Participant'sParticipant’s eligible dependents for con- tinuing health, dental, and vision benefits under COBRA,the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), which amounts shall be limited to the excess over what Farmer Mac’s active employees are then required to pay for comparable benefits sponsored by the company and the payment of which shall also be subject to the Participant'sParticipant’s continued compliance with the terms of the Participation Agreement, with payment ceasing if the individual becomes eligible for a new employer’s coverage; and (b) Farmer Mac's permission to participate, at Farmer Mac's cost, in all Farmer Mac-sponsored life, accidental death,Ÿ   payment of any accrued and disability insurance benefit plans or programs in whichunpaid annual base salary and any unpaid expense reimbursements incurred by the Participant was participating atfor ordinary and reasonable business expenses incurred in the timecourse of termination to the extent permitted by the plans or programs and applicable law; and
payment of accrued compensation,conducting Farmer Mac business (but not including base salary,any accrued vacation and annual incentive compensation calculated at thepay or any accrued annual target bonus proratedother than amounts not yet paid for service during an entire completed fiscal year, subject to discretion exercised in the period of time worked duringordinary course). Under the year.

TheCurrent Plan, these payments described aboveand benefits will be in lieu of any other severance payments to Participants. EXECUTiVE COMPENSATiON GOVERNANCE



51 Upon termination of the Participant'sa Participant’s employment due to disability (as defined in the Current Plan), Farmer Mac will pay, during the 12 months following termination, the difference between the Participant'sParticipant’s base salary and the amount of disability insurance payments received by the Participant under Farmer Mac'sMac’s long-term disability policy. Inpolicy if and to the eventextent that those Farmer Mac payments will not cause a reduction in or offset of the policy payments. If a Participant dies after the commencementstart of those payments, the balance will be payable in accordance with the beneficiary designation provisions of the Current Plan.

Under the terms of a separately executed Participation Agreement (the “Participation Agreement”), upon termination of a Participant’s employment for any reason under the Current Plan, Participants have agreed (i) not to compete with Farmer Mac, other than with Farmer Mac’s written permission, for a period of one year; (ii) not to solicit any of Farmer Mac’s “members of management” (as defined in the Participation Agreement) or employees for two years; (iii) not to dis- close or use Farmer Mac’s “confidential information” (as defined in the Participation Agreement); and (iv) not to disparage or diminish the reputation of Farmer Mac, its products, services, officers, direc- tors, or employees. Participants are not required to mitigate amounts of payments by seeking employment or otherwise, and payments under the Current Plan will not be offset by amounts payable from new employment for services rendered during the 12 months following termination of employment with Farmer Mac. However, the Participant'sParticipant’s eligibility for the continuation of COBRA and participation in Farmer Mac-sponsored life, accidental death, and disability insurance benefit plans or programs will immediately cease upon the start of the new employment.

Amounts payable to any Participant under the Current Plan are subject to any recoupment or clawback policy as may be implemented and interpreted by Farmer Mac, including those implemented to comply with the Dodd-Frank Act, or any other applicable law and regulation.


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Equity Compensation Plans
Potential Payments upon Termination and Change-in-Control Other than Mr. Crady, each of the current named executive officers would have been eligible to receive payments upon a termination with- out cause or upon a termination without cause due to disability, occur- ring as of December 31, 2021. None of these individuals would have been eligible to receive any payments upon resignation or retirement as of December 31, 2021. The following table sets forth certainshows the total that would be payable to each of Ms. Ramesh and Messrs. Nordholm, Carpenter, and Mullery upon a termination without cause occurring as of December 31, 2021: Name1 Base Salary Non-Equity incentive Compensation Total Bradford T. Nordholm $800,000 $800,000 $1,600,000 Aparna Ramesh $515,000 $206,000 $ 721,000 Zachary N. Carpenter $425,000 $265,625 $ 690,625 Stephen P. Mullery $450,000 $180,000 $ 630,000 1 As of December 31, 2021, each of Ms. Ramesh and Messrs. Nordholm, Carpenter, and Mullery would have also received all base salary accrued and unpaid as of the applicable date of termination and also would have been entitled to continuation of health care coverage under COBRA at Farmer Mac’s expense for 12 months. The following table shows the total that would be payable to each of the current named executive officers upon a termination without cause due to disability occurring as of December 31, 2021: Name1 Base Salary Non-Equity incentive Compensation Total Bradford T. Nordholm $800,000 $0 $800,000 Aparna Ramesh $515,000 $0 $515,000 Zachary N. Carpenter $425,000 $0 $425,000 Stephen P. Mullery $450,000 $0 $450,000 1 In the event of a termination without cause due to a disability, Farmer Mac would pay each of Ms. Ramesh and Messrs. Carpenter and Mullery the difference between her or his current base salary and the amount of disability insurance payments received by her or him under Farmer Mac’s long-term disability policy during the 12 months following termination. If Mr. Nordholm is not eligible for, or is otherwise not covered by, disability insurance, upon execution of a separation agreement, Farmer Mac would continue to pay Mr. Nordholm’s then-current base salary during the 12 months following termination. None of the named executive officers are eligible to receive additional payments upon a change-in-control of Farmer Mac. EXECUTiVE COMPENSATiON GOVERNANCE


52 Equity Compensation Plans The following table provides information relating to compensation plans under which equity securities are authorized to be issued as of December 31, 2015:
Plan category 
Number of securities
to be issued upon
exercise of
outstanding options
or SARs or vesting
of restricted stock
 
Weighted average
exercise price of
outstanding options
and SARs (per share)
 
Number of securities
remaining available
for future issuance
under equity
compensation plans
Equity compensation plans not approved by stockholders 148,735 $28.70 
Equity compensation plans approved by stockholders 731,489 $26.18 1,103,913
20082021: Plan. In 2008, the Board adopted, category Number of securities to be issued upon exercise of outstanding options or SARs or vesting of RSUs Weighted average exercise price of outstanding options and the voting stockholders approved, Farmer Mac's 2008 Omnibus Incentive Plan (the "2008 Plan"), a broad-based incentive compensation plan for directors, officers, and non-officer employees. Subject to adjustment, the total numberSARs (per share) Number of shares of common stock reserved andsecurities remaining available for delivery pursuant to awardsfuture issuance under the Plan will be: (1) 1,500,000 shares of common stock; plus (2) any shares subject to outstanding awards under the 1997 Incentive Plan that cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares) up to an aggregate maximum of 1,000,000 shares. Under the 2008 Plan, no participant may be granted stock option awards covering more than 300,000 shares of common stock during any calendar year, nor may a participant be granted more than 150,000 shares each of restricted stock, performance shares, performance units, or other stock-based awards during any calendar year. The maximum aggregate amount awarded or credited for cash-based awards to any one participant in any one calendar year mayequity compensation plans Equity compensation plans not exceed the value of $2,000,000 determined as of the date of vesting or payout, as applicable.
The terms of the 2008 Plan are intended to, among other things, permit the Compensation Committee to set performance goals for any award, thereby requiring forfeiture of all or part of any award if the performance goals are not met, or linking the time or amount of exercisability, vesting, payment, or settlement of an award to the achievement of performance goals. The 2008 Plan provides that the performance goals will be based on specified performance measures that are intended to encompass a wide range of financial and operational activities of Farmer Mac on a consolidated basis and/or for specified subsidiaries or business units of Farmer Mac. For example, the performance measures that may be used by the Compensation Committee in establishing the performance goals for awards includes, but is not limited to:
(a)Net earnings or net income (before or after taxes, the impact of changes in the fair value of derivatives, stock plan expenses, yield maintenance and/or loan losses) or any other measure that uses all or part of such components;

(b)Earnings per share;

(c)Revenues or mission volume or growth therein;

(d)Net operating profit;

(e)Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);

(f)Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);

(g)Earnings before or after taxes, interest, depreciation, and/or amortization;

(h)Gross or operating margins;

(i)Productivity ratios;

(j)Share price (including, but not limited to, growth measures and total shareholder return);

(k)Assets;


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(l)Cash position;

(m)Equity or stockholders' equity;

(n)Ratio of debt to debt plus equity;

(o)Expense targets;

(p)Margins;

(q)Operating efficiency;

(r)Market share;

(s)Customer satisfaction;

(t)Working capital targets;

(u)Delinquency rate;

(v)Net charge-offs;

(w)Economic value added or EVA (net operating profit after tax minus the sum of capital multiplied by the cost of capital);

(x)Capital measures, including but not limited to, compliance with applicable regulatory capital requirements and the excess of capital over statutory minimum capital requirements, risk-based capital requirements, or other established capital targets; and

(y)Results of regulatory reviews and examinations.

Any performance measures may be used to measure the performance of Farmer Mac as a whole or any business unit of Farmer Mac, or any combination thereof, as the Compensation Committee may deem appropriate. Any of the above performance measures may be compared to the performance of a group of comparator companies, or published or special index that the Compensation Committee, in its sole discretion, deems appropriate. The Compensation Committee may also select performance measure (j) above as compared to various stock market indices. The Compensation Committee also has the authority to provide for accelerated vesting of any award based on the achievement of performance goals pursuant to the performance measures.
Performance goals may differ for awards to different participants. The Compensation Committee will specify the weighting to be given to each performance measure for purposes of determining the final amount payable for an award. All determinations by the Compensation Committee as to the attainment of performance goals will be in writing. The Compensation Committee may not delegate any responsibility for an award that is intended to qualify as "performance-based compensation" under Section 162(m) of the Code.

One of the requirements for compensation to qualify as performance-based compensation under Section 162(m) is that the material terms of the performance goals for such compensation be disclosed to and approved by stockholders every five years. The material terms of the performance goals under the 2008 Plan were— — — Equity compensation plans approved by stockholders in 2013.

234,300 $66.10 1,156,435 As of December 31, 2015,2021, SARs covering 808,430506,382 shares (net of cancellations)canceled shares, shares retained by Farmer Mac to satisfy withholding obligations, and 587,657 shares disposed to Farmer Mac upon exercise) and 837,183 shares related to the vesting of restricted stockRSUs (net of canceled shares) had been granted under the Amended and Restated 2008 Plan. During 2015, no options granted under the 1997 Plan were canceled and subsequently added to shares available under the 2008Omnibus Incentive Plan, leaving 1,103,9131,156,435 shares of Class C Non-Voting Common Stock available for future issuance of grants under the 2008 Planplan as of that date. SARs granted under the Amended and Restated 2008 Omnibus Incentive Plan during 20152021 have a weighted average exercise prices ranging from $28.17 to $32.39price of $88.68 per share. EXECUTiVE COMPENSATiON GOVERNANCE


 

1997 Plan. In 1997, the Board adopted Farmer Mac's 1997 Incentive Plan (the "1997 Plan"), a broad-based option plan for directors, officers, and non-officer employees.
53 The 1997 Plan, as amended, provided for the issuance of a maximum of 3,750,000 nonqualified stock options on Class C Non-Voting Common Stock at an option price determined as of the grant date, with a term of not more than 10 years. The 1997 Plan provided for the automatic annual grant to directors of five-year options to purchase 6,000 (split-adjusted) shares of Class C Non-Voting Common Stock, with each grant to occur on the day of the Annual Meeting

42



of Stockholders, with the option price to be determined as of such day. Through 2003, options granted under the 1997 Plan vested one-third on the date of grant, one-third the following year, and one-third the second following year. Beginning in 2004, options granted under the 1997 Plan generally vested one-third in each of the first three years following the date of option grant. No options have been granted under the 1997 Plan since 2008.
If an option holder's employment with Farmer Mac terminates for any reason, including by reason of retirement, the option holder's rights to exercise any option granted under the 1997 Plan terminate on the earlier of the option expiration date or 90 days after termination (one year in the case of death or disability). Upon a termination for "cause," the options expire immediately. Following the termination of a director's service, vested options will remain exercisable until the earlier of the option expiration date or two years following termination. The 1997 Plan also provides for accelerated vesting of unvested options in the event of an option holder's death or disability.
As of December 31, 2015, options covering 2,000,889 shares (net of cancellations) had been granted under the 1997 Plan, of which 148,735 remain outstanding. As of December 31, 2015, no shares of Class C Non-Voting Common Stock remained available for future issuance of option grants under the 1997 Plan.



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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Review of Related Person Transactions
The Board of Directors has adopted a written Related Person Transactions Approval Policy that is administered by the Corporate Governance Committee. This policy applies to any transaction or series of transactions in which Farmer Mac or any of its subsidiaries is a participant, the amount involved exceeds $120,000, and a "related person"“related person” has a direct or indirect material interest. The policy requires each director, director nominee, or executive officer involved in such a transaction to notify the General Counsel of each such transaction. Farmer Mac reviews all relationships and transactions in which Farmer Mac and its directors, director nominees, and executive officers or their immediate family members are participants to determine whether those persons have a direct or indirect material interest. Farmer Mac'sMac’s legal staff is primarilyprimar- ily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers regarding related person transactions. Under the policy, the General Counsel will determine whether a transaction meets the requirementsre- quirements of a "related“related person transaction"transaction” requiring review by the Corporate Governance Committee. Transactions that fall within this definition will be referred to the Corporate Governance Committee for approval, ratification, or other action. Based on its consideration of all of the relevant facts and circumstances, the Corporate Governance Committee will decide whether or not to approve the transaction and will approve only those transactions that are in, or not inconsistent with, the best interests of Farmer Mac.Mac and its stockholders. If Farmer Mac becomes aware of an existing related person transaction that has not been approved under this policy, the matter will be referred to the Corporate Governance Committee, which will then evaluate all options available, including ratification, revision, or termination of the transaction.transac- tion. A related person transaction entered into without the Corporate Governance Committee'sCommittee’s pre-approval will not violate this policy, or be invalid or unenforceable, so long as the transaction is brought to the Corporate Governance Committee as promptly as reasonably practical after it is entered into. Transactions that are determined to be directly or indirectly material to Farmer Mac or a related person are disclosed in Farmer Mac'sMac’s Proxy Statement as required by SEC rules.

Transactions with Related Persons in 2015
From time to time, Farmer Mac purchases or commits to purchase qualified loans, USDA-guaranteed portions of loans, or AgVantage®AgVantage® securities from, or enters into other business relationships with, institutions that own 5% or more of a class of Farmer Mac'sMac’s Voting Common Stock or that have an employee, officer, or director who is also a member of Farmer Mac's Board of Directors.Mac’s Board. These transactions are conducted in the ordinary course of business, with terms and conditions comparable to those applicable to entities unaffiliated with Farmer Mac. To the extent suchthese transactions involve indebtedness issued by the related person, those transactions were made on substantially the same terms as those prevailing at the time for comparable loans with persons not related to Farmer Mac and did not involve more than the normal risk of collectability or present other unfavorable features. Although Farmer Mac entered into transactions with related persons in 2015,2021, it was determined that none of those transactions resulted in a related person having a direct or indirect material interest that would require disclosure as a "related“related person transaction"transaction” under SEC rules. For additionalmore information about transactions between Farmer Mac and related persons, see "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Related Party Transactions"Transactions” and Note 3 in Farmer Mac'sMac’s Annual Report on Form 10-K for the year ended December 31, 2015.2021. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS Review of Related Person Transactions Transactions with Related Persons in 2021 CERTAiN RELATiONSHiPS AND RELATED PERSON TRANSACTiONS


 

REPORT OF THE AUDIT COMMITTEE

54 The following report of the Audit Committee shall not be deemed to be "soliciting“soliciting material," or to be "filed"“filed” with the SEC, and will not be deemed to be incorporated by reference into any filing by Farmer Mac under the Securities Act or the Exchange Act, except to the extent that Farmer Mac specifically requests that suchthe information be treated as soliciting material or specifically incorporates the report by reference into a document.
The In November 2021, the Audit Committee reviewed and recommended approval of a revisedthe Audit Committee Charter which was approved by the full Board on November 5, 2015.12, 2020 and recommended no changes. The complete text of the charter, which reflects standards set forth in SEC regulations and NYSE listing requirements, is available on Farmer Mac'sMac’s website, www.farmermac.com,www.farmermac. com, in the "Corporate Governance"“Corporate Governance” portion of the "Investors"“Investors” section. A print copy of the Audit Committee Charter is available free of charge upon written request to Farmer Mac'sMac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006. The Audit Committee and the Board review and approve changes to the Audit Committee Charter annually. In March 2016,2022, the Board of Directors determined that: (1) all of the directors who serve on the Audit Committee are "independent,"“independent,” as defined in Farmer Mac'sMac’s Corporate Governance Guidelines, and under the heightened independence requirements set forth under applicable SEC and NYSE rules for directors serving on the Audit Committee; and (2) Clark Maxwell, a member of the Audit Committee since June 6, 2008,James Engebretsen is an "audit“audit committee financial expert," as defined in SEC rules. Mr. MaxwellEngebretsen is not an auditor or accountant for Farmer Mac, does not perform field work, and is not an employee of Farmer Mac. In accordance with the SEC'sSEC’s safe harbor relating to audit committeecom- mittee financial experts, a person designated or identified as an audit committee financial expert will not be deemed to be an "expert"

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“expert” for purposes of the federal securities laws. In addition,Also, the designation or identificationiden- tification as an audit committee financial expert does not impose on a director any duties, obligations, or liabilities that are greater than those imposed on that director as a member of the Audit Committee and Board of Directors in the absence of suchthat designation or identification, and does not affect the duties, obligations, or liabilities of any other member of the Audit Committee or Board of Directors.Board. REPORT OF THE AUDIT COMMITTEE REPORT OF THE AUDiT COMMiTTEE


 

55 Audit Committee Report for the Year Ended December 31, 2015
2021 To Our Stockholders:
Management is primarily responsible for establishing and maintaining the financial public reporting process, including the system of internal accounting controls, and for the preparation of Farmer Mac's consolidatedMac’s consol- idated financial statements in accordance with accounting principles generally accepted in the United States. The Audit Committee, on behalf of the Board, monitors Farmer Mac'sMac’s financial reporting processespro- cesses and systems of internal accounting control, the independence and performance of the independent auditor, and the performance of the internal audit function. Farmer Mac'sMac’s independent auditor is responsible for auditing those consolidated financial statements and expressing an opinion as to their conformity with generally accepted accounting principles and on management'smanagement’s assessment of the effectivenesseffec- tiveness of Farmer Mac'sMac’s internal control over financial reporting. In addition, theThe independent auditor will also express its own opinion on the effectivenesseffective- ness of Farmer Mac'sMac’s internal control over financial reporting.
Management has represented to the Audit Committee that Farmer Mac'sMac’s audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee reviewed and discussed Farmer Mac'sMac’s audited consolidated financial statements with both management and Farmer Mac'sMac’s independent auditor prior tobefore their issuance. The Audit Committee has discussed with the independent auditor its evaluation of the accounting principles, practices, and judgments applied by management, and the Audit Committee has discussed any items required to be communicated to it by the independent auditor pursuant tounder rules and regulations promulgated by the Securities and Exchange Commission and the Public Company Accounting Oversight Board (PCAOB) and the standards established by the American Institute of Certified Public Accountants, including matters required to be discussed pursuant tounder PCAOB Auditing Standard No. 16 (Communication1301 (Communications With Audit Committees).
As to Farmer Mac'sMac’s independent auditor, the Audit Committee, among other things, received from PricewaterhouseCoopers LLP the written disclosures as required by applicable requirements of the PCAOB regarding the independent accountants'accountants’ communications with the Audit Committee concerning independence, and discussed with them their independence from Farmer Mac and its management. The Audit Committee has reviewed and pre-approved the audit fees of the independentinde- pendent auditor. It also has approved non-audit services and reviewed fees for such services to assure compliance with applicable provisions of the Exchange Act and applicable rules and regulations to assure compliancecompli- ance with the auditor independence requirements that prohibit independentinde- pendent auditors from performing specified services that might impair their independence, as well as compliance with Farmer Mac'sMac’s and the Audit Committee'sCommittee’s policies.

The Audit Committee discussed with Farmer Mac'sMac’s independent auditor the overall scope of and plans for its audit. Finally, the Audit Committee continued to monitor the scope and adequacy of Farmer Mac's internalMac’s inter- nal auditing program, including proposals for adequate staffing and to strengthen internal procedures and controls where appropriate.
In reliance upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Board approve the inclusion of Farmer Mac'sMac’s audited consolidated financial statements in Farmer Mac'sMac’s Annual Report on Form 10-K for the fiscal year ended December 31, 20152021 for filing with the Securities and Exchange Commission, as filed on March 10, 2016.February 28, 2022. Audit Committee Dennis L. Brack, Chair Everett M. Dobrinski James R. Engebretsen Amy H. Gales Eric T. McKissack Charles A. Stones REPORT OF THE AUDiT COMMiTTEE


 
Audit Committee

Dennis L. Brack, ChairmanSara L. Faivre-Davis
Douglas L. FloryClark B. Maxwell
James B. McElroyBruce J. Sherrick

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56 AUDIT MATTERS

Audit Fees

Farmer Mac incurred an aggregate of $1,400,000$1,940,000 in fees for both 20152021 and 2014$1,702,000 in fees for 2020 for professional services rendered by PricewaterhouseCoopers LLP for the audit of Farmer Mac's 2015Mac’s 2021 and 20142020 annual financial statements included in Farmer Mac'sMac’s annual reports on Form 10-K, the audit of management'smanagement’s assessment of the effectiveness of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, and the review of the financial statements included in Farmer Mac'sMac’s quarterly reports on Form 10-Q during 20152021 and 2014.2020. Farmer Mac also incurred an aggregate of $18,500 indid not incur any fees for both 2015 and 2014 for out-of-pocket expenses billed by PricewaterhouseCoopers LLP for 2021 or 2020 in connection with providing these services.

Audit-Related Fees

Under the Audit Committee Charter and the Audit Committee’s pre-approval policy and consistent with SEC policies on auditor independence, the Audit Committee considers and pre-approves, as appropriate, all auditing and permissible non-auditing services provid- ed by Farmer Mac’s independent auditor before the engagement of the independent auditor for those services. The Audit Committee handled the audit fee negotiations associated with the retention of PricewaterhouseCoopers LLP as Farmer Mac’s independent auditor for 2022. The Audit Committee has delegated the authority to grant pre- approvals to the chair of the Audit Committee if pre-approval is neces- sary for business purposes and the convening of a meeting of the Audit Committee is not practicable. The chair’s decisions to grant any pre- approval must be presented to the full Audit Committee at its sched- uled meetings. All of the services provided by PricewaterhouseCoopers LLP in 2021 and 2020 were pre-approved by the Audit Committee or the chair of the Audit Committee, in accordance with the Audit Committee’s pre-approval policy. Farmer Mac incurred an aggregate of $38,400$5,000 in fees for 20152021 and $2,800 in fees for 2020 for use of PricewaterhouseCoopers LLP’s research and analytics tools. Audit Fees All Other Fees Audit Committee Pre-Approval Policies Audit-Related Fees Tax Fees Farmer Mac incurred an aggregate of $260,000 in fees for 2021 and $120,000 in fees for 20142020 for the services rendered by PricewaterhouseCoopers LLP, including the issuance of comfort letters and consultations on various accounting matters and other technicaltech- nical issues for assurance, that were reasonably related to the performanceperfor- mance of the audit of Farmer Mac'sMac’s annual financial statements and the review of the financial statements included in Farmer Mac's quarterlyMac’s quar- terly reports on Form 10-Q and not reported in "—“—Audit Fees"Fees” above.

Tax Fees
The increase in fees from 2020 to 2021 was primarily attributable to work related to Farmer Mac's securitization activity during 2021 and the servicing of securitized loans. Farmer Mac incurred an aggregate of $119,500$90,000 in fees for 20152021 and $114,500$115,000 in fees for 20142020 for professional services for tax compliance, tax advice, and tax planning rendered by PricewaterhouseCoopers LLP in tax years 2015 and 2014.LLP. AUDiT MATTERS

All Other Fees

Farmer Mac incurred an aggregate of $1,900 in fees for 2015 and $1,800 in fees for 2014 for use of PricewaterhouseCoopers LLP's research and analytics tools.

Audit Committee Pre-Approval Policies


 
Under the Audit Committee Charter and the Audit Committee's pre-approval policy and consistent with SEC policies regarding auditor independence, the Audit Committee considers and pre-approves, as appropriate, all auditing and permissible non-auditing services provided by Farmer Mac's independent auditor prior to the engagement of the independent auditor for those services. Audit fee negotiations associated with the retention of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for 2016 were handled by the Audit Committee. The Audit Committee has delegated the authority to grant pre-approvals to the chairman of the Audit Committee in the event such pre-approval is necessary for business purposes and the convening of a meeting of the Audit Committee is not practicable, and the chairman’s decisions to grant any pre-approval must be presented to the full Audit Committee at its scheduled meetings. All of the services provided by PricewaterhouseCoopers LLP in 2015 and 2014 were pre-approved by the Audit Committee.



PROPOSAL 2:
SELECTION OF INDEPENDENT AUDITOR
57 The By-Laws of Farmer Mac provide that the Audit Committee shall select Farmer Mac'sMac’s independent auditor "annually“annually in advance of the Annual Meeting of Stockholders and [that selection] shall be submittedsubmit- ted for ratification or rejection at such meeting." In addition, the” The Audit Committee reviews the scope and results of the audits, the accounting principles being applied, and the effectiveness of internal controls. The Audit Committee also ensures that management fulfills its responsibilities in the preparation of Farmer Mac'sMac’s financial statements.
PricewaterhouseCoopers LLP has served as Farmer Mac's independentMac’s indepen- dent auditor since March 2010. In determining whether to reappoint PricewaterhouseCoopers LLP as Farmer Mac'sMac’s independent auditor for 2016,2022, the Audit Committee considered a number ofmany factors, including:

Ÿ   the professional qualifications of PricewaterhouseCoopers LLP and the lead engagement partner, including their technical expertise and industry knowledge;
Ÿ   PricewaterhouseCoopers LLP'sLLP’s independence from Farmer Mac and its processes for maintaining its independence;

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Ÿ   PricewaterhouseCoopers LLP'sLLP’s depth of understanding of Farmer Mac'sMac’s business, accounting policies and practices, and internal control over financial reporting;
Ÿ   the quality of the Audit Committee'sCommittee’s ongoing discussions with PricewaterhouseCoopers LLP and its evaluation of PricewaterhouseCoopers LLP'sPricewaterhouse- Coopers LLP’s prior performance;
Ÿ   PricewaterhouseCoopers LLP'sLLP’s tenure and the impact on Farmer Mac of changing auditors; and
Ÿ   an evaluation of the lead audit partner, who the Audit Committee ensures is rotated at least every five years in accordance with SEC rules and PricewaterhouseCoopers LLP'sLLP’s policies.

Based on these factors and in accordance with the By-Laws, the Audit Committee has unanimously selected and recommended to the stockholdersstock- holders PricewaterhouseCoopers LLP as Farmer Mac'sMac’s independent auditor for the fiscal year ending December 31, 2016.

2022. This proposal is presented to the stockholders for approval as provided in the By-Laws and in conformity with the current practice of seekingseek- ing stockholder approval of the selection of the independent auditor. The ratification of the appointment of PricewaterhouseCoopers LLP as Farmer Mac'sMac’s independent auditor requires the affirmative vote of a majority of the votes cast by the holders of shares of Farmer Mac'sMac’s Voting Common Stock entitled to vote and represented in person or by proxy at the Meeting. Representatives of PricewaterhouseCoopers LLP are expected to attend the Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to answer appropriate questions from stockholders present at the Meeting.

The Board of Directors recommends a vote FOR the proposal to ratify the selection of PricewaterhouseCoopers LLP as independentinde- pendent auditor for Farmer Mac for 2016.2022. Proxies solicited by the Board of Directors will be so voted unless holders of Farmer Mac'sMac’s Voting Common Stock specify to the contrary on their proxies, or unless authority to vote is withheld. PROPOSAL 2: SELECTION OF INDEPENDENT AUDITOR PROPOSAL 2: SELECTiON OF iNDEPENDENT AUDiTOR


 

PROPOSAL 3:

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
OF FARMER MAC'S NAMED EXECUTIVE OFFICERS
58 In accordance with theSEC rules of the SEC adopted under the Dodd-Frank Act, Farmer Mac is seeking from its voting stockholders an advisory vote to approve the compensation of Farmer Mac'sMac’s named executive officersoffi- cers as described in this Proxy Statement, including the Compensation Discussion and Analysis, the related tabular disclosures, and the accompanying narrative disclosures.
The Dodd-Frank Act requires Farmer Mac to hold an advisory vote to approve the compensation of Farmer Mac'sMac’s named executive officers at least once every three years. As approved byConsistent with the vote of its stockholdersstock- holders at the 20112017 Annual Meeting of Stockholders, Farmer Mac is presenting this non-binding vote to its stockholders on an annual basis.
Farmer Mac'sMac’s executive compensation program is designed to attract, motivate, and retain highly qualified executive officers who are able to achieve corporate objectives, fulfill Farmer Mac'sMac’s public policy mission,mis- sion, and enhance stockholder value. The Compensation Committee believes that Farmer Mac'sMac’s executive compensation program reflects a strong pay-for-performance philosophy that is consistent with the risk tolerance of Farmer Mac and reflects the long-term interests of stockholders.stock- holders. The Compensation Discussion and Analysis section beginning on page 2528 provides a more detailed discussion of Farmer Mac's executiveMac’s exec- utive compensation philosophy and program.
The Compensation Committee believes that Farmer Mac'sMac’s executive compensation program has been effective at attracting and retaining a high-performing executive team that is appropriately motivated to achieve the strategic, financial, and operational goals established by the Board of Directors.
StockholdersBoard. Voting stockholders are being asked to vote on the following resolution:
RESOLVED, that the voting stockholders of the Federal Agricultural Mortgage Corporation approve, on an advisory basis, the compensationcompen- sation of Farmer Mac'sMac’s named executive officers, as described in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the related tabular disclosures, and the accompanying narrative disclosures.
This advisory vote to approve the compensation of Farmer Mac'sMac’s named executive officers is not binding. The outcome of the vote on this proposal by stockholders will not require Farmer Mac'sMac’s Board of Directors or the Compensation Committee to

47



take any action regardingon Farmer Mac'sMac’s executive compensation practices. However, the Board of Directors values the opinions of Farmer Mac'sMac’s stockholders as expressed through their votes and communications and will take into accountconsider the result of the vote when determining future executive compensation arrangements.
Adoption of this non-binding resolution will require the affirmative vote of a majority of the votes cast by the holders of shares of Farmer Mac'sMac’s Voting Common Stock entitled to vote and represented in person or by proxy at the Meeting. The Board of Directors recommends a vote FOR adoption of the resolution approving, on an advisory basis, the compensation of Farmer Mac'sMac’s named executive officers, as described in this Proxy Statement, including the Compensation Discussion and Analysis, the related tabular disclosures, and the accompanying narrative disclosures. Proxies solicited by the Board of Directors will be so voted unless holders of Farmer Mac'sMac’s Voting Common Stock specify to the contrary on their proxies, or unless authority to vote is withheld. PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF FARMER MAC’S NAMED EXECUTIVE OFFICERS PROPOSAL 3: ADViSORY VOTE TO APPROVE THE COMPENSATiON OF NEOS


 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Farmer Mac's officers and directors, and persons who beneficially own more than 10% of a registered class of Farmer Mac's equity securities, to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. Officers, directors, and owners of more than 10% of Farmer Mac's stock are required by SEC regulations to furnish Farmer Mac with copies of all Forms 3, 4, and 5 filed.
Based solely on Farmer Mac's review of its corporate records, which include copies of forms it has received, and written representations from certain reporting persons that they were not required to file a Form 5 for 2015, Farmer Mac believes that all of its officers, directors, and beneficial owners of greater than 10% of any class of its equity securities complied with all Section 16(a) filing requirements and timely filed all reports applicable to them for transactions during 2015.


SOLICITATION OF PROXIES
59 Farmer Mac will pay the cost of the Meeting and the costs of soliciting proxies, including the cost of mailing the proxy materials. Farmer Mac has retained Georgeson LLC to act as Farmer Mac'sMac’s proxy solicitation firm for a fee of $5,500$6,500 plus expenses. In addition toBesides solicitation by mail, employees of Georgeson LLC may solicit proxies by telephone, electronic mail, or personal interview. Brokerage houses, nominees, fiduciaries, and other custodians will be requested to forward solicitation material to the beneficial owners of shares of Voting Common Stock held of record by them, and Farmer Mac will reimburse them for their reasonable expenses. SOLICITATION OF PROXIES SOLiCiTATiON OF PROXiES


 

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OTHER MATTERS

60 In addition to the scheduled items of business set forth in this Proxy Statement, the enclosed proxy confers on the Proxy Committee discretionarydis- cretionary authority to vote the shares represented thereby in accordanceaccor- dance with its members'members’ best judgment on all other matters that may be brought before the Meeting or any adjournment or postponement thereof and matters incident to the Meeting. The Board of Directors does not know of any other matter that may properly be presented for action at the Meeting. If any other matters not known at the time this Proxy Statement was printed are properly brought before the Meeting or any adjournment or postponement of the Meeting, the Proxy Committee intends to vote proxies in accordance with its members'members’ best judgment.
Upon written request, Farmer Mac will furnish, without charge, to each person whose proxy is being solicited a copy of its Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2021, as filed with the SEC, which includes financial statements.state- ments. Written requests should be directed to Farmer Mac'sMac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006. A copy of Farmer Mac'sMac’s most recent Form 10-K is also available on its website (www.farmermac.com) in the "Financial Information"“Financial information” portion of the "Investors"“investors” section. Please note that all references to www.farmermac.com and www.sec.gov in this Proxy Statement are inactive textual references only and that the information contained on Farmer Mac's websitethese websites is not incorporated by reference into this Proxy Statement.
_____________________________
The giving of your proxy will not affect your right to vote your shares personally if you attend the Meeting. In any event, it is important that you complete, sign, and return the enclosed proxy card promptly to ensure that your shares are voted.

By order of the
Board of Directors,
                            
April 21, 2022 Washington, D.C. Stephen P. Mullery Secretary OTHER MATTERS OTHER MATTERS


Secretary




April 1, 2016
FEDERAL AGRICULTURAL MORTGAGE CORPORATION Signature___________________________________ Signature, if held jointly______________________________________ Date_____________, 2022. Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee, or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Please mark your votes like this X YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. 2022 Annual Meeting of Stockholders May 19, 2022 8:00 a.m. local time This Proxy is Solicited on Behalf of the Board of Directors Please Be Sure To Mark, Sign, Date and Return Your Proxy Card in the Envelope Provided CONTROL NUMBER PROXY — CLASS A  FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED  *INSTRUCTIONS TO CUMULATE YOUR VOTE: To cumulate your vote for one or more of the listed nominees, write the manner in which such votes shall be cumulated by indicating the allocation by percentage or number of votes in the space to the right of the nominee name(s). The cumulative number of votes you have is 5 times the number of shares of Class A Voting Common Stock you owned on March 25, 2022. All of your votes may be cast for a single nominee or may be distributed among any number of nominees. If you are cumulating your vote, do not mark the circle to the left of the name of the nominee(s) for whom you are voting. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. The Board of Directors recommends a vote “FOR” proposal 2. 2. Proposal to ratify the selection of PricewaterhouseCoopers LLP as independent auditor for Farmer Mac for the fiscal year ending December 31, 2022. FOR AGAINST ABSTAIN The Board of Directors recommends a vote “FOR” proposal 3. 3. Proposal to approve, on an advisory basis, the compensation of Farmer Mac’s named executive officers disclosed in the Proxy Statement. FOR AGAINST ABSTAIN 1. Election of Directors The Board of Directors recommends a vote “FOR ALL NOMINEES.” NOMINEES: m (01) Dennis L. Brack m (02) James R. Engebretsen m (03) Mitchell A. Johnson m (04) Eric T. McKissack m (05) Todd P. Ware FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: l If you do withhold authority to vote for any nominee(s), your votes will be allocated equally among the remaining nominees unless you specify a different allocation in the space above. *TO CUMULATE YOUR VOTE, SEE INSTRUCTION AT RIGHT. _____________________________________________ _____________________________________________ _____________________________________________


 FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED  FEDERAL AGRICULTURAL MORTGAGE CORPORATION PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 19, 2022 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS CLASS A VOTING COMMON STOCK FEDERAL AGRICULTURAL MORTGAGE CORPORATION ANNUAL MEETING OF STOCKHOLDERS 8:00 a.m. on May 19, 2022 The Town Hall 1999 K Street, N.W., First Floor Washington D.C. 20006 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Annual Meeting, Proxy Statement, Proxy Card, and 2021 Annual Report are available at www.farmermac.com/investors/financial-information/ The undersigned hereby appoints Aparna Ramesh, Stephen P. Mullery, and Bradford T. Nordholm, and any of them, as Proxies for the undersigned and to vote all of the shares of Class A Voting Common Stock of the FEDERAL AGRICULTURAL MORTGAGE CORPORATION (“Farmer Mac”) that the undersigned is entitled to vote at the Annual Meeting of Stockholders of Farmer Mac to be held at 8:00 a.m. on May 19, 2022 at the Town Hall, 1999 K Street, N.W., First Floor, Washington, D.C. 20006, and at any adjournment or postponement thereof. The Board of Directors recommends a vote FOR the election of all nominees, FOR proposal 2, and FOR proposal 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND, WHEN PROPERLY EXECUTED, WILL BE VOTED AS INSTRUCTED HEREIN. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES, FOR PROPOSAL 2, AND FOR PROPOSAL 3. PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. (Continued and to be marked, dated and signed on the other side)


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FEDERAL AGRICULTURAL MORTGAGE CORPORATION Signature___________________________________ Signature, if held jointly______________________________________ Date_____________, 2022. Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee, or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Please mark your votes like this X YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. 2022 Annual Meeting of Stockholders May 19, 2022 8:00 a.m. local time This Proxy is Solicited on Behalf of the Board of Directors Please Be Sure To Mark, Sign, Date and Return Your Proxy Card in the Envelope Provided CONTROL NUMBER PROXY — CLASS B  FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED  *INSTRUCTIONS TO CUMULATE YOUR VOTE: To cumulate your vote for one or more of the listed nominees, write the manner in which such votes shall be cumulated by indicating the allocation by percentage or number of votes in the space to the right of the nominee name(s). The cumulative number of votes you have is 5 times the number of shares of Class B Voting Common Stock you owned on March 25, 2022. All of your votes may be cast for a single nominee or may be distributed among any number of nominees. If you are cumulating your vote, do not mark the circle to the left of the name of the nominee(s) for whom you are voting. The Board of Directors recommends a vote “FOR” proposal 2. 2. Proposal to ratify the selection of PricewaterhouseCoopers LLP as independent auditor for Farmer Mac for the fiscal year ending December 31, 2022. FOR AGAINST ABSTAIN The Board of Directors recommends a vote “FOR” proposal 3. 3. Proposal to approve, on an advisory basis, the compensation of Farmer Mac’s named executive officers disclosed in the Proxy Statement. FOR AGAINST ABSTAIN To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1. Election of Directors The Board of Directors recommends a vote “FOR ALL NOMINEES.” NOMINEES: m (01) Richard H. Davidson m (02) Everett M. Dobrinski m (03) Amy H. Gales m (04) Robert G. Sexton m (05) Roy H. Tiarks FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: l If you do withhold authority to vote for any nominee(s), your votes will be allocated equally among the remaining nominees unless you specify a different allocation in the space above. *TO CUMULATE YOUR VOTE, SEE INSTRUCTION AT RIGHT. _____________________________________________ _____________________________________________ _____________________________________________


 FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED  FEDERAL AGRICULTURAL MORTGAGE CORPORATION PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 19, 2022 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS CLASS B VOTING COMMON STOCK FEDERAL AGRICULTURAL MORTGAGE CORPORATION ANNUAL MEETING OF STOCKHOLDERS 8:00 a.m. on May 19, 2022 The Town Hall 1999 K Street, N.W., First Floor Washington D.C. 20006 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Annual Meeting, Proxy Statement, Proxy Card, and 2021 Annual Report are available at www.farmermac.com/investors/financial-information/ The undersigned hereby appoints Aparna Ramesh, Stephen P. Mullery, and Bradford T. Nordholm, and any of them, as Proxies for the undersigned and to vote all of the shares of Class B Voting Common Stock of the FEDERAL AGRICULTURAL MORTGAGE CORPORATION (“Farmer Mac”) that the undersigned is entitled to vote at the Annual Meeting of Stockholders of Farmer Mac to be held at 8:00 a.m. on May 19, 2022 at the Town Hall, 1999 K Street, N.W., First Floor, Washington, D.C. 20006, and at any adjournment or postponement thereof. The Board of Directors recommends a vote FOR the election of all nominees, FOR proposal 2, and FOR proposal 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND, WHEN PROPERLY EXECUTED, WILL BE VOTED AS INSTRUCTED HEREIN. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES, FOR PROPOSAL 2, AND FOR PROPOSAL 3. PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. (Continued and to be marked, dated and signed on the other side)